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investors.ccbg.com
2018
A N N UA L R E P O R T
ANNUAL
SHAREOWNERS’
MEE TING
APRIL 23, 2019 | 10 A.M. E.T.
Augustus B. Turnbull III
Florida State Conference Center
555 W. Pensacola St.
Tallahassee, Florida
About Capital City Bank Group, Inc.
Capital City Bank Group, Inc. (Nasdaq:CCBG) is one of the largest publicly traded financial
holding companies headquartered in Florida and has approximately $3.0 billion in assets.
We provide a full range of banking services, including traditional deposit and credit services,
mortgage banking, asset management, trust, merchant services, bankcards and securities
brokerage services. Our bank subsidiary, Capital City Bank, was founded in 1895 and now has
59 banking offices and 82 ATMs in Florida, Georgia and Alabama.
For more information about Capital City Bank Group,Inc., visit www.ccbg.com.
Dear
SHAREOWNERS
2018 was another solid year producing
marked improvement in our financial
performance. Our sights remain fixed
on returning to historical levels of
profitability, and we make significant
headway every year. 2018 was another
big step in the right direction. As I reflect
on the highlights, there are a number of
positive stories to tell.
In 2018, we realized strong earnings growth
resulting from record loan growth, a strong
core deposit franchise, rising rates and the
favorable impact of tax reform. Net interest
income continued to grow, reflecting our asset-
sensitive balance sheet and ability to manage
our cost of funds. We also returned value to our
shareowners by way of a 33% increase in our
dividend and the repurchase of 324,000 shares
of our common stock.
One of the key strengths of the Capital City
franchise is our phenomenal core deposit
base, which stands out among peers. Average
deposit balances have grown for five consecutive
years, and improving economic and business
conditions in our markets fueled record average
loan growth in 2018 of $100 million, or 6.2%.
Rising rates and a favorable shift in our earning
asset mix drove net interest income up 11% and
produced a margin of 3.64%, up 27 basis points
year over year.
Noninterest income declined $0.2 million.
However, implementation of new initiatives
should stabilize – and we believe grow – this
valuable source of revenue. The successful
introduction of a new fee-based checking
platform in May of 2018 made an immediate
impact and will continue to do so as we execute
a new account acquisition strategy in 2019.
Additionally, other initiatives, including a
supply chain finance service and government-
guaranteed small business lending program,
gained traction in 2018 and will contribute in
2019 and beyond.
Our Wealth division had another good year with
fees and assets under management continuing
a three-year growth trend. In February 2018, the
division began a broker-dealer partnership with
LPL Financial, LLC, the largest independent broker-
dealer in the nation. The strength of that relationship
affords our clients access to enhanced planning tools,
investment products and technology that position us
for continued growth in this line of business.
The favorable trend in asset quality continued in
2018 as nonperforming and classified asset levels
declined by 18% and 26%, respectively. Our ratio
of nonperforming assets to total assets was 0.31%
as of December 31, 2018 compared to 0.38% as of
December 31, 2017, and loan losses remained low at
12 basis points of average loans.
In 2019, technology and our office network will
remain under continuous examination as we seek
to enhance our operating efficiency. The loan
production office model introduced in 2018 brings
higher income potential at a lower cost than a
standard office and may afford new opportunities
for market expansion. Right-sizing the office network
will be a recurring theme, as will identifying locations
where additional technology can enhance the client
experience, leverage service scalability and set
Capital City Bank apart.
Efficiency and expense reduction will remain top of
mind in 2019, but after a decade of unrelenting focus,
expense reduction – while still valuable – will be less
significant. For this reason, revenue growth will be
the key to lowering our efficiency ratio. This will be
our most important play.
Since emerging from the economic downturn,
returning to historic levels of profitability has been
our primary goal. In the early years, every move was
about positioning for the future – setting strategy and
We’ve set ambitious
goals for ourselves for
2019, but we have good
field position, and I am
confident we’re executing
the right plays.
shoring up a foundation to build upon. During
the transitional years, the plays were discipline,
perseverance and patience.
As internal initiatives gain traction and yield
meaningful results, we have made significant
progress toward higher returns and greater
efficiency. We are now back on offense, emboldened
by past success and optimistic about the future.
We’ve set ambitious goals for ourselves for 2019,
but we have good field position, and I am confident
we’re executing the right plays. We remain
committed to strategies that improve our operating
leverage, support a return to historic levels of
profitability and enhance long-term shareowner
value. Hard work and hustle brought us here from
the bottom of the downturn, and the same will carry
us forward.
As always, I welcome your comments and questions.
FINANCIAL HIGHLIGHTS
($ in Thousands, Except Per Share Data)
FO R TH E Y E A R
Net Income
PER CO M MO N S H A R E DATA
2018
2017
2016
$ 26,224(1)
$ 10,863(2)
11,746
Net Income - Basic
Net Income - Diluted
Book Value
K E Y R ATI OS
Return on Average Assets
Return on Average Equity
Net Interest Margin
Total Capital
Tier 1 Leverage
Tangible Capital
BA L A N CE S H EE T DATA
$ 1.54
$ 0.64
$ 0.69
1.54
18.00
0.92%
8.89%
3.64%
0.64
16.65
0.39%
3.83%
3.37%
0.69
16.23
0.43%
4.22%
3.25%
17.13%
17.10%
16.28%
10.89%
10.47%
10.23%
7.58%
7.09%
6.90%
Average Loans
$1,718,348
$1,618,583
$1,542,232
Average Earning Assets
2,561,884
2,502,231
2,432,392
Average Total Assests
2,857,148
2,816,096
2,752,309
Average Non-Interest Bearing Deposits
907,571
832,477
785,689
Average Deposits
2,422,973
2,371,871
2,282,785
Average Shareowners’ Equity
294,864
283,404
278,335
(1) Includes $3.3 million, or $0.19 per diluted share, income tax benefit for 2017 plan year pension contributions made in 2018.
(2) Includes $4.1 million, or $0.24 per diluted share, income tax expense adjustment related to the Tax Cuts and Jobs Act.
BOARD OF DIREC TORS
William G. Smith, Jr.
Chairman, President and
Chief Executive Officer
Capital City Bank Group, Inc.
Serving Since 1982
Thomas A. Barron
President
Capital City Bank
Serving Since 1982
Allan G. Bense
Partner
GAC Contractors
Serving Since 2013
Frederick Carroll, III
Tax Professional
Carroll and Company, CPAs
Serving Since 2003
Stanley W. Connally, Jr.
Executive Vice President,
Operations
Southern Company Services, Inc.
