Capital City Bank Group Inc.
Annual Report 2005

Plain-text annual report

relationships = results www.ccbg.com A N N U A L R E P O R T 2 0 0 5 table of contents annual report 2 financial highlights 4 noninterest income 6 loan growth 8 absolutely free checking 10 client service center 12 senior management 14 letter from the CEO 16 capital city map 18 board of directors 20 selected financial data 21 financial review 41 report of independent registered public accounting firm 62 officers, directors and community boards 64 shareowner information 65 capital city offices CCBG 2 0 0 5 CCBG 2 0 0 5 financial highlights 2 annual report annual report financial highlights CCBG 2 0 0 5 3 CCBG 2 0 0 5 noninterest income $49,198,000 “ Life is like a dogsled team. If you ain’t the lead dog, the scenery never changes. ” Lewis Grizzard 4 annual report annual report > Strong 12.9% compound growth rate over a five year period. > In medium growth markets — we consistently outdeliver smaller institutions with an extensive line of products and out-service larger institutions. > Significant growth experienced in: Trust Asset Management Mortgage Banking Merchant Services CCBG 2 0 0 5 5 CCBG 2 0 0 5 2005 was punctuated by extraordinary loan growth in each Capital City Bank market. Commercial Real Estate lending led the way with a 17% or more increase in every major market. Growth in the Tallahassee market grew an impressive 27%. Our FreedomLine home equity product significantly exceeded our goals, producing over $43 million in new home equity lines. loan growth in 2005 6 annual report $238,669,000 annual report “ You can’t build a reputation on what you’re going ” to do... Henry Ford CCBG 2 0 0 5 7 CCBG 2 0 0 5 “ Don’t lower your expectations to meet your performance. Raise your level of performance to meet your expectations. ” Ralph Marston 8 annual report 28,923 annual report new checking accounts opened “It all adds up.” Simply put, Absolutely FREE Checking was the largest and most successful single product launch in the history of Capital City Bank. Over 2,718,806 pieces of mail were distributed, producing over $71.4 million in new accounts. New consumer checking accounts grew 238% over 2004. New business checking accounts grew by 200% during the fourth quarter of 2005. The success of Absolutely FREE Checking was due to a carefully orchestrated plan and support from every area of the bank. The hard work of our entire team makes us an even more formidable opponent in the markets we call home. New accounts equal new relationships, which yield tremendous opportunities and results for Capital City. CCBG 2 0 0 5 9 CCBG 2 0 0 5 “ Competition is a painful thing, but it produces great ” results. Jerry Flint number of phone calls answered by Capital City Bank Direct 264,008 10 annual report annual report > Capital City Bank Direct, our client service center, averages one telephone call every 25 seconds. Client requests range from account balances to applying for loans. Accuracy and timely service are the goals of the center. > Sales is Service. Service is Sales. Our associates turn these service calls into potential sales calls, referring clients to a variety of departments within the bank. Results — stronger, more profitable relationships. Capital City Bank Direct: > Produced over $2.9 million in loans and credit cards in 2005. > Automated service line received over 1.7 million calls in 2005. > Convenience. With 73 offices in Florida, Georgia and Alabama, our clients are just around the corner from a Capital City banker. Our network of 79 ATMs, our innovative Internet banking service and bill payment feature continue to grow, making it more convenient than ever to bank with us. CCBG 2 0 0 5 11 CCBG 2 0 0 5 senior management Edward G. Canup EXECUTIVE VICE PRESIDENT COMMERCIAL LENDING Randolph M. Pople PRESIDENT CAPITAL CITY TRUST COMPANY William G. Smith, Jr. CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER Karen H. Love EXECUTIVE VICE PRESIDENT RESIDENTIAL LENDING Thomas A. Barron PRESIDENT CAPITAL CITY BANK William D. Colledge EXECUTIVE VICE PRESIDENT INSTITUTIONAL BANKING Randolph K. Briley EXECUTIVE VICE PRESIDENT RETAIL CREDIT 12 annual report annual report Mitchell R. Englert EXECUTIVE VICE PRESIDENT COMMUNITY BANKING Cynthia Y. Pyburn PRESIDENT CAPITAL CITY SERVICES COMPANY Flecia Braswell EXECUTIVE VICE PRESIDENT AND CHIEF BRAND OFFICER Edwin N. West, Jr. EXECUTIVE VICE PRESIDENT COMMUNITY BANKING Noel A. Ellis EXECUTIVE VICE PRESIDENT CREDIT ADMINISTRATION Dale A. Thompson EXECUTIVE VICE PRESIDENT BUSINESS BANKING J. Kimbrough Davis EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER CCBG 2 0 0 5 13 CCBG 2 0 0 5 letter from CEO 14 annual report Relationships = results. As a super-community bank in the relationship banking business, I believe the cover of this year's annual report says it all. Capital City has been in the business of building relationships for 110 years and those relationships produced record results in 2005. Earnings of $30.3 million or $1.66 per share were up 11.9% over 2004 after adjusting for the one-time gain from the sale of the bank's credit card portfolio. The results produced a return on assets of 1.22% and a return on equity of 10.56%. Capital City enjoyed a margin of 5.09%, a primary driver of our earnings. Net charge-offs remained historically low at .13% of total loans. Credit quality continues to be our number one internal goal. Earnings growth is critical to continued success and is the work of over 1,000 dedicated associates who understand we are in the relationship building business. These associates have the company's 2010 goal of $50 million in annual earnings firmly etched in their thought process. The results were driven by a variety of factors including our strategy of focusing on smaller markets not well served by our competitors, and communities which value and appreciate the Capital City style of relationship banking. We want our clients to not only have a bank, but also a banker. Perhaps the most exciting event in 2005 was the rollout of Absolutely Free Checking, a change in the way we do business, not just a short-lived promotion or campaign. The offering produced new deposits at a rate double initial expectations. I am extremely proud of the talented bankers across the company who set an incredible pace for us. Capital City Securities finished 2005 with 15 investment executives and is on track to exceed the 2006 goal of more than $1.4 million in revenues. Auto Finance grew at a rate of 22.5% in 2005 while reducing charge-offs by 45%. Our home equity product, FreedomLine, generated $43 million in new loans in 2005 with a 2006 goal of $60 million. Institutional Banking has been one of the best received offerings by our community presidents in smaller markets. Capital City Services Company provides the often overlooked, but much appreciated back-office support to the company and other institutions in our trade area. Residential lending enjoyed significant growth, as we closed over $311 million in new home loans, which exceeded budget by 8%. Capital City Trust Company ended the year with almost $700 million in assets under management for individuals, partnerships, corporate clients, and foundations and plans to open an office in Gainesville during 2006. Capital City's talented team of lenders including community presidents, the commercial real estate division, and the business bank grew loans to over $2.0 billion at year-end. This continues to be the primary engine driving our record earnings. During the year we opened or renovated five offices and welcomed our new clients and associates from the First National Bank of Alachua to the Capital City team. We continue to share our growth strategy with our shareowners, institutional investors, and analysts. The Brand Leadership team of Marketing, Human Resources, and Opportunity Capital City further strengthened the Capital City Bank brand. It was another great year for CCBG. Tom Barron, Capital City Bank President and Kim Davis, Capital City Bank Group CFO manage the day-to-day effort and should be applauded for their tireless effort and intellect in leading this great group of associates we call the Capital City family. After six years of tremendous service, John Lewis, former President of Super-Lube, retired from the board following the sale of his primary business. I will miss his wise counsel, attention to detail, and drive for world class service. As always, I welcome your comments and thoughts. annual report William G. Smith, Jr. CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER “We’re not managing for tomorrow, we’re managing for the day after tomorrow.” CCBG 2 0 0 5 15 CCBG 2 0 0 5 16 annual report ALABAMACHAMBERS COUNTYLanettValleyTampaOrlandoDaytona BeachJacksonvilleTiftonPanama CityMontgomeryPhenix CityColumbusAtlantaAuburnPort RicheySpring HillFloral CityCrystal RiverInvernessCitrus SpringsInglisWillistonBronsonPalatkaGainesvilleCross CityFanning SpringsPerrySteinhatcheeBranfordMadisonMonticelloPort St. JoeQuincyChipleyValleyWest PointMaconDublinWaynesboroChattahoocheeWhighamHavanaThomasvilleCairoTallahasseeStarkeBellTrentonKeystone HeightsCedar KeyChieflandHastingsCrawfordvilleEast DublinPanaceaHigh SpringsAlachuaJonesvilleNewberrycapital city locations MADISON COUNTY Madison PASCO COUNTY Port Richey PUTNAM COUNTY Palatka ST. JOHNS COUNTY Hastings SUWANNEE COUNTY Branford TAYLOR COUNTY Perry Steinhatchee WAKULLA COUNTY Crawfordville Panacea WASHINGTON COUNTY Chipley GEORGIA BIBB COUNTY Macon BURKE COUNTY Waynesboro GRADY COUNTY Cairo Whigham LAURENS COUNTY Dublin East Dublin THOMAS COUNTY Thomasville TROUP COUNTY West Point ALABAMA CHAMBERS COUNTY Lanett Valley FLORIDA ALACHUA COUNTY Alachua Gainesville High Springs Jonesville Newberry BRADFORD COUNTY Starke CITRUS COUNTY Crystal River Citrus Springs Floral City Inverness CLAY COUNTY Keystone Heights DIXIE COUNTY Cross City GADSDEN COUNTY Chattahoochee Havana Quincy GILCHRIST COUNTY Bell Fanning Springs Trenton GULF COUNTY Port St. Joe HERNANDO COUNTY Spring Hill JEFFERSON COUNTY Monticello LEON COUNTY Tallahassee LEVY COUNTY Bronson Cedar Key Chiefland Inglis Williston annual report CCBG 2 0 0 5 17 ALABAMACHAMBERS COUNTYLanettValleyTampaOrlandoDaytona BeachJacksonvilleTiftonPanama CityMontgomeryPhenix CityColumbusAtlantaAuburnPort RicheySpring HillFloral CityCrystal RiverInvernessCitrus SpringsInglisWillistonBronsonPalatkaGainesvilleCross CityFanning SpringsPerrySteinhatcheeBranfordMadisonMonticelloPort St. JoeQuincyChipleyValleyWest PointMaconDublinWaynesboroChattahoocheeWhighamHavanaThomasvilleCairoTallahasseeStarkeBellTrentonKeystone HeightsCedar KeyChieflandHastingsCrawfordvilleEast DublinPanaceaHigh SpringsAlachuaJonesvilleNewberryCCBG 2 0 0 5 board of directors seated William G. Smith, Jr. Chairman, President and Chief Executive Officer Capital City Bank Group, Inc. Henry Lewis III, PharmD, RPH Professor Florida A&M University College of Pharmacy McGrath Keen, Jr. Private Investor John R. Lewis, PhD Former President and Chief Executive Officer Super-Lube, Inc. Ruth A. Knox Attorney/President Wesleyan College Thomas A. Barron President Capital City Bank standing Frederick Carroll, III Managing Partner Carroll and Company, CPAs DuBose Ausley Attorney Ausley & McMullen, P.A. Lina S. Knox Community Volunteer John K. Humphress Partner Wadsworth, Humphress, Holler & Konrad Cader B. Cox, III President Riverview Plantation Inc. J. Everitt Drew President St. Joe Land Company 18 annual report financials 2005 annual report CCBG 2 0 0 5 19 CCBG 2 0 0 5 selected financial data (Dollars in Thousands, Except Per Share Data) (1) 2005 2004 2003 2002 2001 For the Years Ended December 31, Interest Income Net Interest Income Provision for Loan Losses Net Income Per Common Share: Basic Net Income Diluted Net Income Cash Dividends Declared Book Value Key Performance Ratios: Return on Average Assets Return on Average Equity Net Interest Margin (FTE) Dividend Pay-Out Ratio Equity to Assets Ratio Asset Quality: $ 140,053 $ 101,525 $ 94,830 $ 104,165 $ 117,156 109,990 2,507 30,281 $ 1.66 1.66 .619 16.39 86,084 2,141 29,371 $ 1.74 1.74 .584 14.51 1.22% 10.56 5.09 37.35 11.65 1.46% 13.31 4.88 33.62 10.86 79,991 3,436 25,193 81,662 3,297 23,082 68,907 3,983 16,866 $ 1.53 $ 1.40 $ 1.02 1.52 .525 15.27 1.40% 12.82 5.01 34.51 10.98 1.39 .402 14.08 1.02 .381 12.86 1.34% 0.99% 12.85 5.35 28.87 10.22 10.00 4.61 37.48 9.43 Allowance for Loan Losses Allowance for Loan Losses to Loans Nonperforming Assets Nonperforming Assets to Loans + ORE Allowance to Nonperforming Loans Net Charge-Offs to Average Loans $ 17,410 $ 16,037 $ 12,429 $ 12,495 $ 12,096 0.84% 0.88% 0.93% 0.97% 0.98% 5,550 0.27 331.11 0.13 5,271 0.29 345.18 0.22 7,301 0.54 529.80 0.27 3,843 0.30 497.72 0.23 3,940 0.32 496.96 0.31 Averages for the Year: Loans, Net Earning Assets Total Assets Deposits Subordinated Notes Long-Term Borrowings Shareowners' Equity Year-End Balances: Loans, Net Earning Assets Total Assets Deposits Subordinated Notes Long-Term Borrowings Shareowners' Equity Other Data: Basic Average Shares Outstanding Diluted Average Shares Outstanding Shareowners of Record (2) Banking Locations (2) Full-Time Equivalent Associates (2) $1,968,289 $1,538,744 $1,318,080 $1,256,107 $1,184,290 2,187,672 2,486,733 1,954,888 50,717 70,216 286,712 1,789,843 2,006,745 1,599,201 5,155 59,462 220,731 1,624,680 1,804,895 1,431,808 - 55,594 196,588 1,556,500 1,727,180 1,424,999 - 30,423 179,652 1,534,548 1,704,167 1,442,916 - 15,308 168,652 $2,067,494 $1,828,825 $1,341,632 $1,285,221 $1,243,351 2,299,677 2,625,462 2,079,346 62,887 69,630 305,776 2,113,571 2,364,013 1,894,886 30,928 68,453 256,800 1,648,818 1,846,502 1,474,205 - 46,475 202,809 1,636,472 1,824,771 1,434,200 - 71,745 186,531 1,626,841 1,821,423 1,550,101 - 13,570 171,783 18,263,855 18,281,243 16,805,696 16,810,926 16,528,109 16,563,986 16,531,606 16,592,944 16,552,446 16,615,544 1,716 69 1,013 1,598 60 926 1,512 57 795 1,457 54 781 1,473 56 787 (1) All share and per share data have been adjusted to reflect the 5-for-4 stock split effective July 1, 2005, and the 5-for-4 stock split effective June 13, 2003. (2) As of the record date. The record date is on or about March 1st of the following year. 20 annual report annual report financial review MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 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 operation and should be read in conjunction with our consolidated financial statements and notes thereto included in this Annual Report. This Annual Report, including this MD&A section, 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. Please see the Introductory Note and Item 1A Risk Factors in our Form 10-K for a discussion of factors that could cause our actual results to differ materially from those in the forward-looking statements. However, other factors besides those listed in Item 1A Risk Factors or discussed in this Annual Report 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. BUSINESS OVERVIEW We are a financial holding company headquartered in Tallahassee, Florida and are the parent of our wholly-owned subsidiary, Capital City Bank. The Bank offers a broad array of products and services through a total of 69 full-service offices located in Florida, Georgia, and Alabama. The Bank also has mortgage lending offices in three additional Florida communities, and one Georgia community. The Bank offers commercial and retail banking services, as well as trust and asset management, merchant services, brokerage and data processing services. From an industry and national perspective, our profitability, like most financial institutions, is dependent to a large extent upon net interest income, which is the difference between the interest received on earning assets, such as loans and securities, and the interest paid on interest-bearing liabilities, principally deposits and borrowings. Results of operations are also affected by the provision for loan losses, operating expenses such as salaries and employee benefits, occupancy and other operating expenses including income taxes, and non-interest income such as service charges on deposit accounts, asset management and trust fees, mortgage banking revenues, merchant services, brokerage and data processing revenues. Our philosophy is to grow and prosper, building long-term relationships based on quality service, high ethical standards, and safe and sound banking practices. We are a super-community bank in the relationship banking business with a locally oriented, community-based focus, which is augmented by experienced, centralized support in select specialized areas. Our local market orientation is reflected in our network of banking office locations, experienced community executives, and community advisory boards which support our focus on responding to local banking needs. We strive to offer a broad array of sophisticated products and to provide quality service by empowering associates to make decisions in their local markets. Pursuant to our long-term strategic initiative "Project 2010", we have continued our expansion, emphasizing a combination of growth in existing markets and acquisitions. Acquisitions will continue to be focused on a three state area including Florida, Georgia, and Alabama with a particular focus on financial institutions, which are $100 million to $400 million in asset size and generally located on the outskirts of major metropolitan areas. We continue to evaluate de novo expansion opportunities in attractive new markets in the event that acquisition opportunities are not feasible. Other expansion opportunities that will be evaluated include asset management, insurance, and mortgage banking. Recent Acquisitions. On May 20, 2005, we completed our merger with First Alachua Banking Corporation ("FABC"), headquartered in Alachua, Florida. We issued approximately 906,000 shares of common stock and paid approximately $29.0 million in cash for a total purchase price of $58.0 million. FABC's wholly-owned subsidiary, First National Bank of Alachua ("FNBA") had $228.3 million in assets at closing with seven offices in Alachua County and an eighth office in Hastings, Florida, which is in St. Johns County. On October 15, 2004, we completed our acquisition of Farmers and Merchants Bank ("FMB") in Dublin, Georgia, a $395 million asset institution with three offices in Laurens County. We issued 21.35 shares and $666.50 in cash for each of the 50,000 shares of Farmers and Merchants Bank, resulting in the issuance of 1,067,500 shares of our common stock and the payment of $33.3 million in cash for a total purchase price of approximately $66.7 million. On March 19, 2004, our subsidiary, Capital City Bank, completed its merger with Quincy State Bank ("QSB"), a former subsidiary of Synovus Financial Corp. QSB had $116.6 million in assets with one office in Quincy, Florida and one office in Havana, Florida. Both markets adjoin Leon County, home to our Tallahassee headquarters. In addition, we acquired $208 million in trust and other fiduciary assets from Synovus Trust Company, an affiliate of QSB. The purchase price was $28.1 million in cash. Throughout this section, we refer to the acquisitions of FABC, FMB, and QSB as the "Recent Acquisitions." FINANCIAL OVERVIEW We are providing a summary overview of our financial performance for 2005 below. For comparison purposes, the below mentioned performance factors exclude the impact of a one-time gain on sale of the Bank’s credit card portfolio in August 2004. • Earnings of $30.3 million, or $1.66 per diluted share, represent increases of 20.4% and 11.1%, respectively, over 2004 core earnings (reported earnings excluding the one-time, after-tax gain on the sale of the credit card portfolio of $4.2 million, or $.25 per diluted share). • Growth in earnings was attributable to strong growth in operating revenues as reflected by 27.8% growth in net interest income and a 12.6% increase in noninterest income. • Taxable equivalent net interest income grew 27.4% over 2004 due to earning asset growth and an improved net interest margin. • Net interest margin percentage improved 21 basis points to 5.09% driven by an improved earning asset mix and higher earning asset yields. • Noninterest income grew 12.6% over 2004 due primarily to higher deposit service charge fees, asset management fees, mortgage banking revenues, and merchant services fees. CCBG 2 0 0 5 21 CCBG 2 0 0 5 financial review • Strong credit quality continues to be a key driver in the Bank's earnings performance. Net charge-offs totaled $2.5 million, or .13% of average loans in 2005 compared to $3.4 million, or .22% in 2004. At year-end the allowance for loan losses was .84% of outstanding loans and provided coverage of 331% of nonperforming loans. • Nonperforming assets totaled $5.6 million, or .27% of total loans and other real estate at year-end 2005 compared to $7.4 million, or .36%, at the end of the third quarter 2005 and $5.3 million, or .29%, at year-end 2004. • Average earning assets grew 22.2% over 2004 due to Recent Acquisitions and strong loan growth in existing markets. • The First National Bank of Alachua acquisition was completed in May 2005 adding $228.3 million in assets. • Average deposits grew 22.2% over 2004 due to Recent Acquisitions and our free checking campaign initiated in early 2005. • We remain well-capitalized with a risk based capital ratio of 13.56%. RESULTS OF OPERATIONS Net income for 2005 totaled $30.3 million, or $1.66 per diluted share. This compares to $29.4 million, or $1.74 per diluted share in 2004, and $25.2 million, or $1.52 per diluted share in 2003. Net income in 2004 included a one- time, after-tax gain of $4.2 million, or $.25 per diluted share, from the sale of the Bank’s credit card portfolio in August 2004. The growth in core earnings (reported earnings excluding the one-time, after-tax gain on sale of credit card portfolio) for 2005 of $5.2 million, or $.17 per diluted share, was primarily attributable to growth in operating revenue (defined as the total of net interest income and noninterest income) of $29.4 million, or 22.7%, partially offset by a higher loan loss provision of $0.4 million, or 17.1%, an increase in noninterest expense of $20.6 million, or 23.1%, and a higher income tax provision of $3.3 million, or 25.1%. The increase in operating revenue was driven by a 27.8% increase in net interest income and a 12.6% increase in noninterest income. The growth in net interest income for 2005 reflects earning asset growth and an improved net interest margin. Higher deposit service charge fees, mortgage banking revenues, asset management fees, and merchant services fees drove the increase in noninterest income. The increase in noninterest expense is primarily attributable to higher operating costs associated with the integration of two recent acquisitions, which added 12 new offices to the Capital City franchise, and marketing costs supporting our new "Absolutely Free Checking" product. A condensed earnings summary for the last three years is presented in Table 1. Net Interest Income Net interest income represents our single largest source of earnings and is equal to interest income and fees generated by earning assets, less interest expense paid on interest bearing liabilities. An analysis of our net interest income, including average yields and rates, is presented in Tables 2 and 3. This information is presented on a "taxable equivalent" basis to reflect the tax- exempt status of income earned on certain loans and investments, the majority of which are state and local government debt obligations. For the year 2005, taxable equivalent interest income increased $38.5 million, or 37.5%, over 2004, and increased $6.5 million, or 6.7%, in 2004 over 2003. Growth in 2005 was driven by strong organic loan growth, loans acquired in connection with Recent Acquisitions, and higher yields on earning assets. Rising interest rates, coupled with new loan production and the repricing of existing earning assets were the primary factors contributing to a 72 basis point improvement in the yield on earning assets, which increased from 5.74% in 2004 to 6.46% for 2005. This compares to an 18 basis point reduction in 2004 over 2003. As shown in Table 3, the loan portfolio was a significant contributor to the increase in interest income. Interest expense increased $14.6 million, or 94.7%, over 2004, and $0.6 million, or 4.1%, in 2004 over 2003. Rising interest rates and growth in interest bearing liabilities drove the increase in 2005. However, the impact of rising rates was partially offset by a shift in mix, as certificates of deposit (generally a higher cost deposit product) declined relative to total deposits. Certificates of deposit, as a percent of total average deposits, declined from 28.7% in 2004 to 28.2% in 2005. The average rate paid on interest bearing liabilities in 2005 increased 64 basis points compared to 2004, reflecting both deposit competition and the Federal Reserve's continued increases in the federal funds target rate. Our interest rate spread (defined as the taxable equivalent yield on average earning assets less the average rate paid on interest bearing liabilities) increased 8 basis points in 2005 and decreased 13 basis points in 2004. The increase in 2005 was primarily attributable to the higher yields on earning assets. Our net interest margin (defined as taxable equivalent interest income less interest expense divided by average earning assets) was 5.09% in 2005, compared to 4.88% in 2004 and 5.01% in 2003. In 2005, the higher yields on earning assets (partially offset by higher rates paid on interest bearing liabilities) resulted in a 21 basis point improvement in the margin. Loan growth is anticipated to have a favorable impact on net interest income during the upcoming year along with any further increases in the Federal Reserve's target rate on overnight funds. However, these improvements will be partially offset by the rising cost of funds. A further discussion of our earning assets and funding sources can be found in the section entitled "Financial Condition." Provision for Loan Losses The provision for loan losses was $2.5 million in 2005, compared to $2.1 million in 2004 and $3.4 million in 2003. The loan loss provisions in both 2004 and 2005 were impacted by a re-assessment of the reserve to reflect the changing risk profile associated with the Bank’s sale of its credit card portfolio during the third quarter of 2004 and the addition of Recent Acquisitions. Net charge-offs for 2005 totaled $2.5 million, or .13% of average loans for the year compared to $3.4 million, or .22% for 2004 and $3.5 million, or .27% for 2003. At December 31, 2005, the allowance for loan losses totaled $17.4 million compared to $16.0 million in 2004 and $12.4 million in 2003. At year- end 2005, the allowance represented .84% of total loans and provided coverage of 331% of nonperforming loans. Management considers the allowance to be adequate based on the current level of nonperforming loans and the estimate of losses inherent in the portfolio at year-end. See the section entitled "Financial Condition" and Tables 7 and 8 for further information regarding the allowance for loan losses. Noninterest Income In 2005, taxable equivalent net interest income increased $23.9 million, In 2005, noninterest income (excluding the before-tax gain of $6.9 million or 27.4%. This follows an increase of $5.9 million, or 7.2%, in 2004, and a decrease of $1.9 million, or 2.3%, in 2003. The favorable impact in 2005 resulted from a $397.8 million, or 22.2%, growth in average earning assets and a 21 basis point improvement in the net interest margin percentage. on the sale of the Bank’s credit card portfolio in August 2004) increased $5.5 million, or 12.6%, over 2004 primarily due to higher deposit service charge fees, asset management fees, mortgage banking revenues, and merchant services fees. 22 annual report Noninterest income (excluding the above referenced gain) for 2004 increased $1.8 million, or 4.3%, over 2003. The increase primarily reflects a higher level of deposit service charge fees, asset management fees, data processing fees, and merchant services fees, partially offset by a decrease in mortgage banking revenues. The table below reflects the major components of noninterest income. (Dollars in Thousands) Noninterest Income: Service Charges on Deposit Accounts Data Processing Asset Management Fees Retail Brokerage Fees Gain on Sale of Investment Securities Mortgage Banking Revenues Merchant Services Fees Interchange Fees Gain on Sale of Credit Card Portfolios ATM/Debit Card Fees Other Total Noninterest Income For the Years Ended December 31, 2005 2004 2003 $20,740 2,610 4,419 1,322 9 4,072 6,174 2,239 - 2,206 5,407 $49,198 ======== $17,574 2,628 4,007 1,401 14 3,208 5,135 2,229 7,180 2,007 5,170 $50,553 ======== $16,319 2,403 2,650 1,212 1 6,090 4,563 2,183 - 1,939 4,579 $41,939 ======== Various significant components of noninterest income are discussed in more detail below. Service Charges on Deposit Accounts. Deposit service charge fees increased $3.2 million, or 18.0%, in 2005, compared to an increase of $1.3 million, or 7.7%, in 2004. Deposit service charge revenues in any one year are dependent on the number of accounts, primarily transaction accounts, the level of activity subject to service charges, and the collection rate. The increase in deposit service charge fees in 2005 is due to higher overdraft and nonsufficient funds ("NSF") fees due to growth in deposit accounts attributable to Recent Acquisitions and "Absolutely Free Checking." The increase in Table 1 Condensed Summary of Earnings (Dollars in Thousands, Except Per Share Data) (1) Interest Income......................................................................................................... Taxable Equivalent Adjustments .............................................................................. Total Interest Income (FTE) ...................................................................................... Interest Expense ....................................................................................................... Net Interest Income (FTE) ......................................................................................... Provision for Loan Losses ........................................................................................ Taxable Equivalent Adjustments .............................................................................. Net Interest Income After Provision for Loan Losses ............................................. Noninterest Income .................................................................................................. Gain on Sale of Credit Card Portfolios ..................................................................... Noninterest Expense ................................................................................................ Income Before Income Taxes................................................................................... Income Taxes ............................................................................................................ Net Income................................................................................................................ Basic Net Income Per Share..................................................................................... Diluted Net Income Per Share.................................................................................. annual report financial review service charge revenues in 2004 was primarily attributable to growth in overdraft and NSF fees primarily associated with a revised fee structure implemented in mid-2004. Asset Management Fees. In 2005, asset management fees increased $412,000, or 10.3%, versus an increase of $1.4 million, or 51.2%, in 2004. At year-end 2005, assets under management totaled $693.0 million, reflecting net growth of $40.0 million, or 6.1% over 2004. The increase reflects new business which produced growth in assets of $118.0 million partially offset by normal distribution activity within managed accounts and estates. At year-end 2004, assets under management totaled $653.0 million, reflecting growth of $249.0 million, or 61.6% over 2003. This growth was due to the purchase of $208.0 million in trust and investment management accounts from Synovus Trust Company in connection with the Quincy State Bank acquisition, growth in new business, and improved asset returns. Mortgage Banking Revenues. In 2005, mortgage banking revenues increased $864,000, or 26.9%, compared to a decrease of $2.9 million, or 47.3% in 2004. The increase in 2005 reflects a 19.2% increase in production over 2004 which was driven by increased home purchase and construction activity in Bank markets and lower interest rates for residential real estate financing. The decrease in 2004 was due to a decline in fixed rate mortgage production that was affected by a general slow-down in residential lending markets. We generally sell all fixed rate residential loan production into the secondary market. The level of interest rates, origination volume and percent of fixed rate production have significant impacts on our mortgage banking revenues. Merchant Services Fees. Merchant services fees increased $1.0 million, or 20.2% in 2005 compared to a $572,000, or 12.5% increase in 2004. The improvement in both periods is directly related to growth in merchant card transaction volume primarily driven by growth in the client base. Noninterest income as a percent of average assets was 1.98% in 2005, compared to 2.52% in 2004, and 2.32% in 2003. The decline from 2004 to 2005 primarily reflects the impact of the one-time gain on sale of the Bank’s credit card portfolio in August 2004. The decline from 2003 versus 2005 reflects the impact of Recent Acquisitions which brought a lower and less diverse level of noninterest income in relation to the consolidated asset base. For the Years Ended December 31, 2004 $101,525 1,207 102,732 15,441 87,291 2,141 1,207 83,943 43,372 7,181 89,226 45,270 15,899 $ 29,371 ===================== $ 1.74 ===================== $ 1.74 ===================== 2003 $ 94,830 1,414 96,244 14,839 81,405 3,436 1,414 76,555 41,939 - 79,721 38,773 13,580 $ 25,193 ====================== $ 1.53 ======================= $ 1.52 ======================= 2005 $140,053 1,222 141,275 30,063 111,212 2,507 1,222 107,483 49,198 - 109,814 46,867 16,586 $ 30,281 ===================== $ 1.66 ===================== $ 1.66 ===================== (1) All share and per share data have been adjusted to reflect the 5-for-4 stock split effective July 1, 2005, and the 5-for-4 stock split effective June 13, 2003. CCBG 2 0 0 5 23 CCBG 2 0 0 5 financial review Table 2 Average Balances and Interest Rates (Taxable Equivalent Basis-Dollars in Thousands) Assets: 2005 2004 2003 Average Balance Interest Average Rate Average Balance Interest Average Rate Average Balance Interest Average Rate Loans, Net of Unearned Interest (1)(2) .......... $1,968,289 $133,665 6.79% $1,538,744 $ 95,796 6.23% $1,318,080 $ 87,608 6.65% Taxable Investment Securities.................... Tax-Exempt Investment Securities (2).......... Funds Sold .................................................. 142,406 49,252 27,725 4,250 2,369 991 Total Earning Assets................................ 2,187,672 141,275 2.98 4.81 3.35 6.46 131,842 51,979 67,278 3,138 2,965 833 1,789,843 102,732 2.38 5.70 1.24 5.74 124,541 61,387 120,672 3,725 3,650 1,261 1,624,680 96,244 2.98 5.95 1.03 5.92 Cash & Due From Banks ............................ Allowance For Loan Losses........................ Other Assets................................................ TOTAL ASSETS ........................................ 105,787 (17,081) 210,355 $2,486,733 ========================== Liabilities: 93,070 (13,846) 137,678 $2,006,745 ============================= 79,625 (12,544) 113,134 $1,804,895 ============================= NOW Accounts............................................ $ 430,601 $ 2,868 0.67% $ 292,492 $ 733 0.25% $ 264,159 $ 676 0.26% Money Market Accounts ............................ Savings Accounts........................................ Time Deposits ............................................ 275,830 152,890 550,821 Total Interest Bearing Deposits .............. 1,410,142 Short-Term Borrowings .............................. Subordinated Notes Payable ...................... Other Long-Term Borrowings .................... 97,863 50,717 70,216 4,337 ,292 13,637 21,134 2,854 2,981 3,094 Total Interest Bearing Liabilities.............. 1,628,938 30,063 1.57 0.19 2.48 1.50 2.92 5.88 4.41 1.85 227,808 130,282 459,464 1,190 164 9,228 1,110,046 11,315 100,582 5,155 59,462 1,270 294 2,562 1,275,245 15,441 0.52 0.13 2.01 1.02 1.26 5.71 4.31 1.21 215,597 109,837 433,176 1,312 189 9,390 1,022,769 11,567 101,274 1,270 - - 55,594 2,002 1,179,637 14,839 0.61 0.17 2.17 1.13 1.25 - 3.60 1.26 Noninterest Bearing Deposits .................... Other Liabilities .......................................... 544,746 26,337 TOTAL LIABILITIES.................................... 2,200,021 Shareowners' Equity: Common Stock .......................................... Additional Paid-In Capital .......................... Retained Earnings ...................................... TOTAL SHAREOWNERS' EQUITY ............ TOTAL LIABILITIES AND SHAREOWNERS' EQUITY.................... Interest Rate Spread ........................................ Net Interest Income .......................................... Net Interest Margin (3) ...................................... 186 70,678 215,848 286,712 $2,486,733 ========================== 489,155 21,614 1,786,014 178 24,543 196,010 220,731 409,039 19,631 1,608,307 175 15,229 181,184 196,588 $2,006,745 ============================= $1,804,895 ============================= $111,212 ====================== 4.61% ============ 5.09% ============ $ 87,291 ==================== 4.53% ========== 4.88% ========== $ 81,405 ======================= 4.66% ========= 5.01% ========= (1) Average balances include nonaccrual loans. Interest income includes fees on loans of approximately $3.1 million, $1.7 million and $1.8 million in 2005, 2004 and 2003, respectively. (2) Interest income includes the effects of taxable equivalent adjustments using a 35% tax rate to adjust interest on tax-exempt loans and securities to a taxable equivalent basis. (3) Taxable equivalent net interest income divided by average earning assets. 24 annual report annual report financial review Compensation. Our aggregate compensation expense in 2005 totaled $53.7 million, an increase of $9.3 million, or 21.1%, over 2004. The increase in compensation was driven by higher expense for associate salaries, pension, and insurance benefits, primarily reflective of the integration of associates from acquisitions in late 2004 and mid-2005. In 2004, compensation increased $3.9 million, or 9.6%, over 2003. The increase was due to higher expense for associate salaries, higher performance-based compensation, increased pension costs, and insurance benefits. The increase in associate salaries was partially due to two acquisitions. Occupancy. Occupancy expense (including furniture, fixtures and equipment) increased by $1.8 million, or 11.6%, in 2005, compared to $1.7 million, or 12.0% in 2004. The increase in 2005 was driven by higher expense for depreciation, maintenance and repair, and property taxes, primarily attributable to the increase in the number of banking offices, and higher expense for core processing and other software maintenance agreements. The increase in 2004 was primarily due to higher expense for utilities, property taxes, depreciation, and premises rental attributable to the increase in banking offices. Other. Other noninterest expense increased $9.4 million, or 32.1%, in 2005, compared to $4.0 million, or 15.6%, in 2004. The increase in 2005 was attributable primarily to: (1) higher legal expense of $526,000; (2) higher professional fees of $967,000; (3) increased processing service cost of $484,000; (4) higher advertising costs of $2.3 million; (5) increased printing and supply expense of $518,000; (6) higher intangible amortization of $1.6 million; (7) increased interchange fees of $661,000; and (8) higher miscellaneous expense of $1.3 million. Noninterest Expense Noninterest expense grew by $20.6 million, or 23.1%, in 2005 and $9.5 million, or 11.9% in 2004 due to higher expense for compensation, occupancy, professional fees, advertising, and intangible amortization. The table below reflects the major components of noninterest expense. (Dollars in Thousands) Noninterest Expense: Salaries Associate Benefits Total Compensation Premises Equipment Total Occupancy Legal Fees Professional Fees Processing Services Advertising Travel and Entertainment Printing and Supplies Telephone Postage Intangible Amortization Merger Expense Interchange Fees Courier Service Miscellaneous Total Other Total Noninterest Expense For the Years Ended December 31, 2005 2004 2003 $ 40,978 12,709 53,687 8,293 8,970 17,263 1,827 3,825 1,481 4,275 1,414 2,372 2,493 1,195 5,440 438 5,402 1,360 7,342 38,864 $109,814 =============== $33,968 10,377 44,345 $30,677 9,785 40,462 7,074 8,393 15,467 1,301 2,858 997 2,001 1,023 1,854 2,048 1,007 3,824 550 4,741 1,143 6,067 29,414 5,972 7,840 13,812 1,226 1,918 999 1,260 970 1,742 1,872 1,042 3,241 - 4,181 1,068 5,928 25,447 $89,226 ============= $79,721 ============= Table 3 Rate/Volume Analysis (1) 2005 Changes from 2004 2004 Changes from 2003 Due To Average Due To Average (Taxable Equivalent Basis - Dollars in Thousands) Total Calendar (3) Volume Rate Total Calendar (3) Volume Rate Earning Assets: Loans, Net of Unearned Interest (2) .................. $37,870 $(262) $27,076 $11,056 $8,188 $240 $13,939 $(5,991) Investment Securities: Taxable(2) ...................................................... 1,110 Tax-Exempt .................................................. Funds Sold ........................................................ (597) 158 (3) -) (2) 693 (156) (488) 420 (441) 648 (587) (685) (428) 3 - 3 68 (558) (558) (658) (127) 127 Total ............................................................................ 38,541 (267) 27,125 11,683 6,488 246 12,891 (6,649) Interest Bearing Liabilities: NOW Accounts.................................................. Money Market Accounts .................................. Savings Accounts.............................................. Time Deposits .................................................. Short-Term Borrowings .................................... Subordinated Notes Payable............................ Long-Term Borrowings .................................... 2,134 3,148 128 4,408 1,585 2,687 532 Total ............................................................................ 14,622 (2) (3) (1) (25) (3) (1) (7) (42) 347 251 28 1,840 83 2,609 465 5,623 1,789 2,900 101 2,593 1,505 79 74 9,041 55 (121) (25) (161) - 294 560 602 2 4 - 26 3 - 5 40 73 74 35 568 (197) 294 139 986 (20) (199) (60) (755) 194 - 416 (424) Changes in Net Interest Income ................................ $23,919 ============ $(225) ========== $21,502 ============= $ 2,642 ============ $5,886 ========== $206 =========== $11,905 ============== $(6,225) ============= (1) This table shows the change in taxable equivalent net interest income for comparative periods based on either changes in average volume or changes in average rates for earning assets and interest bearing liabilities. Changes which are not solely due to volume changes or solely due to rate changes have been attributed to rate changes. (2) Interest income includes the effects of taxable equivalent adjustments using a 35% tax rate to adjust interest on tax-exempt loans and securities to a taxable equivalent basis. (3) Reflects difference in 365 day year (2005 and 2003) versus 366 day year (2004). CCBG 2 0 0 5 25 CCBG 2 0 0 5 financial review Legal fees increased due to corporate governance initiatives and a general increase in legal services tied to corporate activities. Higher external audit fees have driven the increase in professional fees. The higher expense for processing fees is attributable to the cost of integrating Recent Acquisitions and core processing upgrades. The increase in advertising expense reflects the marketing costs to support our "Absolutely Free Checking" strategy. The higher expense for printing and supplies is driven by Recent Acquisitions. The increase in intangible amortization reflects core deposit amortization from Recent Acquisitions. The increase in interchange fees is due to merchant card transaction volume and was offset by higher merchant service fees reflected in noninterest income. The higher level of miscellaneous expense is due to increases in Federal Reserve account analysis fees, ATM/Debit card production fees, associate hiring expense, training expense, and other real estate expense. The increase in 2004 was attributable to: (1) higher professional fees of $940,000 reflective of the internal and external costs of Sarbanes-Oxley Section 404 compliance and testing work; (2) higher director fees of $101,000 due to an increase in the number of directors, higher fee structure, and number of meetings; (3) higher advertising expense of $741,000 reflective of an increased level of marketing initiatives aimed at supporting two acquisitions and an increased level of product and market support activities; (4) increased interchange service fees of $560,000 due to higher merchant card transaction volume; (5) higher telephone expense of $176,000; (6) increased intangible amortization expense of $583,000; and (7) higher merger expenses of $550,000. The increases in telephone, intangible amortization, and merger expenses were due to the integration of two acquisitions during the year. The net noninterest expense ratio (defined as noninterest income minus noninterest expense, net of intangible amortization and conversion/merger- related expenses, as a percent of average assets) was 2.20% in 2005 compared to 1.71% in 2004, and 1.91% in 2003. Our efficiency ratio (expressed as noninterest expense, net of intangible amortization and conversion/merger- related expenses, as a percent of taxable equivalent net interest income plus noninterest income) was 64.8%, 61.6%, and 62.0% in 2005, 2004 and 2003, respectively. Excluding the effect of the one-time gain of $6.9 million realized from the sale of the Bank’s credit card portfolio, the above mentioned metrics for 2004 adjust to 2.05% and 64.8%, respectively. Income Taxes The consolidated provision for federal and state income taxes was $16.6 million in 2005, compared to $15.9 million in 2004, and $13.6 million in 2003. The increase in each of the three respective years was due to higher taxable income, driven by earnings growth and lower tax exempt income. The effective tax rate was 35.4% in 2005, 35.1% in 2004, and 35.0% in 2003. These rates differ from the combined federal and state statutory tax rates due primarily to tax-exempt income on loans and securities. FINANCIAL CONDITION Our 2005 balance sheet reflects growth from within our existing markets plus the integration of the Recent Acquisitions. Average assets totaled $2.5 billion, an increase of $480.0 million, or 23.9%, in 2005 versus the comparable period in 2004. Average earning assets for 2005 were $2.2 billion, representing an increase of $397.8 million, or 22.2%, over 2004. Loan growth, in existing markets and from acquisitions, fueled the earning asset increase in 2005 as average loans increased $429.5 million, or 27.9%. A $7.8 million, or 4.3% increase in investment securities also contributed to the increase. Partially offsetting the aforementioned increases was a decrease in average funds sold of $39.6 million, or 58.8%. Funding of 2005 earning asset growth is discussed in more detail under the section entitled "Liquidity." Table 2 provides information on average balances and rates, Table 3 provides an analysis of rate and volume variances, and Table 4 highlights the changing mix of our earning assets over the last three years. Loans Average loans increased $429.5 million, or 27.9%, over the comparable period in 2004. Loans as a percent of average earning assets increased to 90.0% for the year, compared to 86.0% for 2004. Loan growth occurred in all loan categories during the year as noted in Table 4 below. The growth reflects Recent Acquisitions and strong organic loan growth within existing markets. Although management is continually evaluating alternative sources of revenue, lending is a major component of our business and is key to profitability. While management strives to identify opportunities to increase Table 4 Sources of Earning Asset Growth (Average Balances - Dollars in Thousands) Loans: 2004 to 2005 Change Percentage of Total Change Components of Average Earning Assets 2005 2004 2003 Commercial, Financial and Agricultural ....................................... $ 22,696 5.7% 9.5% 10.3% 9.2% Real Estate - Construction ............................................................ Real Estate - Commercial ............................................................. Real Estate - Residential ............................................................... Consumer ...................................................................................... Total Loans................................................................................ Securities: Taxable........................................................................................... Tax-Exempt.................................................................................... Total Securities ......................................................................... 41,406 197,179 163,479 4,785 429,545 10,564 (2,727) 7,837 Funds Sold............................................................................................... (39,553) Total Earning Assets ............................................................ $397,829 ================ 10.4 49.6 41.1 1.2 108.0 2.7 (0.7) 2.0 (10.0) 100.0% =========== 6.9 31.4 31.3 10.9 90.0 6.5 2.3 8.8 1.2 6.2 27.3 29.1 13.1 86.0 7.4 2.9 10.3 3.7 5.5 23.4 29.1 13.9 81.1 7.7 3.8 11.5 7.4 100.0% =========== 100.0% =========== 100.0% ============= 26 annual report annual report financial review loans outstanding and enhance the portfolio's overall contribution to earnings, it can do so only by adhering to sound lending principles applied in a prudent and consistent manner. Thus, management will not relax its underwriting standards in order to achieve designated growth goals. Our average loan-to-deposit ratio increased to 100.7% in 2005 from 96.2% in 2004. This compares to an average loan-to-deposit ratio in 2003 of 92.1%. The higher average loan-to-deposit ratio in all three periods reflects strong loan growth as discussed above. Real estate loans, combined, represented 77.5% of total loans at December 31, 2005, versus 76.3% in 2004. This increase is reflective of increases in all real estate loan categories as noted above. See the section entitled "Risk Element Assets" for a discussion concerning loan concentrations. The composition of our loan portfolio at December 31, for each of the past five years is shown in Table 5. Table 6 arrays our total loan portfolio as of December 31, 2005, based upon maturities. As a percent of the total portfolio, loans with fixed interest rates represent 34.9% as of December 31, 2005, versus 36.6% at December 31, 2004. Allowance for Loan Losses Management maintains the allowance for loan losses at a level sufficient to provide for the estimated credit losses inherent in the loan portfolio as of the balance sheet date. Credit losses arise from the borrowers’ inability and unwillingness to repay, and from other risks inherent in the lending process including collateral risk, operations risk, concentration risk, and economic risk. As such, all related risks of lending are considered when assessing the adequacy of the allowance. The allowance for loan losses is established through a provision charged to expense. Loans are charged against the allowance when management believes collection of the principal is unlikely. The allowance for loan losses is based on management's judgment of overall credit quality. This is a significant estimate based on a detailed analysis of the loan portfolio. The balance can and will change based on changes in the assessment of the portfolio's overall credit quality and other risk factors both internal and external to us. Management evaluates the adequacy of the allowance for loan losses on a quarterly basis. Loans that have been identified as impaired are reviewed for adequacy of collateral, with a specific reserve assigned to those loans when necessary. Impaired loans are defined as those in which the full collection of principal and interest in accordance with the contractual terms is improbable. Impaired loans generally include those that are past due for 90 days or more and those classified as doubtful in accordance with our risk rating system. Loans classified as doubtful have a high possibility of loss, but because of certain factors that may work to strengthen the loan, its classification as a loss is deferred until a more exact status may be determined. Not all loans are considered in the review for impairment; only loans that are for business purposes exceeding $25,000 are considered. The evaluation is based on current financial condition of the borrower or current payment status of the loan. The method used to assign a specific reserve depends on whether repayment of the loan is dependent on liquidation of collateral. If repayment is dependent on the sale of collateral, the reserve is equivalent to the recorded investment in the loan less the fair value of the collateral after estimated sales expenses. If repayment is not dependent on the sale of collateral, the reserve Table 5 Loans by Category As of December 31, (Dollars in Thousands) 2005 2004 2003 2002 2001 Commercial, Financial and Agricultural ......................................... $ 218,434 $ 206,474 $ 160,048 $ 141,459 $ 128,480 Real Estate - Construction.............................................................. Real Estate - Commercial ............................................................... Real Estate - Residential ................................................................. Consumer........................................................................................ Total Loans, Net of Unearned Interest.................................. 160,914 718,741 723,336 246,069 140,190 655,426 600,375 226,360 89,149 391,250 467,790 233,395 91,110 356,807 474,069 221,776 72,778 302,239 530,546 209,308 $2,067,494 ================== $1,828,825 =================== $1,341,632 =================== $1,285,221 ===================== $1,243,351 ================= Table 6 Loan Maturities (Dollars in Thousands) One Year or Less Commercial, Financial and Agricultural ............................................................. $ 91,765 Real Estate........................................................................................................... 463,150 Consumer (1)......................................................................................................... 30,306 Total ........................................................................................................... $585,221 ================ Loans with Fixed Rates ....................................................................................... $337,826 Loans with Floating or Adjustable Rates............................................................ 247,395 Total .......................................................................................................... $585,221 ================ (1) Demand loans and overdrafts are reported in the category of one year or less. Maturity Periods Over One Through Five Years $ 92,780 284,786 165,704 $543,270 ================ $359,971 183,299 $543,270 ================ Over Five Years $ 33,889 855,055 50,059 $939,003 ================== $ 24,277 914,726 $939,003 ================== Total $ 218,434 1,602,991 246,069 $2,067,494 ================= $ 722,074 1,345,420 $2,067,494 ================= CCBG 2 0 0 5 27 CCBG 2 0 0 5 financial review Table 7 Analysis of Allowance for Loan Losses For the Years Ended December 31, (Dollars in Thousands) 2005 2004 2003 2002 2001 Balance at Beginning of Year .................................................................... Acquired Reserves...................................................................................... Reserve Reversal(1) ...................................................................................... $16,037 1,385 - Charge-Offs: Commercial, Financial and Agricultural ........................................... Real Estate - Construction ................................................................ Real Estate - Commercial.................................................................. Real Estate - Residential.................................................................... Consumer ......................................................................................... Total Charge-Offs ......................................................................... Recoveries: Commercial, Financial and Agricultural ........................................... Real Estate - Construction ................................................................ Real Estate - Commercial ................................................................. Real Estate - Residential.................................................................... Consumer .......................................................................................... Total Recoveries........................................................................... Net Charge-Offs .......................................................................................... Provision for Loan Losses........................................................................... Balance at End of Year................................................................................ Ratio of Net Charge-Offs to Average Loans Outstanding ......................... Allowance for Loan Losses as a Percent of Loans at End of Year............ Allowance for Loan Losses as a Multiple of Net Charge-Offs .................. (1) Reflects recapture of reserves allocated to the credit card portfolio sold in August 2004. Table 8 Allocation of Allowance for Loan Losses 1,287 - 255 321 2,380 4,243 180 - 3 37 1,504 1,724 2,519 2,507 $17,410 ============= .13% ============= .84% ============= 6.91x ============= $12,429 $12,495 $12,096 5,713 (800) 873 - 48 191 3,946 5,058 81 - 14 188 1,329 1,612 3,446 2,141 - - 426 - 91 228 3,794 4,539 142 - - 18 877 1,037 3,502 3,436 - - 818 - - 175 3,279 4,272 136 - 20 37 1,181 1,374 2,898 3,297 $16,037 ============ .22% ============ .88% ============ 4.65x ============ $12,429 =========== .27% =========== .93% =========== 3.55x =========== $12,495 ============= .23% ============= .97% ============= 4.31x ============= $10,564 1,206 - 483 - 32 159 3,976 4,650 44 - 65 116 768 993 3,657 3,983 $12,096 ============== .31% ============== .97% ============== 3.31x ============== 2005 2004 2003 2002 2001 Percent of Loans in Each Category To Total Loans Allow- ance Amount Percent of Loans in Each Category To Total Loans Percent of Loans in Each Category To Total Loans Allow- ance Amount Percent of Loans in Each Category To Total Loans Percent of Loans in Each Category To Total Loans Allow- ance Amount Allow- ance Amount Allow- ance Amount (Dollars in Thousands) Commercial, Financial and Agricultural ................................ $ 3,663 10.6% $ 4,341 11.3% $ 2,824 11.9% $ 2,740 11.0% $ 3,257 10.3% Real Estate: Construction ............................... Commercial ................................ Residential .................................. Consumer ............................................. Not Allocated........................................ 762 6,352 1,019 3,105 2,509 7.8 34.7 35.0 11.9 - 578 6,296 705 2,966 1,151 7.7 35.8 32.8 12.4 - 313 2,831 853 4,169 1,439 6.6 29.2 34.9 17.4 - 348 2,559 1,021 4,210 1,617 7.1 27.8 36.9 17.2 - 600 3,098 947 4,194 - 5.9 24.3 42.7 16.8 - Total ....................................... $17,410 =========== 100.0% ========== $16,037 ============ 100.0% ========= $12,429 ============ 100.0% ========= $12,495 =========== 100.0% ========= $12,096 =========== 100.0% ========= 28 annual report annual report financial review is equivalent to the recorded investment in the loan less the estimated cash flows discounted using the loan’s effective interest rate. The discounted value of the cash flows is based on the anticipated timing of the receipt of cash payments from the borrower. The reserve allocations assigned to impaired loans are sensitive to the extent market conditions or the actual timing of cash receipts change. Once specific reserves have been assigned to impaired loans, general reserves are assigned to the remaining portfolio. General reserves are assigned to commercial purpose loans of $100,000 or more that are not impaired and large groups of smaller-balance homogenous loans, including commercial loans less than $100,000, consumer loans, and residential mortgage loans. Commercial purpose loans exceeding $100,000 that are not impaired, but exhibit specific weaknesses are detailed in a monthly Problem Loan Report. These loans are divided into seven different pools based on various risk characteristics and the underlying value of collateral taken to secure specific loans within the pools. These classified loans are monitored for changes in risk ratings that are assigned based on the Bank’s Asset Classification Policy, and for the ultimate disposition of the loan. The ultimate disposition may include upgrades in risk ratings, payoff of the loan, or charge-off of the loan. This migration analysis results in a loan loss ratio by loan pool of classified loans that is applied to the balance of the pool to determine general reserves for specifically identified pools of problem loans. This charge-off ratio is adjusted for various environmental factors including past due and nonperforming trends in the loan portfolio, the micro- and macro-economic outlook, and credit administration practices as determined by independent parties. General reserves are assigned to smaller balance homogenous loan pools, including commercial loans less than $100,000, consumer loans, and residential mortgage loans based on calculated overall loan loss ratios for the past three years. The loan loss ratios applied are adjusted for various environmental factors, with further consideration given to the highest charge- off experience of the Bank dating back to the recession of the late 1980s. The allowance for loan losses is compared against the sum of the specific reserves assigned to impaired loans plus the general reserves assigned to the remaining portfolio. Adjustments are made when appropriate. A most likely reserve value is determined within the computed range of required calculated reserve, with the actual allowance for loan losses compared to the most likely reserve value. The unallocated reserve is monitored on a regular basis and adjusted based on qualitative risk factors both internal and external to us. Table 7 analyzes the activity in the allowance over the past five years. The allowance for loan losses of $17.4 million at December 31, 2005 compares to $16.0 million at year-end 2004. As a percent of total loans, the allowance was .84% in 2005 and .88% in 2004. The allowance for loan losses reflects management’s current estimation of the credit quality of our loan portfolio. While there can be no assurance that we will not sustain loan losses in a particular period that are substantial in relation to the size of the allowance, management’s assessment of the loan portfolio does not indicate a likelihood of this occurrence. It is management’s opinion that the allowance at December 31, 2005 is adequate to absorb losses inherent in the loan portfolio at year-end. Table 8 provides an allocation of the allowance for loan losses to specific loan types for each of the past five years. The reserve allocations, as calculated using the above methodology, are assigned to specific loan categories corresponding to the type represented within the components discussed. There was a significant change in the reserve allocation in 2004 as noted by reserves held for the consumer loan, commercial real estate, and commercial portfolios. The Bank’s credit card portfolio, which previously accounted for up to one-third of net loan losses annually, was sold in August 2004, thus reducing the reserves required to support consumer loans. The large increase in 2004 for reserves held for commercial real estate and commercial loans was due to the acquisition of loans from FMB in late 2004. First National Bank of Alachua was acquired during 2005, which pushed total reserves higher. Risk Element Assets Risk element assets consist of nonaccrual loans, renegotiated loans, other real estate, loans past due 90 days or more, potential problem loans and loan concentrations. Table 9 depicts certain categories of our risk element assets as of December 31 for each of the last five years. Potential problem loans and loan concentrations are discussed within the narrative portion of this section. Our nonperforming loans increased $612,000, or 13.2%, from a level of $4.6 million at December 31, 2004, to $5.3 million at December 31, 2005. During 2005 loans totaling approximately $10.7 million were added, while loans totaling $10.1 million were removed from nonaccruing status. Of the $10.1 million removed, $2.0 million consisted of principal reductions and loan payoffs, $3.0 million represented loans transferred to other real estate, $4.1 million consisted of loans brought current and returned to an accrual status, and $1.0 million was charged off. Where appropriate, management has allocated specific reserves to absorb anticipated losses. All nonaccrual loans exceeding $25,000 not secured by 1-4 family residential properties are reviewed quarterly for impairment. A loan is considered impaired when the full collection of principal and interest in accordance with the contractual terms is improbable. When a loan is considered impaired, it is reviewed for exposure to credit loss. If credit loss is probable, a specific reserve is allocated to absorb the anticipated loss. We had $7.3 million in loans considered impaired at December 31, 2005. The anticipated loss in those impaired loans is $2.9 million. Interest on nonaccrual loans is generally recognized only when received. Cash collected on nonaccrual loans is applied against the principal balance or recognized as interest income based upon management’s expectations as to the ultimate collectibility of principal and interest in full. If interest on nonaccruing loans had been recognized on a fully accruing basis, interest income recorded would have been $186,000 higher for the year ended December 31, 2005. Other real estate totaled $292,000 at December 31, 2005, versus $625,000 at December 31, 2004. This category includes property owned by the Bank that was acquired either through foreclosure procedures or by receiving a deed in lieu of foreclosure. During 2005, we added properties totaling $2.7 million, and partially or completely liquidated properties totaling $3.0 million, resulting in a net decrease in other real estate of approximately $333,000. Potential problem loans are defined as those loans which are now current but where management has doubt as to the borrower’s ability to comply with present loan repayment terms. Potential problem loans totaled $9.8 million at December 31, 2005, compared to $7.1 million at year-end 2004. Loans past due 90 days or more totaled $309,000 at year-end, down from $605,000 at the previous year-end. Loan concentrations are considered to exist when there are amounts loaned to a multiple number of borrowers engaged in similar activities which cause them to be similarly impacted by economic or other conditions and such amount exceeds 10% of total loans. Due to the lack of diversified industry within the markets served by the Bank and the relatively close proximity of the markets, we have both geographic concentrations as well as CCBG 2 0 0 5 29 CCBG 2 0 0 5 financial review concentrations in the types of loans funded. Specifically, due to the nature of our markets, a significant portion of the portfolio has historically been secured with real estate. While we have a majority of our loans (77.5%) secured by real estate, the primary types of real estate collateral are commercial properties and 1-4 family residential properties. At December 31, 2005, commercial real estate mortgage loans and residential real estate mortgage loans accounted for 34.7% and 35.0%, respectively, of the loan portfolio. The real estate portfolio, while subject to cyclical pressures, is not typically speculative in nature and is originated at amounts that are within or below regulatory guidelines for collateral values. Management anticipates no significant reduction in the percentage of real estate loans to total loans outstanding. Management is continually analyzing its loan portfolio in an effort to identify and resolve problem assets as quickly and efficiently as possible. As of December 31, 2005, management believes it has identified and adequately reserved for such problem assets. However, management recognizes that many factors can adversely impact various segments of its markets, creating financial difficulties for certain borrowers. As such, management continues to focus its attention on promptly identifying and providing for potential losses as they arise. Investment Securities In 2005, our average investment portfolio increased $7.8 million, or 4.3%, from 2004 and decreased $2.1 million, or 1.1%, from 2003 to 2004. As a percentage of average earning assets, the investment portfolio represented 8.8% in 2005, compared to 10.3% in 2004. In 2005, the increase in the portfolio was due to additional securities obtained through an acquisition in late 2004, and the increase in required holdings of Federal Home Loan Bank stock. In 2004, the decline in the portfolio was attributable to the maturities of investment securities, which in anticipation of future loan growth, were only partially replaced during the period. Throughout 2006, we will closely monitor liquidity levels to assess the need to purchase additional investments. In 2005, average taxable investments increased $10.5 million, or 8.0%, while tax-exempt investments decreased $2.7 million, or 5.2%. Management will continue to purchase "bank qualified" municipal issues when it considers the yield to be attractive and we can do so without adversely impacting our tax position. As of December 31, 2005, we may purchase additional tax-exempt securities without adverse tax consequences. Table 9 Risk Element Assets The investment portfolio is a significant component of our operations and, as such, it functions as a key element of liquidity and asset/liability management. As of December 31, 2005, all securities are classified as available-for-sale. Classifying securities as available-for-sale offers management full flexibility in managing our liquidity and interest rate sensitivity without adversely impacting our regulatory capital levels. Securities in the available-for-sale portfolio are recorded at fair value with unrealized gains and losses associated with these securities recorded, net of tax, in the accumulated other comprehensive loss component of shareowners' equity. At December 31, 2005, shareowners' equity included a net unrealized loss of $1.2 million, compared to an unrealized loss of $0.4 million at December 31, 2004. It is neither management's intent nor practice to participate in the trading of investment securities for the purpose of recognizing gains and therefore we do not maintain a trading portfolio. The average maturity of the total portfolio at December 31, 2005 and 2004, was 1.65 and 1.63 years, respectively. See Table 10 for a breakdown of maturities by investment type. MUNICIPAL PORTFOLIO QUALITY (Dollars in Thousands) Moody’s Rating Amortized Cost AAA .................................................. $48,831 Percentage 91.09% AA-1 .................................................. AA-2 .................................................. AA-3 .................................................. AA ...................................................... 500 502 613 45 Not Rated (1) ...................................... 3,120 .93 .94 1.14 .08 5.82 Total .............................................. $53,611 ================= 100.00% ============ (1) All of the securities not rated by Moody’s are rated “A-” or higher by S&P. The weighted average taxable equivalent yield of the investment portfolio at December 31, 2005 was 3.57%, versus 3.38% in 2004. The increase in yield was due to acquisitions and purchases of securities throughout the year in a higher interest rate environment. The quality of the municipal portfolio at year-end is depicted in the table above. There were no investments in obligations, other than U.S. Governments, of any one state, municipality, political subdivision or any other issuer that exceeded 10% of our shareowners' equity at December 31, 2005. As of December 31, (Dollars in Thousands) 2005 2004 2003 2002 2001 Nonaccruing Loans ................................................................................................................... $ 5,258 $ 4,646 $ 2,346 $ 2,510 $ 2,414 Restructured............................................................................................................................... Total Nonperforming Loans................................................................................................. Other Real Estate ....................................................................................................................... Total Nonperforming Assets................................................................................................ Past Due 90 Days or More ......................................................................................................... Nonperforming Loans/Loans ..................................................................................................... Nonperforming Assets/Loans Plus Other Real Estate .............................................................. Nonperforming Assets/Capital(1) ............................................................................................... Allowance/Nonperforming Loans ............................................................................................. - 5,258 292 $ 5,550 ============= $ 309 ============= .25% ============= .27% ============= 1.72% ============= 331.11% ============= - 4,646 625 $ 5,271 ============= $ 605 ============= .25% ============= .29% ============= 1.93% ============= 345.18% ============= - 2,346 4,955 $ 7,301 ============= $ 328 ============= .17% ============= .54% ============= 3.39% ============= 529.80% ============= - 2,510 1,333 $ 3,843 =========== $ 2,453 =========== .20% =========== .30% =========== 1.93% =========== 497.72% =========== 20 2,434 1,506 $ 3,940 =========== $ 1,065 =========== .20% =========== .32% =========== 2.14% =========== 496.96% =========== (1) For computation of this percentage, "Capital" refers to shareowners' equity plus the allowance for loan losses. 30 annual report annual report financial review Table 10 Maturity Distribution of Investment Securities As of December 31, 2005 2004 2003 Amortized Cost Market Value Weighted(1) Average Yield Amortized Cost Market Value Weighted(1) Average Yield Amortized Cost Market Value Weighted(1) Average Yield (Dollars in Thousands) U.S. GOVERNMENTS Due in 1 year or less .................................. $ 58,032 $ 57,621 2.30% $ 48,553 $ 48,327 2.08% $ 82,654 $ 82,749 1.26% Due over 1 year through 5 years .............. Due over 5 years through 10 years............ Due over 10 years ...................................... 24,296 1,970 - 23,662 1,948 - TOTAL .................................................... 84,298 83,231 STATES & POLITICAL SUBDIVISIONS Due in 1 year or less .................................. Due over 1 year through 5 years .............. Due over 5 years through 10 years............ Due over 10 years ...................................... 21,097 32,130 384 - 21,048 31,702 393 - TOTAL .......................................................... 53,611 53,143 MORTGAGE-BACKED SECURITIES(2) Due in 1 year or less .................................. Due over 1 year through 5 years .............. Due over 5 years through 10 years............ Due over 10 years ...................................... 339 14,958 5,651 - 337 14,685 5,509 - TOTAL ...................................................... 20,948 20,531 3.52 3.57 - 2.68 4.66 4.11 6.53 - 4.34 3.97 4.12 5.09 - 4.38 OTHER SECURITIES 66,863 66,204 7,684 7,589 - - 2.38 3.75 - 22,706 22,848 2.04 - - - - - - 123,100 122,120 2.35 105,360 105,597 1.43 27,916 21,076 897 - 28,090 21,200 916 - 5.94 4.56 5.36 - 19,018 36,046 577 - 19,205 37,337 610 - 4.18 4.47 4.36 - 49,889 50,206 5.35 55,641 57,152 4.37 489 493 22,719 22,839 3,085 3,068 - - 5.13 3.96 4.83 - 356 361 11,167 11,586 95 - 98 - 5.12 5.29 3.26 - 26,293 26,400 4.09 11,618 12,045 5.27 Due in 1 year or less .................................. Due over 1 year through 5 years .............. Due over 5 years through 10 years............ Due over 10 years(3) .................................... TOTAL ...................................................... - - - - - - - - - - - - - - - - - - 14,114 14,114 14,114 14,114 4.75 4.75 11,514 11,514 11,514 11,514 4.31 4.31 1,003 1,016 6.18 - 2 5,922 6,927 - 2 5,922 6,940 - - 3.89 4.22 TOTAL INVESTMENT SECURITIES ...................... $172,971 ============= $171,019 ============= 3.57% ===== $210,796 $210,240 ============= ============= 3.38% ======= $179,546 ============= $181,734 ============== 2.69% ====== (1) Weighted average yields are calculated on the basis of the amortized cost of the security. The weighted average yields on tax-exempt obligations are computed on a taxable equivalent basis using a 35% tax rate. (2) Based on weighted average life. (3) Federal Home Loan Bank Stock and Federal Reserve Bank Stock are included in this category for weighted average yield, but do not have stated maturities. AVERAGE MATURITY (In Years) U.S. Governments ........................................................... States and Political Subdivisions ................................... Mortgage-Backed Securities.......................................... Other Securities .............................................................. TOTAL ......................................................................... As of December 31, 2005 2004 2003 1.01 1.31 5.05 - 1.65 ======= 1.54 1.32 2.67 - 1.63 ======= .73 1.23 1.56 .30 .90 ======= CCBG 2 0 0 5 31 CCBG 2 0 0 5 financial review Table 10 and Note 3 in the Notes to Consolidated Financial Statements present a detailed analysis of our investment securities as to type, maturity and yield. Deposits and Funds Purchased Average total deposits of $1.95 billion in 2005 increased $355.7 million, or 22.2%, from the prior year. Deposit growth for the year was driven primarily by the integration of deposits from bank acquisitions and the introduction of "Absolutely Free Checking." All deposit categories grew, with a majority of the growth being realized in non-maturity interest bearing deposits. Average noninterest bearing deposits as a percent of average total deposits declined from 30.6% in 2004 to 27.9% in 2005. This was primarily a result of "Absolutely Free Checking," promotions on interest bearing deposit products, and an increase in the level of interest rates. We experienced deposit run-off in acquisition markets throughout 2005, primarily in certificates of deposit. Competition for deposits remains strong in all Bank markets. In 2006, growth is anticipated to continue in nonmaturity deposits and be partially offset by a decline in certificates of deposits, but at a slower pace than 2005. Table 2 provides an analysis of our average deposits, by category, and average rates paid thereon for each of the last three years. Table 11 reflects the shift in our deposit mix over the last three years and Table 12 provides a maturity distribution of time deposits in denominations of $100,000 and over. Average short-term borrowings, which include federal funds purchased, securities sold under agreements to repurchase, Federal Home Loan Bank advances (maturing in less than one year), and other borrowings, declined $2.7 million, or 2.7%. The slight decline is attributable to a $14.8 million decline in repurchase agreements, partially offset by a $9.4 million increase in federal funds purchased and a $2.7 million increase in short-term Federal Home Loan Bank advances. See Note 9 in the Notes to Consolidated Financial Statements for further information on short-term borrowings. LIQUIDITY AND CAPITAL RESOURCES Liquidity Liquidity for a banking institution is the availability of funds to meet increased loan demand and/or excessive deposit withdrawals. Management monitors our financial position in an effort to ensure we have ready access to sufficient liquid funds to meet normal transaction requirements, can take advantage of investment opportunities and cover unforeseen liquidity demands. In addition to core deposit growth, sources of funds available to meet liquidity demands include cash received through ordinary business activities (e.g., collection of interest and fees), federal funds sold, loan and investment maturities, our bank lines of credit, approved lines for the purchase of federal funds by CCB and Federal Home Loan Bank advances. We ended 2005 with approximately $61.1 million in liquidity, a decline of approximately $13.9 million from the previous year-end. On a year-to-date average basis, liquidity declined $39.6 million from 2004. The decline was primarily the result of loan growth. Management expects liquidity to continue to decline throughout 2006 due to the funding of planned loan growth. We have the ability to draw on a $25.0 million Revolving Credit Note, due on October 15, 2007. Interest is payable quarterly at LIBOR plus an applicable margin on advances. The revolving credit is unsecured. The existing loan agreement contains certain financial covenants that we must maintain. At December 31, 2005, we were in compliance with all of the terms of the agreement and had $25.0 million available under the line of credit facility. At December 31, 2005, we had $98.6 million in borrowings outstanding to the Federal Home Loan Bank of Atlanta ("FHLB") consisting of 39 notes. Three notes totaling $30.0 million are classified as short-term borrowings with the remaining notes classified as long-term borrowings. The interest rates are fixed and the weighted average rate at December 31, 2005 was 4.29%. Required annual principal reductions approximate $2.7 million, with the remaining balances due at maturity ranging from 2006 to 2024. During 2005, we obtained Table 11 Sources of Deposit Growth (Average Balances - Dollars in Thousands) Noninterest Bearing Deposits .................................................... NOW Accounts............................................................................ Money Market Accounts ............................................................ Savings ........................................................................................ Time Deposits ............................................................................. Total Deposits .................................................................... 2004 to 2005 Change Percentage of Total Change $ 55,591 138,109 48,022 22,608 91,357 $355,687 =============== 15.6% 38.8 13.5 6.4 25.7 100.0% ========= Components of Total Deposits 2005 27.9% 22.0 14.1 7.8 28.2 100.0% ======== 2004 2003 30.6% 28.6% 18.3 14.3 8.1 28.7 18.4 15.1 7.7 30.2 100.0% ========= 100.0% ========== Table 12 Maturity Distribution of Certificates of Deposit $100,000 or Over (Dollars in Thousands) Three months or less .......................................................................................................................... Over three through six months ........................................................................................................... Over six through twelve months......................................................................................................... Over twelve months ........................................................................................................................... Total ........................................................................................................................................... December 31, 2005 Time Certificates of Deposit $ 41,852 28,158 41,609 31,755 $143,374 ============= Percent 29.19% 19.64 29.02 22.15 100.00% =========== 32 annual report annual report financial review three advances from the FHLB totaling $30.0 million with an average fixed rate of 4.30% and maturing in one year increments starting in September 2006 and concluding in September 2008. Other FHLB long-term borrowings obtained in 2005 consisted of $3.6 million primarily used to match-fund longer-term, fixed rate loan products, which management elected not to fund internally due to asset/liability management considerations. The aforementioned FHLB notes are collateralized by a blanket floating lien on all 1-4 family residential mortgage loans, commercial real estate mortgage loans, and home equity mortgage loans. See Note 10 in the Notes to Consolidated Financial Statements for additional information on these borrowings. We issued two junior subordinated deferrable interest notes to wholly owned Delaware statutory trusts. The first note for $30.9 million was issued to CCBG Capital Trust I in November 2004. The second note for $32.0 million was issued to CCBG Capital Trust II in May 2005. See Note 10 in the Notes to Consolidated Financial Statements for additional information on these borrowings. The interest payments for the CCBG Capital Trust I borrowing are due quarterly at a fixed rate of 5.71% for five years, then adjustable annually to LIBOR plus a margin of 1.90%. This note matures on December 31, 2034. The proceeds of this borrowing were used to partially fund the Farmers and Merchants Bank of Dublin acquisition. The interest payments for the CCBG Capital Trust II borrowing are due quarterly at a fixed rate of 6.07% for five years, then adjustable quarterly to LIBOR plus a margin of 1.80%. This note matures on June 15, 2035. The proceeds of this borrowing were used to partially fund the First Alachua Banking Corporation acquisition. It is anticipated that capital expenditures will approximate $16.6 million over the next twelve months. These capital expenditures are expected to consist primarily of several new offices in existing markets, office equipment and furniture, and technology purchases. Management believes these capital expenditures can be funded internally without impairing our ability to meet our on-going obligations. Capital We continue to maintain a strong capital position. The ratio of shareowners' equity to total assets at year-end was 11.65%, 10.86%, and 10.98%, in 2005, 2004, and 2003, respectively. We are subject to risk-based capital guidelines that measure capital relative to risk weighted assets and off-balance sheet financial instruments. Capital guidelines issued by the Federal Reserve Board require bank holding companies to have a minimum total risk-based capital ratio of 8.00%, with at least half of the total capital in the form of Tier 1 capital. As of December 31, 2005, we exceeded these capital guidelines with a total risk-based capital ratio of 13.56% and a Tier 1 ratio of 12.61%, compared to 12.33% and 11.44%, respectively, in 2004. As allowed by Federal Reserve Board capital guidelines the trust preferred securities issued by CCBG Capital Trust I and CCBG Capital Trust II are included as Tier 1 capital in our capital calculations previously noted. See Note 10 in the Notes to Consolidated Financial Statements for additional information on our two trust preferred security offerings. See Note 14 in the Notes to Consolidated Financial Statements for additional information as to our capital adequacy. A tangible leverage ratio is also used in connection with the risk-based capital standards and is defined as Tier 1 capital divided by average assets. The minimum leverage ratio under this standard is 3% for the highest-rated bank holding companies which are not undertaking significant expansion programs. An additional 1% to 2% may be required for other companies, depending upon their regulatory ratings and expansion plans. On December 31, 2005, we had a leverage ratio of 10.27% compared to 8.79% in 2004. Shareowners' equity as of December 31, for each of the last three years is presented below: Shareowners’ Equity (Dollars in Thousands) Common Stock Additional Paid-in Capital Retained Earnings Subtotal Accumulated Other Comprehensive (Loss) Income, Net of Tax Total Shareowners' Equity 2005 2004 2003 $ 186 83,304 223,532 307,022 $ 177 52,328 204,648 257,153 $ 165 16,124 185,134 201,423 (1,246) $305,776 ========= (353) $256,800 ========= 1,386 $202,809 ========= At December 31, 2005, our common stock had a book value of $16.39 per diluted share compared to $14.51 in 2004. Beginning in 1994, book value has been impacted by the net unrealized gains and losses on investment securities available-for-sale. At December 31, 2005, the net unrealized loss was $1.2 million compared to a net unrealized loss of $.4 million in 2004. The increase in unrealized loss is primarily due to the general increase in interest rates. Our Board of Directors has authorized the repurchase of up to 1,171,875 shares of our outstanding common stock. The purchases are made in the open market or in privately negotiated transactions. To date, we have repurchased a total of 715,884 shares at an average purchase price of $15.34 per share. We offer an Associate Incentive Plan under which certain associates are eligible to earn shares of our common stock based upon achieving established performance goals. In 2005, we issued 8,450 shares, valued at approximately $283,000 under this plan. We also offer stock purchase plans, whereby employees and directors may purchase shares at a 10% discount. In 2005, 23,435 shares, valued at approximately $679,000 (before 10% discount), were issued under these plans. Table 13 Contractual Cash Obligations Table 13 sets forth certain information about contractual cash obligations at December 31, 2005. (Dollars in Thousands) 1 Year or Less 1-3 Years 4-5 Years After 5 Years Total Federal Home Loan Bank Advances .......................................... $32,816 $30,748 Subordinated Notes Payable ...................................................... Operating Lease Obligations ...................................................... Total Contractual Cash Obligations............................................ - 1,345 $34,161 ============= - 2,386 $33,135 ============== $6,049 - 2,177 $8,226 =========== $28,985 62,887 6,349 $98,221 ============= $ 98,598 62,887 12,258 $173,742 =============== Payments Due By Period CCBG 2 0 0 5 33 CCBG 2 0 0 5 financial review Dividends Adequate capital and financial strength is paramount to our stability and the stability of our subsidiary bank. Cash dividends declared and paid should not place unnecessary strain on our capital levels. When determining the level of dividends the following factors are considered: • Compliance with state and federal laws and regulations; • Our capital position and our ability to meet our financial obligations; • Projected earnings and asset levels; and • The ability of the Bank and us to fund dividends. Although a consistent dividend payment is believed to be favorably viewed by the financial markets and shareowners, the Board of Directors will declare dividends only if we are considered to have adequate capital. Future capital requirements and corporate plans are considered when the Board considers a dividend payment. Dividends declared and paid totaled $.6185 per share in 2005. For the first through third quarters of 2005 we declared a dividend of $.1525 per share. The dividend was raised 7.2% in the fourth quarter of 2005 from $.1525 per share to $.1625 per share. We paid dividends of $.5840 per share in 2004 and $.5248 per share in 2003. The dividend payout ratio was 37.35%, 33.62%, and 34.54% for 2005, 2004 and 2003, respectively. Total cash dividends declared per share in 2005 represented a 6.0% increase over 2004. All share and per share data has been adjusted to reflect the five-for-four stock split effective July 1, 2005. OFF-BALANCE SHEET ARRANGEMENTS We do not currently engage in the use of derivative instruments to hedge interest rate risks. However, we are a party to financial instruments with off- balance sheet risks in the normal course of business to meet the financing needs of our clients. At December 31, 2005, we had $445.3 million in commitments to extend credit and $20.7 million in standby letters of credit. Commitments to extend credit are agreements to lend to a client 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. Standby letters of credit are conditional commitments issued by us to guarantee the performance of a client to a third party. We use the same credit policies in establishing commitments and issuing letters of credit as we do for on-balance sheet instruments. If commitments arising from these financial instruments continue to require funding at historical levels, management does not anticipate that such funding will adversely impact its ability to meet on-going obligations. In the event these commitments require funding in excess of historical levels, management believes current liquidity, available lines of credit from the FHLB, investment security maturities and our revolving credit facility provide a sufficient source of funds to meet these commitments. ACCOUNTING POLICIES Critical Accounting Policies The consolidated financial statements and accompanying Notes to Consolidated Financial Statements are prepared in accordance with accounting principles generally accepted in the United States of America, which require us to make various estimates and assumptions (see Note 1 in the Notes to Consolidated Financial Statements). We believe that, of our significant accounting policies, the following may involve a higher degree of judgment and complexity. Allowance for Loan Losses. The allowance for loan losses is established through a charge to the provision for loan losses. Provisions are made to reserve for estimated losses in loan balances. The allowance for loan losses is a significant estimate and is evaluated quarterly by us for adequacy. The use of different estimates or assumptions could produce a different required allowance, and thereby a larger or smaller provision recognized as expense in any given reporting period. A further discussion of the allowance for loan losses can be found in the section entitled "Allowance for Loan Losses" and Note 1 in the Notes to Consolidated Financial Statements. Intangible Assets. Intangible assets consist primarily of goodwill, core deposit assets, and other identifiable intangibles that were recognized in connection with various acquisitions. Goodwill represents the excess of the cost of acquired businesses over the fair market value of their identifiable net assets. We perform an impairment review on an annual basis to determine if there has been impairment of our goodwill. We have determined that no impairment existed at December 31, 2005. Impairment testing requires management to make significant judgments and estimates relating to the fair value of its identified reporting units. Significant changes to these estimates may have a material impact on our reported results. Core deposit assets represent the premium we paid for core deposits. Core deposit intangibles are amortized on the straight-line method over various periods ranging from 5-10 years. Generally, core deposits refer to nonpublic, non-maturing deposits including noninterest-bearing deposits, NOW, money market and savings. We make certain estimates relating to the useful life of these assets, and rate of run-off based on the nature of the specific assets and the client bases acquired. If there is a reason to believe there has been a permanent loss in value, management will assess these assets for impairment. Any changes in the original estimates may materially affect reported earnings. Pension Assumptions. We have a defined benefit pension plan for the benefit of substantially all of our associates. Our funding policy with respect to the pension plan is to contribute amounts to the plan sufficient to meet minimum funding requirements as set by law. Pension expense, reflected in the Consolidated Statements of Income in noninterest expense as "Salaries and Associate Benefits," is determined by an external actuarial valuation based on assumptions that are evaluated annually as of December 31, the measurement date for the pension obligation. The Consolidated Statements of Financial Condition reflect an accrued pension benefit cost due to funding levels and unrecognized actuarial amounts. The most significant assumptions used in calculating the pension obligation are the weighted-average discount rate used to determine the present value of the pension obligation, the weighted-average expected long-term rate of return on plan assets, and the assumed rate of annual compensation increases. These assumptions are re- evaluated annually with the external actuaries, taking into consideration both current market conditions and anticipated long-term market conditions. The weighted-average discount rate is determined by matching anticipated Retirement Plan cash flows for a 30-year period to long-term corporate Aa-rated bonds and solving for the underlying rate of return, which investing in such securities would generate. This methodology is applied consistently from year-to-year. The discount rate utilized in 2005 was 6.00%. The estimated impact to 2005 pension expense of a 25 basis point increase or decrease in the discount rate would have been a decrease of approximately $252,000 and an increase of approximately $263,000, respectively. We anticipate using a 5.75% discount rate in 2006. 34 annual report The weighted-average expected long-term rate of return on plan assets is determined based on the current and anticipated future mix of assets in the plan. The assets currently consist of equity securities, U.S. Government and Government agency debt securities, and other securities (typically temporary liquid funds awaiting investment). The weighted-average expected long-term rate of return on plan assets utilized for 2005 was 8.0%. The estimated impact to pension expense of a 25 basis point increase or decrease in the rate of return would have been an approximate $99,000 decrease or increase, respectively. We anticipate using a rate of return on plan assets for 2006 of 8.0%. The assumed rate of annual compensation increases of 5.50% in 2005 is based on expected trends in salaries and the employee base. This assumption is not expected to change materially in 2006. Detailed information on the pension plan, the actuarially determined disclosures, and the assumptions used are provided in Note 12 of the Notes to Consolidated Financial Statements. Recent Accounting Pronouncements SFAS No. 154, "Accounting Changes and Error Corrections, a Replacement of APB Opinion No. 20 and FASB Statement No. 3" ("SFAS 154"). SFAS 154 establishes, unless impracticable, retrospective application as the required method for reporting a change in accounting principle in the absence of explicit transition requirements specific to a newly adopted accounting principle. Previously, most changes in accounting principle were recognized by including the cumulative effect of changing to the new accounting principle in net income of the period of the change. Under SFAS 154, retrospective application requires (i) the cumulative effect of the change to the new accounting principle on periods prior to those presented to be reflected in the carrying amounts of assets and liabilities as of the beginning of the first period presented, (ii) an offsetting adjustment, if any, to be made to the opening balance of retained earnings (or other appropriate components of equity) for that period, and (iii) financial statements for each individual prior period presented to be adjusted to reflect the direct period-specific effects of applying the new accounting principle. Special retroactive application rules apply in situations where it is impracticable to determine either the period- specific effects or the cumulative effect of the change. Indirect effects of a change in accounting principle are required to be reported in the period in which the accounting change is made. SFAS 154 carries forward the guidance in APB Opinion 20 "Accounting Changes," requiring justification of a change in accounting principle on the basis of preferability. SFAS 154 also carries forward without change the guidance contained in APB Opinion 20, for reporting the correction of an error in previously issued financial statements and for a change in accounting estimate. SFAS 154 is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. We do not expect SFAS 154 will significantly impact our financial statements upon its adoption on January 1, 2006. FASB Staff Position (FSP) No. 115-1, "The Meaning of Other-Than- Temporary Impairment and Its Application to Certain Investments." FSP 115-1 provides guidance for determining when an investment is considered impaired, whether impairment is other-than-temporary, and measurement of an impairment loss. An investment is considered impaired if the fair value of the investment is less than its cost. If, after consideration of all available evidence to evaluate the realizable value of its investment, impairment is determined to be other-than-temporary, then an impairment loss should be recognized equal to the difference between the investment’s cost and its fair value. FSP 115-1 nullifies certain provisions of Emerging Issues Task Force (EITF) Issue No. 03-1, "The Meaning of Other-Than-Temporary Impairment and annual report financial review Its Application to Certain Investments," while retaining the disclosure requirements of EITF 03-1 which were adopted in 2003. FSP 115-1 is effective for reporting periods beginning after December 15, 2005. We do not expect FSP 115-1 will significantly impact our financial statements upon its adoption on January 1, 2006. In December 2004, the Financial Accounting Standards Board ("FASB") issued SFAS No. 123R, "Share-Based Payment" (Revised). SFAS 123R establishes standards for the accounting for transactions in which an entity (i) exchanges its equity instruments for goods or services, or (ii) incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of the equity instruments. SFAS 123R eliminates the ability to account for stock-based compensation using APB 25 and requires that such transactions be recognized as compensation cost in the income statement based on their fair values on the date of the grant. We adopted the accounting standards set forth in SFAS No. 123 in 2003 and have accordingly expensed stock–based compensation for 2003, 2004, and 2005. See Note 1 — Accounting Policies. In December 2003, the American Institute of Certified Public Accountants ("AICPA") issued Statement of Position ("SOP") No. 03-3, "Accounting for Certain Loans or Debt Securities Acquired in a Transfer." SOP 03-3 addresses accounting for differences between contractual cash flows and cash flows expected to be collected from an investor's initial investment in loans acquired in a transfer when those cash flow differences are attributable, at least in part, to credit quality. As such, SOP 03-3 applies to loans and debt securities acquired individually, in pools or as part of a business combination and does not apply to originated loans. The application of SOP 03-3 limits the interest income, including accretion of purchase price discounts that may be recognized for certain loans and debt securities. Additionally, SOP 03-3 does not allow the excess of contractual cash flows over cash flows expected to be collected to be recognized as an adjustment of yield, loss accrual or valuation allowance, such as the allowance for loan losses. SOP 03-3 requires that increases in expected cash flows subsequent to the initial investment be recognized prospectively through adjustment of the yield on the loan or debt security over its remaining life. Decreases in expected cash flows should be recognized as impairment. In the case of loans acquired in a business combination where the loans show signs of credit deterioration, SOP 03-3 represents a significant change from current purchase accounting practice whereby the acquiree’s allowance for loan losses is typically added to the acquirer’s allowance for loan losses. SOP 03-3 is effective for loans and debt securities acquired by us beginning January 1, 2005. We adopted SOP 03-3 and application of its guidance for the recent First Alachua Bank Corporation acquisition, which did not have a significant impact on our financial statements. Loans acquired in future acquisitions will continue to be accounted for under SOP 03-3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK Overview Market risk management arises from changes in interest rates, exchange rates, commodity prices, and equity prices. We have risk management policies to monitor and limit exposure to market risk and do not participate in activities that give rise to significant market risk involving exchange rates, commodity prices, or equity prices. In asset and liability management activities, policies are in place that are designed to minimize structural interest rate risk. CCBG 2 0 0 5 35 CCBG 2 0 0 5 financial review Interest Rate Risk Management The normal course of business activity exposes us to interest rate risk. Fluctuations in interest rates may result in changes in the fair market value of our financial instruments, cash flows and net interest income. We seek to avoid fluctuations in our net interest margin and to maximize net interest income within acceptable levels of risk through periods of changing interest rates. Accordingly, our interest rate sensitivity and liquidity are monitored on an ongoing basis by our Asset and Liability Committee ("ALCO"), which oversees market risk management and establishes risk measures, limits and policy guidelines for managing the amount of interest rate risk and its effects on net interest income and capital. A variety of measures are used to provide for a comprehensive view of the magnitude of interest rate risk, the distribution of risk, the level of risk over time and the exposure to changes in certain interest rate relationships. ALCO continuously monitors and manages the balance between interest rate-sensitive assets and liabilities. ALCO's objective is to manage the impact of fluctuating market rates on net interest income within acceptable levels. In order to meet this objective, management may adjust the rates charged/paid on loans/deposits or may shorten/lengthen the duration of assets or liabilities within the parameters set by ALCO. Our financial assets and liabilities are classified as other-than-trading. An analysis of the other-than-trading financial components, including the fair values, are presented in Table 14. This table presents our consolidated interest rate sensitivity position as of year-end 2005 based upon certain assumptions as set forth in the Notes to the Table. The objective of interest rate sensitivity analysis is to measure the impact on our net interest income due to fluctuations in interest rates. The asset and liability values presented in Table 14 may not necessarily be indicative of our interest rate sensitivity over an extended period of time. We expect rising rates to have a favorable impact on the net interest margin, subject to the magnitude and timeframe over which the rate changes occur. However, as general interest rates rise or fall, other factors such as current market conditions and competition may impact how we respond to changing rates and thus impact the magnitude of change in net interest income. Non-maturity deposits offer management greater discretion as to the direction, timing, and magnitude of interest rate changes and can have a material impact on our interest rate sensitivity. In addition, the relative level of interest rates as compared to the current yields/rates of existing assets/liabilities can impact both the direction and magnitude of the change in net interest margin as rates rise and fall from one period to the next. Inflation The impact of inflation on the banking industry differs significantly from that of other industries in which a large portion of total resources are invested in fixed assets such as property, plant and equipment. Assets and liabilities of financial institutions are virtually all monetary in nature, and therefore are primarily impacted by interest rates rather than changing prices. While the general level of inflation underlies most interest rates, interest rates react more to changes in the expected rate of inflation and to changes in monetary and fiscal policy. Net interest income and the interest rate spread are good measures of our ability to react to changing interest rates and are discussed in further detail in the section entitled "Results of Operations." 36 annual report annual report financial review Table 14 Financial Assets and Liabilities Market Risk Analysis (1) Other Than Trading Portfolio (Dollars in Thousands) Year 1 Year 2 Year 3 Year 4 Year 5 Beyond Total Fair Value Maturing or Repricing in: Loans: Fixed Rate...................................................... $ 337,826 $159,503 $117,903 $52,794 $29,771 $24,277 $ 722,074 $ 719,765 Average Interest Rate .......................... 6.16% Floating Rate (2) .............................................. 1,082,130 Average Interest Rate .......................... 6.20% Investment Securities: (3) Fixed Rate...................................................... 78,444 Average Interest Rate .......................... Floating Rate ................................................ Average Interest Rate .......................... Other Earning Assets: Floating Rate ................................................ Average Interest Rate .......................... 2.57% 2,038 4.63% 61,164 4.32% 7.25% 137,593 6.28% 49,018 3.08% 7.26% 106,314 6.82% 11,215 3.59% - - - - - - - - 7.22% 7,748 7.17% 3,127 3.84% - - - - 7.46% 4,952 7.47% 8,373 3.95% - - - - 6.35% 6,683 7.74% 18,804 4.82% - - - - 6.72% 1,345,420 1,342,599 6.28% 168,981 168,981 3.13% 2,038 4.63% 61,164 4.32% 2,038 61,164 Total Financial Assets .................... $1,561,602 $346,114 $235,432 $63,669 Average Interest Rate ............ 5.93% 6.27% 6.89% 7.05% $43,096 6.78% $49,764 $2,299,677 $2,294,547 5.96% 6.13% Deposits: (4) Fixed Rate...................................................... $ 409,844 $ 71,258 $ 29,600 Average Interest Rate .......................... 2.83% 3.29% 3.46% Floating Rate ................................................ 995,136 Average Interest Rate .......................... 1.44% Other Interest Bearing Liabilities: Fixed Rate Debt ............................................ Average Interest Rate .......................... Floating Rate Debt ........................................ Average Interest Rate .......................... 3,399 4.68% 82,973 3.35% - - 16,879 4.14% - - - - 13,921 4.41% - - Total Financial Liabilities .............. $1,491,352 $ 88,137 $ 43,521 Average Interest Rate ............ 1.94% 3.46% 3.76% $ 9,105 3.59% $ 5,317 3.80% - - - - 3,021 4.41% 30,928 5.71% $43,054 1.07% 2,759 4.88% 31,959 6.07% $40,035 5.69% $ 251 $ 525,375 $ 449,663 4.94% - - 29,652 5.08% - - 2.95% 995,136 1.44% 69,631 4.66% 145,860 4.45% 995,136 69,295 145,797 $29,904 $1,736,002 $1,659,891 5.08% 2.18% (1) Based upon expected cash flows unless otherwise indicated. (2) Based upon a combination of expected maturities and repricing opportunities. (3) Based upon contractual maturity, except for callable and floating rate securities, which are based on expected maturity and weighted average life, respectively. (4) Savings, NOW and money market accounts can be repriced at any time, therefore, all such balances are included as floating rate deposits. Time deposit balances are classified according to maturity. CCBG 2 0 0 5 37 CCBG 2 0 0 5 financial review Table 15 Quarterly Financial Data (Unaudited) (Dollars in Thousands, Except Per Share Data) (1) Fourth Third Second First Fourth Third Second First 2005 2004 Summary of Operations: Interest Income ..................................... $ 38,780 $ 36,889 $ 33,910 $ 30,474 $ 29,930 $ 24,660 $ 24,265 $ 22,670 Interest Expense.................................... Net Interest Income .............................. Provision for Loan Losses ..................... Net Interest Income After 9,470 29,310 1,333 7,885 29,004 376 6,788 27,122 388 5,920 24,554 410 Provision for Loan Losses .............. 27,977 28,628 26,734 24,144 Gain on Sale of Credit Card Portfolios.. Noninterest Income .............................. Conversion/Merger Expense ................ Noninterest Expense............................. Income Before Provision for Income Taxes ............................. Provision for Income Taxes................... - 12,974 24 29,318 11,609 4,150 - 13,123 180 28,429 13,142 4,565 - 12,041 234 26,362 12,179 4,311 - 11,060 - 25,267 9,937 3,560 5,634 24,296 300 23,996 324 11,596 436 24,481 10,999 3,737 3,408 21,252 300 20,952 6,857 10,864 68 21,565 17,040 6,221 3,221 21,044 580 3,178 19,492 961 20,464 18,531 - 11,031 4 21,597 9,894 3,451 - 9,881 42 21,033 7,337 2,490 Net Income ............................................ Net Interest Income (FTE) ..................... 7,459 $ ========== 29,652 $ $ 8,577 ========== $ 29,329 7,868 $ ========== $ 27,396 $ 6,377 ========== $ 24,835 7,262 $ ========== 24,619 $ $ 10,819 ========== $ 21,528 6,443 $ ========== $ 21,333 $ 4,847 ========== $ 19,811 Per Common Share: Net Income Basic .................................. $ Net Income Diluted ............................... Dividends Declared ............................... Diluted Book Value ................................ Market Price: High................................................. Low ................................................ Close ............................................... Selected Average Balances: .40 .40 .163 16.39 39.33 33.21 34.29 $ .46 $ .44 $ .36 $ .46 .152 16.17 38.72 31.78 37.71 .44 .152 15.87 33.46 28.02 32.32 .36 .152 14.69 33.60 29.30 32.41 .40 .40 .152 14.51 36.78 30.17 33.44 $ .66 $ .38 $ .30 .66 .144 3.19 32.96 26.66 30.97 .38 .144 12.64 34.52 28.40 31.67 .30 .144 12.43 36.44 31.24 33.00 Loans ..................................................... $2,062,775 $2,046,968 $1,932,637 $1,827,327 $1,779,736 $1,524,401 $1,491,142 $1,357,206 Earning Assets....................................... 2,279,010 2,250,902 2,170,483 2,047,049 2,066,111 1,734,708 1,721,655 1,634,468 Assets .................................................... 2,607,597 2,569,524 2,458,788 2,306,807 2,322,870 1,941,372 1,929,485 1,830,496 Deposits................................................. 2,027,017 2,013,427 1,932,144 1,847,378 1,853,588 1,545,224 1,538,630 1,457,160 Shareowners’ Equity ............................. 306,208 300,931 278,107 260,946 248,773 217,273 210,211 206,395 Common Equivalent Average Shares: Basic .............................................. Diluted............................................. 18,624 18,654 18,623 18,649 18,094 18,102 17,700 17,708 17,444 17,451 16,604 16,609 16,593 16,596 16,578 16,607 Ratios: ROA ........................................................ ROE ........................................................ Net Interest Margin (FTE) ...................... 1.14% 9.67% 5.16% Efficiency Ratio ...................................... 65.22% 1.32% 11.31% 5.17% 63.60% 1.28% 11.35% 5.07% 63.56% 1.12% 9.91% 4.92% 67.06% 1.24% 11.61% 4.75% 63.85% 2.22%(2) 19.81%(2) 4.94% 52.60%(2) 1.34% 12.33% 4.99% 63.87% 1.06% 9.45% 4.88% 68.06% (1) All share and per share data have been adjusted to reflect the 5-for-4 stock split effective July 1, 2005. (2) Includes $6.9 million ($4.2 million after-tax) one-time gain on sale of credit card portfolio. 38 annual report consolidated financial statements annual report 41 report of independent registered public accounting firm 42 consolidated statements of income 43 consolidated statements of financial condition 44 consolidated statements of changes in shareowners’ equity 45 consolidated statements of cash flows 46 notes to consolidated financial statements CCBG 2 0 0 5 39 CCBG 2 0 0 5 40 annual report This page intentionally left blank. annual report report of independent registered public accounting firm The Board of Directors Capital City Bank Group, Inc.: We have audited the accompanying consolidated statements of financial condition of Capital City Bank Group, Inc. and subsidiary (the Company) as of December 31, 2005 and 2004, and the related consolidated statements of income, changes in shareowners’ equity, and cash flows for each of the years in the three-year period ended December 31, 2005. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Capital City Bank Group, Inc. and subsidiary as of December 31, 2005 and 2004, and the results of their operations and their cash flows for each of the years in the three- year period ended December 31, 2005, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of the Company’s internal control over financial reporting as of December 31, 2005, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated March 16, 2006 expressed an unqualified opinion on management’s assessment of, and the effective operation of, internal control over financial reporting. KPMG LLP Orlando, Florida March 16, 2006 Certified Public Accountants CCBG 2 0 0 5 41 CCBG 2 0 0 5 consolidated statements of income (Dollars In Thousands, Except Per Share Data) (1) 2005 2004 2003 INTEREST INCOME Interest and Fees on Loans .............................................................................................................. $133,268 $ 95,607 $87,435 For the Years Ended December 31, Investment Securities: U.S. Treasury............................................................................................................................... U.S. Government Agencies and Corporations.......................................................................... States and Political Subdivisions .............................................................................................. Other Securities......................................................................................................................... Funds Sold ......................................................................................................................................... 