Serving Since 2017
Marshall M. Criser III
Chancellor
State University
System of Florida
Serving Since 2018
J. Everitt Drew
President
SouthGroup Equities, Inc.
Serving Since 2003
Cader B. Cox, III
Chairman and Secretary
Riverview Plantation, Inc.
Serving Since 1994
Eric Grant
President
Municipal Code Corporation
Serving Since 2017
Laura Johnson
Chief Executive Officer
Coton Colors
Serving Since 2017
John G. Sample, Jr.
Certified Public Accountant
Serving Since 2016
SENIOR M ANAGEMENT
William G. Smith, Jr.
Chairman, President
and Chief Executive Officer
40 years of service
Thomas A. Barron
President
44 years of service
J. Kimbrough Davis
Chief Financial Officer
37 years of service
Thomas W. Allen
Residential Mortgage
10 years of service
Clif E. Bradley
Community Banking
41 years of servic
Edward G. Canup
Co-Chief Operating Officer
35 years of service
Bethany H. Corum
Co-Chief Operating Officer
12 years of service
Marsha S. Crowle
Compliance
I year of service
Brooke W. Hallock
Marketing
14 years of service
Randall H. Lashua
Omni Channel Delivery
12 years of service
William L. Moor, Jr.
Wealth Management
31 years of service
Kyle D. Phelps
Corporate and Professional
Banking
11 years of service
B. Randall Sharpton
Internal Audit
39 years of service
Ramsay H. Sims
Metro Banking
8 years of service
Cheryl B. Thompson
Information Technology
14 years of service
Dale A. Thompson
Credit Administration
39 years of service
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
____________________
FORM 10-K
[X]
[ ]
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2018
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to ____________
Florida
(State of Incorporation)
0-13358
(Commission File Number)
59-2273542
(IRS Employer Identification No.)
(Exact name of Registrant as specified in its charter)
217 North Monroe Street, Tallahassee, Florida
(Address of principal executive offices)
32301
(Zip Code)
(850) 402-7821
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Common Stock, $0.01 par value
Name of Each Exchange on Which Registered
The Nasdaq Stock Market LLC
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [ X ]
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes [ ] No [ X ]
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [ X ] No [ ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files). Yes [ X ] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ X ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See definition of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act
Large accelerated filer [ ]
Accelerated filer [ X ]
Non-accelerated filer [ ]
Smaller reporting company [ ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [ X ]
The aggregate market value of the registrant’s common stock, $0.01 par value per share, held by non-affiliates of the registrant on June 30, 2018,
the last business day of the registrant’s most recently completed second fiscal quarter, was approximately $270,798,560 (based on the closing sales
price of the registrant’s common stock on that date). Shares of the registrant’s common stock held by each officer and director and each person
known to the registrant to own 10% or more of the outstanding voting power of the registrant have been excluded in that such persons may be
deemed to be affiliates. This determination of affiliate status is not a determination for other purposes.
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Class
Common Stock, $0.01 par value per share
Outstanding at February 28, 2019
16,807,883
DOCUMENTS INCORPORATED BY REFERENCE
Portions of our Proxy Statement for the Annual Meeting of Shareowners to be held on April 23, 2019, are incorporated by reference in Part III.
CAPITAL CITY BANK GROUP, INC.
ANNUAL REPORT FOR 2018 ON FORM 10-K
TABLE OF CONTENTS
PART I
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
Business
Risk Factors
Unresolved Staff Comments
Properties
Legal Proceedings
Mine Safety Disclosure
PART II
Item 5.
Market for the Registrant’s Common Equity, Related Shareowner Matters, and Issuer Purchases of
Equity Securities
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
Selected Financial Data
Management's Discussion and Analysis of Financial Condition and Results of Operations
Quantitative and Qualitative Disclosure About Market Risk
Financial Statements and Supplementary Data
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Controls and Procedures
Other Information
PART III
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
Directors, Executive Officers, and Corporate Governance
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related Shareowner Matters
Certain Relationships and Related Transactions, and Director Independence
Principal Accountant Fees and Services
PART IV
Item 15.
Item 16.
Exhibits and Financial Statement Schedules
Form 10-K Summary
Signatures
PAGE
4
18
27
27
27
27
27
30
32
60
61
109
109
109
111
111
111
111
111
112
113
114
2
INTRODUCTORY NOTE
This Annual Report on Form 10-K 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,” “vision,” “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.
In addition to those risks discussed in this Annual Report under Item 1A Risk Factors, factors that could cause our actual results
to differ materially from those in the forward-looking statements, include, without limitation:
our ability to successfully manage interest rate risk, liquidity risk, and other risks inherent to our industry;
legislative or regulatory changes;
the effects of security breaches and computer viruses that may affect our computer systems or fraud related to our
debit card products;
the accuracy of our financial statement estimates and assumptions, including the estimates used for our loan loss
reserve and deferred tax asset valuation allowance and pension plan;
changes in accounting principles, policies, practices or guidelines, including the effects of forthcoming CECL
implementation;
the frequency and magnitude of foreclosure of our loans;
the effects of our lack of a diversified loan portfolio, including the risks of geographic and industry concentrations;
the strength of the United States economy in general and the strength of the local economies in which we conduct
operations;
our ability to declare and pay dividends, the payment of which is subject to our capital requirements;
changes in the securities and real estate markets;
changes in monetary and fiscal policies of the U.S. Government;
inflation, interest rate, market and monetary fluctuations;
the effects of harsh weather conditions, including hurricanes, and man-made disasters;
our ability to comply with the extensive laws and regulations to which we are subject, including the laws for each
jurisdiction where we operate;
the willingness of clients to accept third-party products and services rather than our products and services and vice
versa;
increased competition and its effect on pricing;
technological changes;
negative publicity and the impact on our reputation;
changes in consumer spending and saving habits;
growth and profitability of our noninterest income;
the limited trading activity of our common stock;
the concentration of ownership of our common stock;
anti-takeover provisions under federal and state law as well as our Articles of Incorporation and our Bylaws;
other risks described from time to time in our filings with the Securities and Exchange Commission; and
our ability to manage the risks involved in the foregoing.
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.
3
PART I
Item 1.
Business
General
About Us
Capital City Bank Group, Inc. (“CCBG”) is a financial holding company headquartered in Tallahassee, Florida. CCBG was
incorporated under Florida law on December 13, 1982, to acquire five national banks and one state bank that all subsequently
became part of CCBG’s bank subsidiary, Capital City Bank (“CCB” or the “Bank”). The Bank commenced operations in 1895. In
this report, the terms “Company,” “we,” “us,” or “our” mean CCBG and all subsidiaries included in our consolidated financial
statements.
We provide traditional deposit and credit services, asset management, trust, mortgage banking, merchant services, bank cards,
data processing, and securities brokerage services through 59 banking offices in Florida, Georgia, and Alabama operated by CCB.
The majority of our revenue, approximately 88%, is derived from our Florida market areas while approximately 11% and 1% of
our revenue is derived from our Georgia and Alabama market areas, respectively.
Below is a summary of our financial condition and results of operations for the past three years. Our financial condition and
results of operations are more fully discussed in our management discussion and analysis on page 32 and our consolidated
financial statements on page 64.
Dollars in millions
Year Ended
December 31,
2018
2017
2016
Assets
$2,959.2
$2,898.8
$2,845.2
Deposits
$2,531.9
$2,469.9
$2,412.3
Shareowners’
Equity
$302.6
$284.2
$275.2
Revenue(1)
$151.0
$138.7
$134.8
Net Income
$26.2
$10.9
$11.7
(1)Revenue represents interest income plus noninterest income
Dividends and management fees received from the Bank are CCBG’s primary source of income. Dividend payments by the Bank
to CCBG depend on the capitalization, earnings and projected growth of the Bank, and are limited by various regulatory
restrictions, including compliance with a minimum Common Equity Tier 1 Capital conservation buffer. See the section entitled
“Regulatory Matters” in this Item 1 and Note 14 in the Notes to Consolidated Financial Statements for a discussion of the
restrictions.
We had a total of 819 associates at March 1, 2019. Item 6 contains other financial and statistical information about us.
Subsidiaries of CCBG
CCBG’s principal asset is the capital stock of CCB, our wholly owned banking subsidiary, which accounted for nearly 100% of
consolidated assets at December 31, 2018, and approximately 100% of consolidated net income for the year ended December 31,
2018. In addition to our banking subsidiary, CCB has two primary subsidiaries, which are wholly owned, Capital City Trust
Company and Capital City Investments, Inc. The nature of these subsidiaries is provided below.
Operating Segment
We have one reportable segment with three principal services: Banking Services (CCB), Trust and Asset Management Services
(Capital City Trust Company), and Brokerage Services (Capital City Investments, Inc.). Revenues from each of these principal
services for the year ended 2018 totaled approximately 95.6%, 3.8%, and 2.5% of our total revenue, respectively. In 2017 and
2016, Banking Services (CCB) revenue was approximately 93.6% and 93.7% of our total revenue for each respective year.
Capital City Bank
CCB is a Florida-chartered full-service bank engaged in the commercial and retail banking business. Significant services offered
by CCB include:
4
Business Banking – We provide banking services to corporations and other business clients. Credit products are available
for a wide variety of general business purposes, including financing for commercial business properties, equipment,
inventories and accounts receivable, as well as commercial leasing and letters of credit. We also provide treasury
management services, and, through a marketing alliance with Elavon, Inc., merchant credit card transaction processing
services.
Commercial Real Estate Lending – We provide a wide range of products to meet the financing needs of commercial
developers and investors, residential builders and developers, and community development. Credit products are available
to purchase land and build structures for business use and for investors who are developing residential or commercial
property.
Residential Real Estate Lending – We provide products to help meet the home financing needs of consumers, including
conventional permanent and construction/ permanent (fixed, adjustable, or variable rate) financing arrangements, and
FHA/VA loan products. We offer both fixed-rate and adjustable-rate residential mortgage (ARM) loans. A portion of our
loans originated are sold into the secondary market. We offer these products through our existing network of banking
offices. We do not originate subprime residential real estate loans.
Retail Credit – We provide a full-range of loan products to meet the needs of consumers, including personal loans,
automobile loans, boat/RV loans, home equity loans, and through a marketing alliance with ELAN, we offer credit card
programs.
Institutional Banking – We provide banking services to meet the needs of state and local governments, public schools
and colleges, charities, membership and not-for-profit associations including customized checking and savings accounts,
cash management systems, tax-exempt loans, lines of credit, and term loans.
Retail Banking – We provide a full-range of consumer banking services, including checking accounts, savings programs,
automated teller machines (ITMs/ATMs), debit/credit cards, night deposit services, safe deposit facilities, online
banking, and mobile banking.
Capital City Trust Company
Capital City Trust Company (the “Trust Company”). The Trust Company provides asset management for individuals through
agency, personal trust, IRA, and personal investment management accounts. Associations, endowments, and other nonprofit
entities hire the Trust Company to manage their investment portfolios. Additionally, a staff of well-trained professionals serves
individuals requiring the services of a trustee, personal representative, or a guardian. The market value of trust assets under
discretionary management exceeded $760.2 million at December 31, 2018, with total assets under administration exceeding
$831.2 million.
Capital City Investments, Inc.
We offer our customers access to retail investment products through LPL Financial pursuant to which retail investment products
would be offered through LPL. LPL offers a full line of retail securities products, including U.S. Government bonds, tax-free
municipal bonds, stocks, mutual funds, unit investment trusts, annuities, life insurance and long-term health care. Non-deposit
investment and insurance products are: (i) not FDIC insured; (ii) not deposits, obligations, or guarantees by any bank; and (iii)
subject to investment risk, including the possible loss of principal amount invested. We are not an affiliate of LPL Financial.
Underwriting Standards
One of our core goals is to support the communities in which we operate. We seek loans from within our primary market area,
which is defined as the counties in which our banking offices are located. We will also originate loans within our secondary
market area, defined as counties adjacent to those in which we have banking offices. There may also be occasions when we will
have opportunities to make loans that are out of both the primary and secondary market areas, including participation loans.
These loans are generally only approved if the applicant is known to us, underwriting is consistent with our criteria, and the
applicant’s primary business is in or near our primary or secondary market area. Approval of all loans is subject to our policies
and standards described in more detail below.
We have adopted comprehensive lending policies, underwriting standards and loan review procedures. Management and our
Board of Directors reviews and approves these policies and procedures on a regular basis (at least annually).
5 Management has also implemented reporting systems designed to monitor loan originations, loan quality, concentrations of
credit, loan delinquencies, nonperforming loans, and potential problem loans. Our management and the Credit Risk Oversight
Committee periodically review our lines of business to monitor asset quality trends and the appropriateness of credit policies. In
addition, total borrower exposure limits are established and concentration risk is monitored. As part of this process, the overall
composition of the portfolio is reviewed to gauge diversification of risk, client concentrations, industry group, loan type,
geographic area, or other relevant classifications of loans. Specific segments of the portfolio are monitored and reported to our
Board on a quarterly basis and we have strategic plans in place to supplement Board approved credit policies governing exposure
limits and underwriting standards. We recognize that exceptions to the below-listed policy guidelines may occasionally occur and
has established procedures for approving exceptions to these policy guidelines.