412 3,223 1,545 614 991 759 2,111 1,944 271 833 Total Interest Income ................................................................................................................ 140,053 101,525 INTEREST EXPENSE Deposits ........................................................................................................................................... Short-Term Borrowings..................................................................................................................... Subordinated Notes Payable ............................................................................................................ Other Long-Term Borrowings ........................................................................................................... Total Interest Expense............................................................................................................... Net Interest Income .......................................................................................................................... Provision for Loan Losses ................................................................................................................. Net Interest Income After Provision for Loan Losses ...................................................................... 21,134 2,854 2,981 3,094 30,063 109,990 2,507 107,483 NONINTEREST INCOME Service Charges on Deposit Accounts............................................................................................. 20,740 Data Processing ................................................................................................................................ Asset Management Fees .................................................................................................................. Gain on Sale of Investment Securities ............................................................................................ Mortgage Banking Revenues............................................................................................................ Gain on Sale of Credit Card Portfolios.............................................................................................. Other.................................................................................................................................................. 2,610 4,419 9 4,072 - er Total Noninterest Income.......................................................................................................... 49,198 NONINTEREST EXPENSE Salaries and Associate Benefits ....................................................................................................... Occupancy, Net ................................................................................................................................. Furniture and Equipment.................................................................................................................. Intangible Amortization..................................................................................................................... Merger Expense ................................................................................................................................ 53,687 8,293 8,970 5,440 438 11,315 1,270 294 2,562 15,441 86,084 2,141 83,943 17,574 2,628 4,007 14 3,208 7,181 15,941 50,553 44,345 7,074 8,393 3,824 550 Other.................................................................................................................................................. 32,986 25,040 Total Noninterest Expense ........................................................................................................ 109,814 Income Before Income Taxes ........................................................................................................... Income Taxes..................................................................................................................................... NET INCOME ...................................................................................................................................... BASIC NET INCOME PER SHARE ....................................................................................................... DILUTED NET INCOME PER SHARE ................................................................................................... Average Basic Common Shares Outstanding.................................................................................. Average Diluted Common Shares Outstanding............................................................................... 46,867 16,586 $ 30,281 =========== $ 1.66 =========== $ 1.66 =========== 18,264 =========== 18,281 =========== 89,226 45,270 15,899 $ 29,371 ============ $ 1.74 ============ $ 1.74 ============ 16,806 ============ 16,811 ============ (1) All share and per share data have been adjusted to reflect the 5-for-4 stock split effective July 1, 2005, and the 5-for-4 stock split effective June 13, 2003. The accompanying Notes to Consolidated Financial Statements are an integral part of these statements. 664 2,486 2,409 575 1,261 94,830 11,567 1,270 - 2,002 14,839 79,991 3,436 76,555 16,319 2,403 2,650 1 6,090 - 14,476 41,939 40,462 5,972 7,840 3,241 - 22,206 79,721 38,773 13,580 $25,193 ========= $ 1.53 ========= $ 1.52 ========= 16,528 ========= 16,564 ========= 42 annual report consolidated statements of financial condition annual report As of December 31, 2005 2004 (Dollars in Thousands, Except Per Share Data) (1) ASSETS Cash and Due From Banks .................................................................................................................................... $ 105,195 $ 87,039 Funds Sold and Interest Bearing Deposits ............................................................................................................ Total Cash and Cash Equivalents ...................................................................................................................... Investment Securities, Available-for-Sale .............................................................................................................. Loans, Net of Unearned Interest ............................................................................................................................ Allowance for Loan Losses ................................................................................................................................ Loans, Net...................................................................................................................................................... Premises and Equipment, Net ................................................................................................................................ Goodwill .................................................................................................................................................................. Other Intangible Assets .......................................................................................................................................... Other Assets ............................................................................................................................................................ Total Assets .................................................................................................................................................. LIABILITIES Deposits: Noninterest Bearing Deposits............................................................................................................................ Interest Bearing Deposits .................................................................................................................................. Total Deposits................................................................................................................................................ Short-Term Borrowings .......................................................................................................................................... Subordinated Notes Payable .................................................................................................................................. Other Long-Term Borrowings ................................................................................................................................ Other Liabilities........................................................................................................................................................ 61,164 166,359 171,019 2,067,494 (17,410) 2,050,084 73,818 84,829 25,622 53,731 74,506 161,545 210,240 1,828,825 (16,037) 1,812,788 58,963 54,341 25,964 40,172 $2,625,462 ============================ $2,364,013 ============================ $ 559,492 1,519,854 2,079,346 82,973 62,887 69,630 24,850 $ 566,991 1,327,895 1,894,886 96,014 30,928 68,453 16,932 Total Liabilities .............................................................................................................................................. 2,319,686 2,107,213 SHAREOWNERS' EQUITY Preferred Stock, $.01 par value; 3,000,000 shares authorized; no shares issued and outstanding.................... - Common Stock, $.01 par value; 90,000,000 shares authorized; 18,631,706 and 17,694,139 shares issued and outstanding at December 31, 2005 and December 31, 2004, respectively ................................ Additional Paid-In Capital........................................................................................................................................ Retained Earnings .................................................................................................................................................. Accumulated Other Comprehensive Loss, Net of Tax .......................................................................................... Total Shareowners' Equity ............................................................................................................................ Commitments and Contingencies (See Note 18) 186 83,304 223,532 (1,246) 305,776 - 177 52,328 204,648 (353) 256,800 Total Liabilities and Shareowners' Equity ................................................................................................ $2,622,110 ============================ $2,364,013 ============================ (1) All share and per share data have been adjusted to reflect the 5-for-4 stock split effective July 1, 2005. The accompanying Notes to Consolidated Financial Statements are an integral part of these statements. CCBG 2 0 0 5 43 CCBG 2 0 0 5 consolidated statements of changes in shareowners’ equity (Dollars in Thousands, Except Per Share Data) (1) Common Stock Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive (Loss) Income, Net of Taxes Total Balance, December 31, 2002 .................................. $165 $14,658 $168,587 $ 3,121 $186,531 Comprehensive Income: Net Income .................................................... Net Change in Unrealized Loss On Available-for-Sale Securities .......... Total Comprehensive Income ................................. Cash Dividends ($.525 per share) ........................... Stock Performance Plan Compensation ............... Issuance of Common Stock .................................... Repurchase and Retirement of Common Stock .... - - - - - - - - - - - 62 1,421 (17) 25,193 - - (8,646) - - - (1,735) - - - - - 23,458 (8,646) 62 1,421 (17) Balance, December 31, 2003 ................................. 165 16,124 185,134 1,386 202,809 Comprehensive Income: Net Income .................................................... Net Change in Unrealized Loss On Available-for-Sale Securities .......... Total Comprehensive Income ................................. Cash Dividends ($.584 per share) ........................... Stock Performance Plan Compensation ............... Issuance of Common Stock .................................... Balance, December 31, 2004 ................................. Comprehensive Income: Net Income ................................................... Net Change in Unrealized Loss On Available-for-Sale Securities ......... Total Comprehensive Income ................................. Cash Dividends ($.619 per share) ........................... Stock Performance Plan Compensation ................ Issuance of Common Stock .................................... Balance, December 31, 2005 .................................. - - - - - 12 177 - - - - - 9 $186 ======= - - - - 193 36,011 52,328 - - - - 968 30,008 $83,304 ========== 29,371 - - (9,857) - - 204,648 30,281 - - (11,397) - - (1,739) - - - - 27,632 (9,857) 193 36,023 (353) 256,800 (893) - - - - 29,388 (11,397) 968 30,017 $223,532 == =========== $(1,246) =========== $305,776 ============ (1) All share, per share, and shareowners' equity data have been adjusted to reflect the 5-for-4 stock split effective July 1, 2005, and the 5-for-4 stock split effective June 13, 2003. The accompanying Notes to Consolidated Financial Statements are an integral part of these statements. 44 annual report consolidated statements of cash flows annual report For the Years Ended December 31, 2005 2004 2003 (Dollars in Thousands) CASH FLOWS FROM OPERATING ACTIVITIES: Net Income ........................................................................................................................................................ $ 30,281 $ 29,371 $ 25,193 Adjustments to Reconcile Net Income to Cash Provided by Operating Activities: Provision for Loan Losses .............................................................................................................. Depreciation .................................................................................................................................. Loss on Disposal of Fixed Assets .................................................................................................. Net Securities Amortization .......................................................................................................... Amortization of Intangible Assets ................................................................................................ Gain on Sale of Investment Securities .......................................................................................... Non-Cash Compensation .............................................................................................................. Deferred Income Taxes .................................................................................................................. Net (Increase) Decrease in Other Assets ...................................................................................... Net Increase (Decrease) in Other Liabilities .................................................................................. Net Cash Provided by Operating Activities .................................................................................. CASH FLOWS FROM INVESTING ACTIVITIES: Securities Available-for-Sale: Purchases ................................................................................................................................................ Sales ........................................................................................................................................................ Payments, Maturities, and Calls .............................................................................................................. Net Increase in Loans ........................................................................................................................................ Net Cash Acquired (Used) in Acquisitions ........................................................................................................ Purchase of Premises & Equipment.................................................................................................................. Proceeds From Sales of Premises & Equipment .............................................................................................. Net Cash Used in Investing Activities................................................................................................................ CASH FLOWS FROM FINANCING ACTIVITIES: Net (Decrease) Increase in Deposits ................................................................................................................ Net Decrease in Short-Term Borrowings .......................................................................................................... Proceeds from Subordinated Notes Payable.................................................................................................... Increase in Other Long-Term Borrowings ........................................................................................................ Repayment of Other Long-Term Borrowings .................................................................................................... Dividends Paid.................................................................................................................................................... Repurchase of Common Stock.......................................................................................................................... Issuance of Common Stock .............................................................................................................................. Net Cash (Used In) Provided By Financing Activities........................................................................................ Net Increase (Decrease) in Cash and Cash Equivalents .................................................................................. Cash and Cash Equivalents at Beginning of Year ............................................................................................ Cash and Cash Equivalents at End of Year ...................................................................................................... SUPPLEMENTAL DISCLOSURES: Interest Paid on Deposits .................................................................................................................................. Interest Paid on Debt ........................................................................................................................................ Taxes Paid ........................................................................................................................................................ Loans Transferred to Other Real Estate ............................................................................................................ Issuance of Common Stock as Non-Cash Compensation .............................................................................. Transfer of Current Portion of Long-Term Borrowings to Short-Term Borrowings ........................................ The accompanying Notes to Consolidated Financial Statements are an integral part of these statements. 2,507 5,899 - 1,454 5,440 (9) 968 182 (11,839) 9,264 44,147 (45,717) 35,142 81,783 (123,105) 37,412 (18,336) 897 (31,924) (17,125) (33,085) 31,959 23,600 (2,380) (11,397) - 1,019 (7,409) 4,814 161,545 $166,359 ============= $ 19,964 ============= $ 8,754 ============= $ 15,923 ============= $ 2,689 ============= $ 339 ============= $ 20,043 ============= 2,141 5,288 - 2,117 3,824 (14) 1,707 765 (4,210) 3,182 44,171 (88,028) 3,466 128,617 (139,507) (31,743) (5,576) 1,155 (131,616) 23,776 (33,559) 30,928 59,741 (41,815) (9,857) - 1,184 30,398 (57,047) 218,592 $161,545 ============= $ 10,661 ============= $ 4,066 ============= $ 12,606 ============= $ 1,351 ============= $ 1,707 ============= $ 16,002 ============= 3,436 4,857 92 2,180 3,241 (1) 508 755 1,385 (3,791) 37,855 (107,695) 125 101,234 (65,180) - (11,152) 1,090 (81,578) 40,005 (45,913) - 16,564 (1,412) (8,646) (17) 975 1,556 (42,167) 260,759 $218,592 ============= $ 11,999 ============= $ 3,238 ============= $ 16,303 ============= $ 5,267 ============= $ 508 ============= $ 40,423 ============= CCBG 2 0 0 5 45 CCBG 2 0 0 5 notes to consolidated financial statements Note 1 SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The consolidated financial statements include the accounts of Capital City Bank Group, Inc. ("CCBG"), and its wholly-owned subsidiary, Capital City Bank ("CCB" or the "Bank" and together with CCBG, the "Company"). All material inter-company transactions and accounts have been eliminated. The Company, which operates in a single reportable business segment comprised of commercial banking within the states of Florida, Georgia, and Alabama, follows accounting principles generally accepted in the United States of America and reporting practices applicable to the banking industry. The principles which materially affect the financial position, results of operations and cash flows are summarized below. The Company determines whether it has a controlling financial interest in an entity by first evaluating whether the entity is a voting interest entity or a variable interest entity under accounting principles generally accepted in the United States of America. Voting interest entities are entities in which the total equity investment at risk is sufficient to enable the entity to finance itself independently and provides the equity holders with the obligation to absorb losses, the right to receive residual returns and the right to make decisions about the entity’s activities. The Company consolidates voting interest entities in which it has all, or at least a majority of, the voting interest. As defined in applicable accounting standards, variable interest entities (VIEs) are entities that lack one or more of the characteristics of a voting interest entity. A controlling financial interest in an entity is present when an enterprise has a variable interest, or a combination of variable interests, that will absorb a majority of the entity’s expected losses, receive a majority of the entity’s expected residual returns, or both. The enterprise with a controlling financial interest, known as the primary beneficiary, consolidates the VIE. CCBG's wholly-owned subsidiaries, CCBG Capital Trust I (established November 1, 2004) and CCBG Capital Trust II (established May 24, 2005) are VIEs for which the Company is not the primary beneficiary. Accordingly, the accounts of these entities are not included in the Company’s consolidated financial statements. Certain items in prior financial statements have been reclassified to conform to the current presentation. All acquisitions during the reported periods were accounted for using the purchase method. Accordingly, the operating results of the acquired companies are included with the Company’s results of operations since their respective dates of acquisition (see Note 2 — Acquisitions). On July 1, 2005, the Company executed a five-for-four stock split in the form of a 25% stock dividend, payable to shareowners of record as of the close of business on June 17, 2005. All share, per share, and shareowners' equity data have been adjusted to reflect the stock split. Cash and Cash Equivalents Cash and cash equivalents include cash and due from banks, interest- bearing deposits in other banks, and federal funds sold. Generally, federal funds are purchased and sold for one-day periods and all other cash equivalents have a maturity of 90 days or less. Investment Securities Investment securities available-for-sale are carried at fair value and represent securities that are available to meet liquidity and/or other needs of the Company. Gains and losses are recognized and reported separately in the Consolidated Statements of Income upon realization or when impairment of values is deemed to be other than temporary. Gains or losses are recognized using the specific identification method. Unrealized holding gains and losses for securities available-for-sale are excluded from the Consolidated Statements of Income and reported net of taxes in the accumulated other comprehensive (loss) income component of shareowners' equity until realized. Accretion and amortization are recognized on the effective yield method over the life of the securities. Loans Loans are stated at the principal amount outstanding, net of unearned income. Interest income is generally accrued on the effective yield method based on outstanding balances. The accrual of interest is generally suspended on loans more than 90 days past due with respect to principal and interest. When a loan is placed on nonaccrual status, all previously accrued and uncollected interest is reversed against current income. Interest income on nonaccrual loans is recognized on a cash basis when the ultimate collectibility is no longer considered doubtful. Loans are returned to accrual status when the principal and interest amounts contractually due are brought current and future payments are reasonably assured. Fees charged to originate loans and direct loan origination costs are deferred and amortized over the life of the loan as a yield adjustment. Loans Held For Sale Certain residential mortgage loans are originated for sale in the secondary mortgage loan market. Additionally, certain other loans are periodically identified to be sold. These loans are classified as loans held for sale and carried at the lower of cost or estimated fair value. Fair value is determined on the basis of rates quoted in the respective secondary market for the type of loan held for sale. Loans are generally sold at a premium or discount from the carrying amount of the loans. Such premium or discount is recognized as mortgage banking revenue at the date of sale. Fixed commitments may be used at the time loans are originated or identified for sale to mitigate interest rate risk. The fair value of fixed commitments to originate and sell loans held for sale is not material. Use of Estimates Allowance for Loan Losses The preparation of financial statements in conformity with accounting The allowance for loan losses is a reserve established through a principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could vary from these estimates. Material estimates that are particularly susceptible to significant changes in the near-term relate to the determination of the allowance for loan losses, income taxes, and valuation of goodwill and other intangibles and their respective analysis of impairment. provision for loan losses charged to expense, which represents management’s best estimate of probable losses that have been incurred within the existing portfolio of loans. The allowance is that amount considered adequate to absorb losses inherent in the loan portfolio based on management’s evaluation of credit risk as of the balance sheet date. The allowance for loan losses includes allowance allocations calculated in accordance with Statement of Financial Accounting Standards ("SFAS") No. 114, "Accounting by Creditors for Impairment of a Loan," as amended by SFAS 118, and allowance allocations calculated in accordance with SFAS 5, "Accounting for Contingencies." The level of the allowance reflects 46 annual report notes to consolidated financial statements annual report management’s continuing evaluation of specific credit risks, loan loss experience, current loan portfolio quality, present economic conditions and unidentified losses inherent in the current loan portfolio, as well as trends in the foregoing. This evaluation is inherently subjective, as it requires estimates that are susceptible to significant revision as more information becomes available. The Company’s allowance for loan losses consists of three elements: (i) specific valuation allowances established for probable losses on specific loans deemed impaired; (ii) general valuation allowances calculated based on historical loan loss experience for similar loans with similar characteristics and trends; and (iii) unallocated general valuation allowances determined based on general economic conditions and other qualitative risk factors both internal and external to the Company. Long-Lived Assets Premises and equipment are stated at cost less accumulated depreciation, computed on the straight-line method over the estimated useful lives for each type of asset with premises being depreciated over a range of 10 to 40 years, and equipment being depreciated over a range of 3 to 10 years. Major additions are capitalized and depreciated in the same manner. Repairs and maintenance are charged to noninterest expense as incurred. Intangible assets, other than goodwill, consist of core deposit assets, and a client relationship and non-compete asset that were recognized in connection with various acquisitions. Core deposit intangible assets are amortized on the straight-line method over various periods, with the majority being amortized over an average of 5 to 10 years. Other identifiable intangibles are amortized on the straight-line method over their estimated useful lives. Long-lived assets are evaluated for impairment if circumstances suggest that their carrying value may not be recoverable, by comparing the carrying value to estimated undiscounted cash flows. If the asset is deemed impaired, an impairment charge is recorded equal to the carrying value less the fair value. Goodwill As of January 1, 2002, the Company adopted Statement of Financial Accounting Standards ("SFAS") No. 142, "Goodwill and Other Intangible Assets" ("SFAS 142"). The adoption of SFAS 142 required the Company to discontinue goodwill amortization and identify reporting units to which the goodwill related for purposes of assessing potential impairment of goodwill on an annual basis, or more frequently, if events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. guidelines in SFAS 142, the Company determined it has one reporting unit with goodwill. As of December 31, 2005, the Company performed its annual impairment review and concluded that no impairment adjustment was necessary. In accordance with the Income Taxes The Company files a consolidated federal income tax return and each subsidiary files a separate state income tax return. In general, the parent company and its subsidiary compute their tax provisions as separate entities prior to recognition of any tax expense or benefits which may accrue from filing a consolidated return. The Company follows the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the carrying amounts of existing assets and liabilities on the Company’s consolidated statement of financial position and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Stock Based Compensation As of December 31, 2005, the Company had three stock-based compensation plans, consisting of the 2005 Associate Incentive Plan ("AIP"), the 2005 Associate Stock Purchase Plan and the 2005 Director Stock Purchase Plan. Prior to 2005, the Company maintained stock based compensation plans substantially similar to the aforementioned plans (each a “Predecessor Plan”). As a result of SFAS No. 148, "Accounting for Stock-Based Compensation - Transition and Disclosure," the Company adopted the fair value recognition provisions of SFAS No. 123 ("SFAS 123"), "Accounting for Stock-Based Compensation," prospectively to all awards granted, modified, or settled on or after January 1, 2003. Awards under the Company’s plans vest over periods ranging from six months to three years. Therefore, the cost related to stock- based associate compensation included in the determination of net income for 2003 is different than that which would have been recognized if the fair value based method had been applied to all awards since the original effective date of SFAS 123, as a result of the difference between compensation measurement dates under SFAS 123 and Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees" ("APB 25"), the differences in what instruments are considered non-compensatory, and the fact that awards granted prior to January 1, 2003 were accounted for under APB 25. The cost related to all stock-based associate compensation included in net income is accounted for under the fair value based method during 2005 and 2004 as all awards have grant dates after January 1, 2003. The following table illustrates the effect on net income and net income per share if the Company had applied the fair value recognition provisions of SFAS 123 to stock-based compensation. (Dollars in Thousands, Except Per Share Data) 2005 2004 2003 Net income, as reported $30,281 $29,371 $25,193 Add: Stock based compensation included in reported net income, net of tax 671 400 634 Deduct: Stock based compensation determined under fair value based method for all awards, net of tax (671) (400) (348) Pro forma net income Net income per share: Basic-as reported Basic-pro forma Diluted-as reported Diluted-pro forma $30,281 ======== $29,371 ======== $25,479 ======== $ 1.66 ======== $ 1.66 ======== $ 1.66 ======== $ 1.66 ======== $ 1.74 ======== $ 1.74 ======== $ 1.74 ======== $ 1.74 ======== $ 1.53 ======== $ 1.54 ======== $ 1.52 ======== $ 1.54 ======== 2005 Director Stock Purchase Plan ("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 directors’ annual retainer and meeting fees. The DSPP has 93,750 shares reserved for issuance. In 2005, CCBG issued 6,589 shares under the DSPP. During 2004 and 2003, CCBG issued 9,211 and 6,076 shares, respectively, under the Predecessor Plan to the CCBG 2 0 0 5 47 CCBG 2 0 0 5 notes to consolidated financial statements DSPP. A total of 6,589 shares have been issued to directors since the inception of this plan. In accordance with the Company’s adoption of SFAS 123, compensation expense has been recognized for the Company's plan activity in all reported periods. 