Residential Real Estate Loans
We originate 1-4 family, owner-occupied residential real estate loans in its Residential Real Estate line of business. Our policy is
to underwrite these loans in accordance with secondary market guidelines in effect at the time of origination, including loan-to-
value (“LTV”) and documentation requirements. We originate fixed-rate, adjustable-rate and variable- rate residential real estate
loans. Over the past five years, the vast majority of residential loan originations have been fixed-rate loans which are sold in the
secondary market on a non-recourse basis with related servicing rights (i.e., we generally do not service sold loans). Adjustable
rate mortgage (“ARM”) loans with an initial fixed interest rate period greater than five years are also sold in the secondary market
on a non-recourse basis.
We also originate certain residential real estate loans throughout our banking office network that are generally not eligible for sale
into the secondary market due to not meeting a specific secondary market underwriting requirement. This includes our variable
rate 3/1 and 5/1 ARM loans which typically have a maximum term of 30 years and maximum LTV of 80%.
Residential real estate loans also include home equity lines of credit (“HELOCs”) and home equity loans. Our home equity
portfolio includes revolving open-ended equity loans with interest-only or minimal monthly principal payments and closed-end
amortizing loans. Open-ended equity loans typically have an interest only 10-year draw period followed by a five year repayment
period of 0.75% of principal balance monthly and balloon payment at maturity. As of December 31, 2018, approximately 66% of
our residential home equity loan portfolio consisted of first mortgages. Interest rates may be fixed or adjustable. Adjustable-rate
loans are tied to the Prime Rate with a typical margin of 1.0% or more.
Commercial Loans
Our policy sets forth guidelines for debt service coverage ratios, LTV ratios and documentation standards. Commercial loans are
primarily made based on identified cash flows of the borrower with consideration given to underlying collateral and personal or
other guarantees. We have established debt service coverage ratio limits that require a borrower’s cash flow to be sufficient to
cover principal and interest payments on all new and existing debt. The majority of our commercial loans are secured by the
assets being financed or other business assets such as accounts receivable or inventory. Many of the loans in the commercial
portfolio have variable interest rates tied to the Prime Rate or U.S. Treasury indices.
Commercial Real Estate Loans
We have adopted guidelines for debt service coverage ratios, LTV ratios and documentation standards for commercial real estate
loans. These loans are primarily made based on identified cash flows of the borrower with consideration given to underlying real
estate collateral and personal guarantees. Our policy establishes a maximum LTV specific to property type and minimum debt
service coverage ratio limits that require a borrower’s cash flow to be sufficient to cover principal and interest payments on all
new and existing debt. Commercial real estate loans may be fixed or variable-rate loans with interest rates tied to the Prime Rate
or U.S. Treasury indices. We require appraisals for loans in excess of $250,000 that are secured by real property.
Consumer Loans
Our consumer loan portfolio includes personal installment loans, direct and indirect automobile financing, and overdraft lines of
credit. The majority of the consumer loan portfolio consists of indirect and direct automobile loans. The majority of our consumer
loans are short-term and have fixed rates of interest that are priced based on current market interest rates and the financial
strength of the borrower. Our policy establishes maximum debt-to-income ratios, minimum credit scores, and includes guidelines
for verification of applicants’ income and receipt of credit reports.
6
Lending Limits and Extensions of Additional Credit
We have established an internal lending limit of $10 million for the total aggregate amount of credit that will be extended to a
client and any related entities within our Board approved policies. This compares to our legal lending limit of approximately $86
million.
Loan Modification and Restructuring
In the normal course of business, we receive requests from our clients to renew, extend, refinance, or otherwise modify their
current loan obligations. In most cases, this may be the result of a balloon maturity that is common in most commercial loan
agreements, a request to refinance to obtain current market rates of interest, competitive reasons, or the conversion of a
construction loan to a permanent financing structure at the completion or stabilization of the property. In these cases, the request
is held to the normal underwriting standards and pricing strategies as any other loan request, whether new or renewal.
In other cases, we may modify a loan because of a reduction in debt service capacity experienced by the client (i.e., a potentially
troubled loan whereby the client may be experiencing financial difficulties). To maximize the collection of loan balances, we
evaluate troubled loans on a case-by-case basis to determine if a loan modification would be appropriate. We pursue loan
modifications when there is a reasonable chance that an appropriate modification would allow our client to continue servicing the
debt.
Expansion of Business
Our philosophy is to build long-term client relationships based on quality service, high ethical standards, and safe and sound
banking practices. We maintain 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 with a dedicated President for each market, and community 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.
We have sought to build a franchise in small-to medium-sized, less competitive markets, located on the outskirts of the larger
metropolitan markets where we are positioned as a market leader. Many of our markets are on the outskirts of these larger
markets in close proximity to major interstate thoroughfares such as Interstates I-10 and I-75. Our three largest markets are
Tallahassee (Leon County, Florida), Gainesville (Alachua County, Florida), and Macon (Bibb County, Georgia). In 13 of 18
markets in Florida and two of four markets in Georgia, we rank within the top four banks in terms of market share. Furthermore,
in the counties in which we operate, we maintain a 8.30% market share in the Florida counties and 5.11% in the Georgia counties,
suggesting that there is significant opportunity to grow market share within these geographic areas. The larger employers in
many of our markets are state and local governments, healthcare providers, educational institutions, and small businesses. While
we realize that the markets in our footprint do not provide for a level of potential growth that the larger metropolitan markets may
provide, our markets do provide good growth dynamics and have historically grown in excess of the national average The value
of these markets stems from the fact they are stable and less competitive, secondary markets. We strive to provide value added
services to our clients by being not just their bank, but their banker. This element of our strategy distinguishes Capital City Bank
from our competitors.
Our long-term vision remains to profitably expand our franchise through a combination of organic growth in existing markets and
acquisitions. We have long understood that our core deposit funding base is a predominant driver of our profitability and overall
franchise value, and have focused extensively on this component of our organic growth efforts in recent years. While we have not
been an active acquirer of banks since 2005, this component of our strategy is still in place. When evaluating potential acquisition
opportunities, we will continue to weigh the value of organic growth initiatives versus potential acquisition returns and pursue the
strategies that we believe provide the best overall return to our shareowners.