2005 Associate Stock Purchase 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. The ASPP has 593,750 shares of common stock reserved for issuance. CCBG issued 16,846 shares under the plan in 2005 at a weighted average price of $28.92. A total of 16,846 shares have been issued since inception of the ASPP. During 2004 and 2003, CCBG issued 25,070 and 31,543 shares under a Predecessor Plan to the ASPP at a weighted average price of $28.50 and $24.37, respectively. In accordance with the Company’s adoption of SFAS 123, compensation expense has been recognized for the Company's plan activity in all reported periods. Based on the Black-Scholes option pricing model, the weighted average estimated fair value of the purchase rights granted under the ASPP Plan was $5.77 in 2005. For 2004 and 2003, the weighted average fair value of the purchase rights granted was $5.90 and $3.17, respectively. In calculating compensation, the fair value of each stock purchase right was estimated on the date of grant using the following weighted average assumptions: Dividend yield Expected volatility Risk-free interest rate Expected life (in years) 2005 1.9% 28.0% 2.6% 0.5 2004 1.7% 30.0% 1.1% 0.5 2003 1.8% 34.5% 1.1% 0.5 2005 Associate Incentive Plan ("AIP"). Under the Company's AIP, shares are granted to participants based upon the achievement of performance goals established by the Board of Directors at the beginning of each award period. Shares earned are issued during the first calendar quarter of the following year. A total of 875,000 shares of common stock have been reserved for issuance under this plan. CCBG issued 8,450 shares under the AIP in 2005. A total of 8,450 shares have been issued since inception of this plan. During 2004 and 2003, CCBG issued 46,726 and 13,245 shares under the Predecessor Plan to the AIP. In accordance with the Company’s adoption of SFAS 123, compensation expense has been recognized for the Company's plan activity in all reported periods. Executive Stock Option Agreement. In 2005, the Company's Board of Directors approved a stock option agreement for a key executive officer (William G. Smith, Jr. - Chairman, President and CEO, CCBG) under the provisions of the AIP. Similar stock option agreements were approved in 2004 and 2003 under the Predecessor Plan to the AIP. These agreements grant a non-qualified stock option award upon achieving certain annual earnings per share conditions set by the Board, subject to certain vesting requirements. The options granted under the agreements have a term of ten years and vest at a rate of one-third on each of the first, second, and third anniversaries of the date of grant. Under the 2004 and 2003 agreements, 37,246 and 23,138 option shares, respectively, were issued, none of which has been exercised. The fair value of a 2004 option share was $13.42, and the fair value of a 2003 option share was $11.64. The exercise prices for the 2004 and 2003 shares are $32.69 and $32.96, respectively. Under the 2005 agreement, the earnings per share conditions were not met; therefore, no economic value was earned by the executive. During 2005, 2004 and 2003, the Company recognized expense of approximately $193,000, $193,000, and $62,000, respectively, related to these agreements in accordance with the provisions of SFAS 123. Recent Accounting Pronouncements SFAS No. 154, "Accounting Changes and Error Corrections, a Replacement of APB Opinion No. 20 and FASB Statement No. 3" ("SFAS 154"). SFAS 154 establishes, unless impracticable, retrospective application as the required method for reporting a change in accounting principle in the absence of explicit transition requirements specific to a newly adopted accounting principle. Previously, most changes in accounting principle were recognized by including the cumulative effect of changing to the new accounting principle in net income of the period of the change. Under SFAS 154, retrospective application requires (i) the cumulative effect of the change to the new accounting principle on periods prior to those presented to be reflected in the carrying amounts of assets and liabilities as of the beginning of the first period presented, (ii) an offsetting adjustment, if any, to be made to the opening balance of retained earnings (or other appropriate components of equity) for that period, and (iii) financial statements for each individual prior period presented to be adjusted to reflect the direct period-specific effects of applying the new accounting principle. Special retroactive application rules apply in situations where it is impracticable to determine either the period-specific effects or the cumulative effect of the change. Indirect effects of a change in accounting principle are required to be reported in the period in which the accounting change is made. SFAS 154 carries forward the guidance in APB Opinion 20 "Accounting Changes," requiring justification of a change in accounting principle on the basis of preferability. SFAS 154 also carries forward without change the guidance contained in APB Opinion 20, for reporting the correction of an error in previously issued financial statements and for a change in accounting estimate. SFAS 154 is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. The Company does not expect SFAS 154 will significantly impact its financial statements upon its adoption on January 1, 2006. FASB Staff Position (FSP) No. 115-1, "The Meaning of Other-Than- Temporary Impairment and Its Application to Certain Investments." FSP 115-1 provides guidance for determining when an investment is considered impaired, whether impairment is other-than-temporary, and measurement of an impairment loss. An investment is considered impaired if the fair value of the investment is less than its cost. If, after consideration of all available evidence to evaluate the realizable value of its investment, impairment is determined to be other-than-temporary, then an impairment loss should be recognized equal to the difference between the investment’s cost and its fair value. FSP 115-1 nullifies certain provisions of Emerging Issues Task Force (EITF) Issue No. 03-1, "The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments," while retaining the disclosure requirements of EITF 03-1 which were adopted in 2003. FSP 115-1 is effective for reporting periods beginning after December 15, 2005. The Company does not expect FSP 115-1 will significantly impact its financial statements upon its adoption on January 1, 2006. In December 2004, the Financial Accounting Standards Board ("FASB") issued SFAS No.123R, "Share-Based Payment" (Revised). SFAS 123R establishes standards for the accounting for transactions in which an entity (i) exchanges its equity instruments for goods or services, or (ii) incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of the equity instruments. SFAS 123R eliminates the ability to account for stock-based compensation using APB 25 and requires that such transactions be recognized 48 annual report notes to consolidated financial statements annual report as compensation cost in the income statement based on their fair values on the date of the grant. The Company adopted the accounting standards set forth in SFAS No. 123 in 2003 and has accordingly expensed stock–based compensation for 2003, 2004, and 2005. In December 2003, the American Institute of Certified Public Accountants ("AICPA") issued Statement of Position ("SOP") No. 03-3, "Accounting for Certain Loans or Debt Securities Acquired in a Transfer." SOP 03-3 addresses accounting for differences between contractual cash flows and cash flows expected to be collected from an investor's initial investment in loans acquired in a transfer when those cash flow differences are attributable, at least in part, to credit quality. As such, SOP 03-3 applies to loans and debt securities acquired individually, in pools or as part of a business combination and does not apply to originated loans. The application of SOP 03-3 limits the interest income, including accretion of purchase price discounts that may be recognized for certain loans and debt securities. Additionally, SOP 03-3 does not allow the excess of contractual cash flows over cash flows expected to be collected to be recognized as an adjustment of yield, loss accrual or valuation allowance, such as the allowance for loan losses. SOP 03-3 requires that increases in expected cash flows subsequent to the initial investment be recognized prospectively through adjustment of the yield on the loan or debt security over its remaining life. Decreases in expected cash flows should be recognized as impairment. In the case of loans acquired in a business combination where the loans show signs of credit deterioration, SOP 03-3 represents a significant change from current purchase accounting practice whereby the acquiree’s allowance for loan losses is typically added to the acquirer’s allowance for loan losses. SOP 03-3 is effective for loans and debt securities acquired by the Company beginning January 1, 2005. The Company has adopted SOP 03-3 and application of its guidance for the recent First Alachua Banking Corporation acquisition did not have a significant impact on its financial statements. Loans acquired in future acquisitions will continue to be accounted for under SOP 03-3. The information below lists the consolidated assets and liabilities of FNBA as of May 20, 2005, along with the consideration paid. (Dollars in Thousands) Cash and Due From Banks Funds Sold Total Cash and Cash Equivalents Investment Securities, Available-for-Sale Loans, Net of Unearned Interest Intangible Assets Other Assets Total Assets Acquired Total Deposits Long-Term Borrowings Other Liabilities Total Liabilities Assumed Consideration Paid to FABC Shareowners First National Bank of Alachua $ 9,082 58,312 67,394 35,181 119,262 35,623 3,282 $260,742 $201,748 - 994 $202,742 $ 58,000 ========== The following unaudited pro forma financial information for 2005 and 2004, presents the consolidated operations of the Company as if the FNBA acquisition had been made on January 1, 2004. The unaudited pro forma financial information is provided for informational purposes only, should not be construed to be indicative of the Company's consolidated results of operations had the acquisition of FNBA been consummated on this earlier date, and do not project the Company's results of operations for any future period. (Dollars in Thousands, Except Per Share Data)(1) 2005 2004(3) For the 12 Months Ended December 31, Note 2 ACQUISITIONS Interest Income Interest Expense Net Interest Income On May 20, 2005, the Company completed its merger with First Alachua Provision for Loan Losses Banking Corporation ("FABC"), headquartered in Alachua, Florida. The Company issued approximately 906,000 shares of common stock and paid approximately $29.0 million in cash for a total purchase price of $58.0 million. Results of FABC operations have been included in the Company's consolidated financial statements since May 21, 2005. FABC's wholly-owned subsidiary, First National Bank of Alachua ("FNBA") had $228.3 million in assets at closing with seven offices in Alachua County and an eighth office in Hastings, Florida, which is in St. Johns County. The transaction was accounted for as a purchase and resulted in approximately $35.6 million of intangible assets, including approximately $30.5 million in goodwill and a core deposit intangible of $5.1 million. The core deposit intangible is being amortized over a 5.5 year period. On May 20, 2005, the Company issued a $32.0 million junior subordinated deferrable interest note to a wholly owned Delaware statutory trust, CCBG Capital Trust II to facilitate the cash portion of the consideration paid to FABC shareowners. Interest payments on this note are due quarterly at a fixed rate of 6.07% for five years, then adjustable annually to three month LIBOR plus a margin of 1.80%. The note matures on June 15, 2035. The general terms and conditions of the Company's transaction with CCBG Capital Trust II are consistent with those enumerated for CCBG Capital Trust I and are described in Note 10. Net Interest Income After Provision for Loan Losses Noninterest Income Noninterest Expense(2) Income Before Income Taxes Income Taxes Net Income Basic Net Income Per Share Diluted Net Income Per Share $144,440 31,888 112,552 2,507 110,045 50,017 113,808 46,254 16,596 $ 29,658 =========== $ 1.59 =========== $ 1.59 =========== $112,670 20,078 92,592 2,141 90,451 52,448 96,447 46,452 16,348 $ 30,104 =========== $ 1.70 =========== $ 1.70 =========== (1) All share and per share data have been adjusted to reflect the 5-for-4 stock split effective July 1, 2005. (2) Includes year-to-date 2005 non-recurring merger related expenses at FNBA and CCBG totaling approximately $1.3 million. (3) Includes $6.9 million ($4.2 million after-tax) one-time gain on sale of the Bank’s credit card portfolio in August 2004. CCBG 2 0 0 5 49 CCBG 2 0 0 5 notes to consolidated financial statements 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. Securities with unrealized losses at year-end 2005 not recognized in income by period of time unrealized losses have existed are as follows: Less Than 12 months Greater Than 12 months Total (Dollars in Thousands) Market Unrealized Value Losses Market Unrealized Value Losses Market Unrealized Value Losses U.S. Treasury U.S. Government Agencies and Corporations States and Political Subdivisions Mortgage-Backed Securities Total Investment Securities $ - $ - $ 9,015 $ 50 $ 9,015 $ 50 7,907 34,640 7,680 98 348 179 66,309 10,926 9,741 919 164 273 74,216 1,017 45,566 17,421 512 452 $50,227 ======== $625 ====== $95,991 ========== $1,406 ======== $146,218 ========== $2,031 ======== At December 31, 2005, the Company had securities of $173.0 million with net unrealized losses of $2.0 million on these securities. $50.2 million of these securities, with net unrealized losses of $.6 million, have been in a loss position for less than 12 months and $96.0 million, with unrealized losses of $1.4 million, have been in a loss position for longer than 12 months. The Company believes that these securities are only temporarily impaired and that the full principle will be collected as anticipated. Of the total, $83.2 million, or 56.9%, are either a direct obligation of the U.S Government or its agencies and are in a loss position because they were acquired when the general level of interest rates was lower than that on December 31, 2005. As of December 31, 2005, $17.4 million, or 11.9% are mortgage-backed securities that are guaranteed by the U.S. Government or its agencies. The mortgage-backed securities are in a loss position due to either the lower interest rate at time of purchase or due to accelerated prepayments driven by the low rate environment. The remaining $45.6 million, or 31.2%, of the securities in a loss position are municipal bonds which all maintain satisfactory ratings by a credit rating agency. The municipal bonds are also in a loss position due to the lower interest rate environment at the time of purchase. Because the declines in the market value of these investments are attributable to changes in interest rates and not credit quality and because the Company has the ability and intent to hold these investments until a recovery in fair value, which may be maturity, the Company does not consider these investments to be other-than-temporarily impaired at December 31, 2005. Note 3 INVESTMENT SECURITIES Investment Portfolio Composition. The amortized cost and related market value of investment securities available-for-sale at December 31, were as follows: 2005 (Dollars in Thousands) Amortized Unrealized Unrealized Market Value Losses Gains Cost U.S. Treasury $ 9,065 $ - $ 50 $ 9,015 U.S. Government Agencies and Corporations 75,233 - 1,017 74,216 States and Political Subdivisions Mortgage-Backed Securities Other Securities (1) Total Investment Securities (Dollars in Thousands) 53,611 20,948 14,114 44 35 - 512 452 - 53,143 20,531 14,114 $172,971 ============= $ 79 ======== $2,031 =========== $171,019 ============= 2004 Amortized Unrealized Unrealized Market Value Losses Gains Cost U.S. Treasury $ 31,027 $ - $ 244 $ 30,783 U.S. Government Agencies and Corporations States and Political Subdivisions Mortgage-Backed Securities Other Securities (1) Total Investment Securities 92,073 49,889 26,293 11,514 5 409 187 - 741 91,337 92 80 - 50,206 26,400 11,514 $210,796 ============= $601 ======== $1,157 ============ $210,240 ============= (1) FHLB and FRB stock recorded at cost. Securities with an amortized cost of $70.5 million and $142.8 million at December 31, 2005 and 2004, respectively, were pledged to secure public deposits and for other purposes. Investment Sales. The total proceeds from the sale of investment securities and the gross realized gains and losses from the sale of such securities for each of the last three years are as follows: (Dollars in Thousands) Total Proceeds Gross Realized Gains Gross Realized Losses 2005 2004 2003 $35,142 $ 3,446 $ 125 $ 9 $17 $24 $ - $ 3 $23 Maturity Distribution. As of December 31, 2005, 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 Due after one through five years Due after five through ten years No Maturity Total Investment Securities $ 79,468 71,384 8,005 14,114 $172,971 ======== $ 79,006 70,049 7,850 14,114 $171,019 ======== 50 annual report notes to consolidated financial statements annual report Note 4 LOANS Loan Portfolio Composition. At December 31, the composition of the Company's loan portfolio was as follows: (Dollars in Thousands) 2005 2004 Commercial, Financial and Agricultural $ 218,434 $ 206,474 Real Estate - Construction Real Estate - Commercial Mortgage Real Estate - Residential Real Estate - Home Equity Real Estate - Loans Held-for-Sale Consumer Total Loans, Net of Unearned Interest 160,914 718,741 553,124 165,337 4,875 246,069 $2,067,494 ======================== 140,190 655,426 438,484 150,061 11,830 226,360 $1,828,825 ======================= Impaired Loans. Selected information pertaining to impaired loans, at December 31, is as follows: 2005 2004 Valuation Balance Allowance Valuation Balance Allowance (Dollars in Thousands) Imparied Loans: With Related Credit Allowance $5,612 $2,915 $ 578 $313 Without Related Credit Allowance $1,658 - $3,150 - (Dollars in Thousands) 2005 2004 2003 Average Recorded Investment in Impaired Loans $9,786 $5,382 $6,737 Interest Income on Impaired Loans Net deferred fees included in loans at December 31, 2005 and December Recognized 31, 2004 were $1.6 million and $1.0 million, respectively. Collected in Cash 218 $ 218 140 $ 120 194 $ 194 Concentrations of Credit. Most of the Company's lending activity occurs within the states of Florida, Georgia, and Alabama. A large majority of the Company's loan portfolio (77.5%) consists of loans secured by real estate, the primary types of collateral being commercial properties and residential properties. At December 31, 2005, commercial real estate mortgage loans and residential real estate mortgage loans accounted for 34.7% and 35.0% of the loan portfolio, respectively. As of December 31, 2005, there were no concentrations of loans related to any single borrower or industry in excess of 10% of total loans. Nonperforming Loans. Nonaccruing loans amounted to $5.3 million and $4.6 million, at December 31, 2005 and 2004, respectively. There were no restructured loans at December 31, 2005 or 2004. Interest on nonaccrual loans is generally recognized only when received. Cash collected on nonaccrual loans is applied against the principal balance or recognized as interest income based upon management's expectations as to the ultimate collectibility of principal and interest in full. If interest on nonaccruing loans had been recognized on a fully accruing basis, interest income recorded would have been $186,000, $189,000, and $166,000 higher for the years ended December 31, 2005, 2004, and 2003, respectively. Note 5 ALLOWANCE FOR LOAN LOSSES An analysis of the changes in the allowance for loan losses for the years ended December 31, is as follows: (Dollars in Thousands) 2005 2004 2003 Balance, Beginning of Year Acquired Reserves Reserve Reversal(1) Provision for Loan Losses Recoveries on Loans Previously Charged-Off Loans Charged-Off Balance, End of Year $16,037 1,385 - 2,507 1,724 (4,243) $17,410 ======== $12,429 $12,495 5,713 (800) 2,141 1,612 (5,058) $16,037 ======== - - 3,436 1,037 (4,539) $12,429 ======== (1) Reflects recapture of reserves allocated to the Bank’s credit card portfolio, which was sold in August 2004. Interest payments received on impaired loans are recorded as interest income unless collection of the remaining recorded investment is doubtful, at which time payments received are recorded as reduction of principal. Note 6 INTANGIBLE ASSETS The Company had intangible assets of $110.5 million and $80.3 million at December 31, 2005 and December 31, 2004, respectively. Intangible assets at December 31, were as follows: (Dollars in Thousands) 2005 2004 Gross Accumulated Gross Accumulated Amount Amortization Amount Amortization Core Deposits Intangibles $ 47,716 $23,312 $ 42,078 $18,300 Goodwill 88,615 3,786 58,127 3,786 Customer Relationship Intangible 1,867 Non-Compete Agreement 483 305 287 1,867 483 114 50 Total Intangible Assets $138,141 =============== $27,690 ============= $102,555 ================ $22,250 ============= Net Core Deposit Intangibles. As of December 31, 2005 and December 31, 2004, the Company had net core deposit intangibles of $23.9 million and $23.8 million, respectively. Amortization expense for the twelve months of 2005, 2004 and 2003 was $5.0 million, $3.7 million, and $3.2 million, respectively. The estimated annual amortization expense for the next five years is expected to be approximately $5.6 million per year. Goodwill. As of December 31, 2005 and December 31, 2004, the Company had goodwill, net of accumulated amortization, of $84.8 million and $54.3 million, respectively. The increase in goodwill is due to the acquisition of First National Bank of Alachua in May 2005. Goodwill is the Company's only intangible asset that is no longer subject to amortization under the provisions of SFAS 142. On December 31, 2005, the Company performed its annual impairment review and concluded that no impairment adjustment was necessary. CCBG 2 0 0 5 51 CCBG 2 0 0 5 notes to consolidated financial statements Other. As of December 31, 2005, the Company had a client relationship At December 31, 2005, the scheduled maturities of time deposits were intangible, net of accumulated amortization, of $1.6 million. This intangible was booked as a result of the March 2004 acquisition of trust client relationships from Synovus Trust Company. Amortization expense for the twelve months of 2005 was $191,000. Estimated annual amortization expense is $191,000 based on use of a 10-year useful life. The Company also had a non-compete intangible, net of accumulated amortization, of $196,000. This intangible was booked as a result of the October 2004 acquisition of Farmers and Merchants Bank of Dublin. Amortization expense for the twelve months of 2005 was $237,000. Estimated annual amortization expense for 2006 is $196,000. as follows: (Dollars in Thousands) 2006 2007 2008 2009 2010 and thereafter Total $408,055 71,258 29,600 9,105 5,568 $523,586 ============== Note 7 PREMISES AND EQUIPMENT The composition of the Company's premises and equipment at December 31, was as follows: (Dollars in Thousands) 2005 2004 Land Buildings Fixtures and Equipment Total Accumulated Depreciation Premises and Equipment, Net $ 16,503 $ 13,251 69,924 46,293 $132,720 (58,902) $ 73,818 ========= 59,311 40,878 $113,440 (54,477) $ 58,963 ========== Interest expense on deposits for the three years ended December 31, was as follows: (Dollars in Thousands) NOW Accounts Money Market Accounts Savings Accounts Time Deposits < $100,000 Time Deposits > $100,000 Total 2005 2004 2003 $ 2,868 $ 733 $ 678 4,337 292 9,247 4,390 $21,134 ============= 1,189 164 6,683 2,546 1,310 189 7,007 2,383 $11,315 ============= $11,567 ============= Note 9 SHORT-TERM BORROWINGS Short-term borrowings included the following: Note 8 DEPOSITS Interest bearing deposits, by category, as of December 31, were as follows: (Dollars in Thousands) (Dollars in Thousands) 2005 2004 2005 Securities Sold Under Repurchase Short-Term Purchased Agreements Borrowings(1) Federal Funds Other NOW Accounts $ 520,878 $ 338,932 Money Market Accounts 331,094 Savings Accounts Time Deposits Total 144,296 523,586 $1,519,854 ================= 270,095 147,348 571,520 $1,327,895 ================= At December 31, 2005 and 2004, $3.6 million and $4.1 million, respectively, in overdrawn deposit accounts were reclassified as loans. Deposits from certain directors, executive officers, and their related interests totaled $34.1 million and $23.1 million at December 31, 2005 and 2004, respectively. Time deposits in denominations of $100,000 or more totaled $143.4 million and $166.8 million at December 31, 2005 and 2004, respectively. Balance at December 31, $11,925 $38,702 $32,346 Maximum indebtedness at any month end Daily average indebtedness outstanding Average rate paid for the year Average rate paid on period-end borrowings 26,825 31,644 3.36% 3.88% 65,206 39,784 2.30% 3.21% 67,122 26,435 3.32% 3.48% 2004 Balance at December 31, $19,800 $58,431 $17,783 Maximum indebtedness at any month end Daily average indebtedness outstanding Average rate paid for the year Average rate paid on period-end borrowings 27,875 22,291 1.27% 1.97% 77,087 54,607 0.71% 1.12% 41,941 23,683 2.52% 3.19% 2003 Balance at December 31, $12,624 $53,223 $42,337 Maximum indebtedness at any month end Daily average indebtedness outstanding Average rate paid for the year Average rate paid on period-end borrowings 23,930 14,768 0.94% 0.68% 90,209 49,785 0.59% 0.31% 44,226 36,721 2.28% 2.50% (1) Includes FHLB debt of $30.0 million and TT&L balance of $2.3 million at December 31, 2005. 