7 Potential acquisition opportunities will continue to be focused on Florida, Georgia, and Alabama with a particular focus on
financial institutions located on the outskirts of larger, metropolitan areas. Five markets have been identified, four in Florida and
one in Georgia, in which management intends to proactively pursue expansion opportunities. These markets include Alachua,
Marion, Hernando/Pasco counties in Florida, the western panhandle of Florida, and Bibb and surrounding counties in central
Georgia. Our focus on some of these markets may change as we continue to evaluate our strategy and the economic conditions
and demographics of any individual market. We will also 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, mortgage banking, and other financial businesses that are closely aligned with the business of banking.
Embedded in our acquisition strategy is our desire to partner with institutions that are culturally similar, have experienced
management and possess either established market presence or have potential for improved profitability through growth,
economies of scale, or expanded services. Generally, these target institutions will range in asset size from $100 million to $500
million.
Competition
We operate in a highly competitive environment, especially with respect to services and pricing, that has undergone significant
changes since the recent financial crisis. Since January 1, 2009, over 500 financial institutions have failed in the U.S., including
85 in Georgia and 70 in Florida. Nearly all of the failed banks were community banks. The assets and deposits of many of these
failed community banks were acquired mostly by larger financial institutions. The banking industry has also experienced
significant consolidation through mergers and acquisition, which we expect will continue during 2019. However, we believe that
the larger financial institutions acquiring banks in our market areas are less familiar with the markets in which we operate and
typically target a different client base. We also believe clients who bank at community banks tend to prefer the relationship style
service of community banks compared to larger banks.
As a result, we expect to be able to effectively compete in our markets with larger financial institutions through providing
superior customer service and leveraging our knowledge and experience in providing banking products and services in our market
areas. Thus, a further reduction of the number of community banks could continue to enhance our competitive position and
opportunities in many of our markets. However, larger financial institutions can benefit from economies of scale, so these larger
institutions may be able to offer banking products and services at more competitive price. Additionally, these larger financial
institutions may offer financial products that we do not offer.
We may also begin to see competition from new banks that are being formed. In late 2016, the first de novo bank charter since the
downturn was approved for a Florida-based bank and three additional Florida charters were approved in 2018. While the number
of new bank formations has not returned to pre-downturn levels, increased de novo bank applications could signal additional
competition from new community banks.
Our primary market area consists of 18 counties in Florida, four counties in Georgia, and one county in Alabama. In these
markets, we compete against a wide range of banking and nonbanking institutions including banks, savings and loan associations,
credit unions, money market funds, mutual fund advisory companies, mortgage banking companies, investment banking
companies, finance companies and other types of financial institutions. Most of Florida’s major banking concerns have a presence
in Leon County, where our main office is located. Our Leon County deposits totaled $983 million, or 39% of our consolidated
deposits at December 31, 2018.
8 The table below depicts our market share percentage within each county, based on commercial bank deposits within the county.
County
Florida
Alachua
Bradford
Citrus
Clay
Dixie
Gadsden
Gilchrist
Gulf
Hernando
Jefferson
Leon
Levy
Madison
Putnam
St. Johns
Suwannee
Taylor
Wakulla
Washington
Georgia
Bibb
Grady
Laurens
Troup
Alabama
Chambers
(1) Obtained from the FDIC Summary of Deposits Report for the year indicated.
Market Share as of June 30,(1)
2017
2018
2016
4.7%
41.9%
3.4%
2.1%
20.8%
79.6%
46.3%
14.8%
2.5%
19.7%
12.8%
26.8%
13.6%
22.0%
0.8%
7.4%
23.5%
8.9%
12.0%
2.9%
14.2%
8.6%
5.5%
4.9%
42.5%
3.5%
2.2%
22.1%
78.9%
44.4%
16.4%
2.3%
21.9%
12.5%
28.3%
14.9%
20.8%
0.7%
7.8%
19.7%
14.2%
14.1%
3.2%
13.7%
9.3%
5.9%
4.9%
46.1%
3.5%
1.9%
15.2%
77.7%
46.8%
15.5%
2.1%
22.5%
13.9%
29.2%
14.2%
21.3%
0.8%
7.6%
18.0%
14.5%
14.2%
3.2%
13.4%
9.3%
5.4%
9.2%
9.1%
9.2%
9 The following table sets forth the number of commercial banks and offices, including our offices and our competitor's offices,
within each of the respective counties.
County
Florida
Alachua
Bradford
Citrus
Clay
Dixie
Gadsden
Gilchrist
Gulf
Hernando
Jefferson
Leon
Levy
Madison
Putnam
St. Johns
Suwannee
Taylor
Wakulla
Washington
Georgia
Bibb
Grady
Laurens
Troup
Alabama
Chambers
Number of
Commercial
Banks
Number of
Commercial
Bank Offices
18
3
12
12
3
2
4
3
13
2
18
2
3
5
19
5
3
4
6
13
5
10
11
6
63
3
39
28
4
3
6
4
34
2
76
11
3
10
62
8
4
4
6
39
7
19
20
8
Data obtained from the FDIC June 30, 2018 Summary of Deposits Report.
Seasonality
We believe our commercial banking operations are not generally seasonal in nature; however, public deposits tend to increase
with tax collections in the fourth and first quarters of each year and decline as a result of governmental spending thereafter.
10 Regulatory Considerations
We must comply with state and federal banking laws and regulations that control virtually all aspects of our operations. These
laws and regulations generally aim to protect our depositors, not necessarily our shareowners or our creditors. Any changes in
applicable laws or regulations may materially affect our business and prospects. Proposed legislative or regulatory changes may
also affect our operations. The following description summarizes some of the laws and regulations to which we are subject.
References to applicable statutes and regulations are brief summaries, do not purport to be complete, and are qualified in their
entirety by reference to such statutes and regulations.
Capital City Bank Group, Inc.
We are registered with the Board of Governors of the Federal Reserve as a financial holding company under the Bank Holding
Company Act of 1956. As a result, we are subject to supervisory regulation and examination by the Federal Reserve. The Gramm-
Leach-Bliley Act, the Bank Holding Company Act, and other federal laws subject financial holding companies to particular
restrictions on the types of activities in which they may engage, and to a range of supervisory requirements and activities,
including regulatory enforcement actions for violations of laws and regulations.
Permitted Activities
The Gramm-Leach-Bliley Act modernized the U.S. banking system by: (i) allowing bank holding companies that qualify as
“financial holding companies,” such as CCBG, to engage in a broad range of financial and related activities; (ii) allowing insurers
and other financial service companies to acquire banks; (iii) removing restrictions that applied to bank holding company
ownership of securities firms and mutual fund advisory companies; and (iv) establishing the overall regulatory scheme applicable
to bank holding companies that also engage in insurance and securities operations. The general effect of the law was to establish a
comprehensive framework to permit affiliations among commercial banks, insurance companies, securities firms, and other
financial service providers. Activities that are financial in nature are broadly defined to include not only banking, insurance, and
securities activities, but also merchant banking and additional activities that the Federal Reserve, in consultation with the
Secretary of the Treasury, determines to be financial in nature, incidental to such financial activities, or complementary activities
that do not pose a substantial risk to the safety and soundness of depository institutions or the financial system generally.
In contrast to financial holding companies, bank holding companies are limited to managing or controlling banks, furnishing
services to or performing services for its subsidiaries, and engaging in other activities that the Federal Reserve determines by
regulation or order to be so closely related to banking or managing or controlling banks as to be a proper incident thereto. In
determining whether a particular activity is permissible, the Federal Reserve must consider whether the performance of such an
activity reasonably can be expected to produce benefits to the public that outweigh possible adverse effects. Possible benefits
include greater convenience, increased competition, and gains in efficiency. Possible adverse effects include undue concentration
of resources, decreased or unfair competition, conflicts of interest, and unsound banking practices. Despite prior approval, the
Federal Reserve may order a bank holding company or its subsidiaries to terminate any activity or to terminate ownership or
control of any subsidiary when the Federal Reserve has reasonable cause to believe that a serious risk to the financial safety,
soundness or stability of any bank subsidiary of that bank holding company may result from such an activity.
Changes in Control
Subject to certain exceptions, the Bank Holding Company Act and the Change in Bank Control Act, together with the applicable
regulations, require Federal Reserve approval (or, depending on the circumstances, no notice of disapproval) prior to any person
or company acquiring “control” of a bank or bank holding company. A conclusive presumption of control exists if an individual
or company acquires the power, directly or indirectly, to direct the management or policies of an insured depository institution or
to vote 25% or more of any class of voting securities of any insured depository institution. A rebuttable presumption of control
exists if a person or company acquires 10% or more but less than 25% of any class of voting securities of an insured depository
institution and either the institution has registered securities under Section 12 of the Securities Exchange Act of 1934, which we
will refer to as the Exchange Act, or no other person will own a greater percentage of that class of voting securities immediately
after the acquisition. Our common stock is registered under Section 12 of the Exchange Act.
The Federal Reserve Board maintains a policy statement on minority equity investments in banks and bank holding companies,
that generally permits investors to (i) acquire up to 33% of the total equity of a target bank or bank holding company, subject to
certain conditions, including (but not limited to) that the investing firm does not acquire 15% or more of any class of voting
securities, and (ii) designate at least one director, without triggering the various regulatory requirements associated with control.
11 As a financial holding company, we are required to obtain prior approval from the Federal Reserve before (i) acquiring all or
substantially all of the assets of a bank or bank holding company, (ii) acquiring direct or indirect ownership or control of more
than 5% of the outstanding voting stock of any bank or bank holding company (unless we own a majority of such bank’s voting
shares), or (iii) merging or consolidating with any other bank or bank holding company. In determining whether to approve a
proposed bank acquisition, federal bank regulators will consider, among other factors, the effect of the acquisition on competition,
the public benefits expected to be received from the acquisition, the projected capital ratios and levels on a post-acquisition basis,
and the acquiring institution’s record of addressing the credit needs of the communities it serves, including the needs of low and
moderate income neighborhoods, consistent with the safe and sound operation of the bank, under the Community Reinvestment
Act of 1977.
Under Florida law, a person or entity proposing to directly or indirectly acquire control of a Florida bank must also obtain
permission from the Florida Office of Financial Regulation. Florida statutes define “control” as either (i) indirectly or directly
owning, controlling or having power to vote 25% or more of the voting securities of a bank; (ii) controlling the election of a
majority of directors of a bank; (iii) owning, controlling, or having power to vote 10% or more of the voting securities as well as
directly or indirectly exercising a controlling influence over management or policies of a bank; or (iv) as determined by the
Florida Office of Financial Regulation. These requirements will affect us because CCB is chartered under Florida law and
changes in control of CCBG are indirect changes in control of CCB.
Tying
Financial holding companies and their affiliates are prohibited from tying the provision of certain services, such as extending
credit, to other services or products offered by the holding company or its affiliates, such as deposit products.
Capital; Dividends; Source of Strength
The Federal Reserve imposes certain capital requirements on financial holding companies under the Bank Holding Company Act,
including a minimum leverage ratio and a minimum ratio of “qualifying” capital to risk-weighted assets. These requirements are
described below under “Capital Regulations.” Subject to its capital requirements and certain other restrictions, we are generally
able to borrow money to make a capital contribution to CCB, and such loans may be repaid from dividends paid from CCB to us.
We are also able to raise capital for contributions to CCB by issuing securities without having to receive regulatory approval,
subject to compliance with federal and state securities laws.
In accordance with Federal Reserve policy, which has been codified by the Dodd-Frank Act, we are expected to act as a source of
financial strength to CCB and to commit resources to support CCB in circumstances in which we might not otherwise do so. In
furtherance of this policy, the Federal Reserve may require a financial holding company to terminate any activity or relinquish
control of a nonbank subsidiary (other than a nonbank subsidiary of a bank) upon the Federal Reserve’s determination that such
activity or control constitutes a serious risk to the financial soundness or stability of any subsidiary depository institution of the
financial holding company. Further, federal bank regulatory authorities have additional discretion to require a financial holding
company to divest itself of any bank or nonbank subsidiary if the agency determines that divestiture may aid the depository
institution’s financial condition.
Capital City Bank
Capital City Bank is a state-chartered commercial banking institution that is chartered by and headquartered in the State of
Florida, and is subject to supervision and regulation by the Florida Office of Financial Regulation. The Florida Office of Financial
Regulation supervises and regulates all areas of our operations including, without limitation, the making of loans, the issuance of
securities, the conduct of our corporate affairs, the satisfaction of capital adequacy requirements, the payment of dividends, and
the establishment or closing of banking centers. We are also a member bank of the Federal Reserve System, which makes our
operations subject to broad federal regulation and oversight by the Federal Reserve. In addition, our deposit accounts are insured
by the FDIC up to the maximum extent permitted by law, and the FDIC has certain enforcement powers over us.