52 annual report notes to consolidated financial statements annual report Note 10 LONG-TERM DEBT Federal Home Loan Bank Notes. At December 31, Federal Home Loan Bank advances included: (Dollars in Thousands) 2005 2004 Due on February 15, 2006, fixed rate of 3.00%(1) $ 10 $ 49 Due on September 8, 2006, fixed rate of 4.28%(1) Due on September 11, 2006, fixed rate of 2.93%(1) Due on February 13, 2007, fixed rate of 3.05% Due on April 24, 2007, fixed rate of 7.30% Due on September 10, 2007, fixed rate of 4.29% Due on May 30, 2008, fixed rate of 2.50% Due on June 13, 2008, fixed rate of 5.40% Due on September 8, 2008, fixed rate of 4.32% Due on November 10, 2008, fixed rate of 4.12% Due on October 19, 2009, fixed rate of 3.69% Due on November 10, 2010, fixed rate of 4.72% Due on December 31, 2010, fixed rate of 3.85% Due on April 4, 2011, fixed rate of 4.00%(2) Due on December 18, 2012, fixed rate of 4.84% Due on March 18, 2013, fixed rate of 6.37% Due on June 17, 2013, fixed rate of 3.53% Due on June 17, 2013, fixed rate of 3.85% Due on June 17, 2013, fixed rate of 4.11% Due on September 23, 2013, fixed rate of 5.64% Due on January 26, 2014, fixed rate of 5.79% Due on March 10, 2014, fixed rate of 4.21% Due on May 27, 2014, fixed rate of 5.92% Due on May 31, 2014, fixed rate of 4.88% Due on July 20, 2016, fixed rate of 6.27% Due on October 3, 2016, fixed rate of 5.41% Due on October 31, 2016, fixed rate of 5.16% Due on June 27, 2017, fixed rate of 5.53% Due on October 31, 2017, fixed rate of 4.79% Due on December 11, 2017, fixed rate of 4.78% Due on December 20, 2017, fixed rate of 5.37% Due on February 26, 2018, fixed rate of 4.36% Due on September 18, 2018, fixed rate of 5.15% Due on November 5, 2018, fixed rate of 5.10% Due on December 3, 2018, fixed rate of 4.87% Due on December 17, 2018, fixed rate of 6.33% Due on December 14, 2018, fixed rate of 6.29% Due on February 16, 2021, fixed rate of 3.00% Due on May 30, 2023, fixed rate of 2.50% Due on May 21, 2024, fixed rate of 5.94% Total outstanding (1) $30.0 million is classified as short-term borrowings. (2) This advance is callable quarterly at the option of the FHLB. 10,000 20,000 3,000 80 10,000 98 357 10,000 2,270 638 749 864 5,000 589 638 888 92 1,776 915 1,246 634 482 3,412 1,252 325 722 805 986 875 - 2,076 612 3,627 639 1,566 713 850 967 8,845 $98,598 ========= - 20,000 3,000 136 - 134 500 - 2,346 784 774 1,006 5,000 610 699 977 96 1,828 998 1,297 694 527 - 1,371 355 789 875 1,070 948 979 2,247 660 3,749 688 1,640 742 884 1,001 9,000 $68,453 ======== The contractual maturities of FHLB debt for the five years succeeding December 31, 2005, are as follows: (Dollars in Thousands) 2006 2007 2008 2009 2010 2011 and thereafter Total $32,816(1) 15,875 14,873 2,740 3,309 28,985 $98,598 ========= (1) $30.0 million is classified as short-term borrowings. The Federal Home Loan Bank advances are collateralized by a blanket floating lien on all 1-4 family residential mortgage loans, commercial real estate mortgage loans, and home equity mortgage loans. Interest on the Federal Home Loan Bank advances is paid on a monthly basis. Repurchase Agreements – Term. At December 31, the Company maintained three repurchase agreements totaling $1.0 million collateralized by bank-owned securities. The agreements have maturities as follows (in millions): 2007, $.4; 2008, $.4; 2009, $.2. Interest is payable upon maturity. Line of Credit. The Company has the ability to draw on a Revolving Credit Note, due on October 15, 2007. Interest is payable quarterly at LIBOR plus an applicable margin on advances. The revolving credit is unsecured. The existing loan agreement contains certain financial covenants that must be maintained by the Company. At December 31, 2005, the Company was in compliance with all of the terms of the agreement and had $25.0 million available under a $25.0 million line of credit facility. Junior Subordinated Deferrable Interest Notes. The Company has issued two junior subordinated deferrable interest notes to wholly owned Delaware statutory trusts. The first note for $30.9 million was issued to CCBG Capital Trust I. The second note for $32.0 million was issued to CCBG Capital Trust II. The two trusts are considered variable interest entities for which the Company is not the primary beneficiary. Accordingly, the accounts of the trusts are not included in the Company’s consolidated financial statements. See Note 1 – Summary of Significant Accounting Policies for additional information about the Company’s consolidation policy. Details of the Company’s transaction with the two trusts are provided below. In November 2004, CCBG Capital Trust I issued $30.0 million of trust preferred securities which represent beneficial interest in the assets of the trust. The interest rate is fixed at 5.71% for a period of five years, then adjustable annually to LIBOR plus a margin of 1.90%. The trust preferred securities will mature on December 31, 2034, and are redeemable upon approval of the Federal Reserve Board in whole or in part at the option of the Company at any time after December 31, 2009 and in whole at any time upon occurrence of certain events affecting their tax or regulatory capital treatment. Distributions on the trust preferred securities are payable quarterly on March 31, June 30, September 30, and December 31 of each year. CCBG Capital Trust I also issued $928,000 of common equity securities to CCBG. The proceeds of the offering of trust preferred securities and common equity securities were used to purchase a $30.9 million junior subordinated deferrable interest note issued by the Company, which has terms substantially similar to the trust preferred securities. CCBG 2 0 0 5 53 CCBG 2 0 0 5 notes to consolidated financial statements In May 2005, CCBG Capital Trust II issued $31.0 million of trust preferred Income taxes provided were different than the tax expense computed by securities which represent beneficial interest in the assets of the trust. The interest rate is fixed at 6.07% for a period of five years, then adjustable quarterly to LIBOR plus a margin of 1.80%. The trust preferred securities will mature on June 15, 2035, and are redeemable upon approval of the Federal Reserve Board in whole or in part at the option of the Company at any time after May 20, 2010 and in whole at any time upon occurrence of certain events affecting their tax or regulatory capital treatment. Distributions on the trust preferred securities are payable quarterly on March 15, June 15, September 15, and December 15 of each year. CCBG Capital Trust II also issued $959,000 of common equity securities to CCBG. The proceeds of the offering of trust preferred securities and common equity securities were used to purchase a $32.0 million junior subordinated deferrable interest note issued by the Company, which has terms substantially similar to the trust preferred securities. The Company has the right to defer payments of interest on the two notes at any time or from time to time for a period of up to twenty consecutive quarterly interest payment periods. Under the terms of each note, in the event that under certain circumstances there is an event of default under the note or the Company has elected to defer interest on the note, the Company may not, with certain exceptions, declare or pay any dividends or distributions on its capital stock or purchase or acquire any of its capital stock. The Company is current on the interest payment obligations and has not executed the right to defer interest payments on the notes. The Company has entered into agreements to guarantee the payments of distributions on the trust preferred securities and payments of redemption of the trust preferred securities. Under these agreements, the Company also agrees, on a subordinated basis, to pay expenses and liabilities of the two trusts other than those arising under the trust preferred securities. The obligations of the Company under the two junior subordinated notes, the trust agreements establishing the two trusts, the guarantee and agreement as to expenses and liabilities, in aggregate, constitute a full and conditional guarantee by the Company of the two trusts' obligations under the two trust preferred security issuances. applying the statutory federal income tax rate of 35% to pre-tax income as a result of the following: (Dollars in Thousands) 2005 2004 2003 Tax Expense at Federal Statutory Rate $16,403 $15,845 $13,571 Increases (Decreases) Resulting From: Tax-Exempt Interest Income State Taxes, Net of Federal Benefit Other Actual Tax Expense (1,054) 856 381 $16,586 ======= (992) 969 77 (957) 1,314 (348) $15,899 ======= $13,580 ======= Deferred income tax liabilities and assets result from difference between assets and liabilities measured for financial reporting purposes and for income tax return purposes. These assets and liabilities are measured using the enacted tax rates and laws that are currently in effect. The net deferred tax asset and the temporary differences comprising that balance at December 31, 2005 and 2004, are as follows: (Dollars in Thousands) 2005 2004 Deferred Tax Assets attributable to: Allowance for Loan Losses Associate Benefits Unrealized Losses on Investment Securities Accrued Pension/SERP Market Value of Loans Interest on Nonperforming Loans Net Operating Loss Carry Forwards Intangible Assets Accrued Expense Other Total Deferred Tax Assets Deferred Tax Liabilities attributable to: Despite the fact that the accounts of CCBG Capital Trust I and CCBG Depreciation on Premises and Equipment Capital Trust II are not included in the Company’s consolidated financial statements, the $30.0 million and $31.0 million, respectively, in trust preferred securities issued by these subsidiary trusts are included in the Tier 1 capital of Capital City Bank Group, Inc. as allowed by Federal Reserve Board guidelines. Note 11 INCOME TAXES Deferred Loan Costs Core Deposit Intangible Amortization Intangible Assets Accrued Pension/SERP Securities Accretion Other Total Deferred Tax Liabilities Net Deferred Tax Assets The provision for income taxes reflected in the statement of income is comprised of the following components: (Dollars in Thousands) 2005 2004 2003 In the opinion of management, it is more likely than not that all of the deferred tax assets will be realized; therefore, a valuation allowance is not required. Current: Federal State Deferred: Federal State Total $15,114 1,290 156 26 $16,586 ======== $13,753 1,381 656 109 $15,899 ========= $10,876 1,949 682 73 $13,580 ========= 54 annual report $6,733 $5,681 650 706 - 19 170 228 44 592 251 $9,393 $4,676 1,752 1,173 1,019 133 17 243 9,013 $ 380 ============ 229 203 1,390 248 45 - 18 573 331 $8,718 $3,433 2,016 465 - - 20 321 6,255 $2,463 ============ notes to consolidated financial statements annual report Changes in net deferred income tax assets were: Reconciliation of Funded Status: Funded Status $(11,853) $(13,404) $(11,443) Unrecognized Net Actuarial Losses Unrecognized Prior Service Cost Unrecognized Net Transition Obligation Prepaid (Accrued) Benefit Cost 14,823 1,302 - 11,676 1,517 - 9,993 1,732 1 $ 4,272 ======== $ (211) ======== $ 283 ======== Components of Net Periodic Benefit Costs: Service Cost Interest Cost Expected Return on Plan Assets Amortization of Prior Service Costs Transition Obligation Recognition Recognized Net Actuarial Loss Net Periodic Benefit Cost $ 4,352 $ 3,776 $ 3,302 3,410 (3,373) 215 11 1,324 $ 5,939 ======== 2,893 (2,665) 215 1 1,163 2,571 (2,168) 216 1 1,127 $ 5,383 ======== $ 5,049 ======== Assumptions: Weighted-average used to determine benefit obligations: Discount Rate Expected Return on Plan Assets Rate of Compensation Increase 5.75% 8.00% 5.50% 6.00% 8.00% 5.50% 6.25% 8.25% 5.50% Measurement Date 12/31/05 12/31/04 12/31/03 Weighted-average used to determine net cost: Discount Rate Expected Return on Plan Assets Rate of Compensation Increase 6.00% 8.00% 5.50% 6.25% 8.00% 5.50% 6.75% 8.25% 5.50% (1) Represents a change in mortality assumptions set forth in IRC 417(e). Return on Plan Assets. The overall expected long-term rate of return on assets is a weighted-average expectation for the return on plan assets. The Company considers historical performance and current benchmarks to arrive at expected long-term rates of return in each asset category. The Company assumed that 65% of its portfolio would be invested in equity securities, with the remainder invested in debt securities. Plan Assets. The Company’s pension plan asset allocation at year-end 2005 and 2004, and the target asset allocation for 2006 are as follows: Target Allocation Assets at Year-End (1) Percentage of Plan (Dollars in Thousands) Balance at Beginning of Year Purchase Accounting Acquisitions Income Tax Benefit From Change in Unrealized Losses on Available-for-Sale Securities Deferred Income Tax Expense on Continuing Operations Balance at End of Year 2005 $ 2,463 (2,403) 2004 $1,147 1,076 502 1,005 (182) (765) $ 380 ============ $2,463 ============= Note 12 EMPLOYEE BENEFIT PLANS Pension Plan The Company sponsors a noncontributory pension plan covering substantially all of its associates. Benefits under this plan generally are based on the associate's years of service and compensation during the years immediately preceding retirement. The Company's general funding policy is to contribute amounts deductible for federal income tax purposes. The defined benefit pension plan for the Farmers and Merchants Bank of Dublin was merged into the Company’s pension plan as of December 31, 2005. The following table details, on a consolidated basis, the components of pension expense, the funded status of the plan, amounts recognized in the Company's consolidated statements of financial condition, and major assumptions used to determine these amounts. (Dollars in Thousands) 2005 2004 2003 Change in Projected Benefit Obligation: Benefit Obligation at Beginning of Year $ 57,403 $ 46,227 $ 37,941 4,352 3,410 2,900 (3,859) (75) - 3,776 2,893 2,890 (1,092) (165) - 3,302 2,571 3,196 (1,060) (237) 514 Service Cost Interest Cost Actuarial Loss Benefits Paid Expenses Paid Plan Change(1) Projected Benefit Obligation at End of Year Accumulated Benefit Obligation at End of Year Change in Plan Assets: Fair Value of Plan Assets at Beginning of Year Actual Return on Plan Assets Employer Contributions Benefits Paid Expenses Paid $ 43,921 $ 34,784 $ 27,423 1,790 10,500 (3,859) (75) 2,710 4,888 (1,092) (165) 4,915 3,744 (1,061) (237) Fair Value of Plan Assets at End of Year $ 52,277 $ 41,125 $ 34,784 $ 64,131 ======== $ 54,529 ======== $ 46,227 ======== $ 45,645 ======== $ 38,325 ======== $ 32,444 ======== Equity Securities Debt Securities Real Estate 2006 65% 35% - Cash Equivalent - 2005 55% 24% - 21% Total 100% 100% 2004 58% 28% - 14% 100% (1) Represents asset allocation at year-end which may differ from the average target allocation for the year due to the year-end cash contribution to the plan. The Company’s pension plan assets are overseen by the CCBG Retirement Committee. Capital City Trust Company acts as plan trustee and investment manager. The investment strategy is to maximize return on investments while minimizing risk. The Company believes the best way to accomplish this goal is to take a conservative approach to its investment strategy by investing in high-grade equity and debt securities. CCBG 2 0 0 5 55 CCBG 2 0 0 5 notes to consolidated financial statements Expected Benefit Payments. As of December 31, 2005, expected benefit Weighted-average used to determine the net cost: payments related to the Company's defined benefit pension plan were as follows: Discount Rate 2006 2007 2008 2009 2010 2011 through 2015 $ 2,874,654 3,139,350 4,203,199 4,150,829 3,919,446 31,659,590 $49,947,068 ============= Contributions. The following table details the amounts contributed to the pension plan in 2005 and 2004, and the expected amount to be contributed in 2006. 2005 2004 Expected 2006 (1) Actual Contributions $10,500,000 $4,888,000 $0 to $6,000,000 (1) Estimate calculated based on pension funding laws and regulations currently in effect. Supplemental Executive Retirement Plan The Company has a Supplemental Executive Retirement Plan ("SERP") covering selected executive officers. Benefits under this plan generally are based on the executive officer's years of service and compensation during the years immediately preceding retirement. The Company recognized expense during 2005, 2004 and 2003 of approximately $478,000, $491,000, and $208,000, respectively. The following table details the components of the Supplemental Executive Retirement Plan's periodic benefit cost, the funded status of the plan, amounts recognized in the Company's consolidated statements of financial condition, and major assumptions used to determine these amounts. (Dollars in Thousands) 2005 2004 2003 Change in Projected Benefit Obligation: Benefit Obligation at Beginning of Year $ 3,601 $ 1,880 $ 2,770 Service Cost Interest Cost Actuarial (Gain) Loss Plan Change(1) Projected Benefit Obligation at End of Year Accumulated Benefit Obligation at End of Year Reconciliation of Funded Status: 133 207 (63) - 147 198 80 111 1,376 (1,107) - 26 $ 3,878 ======= $ 3,601 ======= $ 1,880 ======= $ 2,295 ======= $ 1,894 ======= $ 1,206 ======= Rate of Compensation Increase 6.00% 5.50% 6.25% 5.50% 6.75% 5.50% (1) Represents a change in mortality assumptions set forth in IRC 417(e) Expected Benefit Payments. As of December 31, 2005, expected benefit payments related to the Company's SERP were as follows: 2006 2007 2008 2009 2010 2011 through 2015 401(k) Plan $ 18,627 19,461 98,113 208,477 269,937 3,719,795 $4,334,410 ============ The Company has a 401(k) Plan which enables associates to defer a portion of their salary on a pre-tax basis. The plan covers substantially all associates of the Company who meet minimum age requirements. The plan is designed to enable participants to elect to have an amount from 1% to 15% of their compensation withheld in any plan year placed in the 401(k) Plan trust account. Matching contributions from the Company are made up to 6% of the participant's compensation for eligible associates. During 2005, 2004, and 2003, the Company made matching contributions of $154,483, $66,281 and $32,258, respectively. The participant may choose to invest their contributions into sixteen investment funds available to CCBG participants, including CCBG's common stock. A total of 50,000 shares of Capital City Bank Group, Inc. common stock have been reserved for issuance. Other Plans The Company has a Dividend Reinvestment and Optional Stock Purchase Plan. A total of 250,000 shares have been reserved for issuance. In recent years, shares for the Dividend Reinvestment and Optional Stock Purchase Plan have been acquired in the open market and, thus, CCBG did not issue any shares under this plan in 2005, 2004 and 2003. Note 13 EARNINGS PER SHARE The following table sets forth the computation of basic and diluted earnings per share: (Dollars in Thousands, Except per Share Data) 2005 2004 2003 Funded Status $(3,878) $(3,601) $(1,880) Unrecognized Net Actuarial Loss (Gain) Unrecognized Prior Service Cost 734 388 874 449 (418) 511 Numerator: Net Income Denominator: Accrued Benefit Cost $(2,756) ======= $(2,278) ======= $(1,787) ======= Denominator for Basic Earnings Per Share $ 30,281 ============== 29,371 25,193 $ =============== =============== $ $ 133 $ 147 $ 80 Effects of Dilutive Securities Weighted-Average Shares 18,263,855 16,805,696 16,528,109 Components of Net Periodic Benefit Costs: Service Cost Interest Cost Amortization of Prior Service Cost Recognized Net Actuarial Loss (Gain) Net Periodic Benefit Cost Assumptions: 207 61 77 $ 478 ======= 198 62 84 111 61 (44) $ 491 ======= $ 208 ======= Weighted-average used to determine the benefit obligations: Discount Rate Rate of Compensation Increase 5.75% 5.50% 6.00% 5.50% 6.25% 5.50% 56 annual report Stock Compensation Plans 17,388 5,230 35,878 Denominator for Diluted Earnings Per Share Adjusted Weighted-Average Shares and Assumed Conversions Basic Earnings Per Share Diluted Earnings per Share 18,281,243 ============== $ 1.66 ============== $ 1.66 ============== 16,810,926 16,563,986 =============== =============== $ 1.74 $ 1.53 =============== =============== $ 1.74 $ 1.52 =============== =============== notes to consolidated financial statements annual report Note 14 CAPITAL The Company is subject to various regulatory capital requirements which involve quantitative measures of the Company's assets, liabilities and certain off-balance sheet items. The Company's capital amounts and classification are subject to qualitative judgments by the regulators about components, risk weightings, and other factors. Quantitative measures established by regulation to ensure capital adequacy require that the Company maintain amounts and ratios (set forth in the table below) of total and Tier I capital to risk-weighted assets, and of Tier I capital to average assets. As of December 31, 2005, the Company met all capital adequacy requirements to which it is subject. A summary of actual, required, and capital levels necessary to be considered well-capitalized for Capital City Bank Group, Inc. consolidated and its banking subsidiary, Capital City Bank, as of December 31, 2005 and December 31, 2004 are as follows: To Be Well- Capitalized Under Prompt Corrective Adequacy Purposes Action Provisions Required For Capital Actual (Dollars in Thousands) Amount Ratio Amount Ratio Amount Ratio As of December 31, 2005: Tier I Capital: CCBG CCB Total Capital: CCBG CCB Tier I Leverage: CCBG CCB $257,572 12.61% $ 81,675 4.00% * * 252,096 12.36% 81,599 4.00% $122,398 6.00% 276,869 13.56% 163,349 8.00% * * 269,506 13.21% 163,198 8.00% 203,997 10.00% 257,572 10.27% 61,256 4.00% * * 252,096 10.07% 61,199 4.00% 101,999 5.00% As of December 31, 2004: Tier I Capital: CCBG CCB Total Capital: CCBG CCB Tier I Leverage: CCBG CCB $207,776 11.44% $ 72,617 4.00% * * 199,565 11.01% 72,506 4.00% $108,759 6.00% 223,813 12.33% 145,235 8.00% * * 215,602 11.89% 145,012 8.00% 181,265 10.00% 207,776 8.79% 54,463 4.00% * * 199,565 8.47% 54,379 4.00% 90,632 5.00% *Non-applicable to bank holding companies. Note 15 DIVIDEND RESTRICTIONS Substantially all the Company’s retained earnings are undistributed earnings of its banking subsidiary which are restricted by various regulations administered by federal and state bank regulatory authorities. The approval of the appropriate regulatory authority is required if the total of all dividends declared by a subsidiary bank in any calendar year exceeds the bank’s net profits (as defined under Florida law) for that year combined with its retained net profits for the preceding two calendar years. In 2006, the bank subsidiary may declare dividends without regulatory approval of $37.5 million plus an additional amount equal to the net profits of the Company’s subsidiary bank for 2006 up to the date of any such dividend declaration. Note 16 RELATED PARTY INFORMATION DuBose Ausley, a Director of the Company, is employed by and is the former Chairman of Ausley & McMullen, the Company's general counsel. Fees paid by the Company and its subsidiary for legal services, in aggregate, approximated $813,000, $797,000, and $765,000 during 2005, 2004, and 2003, respectively. Under a lease agreement expiring in 2024, the Bank leases land from a partnership in which several directors and officers have an interest. The lease agreement with Smith Interests General Partnership L.L.P., provides for annual lease payments of approximately $109,000, to be adjusted for inflation in future years. Under a lease agreement expiring in 2018, the Bank leases its East Dublin Office from a partnership involving McGrath Keen, Jr., a Director of the Company. The lease agreement provides for annual lease payments of $46,500, to be adjusted for inflation every five years beginning in 2008. Director Keen has one-half ownership interest in the aforementioned partnership. Under an agreement with Keen Insurance Agency, the Bank shares with the agency one-half of the commissions received from the sale of credit life and accident/health insurance to Bank clients in the Dublin market. Payments made to the agency during 2005 were approximately $30,000. McGrath Keen, Jr., a director of the Company, has sixty-percent ownership interest in Keen Insurance Agency. At December 31, 2005 and 2004, certain officers and directors were indebted to the Company’s bank subsidiary in the aggregate amount of $17.7 million and $18.8 million, respectively. During 2005, $13.5 million in new loans were made and repayments totaled $14.6 million. In the opinion of management, these loans were made on similar terms as loans to other individuals of comparable creditworthiness and were all current at year-end. CCBG 2 0 0 5 57 CCBG 2 0 0 5 notes to consolidated financial statements Note 17 SUPPLEMENTARY INFORMATION Components of other noninterest income and noninterest expense in excess of 1% of the sum of total interest income and noninterest income, which are not disclosed separately elsewhere, are presented below for each of the respective years. (Dollars in Thousands) Noninterest Income: 2005 2004 2003 Merchant Fee Income Interchange Commission Fees $6,174 2,239 $5,135 2,229 $4,563 2,183 Noninterest Expense: Professional Fees Printing & Supplies Interchange Service Fees Telephone Advertising (1) <1% of appropriate threshold. 3,825 2,372 5,402 2,493 4,275 2,858 1,854 4,741 2,048 2,001(1) 1,918 1,742 4,181 1,872 1,260(1) Note 18 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 December 31, 2005, the amounts associated with the Company’s off-balance sheet obligations were as follows: (Dollars in Thousands) Commitments to Extend Credit (1) Standby Letters of Credit Amount $445,299 $ 20,709 (1) Commitments include unfunded loans, revolving lines of credit, and other unused commitments. Commitments to extend credit are agreements to lend to a client 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. Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a client to a third party. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities. In general, management does not anticipate any material losses as a result of participating in these types of transactions. However, any potential losses arising from such transactions are reserved for in the same manner as management reserves for its other credit facilities. For both on- and off-balance sheet financial instruments, the Company requires collateral to support such instruments when it is deemed necessary. The Company evaluates each client’s creditworthiness on a case-by-case basis. The amount of collateral obtained upon extension of credit is based on management’s credit evaluation of the counterparty. Collateral held varies, but may include deposits held in financial institutions; U.S. Treasury securities; other marketable securities; real estate; accounts receivable; property, plant and equipment; and inventory. Other Commitments. In the normal course of business, the Company enters into lease commitments which are classified as operating leases. Rent expense incurred under these leases was approximately $1.3 million in 2005, $1.3 million in 2004, and $1.1 million in 2003. Minimum lease payments under these leases due in each of the five years subsequent to December 31, 2005, are as follows (in millions): 2006, $1.4; 2007, $1.2; 2008, $1.2; 2009, $1.1; 2010, $1.0; thereafter, $6.4. 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. Note 19 FAIR VALUE OF 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. The methods and assumptions used to estimate the fair value of the Company’s other financial instruments are as follows: Investment Securities – Fair values for investment securities are based on quoted market prices. If a quoted market price is not available, fair value is estimated using market prices for similar securities. Loans – The loan portfolio is segregated into categories and the fair value of each loan category is calculated using present value techniques based upon projected cash flows and estimated discount rates. The calculated present values are then reduced by an allocation of the allowance for loan losses against each respective loan category. Deposits – The fair value of Noninterest Bearing Deposits, NOW Accounts, Money Market Accounts and Savings Accounts are the amounts payable on demand at the reporting date. The fair value of fixed maturity certificates of deposit is estimated using present value techniques and rates currently offered for deposits of similar remaining maturities. Subordinated Notes Payable – The fair value of each note is calculated using present value techniques, based upon projected cash flows and estimated discount rates as well as rates being offered for similar obligations. Long-Term Borrowings – The fair value of each note is calculated using present value techniques, based upon projected cash flows and estimated discount rates as well as rates being offered for similar debt. 58 annual report notes to consolidated financial statements annual report Commitments to Extend Credit and Standby Letters of Credit – The fair value of commitments to extend credit is estimated using the fees currently charged to enter into similar agreements, taking into account the present creditworthiness of the counterparties. The fair value of these fees is not material. The Company’s financial instruments that have estimated fair values are presented below: Note 20 PARENT COMPANY FINANCIAL INFORMATION The operating results of the parent company for the three years ended December 31, are shown below: Parent Company Statements of Income At December 31, 2005 2004 (Dollars in Thousands) OPERATING INCOME Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value $ 105,195 $ 105,195 $ 87,039 $ 87,039 61,164 171,019 61,164 171,019 74,506 210,240 74,506 210,240 (Dollars in Thousands) Financial Assets: Cash Short-Term Investments Investment Securities Loans, Net of Allowance for Loan Losses 2,050,084 2,044,954 1,812,788 1,816,670 Income Received from Subsidiary Bank: Dividends Overhead Fees Other Income Total Operating Income OPERATING EXPENSE Salaries and Associate Benefits Interest on Long-Term Borrowings Total Financial Assets $2,387,462 ================== $2,382,332 ================== $2,184,573 ================== $2,188,455 ================== Interest on Subordinated Notes Payable Financial Liabilities: Deposits $2,079,346 $1,953,576 $1,894,886 $1,791,797 Short-Term Borrowings Subordinated Notes Payable 82,973 62,887 Long-Term Borrowings 69,630 82,748 63,049 69,295 96,014 30,928 68,453 96,053 31,040 68,582 Total Financial Liabilities $2,294,836 ================== $2,168,668 ================== $2,090,281 ================== $1,987,472 ================== Certain financial instruments and all nonfinancial 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. 