As a state-chartered bank in the State of Florida, we are empowered by statute, subject to the limitations contained in those
statutes, to take and pay interest on, savings and time deposits, to accept demand deposits, to make loans on residential and other
real estate, to make consumer and commercial loans, to invest, with certain limitations, in equity securities and in debt obligations
of banks and corporations and to provide various other banking services for the benefit of our clients. Various consumer laws and
regulations also affect our operations, including state usury laws, laws relating to fiduciaries, consumer credit and equal credit
opportunity laws, and fair credit reporting. In addition, the Federal Deposit Insurance Corporation Improvement Act of 1991
(“FDICIA”) prohibits insured state chartered institutions from conducting activities as principal that are not permitted for national
banks. A bank, however, may engage in an otherwise prohibited activity if it meets its minimum capital requirements and the
FDIC determines that the activity does not present a significant risk to the Deposit Insurance Fund.
12 Reserves
The Federal Reserve requires all depository institutions to maintain reserves against transaction accounts (noninterest bearing and
NOW checking accounts). The balances maintained to meet the reserve requirements imposed by the Federal Reserve may be
used to satisfy liquidity requirements. An institution may borrow from the Federal Reserve Bank “discount window” as a
secondary source of funds, provided that the institution meets the Federal Reserve Bank’s credit standards.
Dividends
CCB is subject to legal limitations on the frequency and amount of dividends that can be paid to CCBG. The Federal Reserve may
restrict the ability of CCB to pay dividends if such payments would constitute an unsafe or unsound banking practice.
Additionally, as of January 1, 2019, financial institutions are being required to maintain a capital conservation buffer of at least
2.5% of risk-weighted assets in order to avoid restrictions on capital distributions and other payments. If a financial institution’s
capital conservation buffer falls below the minimum requirement, its maximum payout amount for capital distributions and
discretionary payments declines to a set percentage of eligible retained income based on the size of the buffer. See “Capital
Regulations,” below for additional details on this new capital requirement.
In addition, Florida law and Federal regulation also places restrictions on the declaration of dividends from state chartered banks
to their holding companies. Pursuant to the Florida Financial Institutions Code, the board of directors of state-chartered banks,
after charging off bad debts, depreciation and other worthless assets, if any, and making provisions for reasonably anticipated
future losses on loans and other assets, may quarterly, semi-annually or annually declare a dividend of up to the aggregate net
profits of that period combined with the bank’s retained net profits for the preceding two years and, with the approval of the
Florida Office of Financial Regulation and Federal Reserve, declare a dividend from retained net profits which accrued prior to
the preceding two years. Before declaring such dividends, 20% of the net profits for the preceding period as is covered by the
dividend must be transferred to the surplus fund of the bank until this fund becomes equal to the amount of the bank’s common
stock then issued and outstanding. A state-chartered bank may not declare any dividend if (i) its net income (loss) from the
current year combined with the retained net income (loss) for the preceding two years aggregates a loss or (ii) the payment of
such dividend would cause the capital account of the bank to fall below the minimum amount required by law, regulation, order
or any written agreement with the Florida Office of Financial Regulation or a federal regulatory agency.
Insurance of Accounts and Other Assessments
Our deposit accounts are currently insured by the Deposit Insurance Fund generally up to a maximum of $250,000 per separately
insured depositor. We pay deposit insurance assessments to the Deposit Insurance Fund, which are determined through a risk-
based assessment system.
Under the current system, deposit insurance assessments are based on a bank’s assessment base, which is defined as average total
assets minus average tangible equity. The FDIC assigns an institution to one of two categories based on asset size. We fall into
the Established Small Institution category. This category has three sub categories based on supervisory ratings (its “CAMELS
ratings”) designed to measure risk. In determining the applicable assessment rate, the initial base assessment is determined based
on the risk-based sub category into which the bank falls. The applicable sub category is determined based on the institution’s most
recent supervisory and capital evaluations. The total base assessment rate is then determined by adjusting the initial base
assessment rate by an unsecured debt adjustment and brokered deposit adjustment, if applicable, and the deposit insurance
assessment is calculated by multiplying the bank’s assessment base by the total base assessment rate.
In addition, all FDIC-insured institutions are required to pay assessments to the FDIC to fund interest payments on bonds issued
by the Financing Corporation, an agency of the federal government established to recapitalize the predecessor to the Savings
Association Insurance Fund. The Financing Corporation assessment rate is adjusted quarterly (currently less than 1 basis points
for the first quarter of 2019) to reflect changes in the assessment base as determined from the quarterly Call Report submissions.
These assessments will continue until the Financing Corporation bonds mature in 2019.
Under the Federal Deposit Insurance Act, or FDIA, the FDIC may terminate deposit insurance upon a finding that the institution
has engaged in unsafe and unsound practices, is in an unsafe or unsound condition to continue operations, or has violated any
applicable law, regulation, rule, order or condition imposed by the FDIC.
13 Transactions With Affiliates
Pursuant to Sections 23A and 23B of the Federal Reserve Act and Regulation W, the authority of CCB to engage in transactions
with related parties or “affiliates” or to make loans to insiders is limited. Loan transactions with an affiliate generally must be
collateralized and certain transactions between CCB and its affiliates, including the sale of assets, the payment of money or the
provision of services, must be on terms and conditions that are substantially the same, or at least as favorable to CCB, as those
prevailing for comparable nonaffiliated transactions. In addition, CCB generally may not purchase securities issued or
underwritten by affiliates.
Loans to executive officers, directors or to any person who directly or indirectly, or acting through or in concert with one or more
persons, owns, controls or has the power to vote more than 10% of any class of voting securities of a bank, which we refer to as
“10% Shareowners,” or to any political or campaign committee the funds or services of which will benefit those executive
officers, directors, or 10% Shareowners or which is controlled by those executive officers, directors or 10% Shareowners, are
subject to Sections 22(g) and 22(h) of the Federal Reserve Act and their corresponding regulations (Regulation O) and Section
13(k) of the Exchange Act relating to the prohibition on personal loans to executives (which exempts financial institutions in
compliance with the insider lending restrictions of Section 22(h) of the Federal Reserve Act). Among other things, these loans
must be made on terms substantially the same as those prevailing on transactions made to unaffiliated individuals and certain
extensions of credit to those persons must first be approved in advance by a disinterested majority of the entire board of directors.
Section 22(h) of the Federal Reserve Act prohibits loans to any of those individuals where the aggregate amount exceeds 15% of
an institution’s unimpaired capital and surplus plus an additional 10% of unimpaired capital and surplus in the case of loans that
are fully secured by readily marketable collateral, or when the aggregate amount on all of the extensions of credit outstanding to
all of these persons would exceed our unimpaired capital and unimpaired surplus. Section 22(g) identifies limited circumstances
in which we are permitted to extend credit to executive officers.