2005 2004 2003 $10,597 $12,716 $11,599 2,716 87 13,400 3,232 2 2,935 - 15,950 14,534 2,191 - 2,981 1,399 467 701 471 8,210 2,257 1,847 33 294 895 286 468 480 - - 1,104 193 374 404 4,713 3,922 Professional Fees Advertising Legal Fees Other Total Operating Expense Income Before Income Taxes and Equity in Undistributed Earnings of Subsidiary Bank 5,190 11,237 10,612 Income Tax Benefit (2,060) (581) (278) Income Before Equity in Undistributed Earnings of Subsidiary Bank 7,250 11,818 10,890 Equity in Undistributed Earnings of Subsidiary Bank Net Income 23,031 $30,281 ============= 17,553 $29,371 ============= 14,303 $25,193 ============= CCBG 2 0 0 5 59 CCBG 2 0 0 5 notes to consolidated financial statements The following are condensed statements of financial condition of the The cash flows for the parent company for the three years ended parent company at December 31: December 31, were as follows: Parent Company Statements of Financial Condition Parent Company Statements of Cash Flows (Dollars in Thousands, Except Per Share Data) (1) 2005 2004 (Dollars in Thousands) 2005 2004 2003 ASSETS Cash and Due From Subsidiary Bank Investment in Subsidiary Bank Other Assets Total Assets LIABILITIES Subordinated Notes Payable Other Liabilities Total Liabilities $ 5,434 $ 6,893 364,898 282,034 1,447 $371,779 ============ 1,536 $290,463 ============ $ 62,887 $ 30,928 3,116 2,735 $ 66,003 $ 33,663 CASH FLOWS FROM OPERATING ACTIVITIES: Net Income $30,281 $29,371 $25,193 Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities: Equity in Undistributed Earnings of Subsidiary Bank (23,031) (17,553) (14,303) Non-Cash Compensation Increase in Other Assets Increase in Other Liabilities Net Cash Provided by Operating Activities 110 131 381 7,872 1,707 (189) 68 508 (130) 300 13,404 11,568 SHAREOWNERS' EQUITY Preferred Stock, $.01 par value, 3,000,000 shares authorized; no shares issued and outstanding - - CASH FLOWS FROM INVESTING ACTIVITIES: Cash Paid for Investment in: CCBG Trust I and CCBG Trust II Cash Paid for Acquisitions Net Cash Used in Investing Activities (959) (29,953) (30,912) (928) (35,688) (36,616) Common Stock, $.01 par value; 90,000,000 shares authorized; 18,631,706 and 17,694,139 shares issued and outstanding at December 31, 2005 and December 31, 2004, respectively Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive Loss, Net of Tax Total Shareowners' Equity Total Liabilities and Shareowners' Equity 186 177 83,304 52,328 223,532 204,648 (1,246) 305,776 $371,779 ============ (353) 256,800 $290,463 ============ CASH FROM FINANCING ACTIVITIES: Proceeds from Subordinated Notes 31,959 Increase in Other Long-Term Borrowings Repayments of Long-Term Borrowings Payment of Dividends Repurchase of Common Stock - - (11,397) - 30,928 30,000 (30,000) (9,857) - Issuance of Common Stock 1,019 1,184 - - - - - - (8,646) (17) 975 (1) All share and per share data have been adjusted to reflect the 5-for-4 stock split effective Net Cash Provided by (Used in) July 1, 2005. Financing Activities 21,581 22,255 (7,688) Net (Decrease) Increase in Cash Cash at Beginning of Period Cash at End of Period (1,459) 6,893 $ 5,434 ========= (957) 7,850 3,880 3,970 $ 6,893 ========= $ 7,850 ========= Note 21 COMPREHENSIVE INCOME SFAS No. 130, "Reporting Comprehensive Income," requires that certain transactions and other economic events that bypass the income statement be displayed as other comprehensive income (loss). The Company’s comprehensive income (loss) consists of net income (loss) and changes in unrealized gains (losses) on securities available-for-sale, net of income taxes. Changes in unrealized gains (losses) (net of taxes) on securities are reported as other comprehensive (loss) income and totaled ($893,000), ($1,739,000), and ($1,735,000), for 2005, 2004 and 2003, respectively. Reclassification adjustments consist only of realized gains on sales of investment securities and were not material for the years ended December 31, 2005, 2004 and 2003. 60 annual report annual report office managers At Capital City Bank, service begins when you open the front door to our banking offices. Every one of our 68 office managers is responsible for exceeding the expectations of our clients each business day. Whether you visit our offices to simply cash a check, or to complete a complicated lending transaction, you can be assured your banking experience will be handled promptly and professionally. CCBG 2 0 0 5 61 CCBG 2 0 0 5 officers, directors, community boards Capital City Bank Group, Inc. Tallahassee, Florida Edward G. Canup Executive Vice President William D. Colledge Executive Vice President Mark W. Strickland Senior Vice President Emory F. Sullivan Senior Vice President OFFICERS William G. Smith, Jr. Chairman, President and Chief Executive Officer Thomas A. Barron Treasurer J. Kimbrough Davis Executive Vice President and Chief Financial Officer Bethany H. Corum Executive Vice President and Chief People Officer Beverly Hickman Black Community President Burke County Noel A. Ellis Executive Vice President Mitchell R. Englert Executive Vice President Clifton E. Bradley Community President, Dixie, Gilchrist, Levy and Suwannee Counties Flecia Braswell Executive Vice President Karen H. Love Executive Vice President Randall Sharpton Senior Vice President DIRECTORS DuBose Ausley Attorney, Ausley & McMullen, P.A. Thomas A. Barron President Capital City Bank Frederick Carroll, III Managing Partner Carroll and Company, CPAs Cader B. Cox, III President Riverview Plantation Inc. J. Everitt Drew President, St. Joe Land Company John K. Humphress Partner, Wadsworth, Humphress, Holler & Konrad McGrath Keen, Jr. Private Investor Lina S. Knox Community Volunteer Ruth A. Knox Attorney/President Wesleyan College Henry Lewis III, PharmD, RPH Professor, Florida A&M University College of Pharmacy William G. Smith, Jr. Chairman, President and Chief Executive Officer Capital City Bank Group, Inc. Capital City Bank Tallahassee, Florida OFFICERS William G. Smith, Jr. Chairman of the Board Thomas A. Barron President J. Kimbrough Davis Executive Vice President and Chief Financial Officer Andy Andrews Executive Vice President Flecia Braswell Executive Vice President and Chief Brand Officer Randolph K. Briley Executive Vice President Roger Miller Executive Vice President Cynthia Y. Pyburn Executive Vice President Dale A. Thompson Executive Vice President Edwin N. West, Jr. Executive Vice President Ricky K. Bitner Senior Vice President William H. Brimacombe Senior Vice President Charles J. Davis Senior Vice President Judy Getts Senior Vice President John M. Hutchison Senior Vice President Compliance Ray A. Johnson Senior Vice President Finance Executive Jep Larkin Senior Vice President Controller Robert K. Mayer Senior Vice President William L. Moor, Jr. Senior Vice President Michael Penney Senior Vice President Gene Perkins Senior Vice President Helen Proctor Senior Vice President Frances Purvis Senior Vice President/ Senior Office Manager Ruben Ramos Senior Vice President William R. Rodrigues Senior Vice President David Sanda Senior Vice President James Y. Scarboro Senior Vice President Erin Sjostrom Senior Vice President William P. Smith, Jr. Senior Vice President Roy L. Carter Community President Washington County Don L. Davis Community President Gainesville David V. Donato Community President Hernando/Pasco Counties Drew Ferguson, III Community President Troup and Chambers Counties Amy Geiger Community President Wakulla County W. W. Gunnels, Jr. Community President Jefferson and Madison Counties Donald L. James Community President NW Alachua County Stephen Jukes Community President Bibb County C. Stephen Martin Community President Citrus County/Inglis Terry McRae Community President Grady County Jeffrey L. Oody Community President Bradford and Clay Counties Stephen Stabler Community President Laurens County James R. Suber Community President Gadsden County Gregory J. Walker Community President Putnam County Johanna White Community President Gulf County Susan E. Wise Community President Taylor County DIRECTORS Daniel M. Ausley Owner, MASK Development Thomas A. Barron President, Capital City Bank 62 annual report Gregory V. Beauchamp Attorney Gregory V. Beauchamp, PA Charles K. Buafo, MD Chief of Staff, Medical Center of Central Georgia Robert J. Beauchamp Certified Public Accountant Beauchamp & Edwards, PA Donald T. Bennink Dairy Farmer/Owner North Florida Holsteins Kenneth R. Hart President, Ausley & McMullen, PA E. Cantey Higdon Investor John B. Higdon Investor, Higdon Investment Co. Harold M. Knowles Attorney/Managing Shareholder Knowles, Marks & Randolph Blucher B. Lines Attorney, Lines, Hinson & Lines S. Craig McMillan President, Pat Thomas & Associates Insurance, Inc. John B. Mowell Chairman Mowell Financial Group, Inc. William G. Smith, Jr. Chairman, President and Chief Executive Officer Capital City Bank Group, Inc. Ben H. Wilkinson, Jr. Partner Tallahassee Land Company Fred M. Williams, Jr. President, Williams Timber, Inc. P. Graves Williams President, Q. L. Enterprises, Inc. SUBSIDIARIES Capital City Securities, Inc. William L. Moor, Jr. President Capital City Services Company Cynthia Y. Pyburn President Randall H. Lashua Executive Vice President Mark Newman Senior Vice President Capital City Trust Company Randolph M. Pople President Robert A. Barnett Senior Vice President R. David Maloy, Jr. Senior Vice President Community Boards Bibb County Community Board Marilyn L. Ashmore Director, Capital Campaign - Museum of Aviation Foundation Leonard Bevill CEO/Co-owner Macon Occupational Medicine Dudley B. Christie, Jr., OD Investor, Optometrist Robert J. Cleveland, Jr. President, Vantage Homes, Inc. Guy B. Eberhardt, Sr. President, Eberhardt Industries, Inc. J. Milton Heard, IV President, Hart’s Mortuary T. Baldwin Martin, Jr. Retired Attorney Paul R. Nagle United Way of Central Georgia, Inc. Edmund E. Olson President Sports Towne/Macon Knights James A. Upshaw, M.D. Partner, Internal Medicine Associates, P.C. Bradford/Clay Counties Community Board Steve Denmark Owner, Denmark Furniture Store Susan Faulkner-O’Neal Owner, Faulkner Realty William Marchese, DMD Owner, Bradford Family Dentistry John M. Miller Owner/Publisher Bradford County Telegraph Douglas E. Reddish Partner, Reddish & White CPAs Burke County Community Board Rickie Blackburn Owner, Delta Termite & Pest Control Gregory Coursey Sheriff of Burke County William E. Edwards Area Distribution Manager Georgia Power Company John Lee Fulcher CPA/Owner, John L. Fulcher, CPA William H. Harper, Jr. Owner, Harper Consulting, Inc. C.W. Hopper Retired, Burke County Commission Robert H. McKinney Owner, McKinney Wholesale Company, Inc. Bonnie Taylor General Manager, The True Citizen Citrus County Community Board C.L. Calloway District Manager, Withlacoochee River Electric Cooperative, Inc. officers, directors, community boards annual report Dolores H. Clark-Mills President/Owner R&R Clark Construction, Inc. Billy G. Lafferty President/Owner Total Rental Centers, Inc. William M. Lyons Semi-Retired, Real Estate Alana Rich Publisher, Nature Coast Visitors Guide Magazine, Inc. Gadsden County Community Board Gary E. Rexroat Physician’s Assistant Chiefland Medical Center Jimmie L. Troke Co-Owner/REALTOR®, Troke Realty, Inc. Grady County Community Board John P. Bell, Jr. President/Owner, Bell Irrigation, Inc. Jo Ann Butler Owner, Joe McNair, Inc. Phillip Drew President, Drew Oil Company, Inc. John N. Bert Owner/Editor, Havana Herald, Twin City News, and Havana Publishing Michael L. Gainous Owner, Triple L. Timber John Shaw Curry Retired Attorney Michael Dooner President, Southern Forestry Consultants George Hackney Owner/President, Hackney Nursery, Inc. Harold J. Henderson, PhD President, Henderson Care Centers, Inc. E.W. Hinson, Jr. Owner/President, Hinson Oil Company Alma Littles, M.D. Professor/Assoc. Dean for Academic Affairs, FSU College of Medicine Terrance L. Massey President, Massey Drugs William M. Maxwell President, Maxwell & Suber Co. Fount H. May, Jr. President, May Nursery, Inc. W. Dale Summerford Tax Collector, Gadsden County Bruce H. Thomas President, Thomas Motor Cars Pat M. Woodward, MD Retired Gainesville Community Board Norma B. Adams Realtor, Prudential Preferred Property Alan A. Goldblatt, MD President/CEO Alan A. Goldblatt, MD, PA William F. McDavid Managing Shareholder/President McDavid & Company, CPAs Lee C. McGriff President McGriff Williams Insurance Frank P. Saier Vice President/Partner Scruggs & Carmichael Dempsey R. Sapp, Jr. President/CEO Florida Pest Control Ken LeGette President, Graco Fertilizer, Inc. Sidney Pridgen Owner, Center Drugs Ray Prince Owner, Prince Farms Earl Stuckey Owner/President, Stuckey Construction, Inc. Richard VanLandingham Retired, Monrovia Growers John B. Wight, Jr. Retired Nursery Owner Reverend Sylvester Williams Pastor, Beulah Missionary Baptist Church Gulf County Community Board Mark H. Costin Owner, St. Joe Ace Hardware B. Phillip Earley Owner/Operator, St. Joe Rental J. Patrick Farrell, Jr. Owner/REALTOR®, St. Joe Realty Shirley Jenkins Tax Collector, Gulf County Tommy Pitts Port Director, Port St. Joe Port Authority Eugene Raffield Vice President, Raffield Fisheries, Inc. Clay Smallwood President, St. Joe Timberland Hernando/Pasco County Community Board David T. Alberson Retired, Capital City Bank George M. Allen, Jr. Board of Trustees Hernando Health Care David R. Carter Attorney, Law Offices of David R. Carter, PA Carl A. Feddeler President, CA Feddeler, Inc., Real Estate Brokerage/Krysher-Delzer, Inc. Gilchrist County Community Board Theodore M. Burt Attorney, Theodore M. Burt, PA Michael J. Kierzynski Certified Public Accountant Kierzynski & Associates, CPAs, PA Howell E. Lancaster, Jr. President, Lancaster Oil Deborah G. Kilgore Retired Joseph Mazzuco, Jr. President/Owner Royal Coachman Homes, Inc. G. Frank Parker Certified Public Accountant Stone, Parker & Company, CPA, PA Jefferson County Community Board Frank Blow Owner, Fantasia Enterprises Teresa Diane Freeman President, Jefferson Builders Mart and Hardware, Inc. Brian T. Hayes Attorney, Brian T. Hayes, PA Felix R. Joyner Owner, Joyner’s Travel Center George W. Miller Owner, Miller Accounting Thomas B. Scott Owner, Scott Septic Tank Service Jerry P. Walton, Jr. Managing Partner Big Bend Timber Services, LLC Laurens County Community Board Nelson Carswell, Jr. Owner, Children’s Clinic Leon County Community Board Lawrence Carter, Ph.D. Associate Dean, Florida A&M University J. Marshall Conrad Attorney, Ausley & McMullen, P.A. Kevin M. Davis Real Estate Investor, Blue Chip Realty Erin Ennis Vice President - Finance and Administration, St. Joe Land Company Fincher W. Smith Restaurant Owner, McFinch Management, Co., K2 Urban Corporation Roger C. Smith Chairman, Prime Credit Corporation Glenda L. Thornton Partner, Foley & Lardner Levy County Community Board Sharon C. Brannan Owner, Sharon C. Brannan, CPA, PA Donald M. McCoy, Jr., DO Physician, Nature Coast Medical Group Robert E. Mount, Jr., DDS Owner, Robert E. Mount, Jr., DDS, PA Madison County Community Board Henry N. Davis President, Davis Enterprises Frederick M. Norfleet, Sr. Pharmacist/Investor Pam Schoelles President, Schoelles & Associates, Inc. Lucas M. Waring Owner, Lucas Waring Enterprises, Inc. Odiorne Insurance Agency Gary L. Williams Owner, Williams Electric NW Alachua County Community Board Jerry M. Smith Chairman, NW Alachua County Community Board Ronald F. Andrews President/Owner, Andrews Paving, Inc. Gary D. Grunder Attorney, Grunder & Petteway, PA Robert Alan Hitchcock President/CEO, Hitchcock & Sons, Inc. Patricia A. Moser President, Horizon Realty of Alachua, Inc. Marilyn Bishop Shaw Literacy Coach, Oak View Middle School Putnam County Community Board Bruce A. Baldwin CEO, Putnam Community Medical Center U.D. Floyd Owner, U.D. Floyd Farms Mildred G. Horton Retired, St. John’s Water Management District Daniel A. Martinez Retired, Georgia Pacific Corporation Randall S. Mathews President/CEO Mathews’ Moving & Storage, Inc., et al. R. L. McLendon, Jr., PhD President, St. Johns River Community College E. David Risch, MD Orthopedic Surgeon, E. David Risch, MD, PA Q. Irving Roberts President/Owner, Roberts Communications, Inc. Communications Products, Inc./Roberts Land & Timber Company, Inc. Preston Breck Sloan President, Beck Auto Sales, Inc. Suwannee County Community Board Benita Byrd Office Manager, T.W. Byrd’s Sons, Inc. Charles E. Hatch President, Hatch Brothers Farms, Inc. Charles D. Hurst President, C & D Farms, Inc. Brian L. McAdams, DVM Co-Owner/President McAdams Dairy Farm, Inc. Robbie Suggs Co-Owner, North Florida Bio-Med Taylor County Community Board James C. Bassett President, Bassett Dairy Products, Inc. Donald R. Everett, Sr. President, Ware Oil & Supply Co. William R. Grant President, Perry Auto Supply, Inc. Carl Gross President, CG Contractors, Inc. Michael R. Lynn President, Michael Lynn, Inc. CCBG 2 0 0 5 63 CCBG 2 0 0 5 officers, directors, community boards Grady C. Moore, Jr. President, Grady C. Moore Real Estate, Inc. L. Foy Fisher, III Vice President/Human Resources West Point Stevens Rebecca J. Harris Branch Manager Associated Land Title Group, Inc. Joe R. Roberts, III Chief Financial Officer, Roberts Lumber Co. & RDS Manufacturing Co. Edmund C. Glover Chairman/CEO Batson Cook Company Michael S. Smith Attorney, Smith, Smith & Moore, PA William L. Nix Attorney/Owner Morrow & Nix Troup/Chambers County Community Board Carter Brown Real Estate Broker, Coldwell Banker/ Spinks Brown Durand Realtors Jerry Cash Owner, Greene Super Drug Thomas Ray Edwards Owner, Valley Resale A. Drew Ferguson, IV, DMD Owner, A. Drew Ferguson, IV, DMD, PC C. Y. Wood, Jr. Editor/Publisher, Valley Times News Wakulla County Community Board Sonya Hall President, Wakulla Realty, Inc. Washington County Community Board James Edwin Davis Owner, Davis Angus, Inc. Margaret Gilmore Secretary/Treasurer, Blackburn Properties, Inc. Robert W. Snare, MD Physician, Robert W. Snare, MD Lamar L. Townsend Owner, L. Townsend Mini Storage Emeritus Board Ashley P. Beggs Ned P. Brafford R. Spencer Burress C. Bob Butler Donald E. Grant Sumpter James Damon D. King William W. Mahaffey James T. McNeill Payne H. Midyette, Jr. G. Ulmer Miller John L. Miller M. William Miller Harold Mills John T. Mitchell, Sr. William L. Moor Millard J. Noblin James M. Pafford John H. Parker, Jr., MD Wesley Ramsey Jack G. Rich Rodney L. Scarboro George A. Stephens Giles C. Toole, Jr. Mary M. Whatley Earlene U. Wheeler Warren Winkler shareowner information How to Communicate with Capital City Bank Group, Inc. Telephone 850.671.0300 Mailing Address P. O. Box 11248 Tallahassee, Florida 32302 Internet Address www.ccbg.com Capital City Bank Direct Automated Tallahassee Area - 850.671.0400 Outside Tallahassee - 888.671.0400 Capital City Bank Direct Client Service Center Tallahassee Area - 850.671.0400 Outside Tallahassee - 888.671.0400 Trust and Investment Management Services 850.671.0315 Corporate Headquarters Capital City Bank Group, Inc. William G. Smith, Jr. Chairman, President and Chief Executive Officer 217 North Monroe Street Tallahassee, Florida 32301 850.671.0300 Notice of Annual Meeting The Annual Meeting of Shareowners will be held on Tuesday, April 25, 2006, 10:00 a.m., University Center Club, Tallahassee, Florida. Shareowner Services Shareowners desiring to change the name, address or ownership of stock, to report lost certificates or to consolidate accounts should contact: American Stock Transfer and Trust Company 59 Maiden Lane New York, New York 10007 212.936.5100 or 800.937.5449 Independent Public Accountants KPMG, LLP Jacksonville, Florida General Counsel Ausley & McMullen, P.A. Tallahassee, Florida General Information Analysts, investors and others seeking financial information should contact: J. Kimbrough Davis Executive Vice President and Chief Financial Officer or Robert H. Smith Vice President Capital City Bank Group, Inc. P. O. Box 11248 Tallahassee, Florida 32302 850.671.0300 Capital City Bank Group, Inc. common stock trades on The Nasdaq Stock Market® under the symbol CCBG. Form 10-K A copy of the Company’s 2005 Annual Report on Form 10-K, filed with the Securities and Exchange Commission, is available at no charge upon written request to the Chief Financial Officer listed under General Information. Banks in the Capital City Bank Group, Inc. are members of the Federal Deposit Insurance Corporation. 64 annual report ALABAMA Chambers County Fob James Office 375 Fob James Drive Valley, Alabama 36854 334.756.8550 Shawmut Office 3503 20th Avenue Valley, Alabama 36854 334.768.5410 FLORIDA Alachua County Alachua Office 15000 NW 140th Street Alachua, Florida 32615 386.462.1041 High Springs Office 660 NE Santa Fe Boulevard High Springs, Florida 32643 386.454.5500 Jonesville Office 14009 West Newberry Road Jonesville, Florida 32669 352.331.2605 Main Street Office 4000 North Main Street Gainesville, Florida 32609 352.375.6991 Millhopper Office 4040 NW 16th Boulevard Gainesville, Florida 32605 352.336.1041 Newberry Office 24202 West Newberry Road Suite F Newberry, Florida 32669 352.472.9950 Northwood Office 6360 NW 13th Street Gainesville, Florida 32653 352.371.1041 Gainesville Mortgage Lending Office 3760 NW 83rd Street, Suite 2 Gainesville, Florida 32606 352.395.1330 Bradford County Starke Office 350 North Temple Avenue Starke, Florida 32091 904.964.7050 Citrus County Citrus Springs Office 10241 North Florida Avenue Citrus Springs, Florida 34434 352.465.0035 Crystal River Office 101 Southeast U.S. Highway 19 Crystal River, Florida 34429 352.795.6100 Floral City Office 7697 South Florida Avenue Floral City, Florida 34436 352.344.1555 Inverness Office 1500 North U.S. Highway 41 Inverness, Florida 34450 352.726.3200 Clay County Keystone Heights Office 405 South Lawrence Boulevard Keystone Heights, Florida 32656 352.473.4952 Dixie County Cross City Office Barber and Chewning Avenue Cross City, Florida 32628 352.498.5536 Gadsden County Chattahoochee Office 316 West Washington Street Chattahoochee, Florida 32324 850.663.4355 Havana Office 102 South Main Street Havana, Florida 32333 850.539.5805 Quincy Office 4 East Washington Street Quincy, Florida 32351 850.875.1000 Gilchrist County Bell Office 690 South U.S. Highway 129 Bell, Florida 32619 352.463.7660 Fanning Springs Office 7240 U.S. Highway 19 Fanning Springs, Florida 32693 352.463.6537 Trenton Office 109 West Wade Street Trenton, Florida 32693 352.463.2329 Gulf County Port St. Joe Office 504 Monument Avenue Port St. Joe, Florida 32456 850.229.8282 Hernando County Mariner Boulevard Office 7101 Mariner Boulevard Spring Hill, Florida 34609 352.597.2707 Suncoast Spring Hill Office 14302 Spring Hill Drive Spring Hill, Florida 34609 352.797.6700 Jefferson County Monticello Office 800 South Jefferson Street Monticello, Florida 32344 850.671.0589 Leon County Apalachee Parkway Office 1801 Apalachee Parkway Tallahassee, Florida 32301 850.671.0579 Apalachee Parkway East Office 3513 Apalachee Parkway Tallahassee, Florida 32311 850.942.3100 Bradfordville Office 6691 Thomasville Road Tallahassee, Florida 32312 850.906.5760 Capital Circle Northwest Office 1456 Capital Circle, Northwest Tallahassee, Florida 32303 850.575.1705 Centerville Road Office 2375 Centerville Road Tallahassee, Florida 32308 850.671.0665 Governor’s Square Mall Office Governor’s Square Mall 1500 Apalachee Parkway Tallahassee, Florida 32301 850.671.0640 Lake Jackson Office 3815 North Monroe Street Tallahassee, Florida 32303 850.671.0643 Mahan Office 3255 Mahan Drive Tallahassee, Florida 32308 850.671.0384 Main Office 217 North Monroe Street Tallahassee, Florida 32301 850.671.0300 Metropolitan Office 1301 Metropolitan Boulevard Tallahassee, Florida 32308 850.671.0583 North Monroe Office 2111 North Monroe Street Tallahassee, Florida 32303 850.671.0655 annual report locations South Monroe Office 3404 South Monroe Street Tallahassee, Florida 32301 850.671.0625 Tharpe Street Office 1108 West Tharpe Street Tallahassee, Florida 32303 850.671.0428 Thomasville Road Office 3528 Thomasville Road Tallahassee, Florida 32308 850.671.0650 West Tennessee Street Office 1828 West Tennessee Street Tallahassee, Florida 32304 850.671.0430 Westwood Office 2020 West Pensacola Street Tallahassee, Florida 32304 850.671.0445 Levy County Bronson Office 140 East Hathaway Bronson, Florida 32621 352.486.2103 Cedar Key Office 390 2nd Street Cedar Key, Florida 32625 352.543.5174 Chiefland Office 2012 North Young Boulevard Chiefland, Florida 32626 352.493.2571 Inglis Office 95 West Highway 40 Inglis, Florida 34449 352.447.2231 Williston Office 144 East Noble Avenue Williston, Florida 32696 352.528.5389 Madison County Madison Office 603 West Base Street Madison, Florida 32340 850.973.4161 Pasco County Port Richey Office 10290 Regency Park Boulevard Port Richey, Florida 34668 727.842.8467 Putnam County Palatka Office 200 Reid Street Palatka, Florida 32177 386.329.1150 Palatka West Office 4120 Crill Avenue Palatka, Florida 32177 386.329.1155 CCBG 2 0 0 5 65 2111 North Monroe Street Tallahassee, Florida 32303 850.671.0419 615 Liberty Street Waynesboro, Georgia 30830 706.437.2006 410 West 10th Street West Point, Georgia 31833 706.645.6262 Capital City Services Company 1860 Capital Circle, Northeast Tallahassee, Florida 32308 850.671.0300 Capital City Trust Company 217 North Monroe Street Tallahassee, Florida 32301 850.671.0315 455 Walnut Street Macon, Georgia 31201 478.749.6701 14302 Spring Hill Drive Spring Hill, Florida 34609 352.797.6704 4 East Washington Street Quincy, Florida 32351 850.875.1000 CCBG 2 0 0 5 locations St. Johns County Hastings Office 207 North Main Street Hastings, FLorida 32145 904.692.1221 Suwannee County Branford Office 814 Suwannee Avenue Branford, Florida 32008 386.935.1112 Taylor County Perry Office 115 West Green Street Perry, Florida 32347 850.584.2057 Steinhatchee Mortgage Lending Office 1502 1st Avenue SE, Unit B Steinhatchee, Florida 32359 352.498.4016 Wakulla County Crawfordville Office 2592 Crawfordville Highway Crawfordville, Florida 32327 850.926.6740 Wakulla Mortgage Lending Office 91 Coastal Highway Panacea, Florida 32346 850.984.3461 Washington County Chipley Office 1242 Jackson Avenue Chipley, Florida 32428 850.638.0510 GEORGIA Bibb County Macon Main Office 455 Walnut Street Macon, Georgia 31201 478.749.6701 Macon Mall Office 3535 Mercer University Center Drive Macon, Georgia 31204 478.749.8021 Macon Northside Office 3710 Northside Drive Macon, Georgia 31210 478.749.8071 Burke County Waynesboro Office 615 Liberty Street Waynesboro, Georgia 30830 706.437.2000 Waynesboro Office (Remote) 243 Sixth Street Waynesboro, Georgia 30830 706.437.2017 Grady County Cairo Office 420 North Broad Street Cairo, Georgia 39828 229.377.3002 Cairo Office (Remote) 397 38th Boulevard, Northeast Cairo, Georgia 39828 229.377.3003 Whigham Office 126 East Broad Avenue Whigham, Georgia 39879 229.762.4151 Laurens County Dublin Main 600 Bellevue Avenue Dublin, Georgia 31021 478.272.3100 East Dublin Office 220 Central Drive East Dublin, Georgia 31027 478.272.3100 Westgate Office 1959 Veterans Boulevard Dublin, Georgia 31021 478.272.3100 Thomas County Mortgage Lending Office 2024-D East Pinetree Boulevard Thomasville, Georgia 31792 229.226.1935 Troup County West Point Office 410 West 10th Street West Point, Georgia 31833 706.645.2944 West Point Office (Remote) 110 3rd Avenue West Point, Georgia 31833 706.645.6227 SUBSIDIARIES Capital City Securities, Inc. 420 North Broad Street Cairo, Georgia 39828 229.378.8409 2012 North Young Boulevard Chiefland, Florida 32626 352.490.9004 294 NE 210th Avenue Cross City, Florida 32628 352.498.5442 1500 North U.S. Highway 41 Inverness, Florida 34450 352.726.3673 455 Walnut Street Macon, Georgia 31201 478.749.6735 833 East Winthrope Avenue Millen, Georgia 30442 478.982.2222 200 Reid Street Palatka, Florida 32177 386.312.9904 4 E. Washington Street Quincy, Florida 32351 850.875.5555, Ext. 274 105 West Jefferson Street Starke, Florida 32091 904.964.7056 1801 Apalachee Parkway Tallahassee, Florida 32301 850.671.0505 6691 Thomasville Road Tallahassee, Florida 32312 850.906.5760 1301 Metropolitan Boulevard Tallahassee, Florida 32308 850.671.0505 217 North Monroe Street Tallahassee, Florida 32301 850.671.0450 66 annual report 

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