Community Reinvestment Act
The Community Reinvestment Act and its corresponding regulations are intended to encourage banks to help meet the credit
needs of the communities they serve, including low and moderate income neighborhoods, consistent with safe and sound banking
practices. These regulations provide for regulatory assessment of a bank’s record in meeting the credit needs of its market area.
Federal banking agencies are required to publicly disclose each bank’s rating under the Community Reinvestment Act. The
Federal Reserve considers a bank’s Community Reinvestment Act rating when the bank submits an application to establish bank
branches, merge with another bank, or acquire the assets and assume the liabilities of another bank. In the case of a financial
holding company, the Community Reinvestment Act performance record of all banks involved in a merger or acquisition are
reviewed in connection with the application to acquire ownership or control of shares or assets of a bank or to merge with another
bank or bank holding company. An unsatisfactory record can substantially delay or block the transaction. We received a
satisfactory rating on our most recent Community Reinvestment Act assessment.
Capital Regulations
The federal banking regulators have adopted risk-based, capital adequacy guidelines for financial holding companies and their
subsidiary banks based on the Basel III standards, which became effective January 1, 2015 for community banks. Under these
guidelines, assets and off-balance sheet items are assigned to specific risk categories each with designated risk weightings. The
new risk-based capital guidelines are designed to make regulatory capital requirements more sensitive to differences in risk
profiles of banks and bank holding companies, to account for off-balance sheet exposure, to minimize disincentives for holding
liquid assets, and to achieve greater consistency in evaluating the capital adequacy of major banks throughout the world. The
resulting capital ratios include ratios that represent capital as a percentage of total risk-weighted assets and off-balance sheet
items.
In computing total risk-weighted assets, bank and bank holding company assets are assigned risk-weights of 0%, 20%, 50%,
100% and 150%. In addition, certain off-balance sheet items are assigned credit conversion factors to convert them to asset
equivalent amounts to which an appropriate risk-weight applied. Most loans are assigned to the 100% risk category, except for
performing first mortgage loans fully secured by 1- to 4-family and certain multi-family residential property, which carry a 50%
risk rating. Most investment securities (including, general obligation claims on states or other political subdivisions of the United
States) are assigned to the 20% category, except for municipal or state revenue bonds, which have a 50% risk-weight, and direct
obligations of the U.S. Treasury or obligations backed by the full faith and credit of the U.S. Government, which have a 0% risk-
weight. In covering off-balance sheet items, direct credit substitutes, including general guarantees and standby letters of credit
backing financial obligations, are assigned a 100% conversion factor. Transaction-related contingencies such as bid bonds,
standby letters of credit backing nonfinancial obligations, and undrawn commitments (including commercial credit lines with an
initial maturity of more than one year) have a 50% conversion factor. Short-term commercial letters of credit are converted at
20% and certain short-term unconditionally cancelable commitments have a 0% factor.
14 Under the final rules, minimum requirements increased for both the quality and quantity of capital held by banking organizations.
In this respect, the final rules implement strict eligibility criteria for regulatory capital instruments and improved the methodology
for calculating risk-weighted assets to enhance risk sensitivity. Consistent with the international Basel III framework, the rules
include a new minimum ratio of Common Equity Tier 1 Capital to Risk-Weighted Assets of 4.5% and a Common Equity Tier 1
Capital conservation buffer of 2.5% of risk-weighted assets. The rules also raise the minimum ratio of Tier 1 Capital to Risk-
Weighted Assets from 4% to 6% and include a minimum leverage ratio of 4% for all banking organizations. The implementation
of the capital conservation buffer began on January 1, 2016 at the 0.625% level and increased by 0.625% each of the next three
years until January 1, 2019, when the full 2.5% capital conversion buffer was fully phased in. If a financial institution’s capital
conservation buffer falls below the minimum, capital distributions and discretionary payments could be limited or prohibited.
The types of payments subject to this limitation include dividends, share buybacks, discretionary payments on Tier 1 instruments,
and discretionary bonus payments.
The new capital regulations also impacted the treatment of accumulated other comprehensive income (“AOCI”) for regulatory
capital purposes. Under the new rules, AOCI generally flows through to regulatory capital, however, community banks and their
holding companies were permitted to make a one-time irrevocable opt-out election to continue to treat AOCI the same as under
the old regulations for regulatory capital purposes. We elected to opt-out in 2015. Additionally, community banks with less than
$15 billion in total assets could continue to count certain non-qualifying capital instruments issued prior to May 19, 2010 as Tier
1 capital, including trust preferred securities and cumulative perpetual preferred stock (subject to a limit of 25% of Tier 1 capital).
However, non-qualifying capital instruments issued on or after May 19, 2010 do not qualify for Tier 1 capital treatment.
Federal law and regulations also establish a capital-based regulatory scheme designed to promote early intervention for troubled
banks and require the FDIC to choose the least expensive resolution of bank failures. The capital-based regulatory framework
contains five categories of compliance with regulatory capital requirements, including “well capitalized,” “adequately
capitalized,” “undercapitalized,” “significantly undercapitalized,” and “critically undercapitalized.” To qualify as a “well-
capitalized” institution, a bank must have a leverage ratio of not less than 5%, a Tier 1 Common Equity ratio of not less than
6.5%, a Tier 1 Capital ratio of not less than 8%, a total risk-based capital ratio of not less than 10%, and the bank must not be
under any order or directive from the appropriate regulatory agency to meet and maintain a specific capital level.
A bank regulatory agency can treat an institution as if it were in the next lower category if the agency determines that the
institution is operating in an unsafe or unsound condition or is engaging in an unsafe or unsound practice. The degree of
regulatory scrutiny of a financial institution will increase, and the permissible activities of the institution will decrease, as it
moves downward through the capital categories. Institutions that fall into one of the three undercapitalized categories may be
required to (i) submit a capital restoration plan; (ii) raise additional capital; (iii) restrict their growth, deposit interest rates, and
other activities; (iv) improve their management; (v) eliminate management fees; or (vi) divest all or a part of their operations. It
should be noted that the minimum ratios referred to above are merely guidelines and the bank regulators may require higher
capital ratios at their discretion.
At December 31, 2018, we exceeded the requirements to be classified as “well capitalized” and are unaware of any material
violation or alleged violation of these regulations, policies or directives (see table below). Rapid growth, poor loan portfolio
performance, or poor earnings performance, or a combination of these factors, could change our capital position in a relatively
short period of time, making additional capital infusions necessary. The capital ratios can be found in Note 14 in the Notes to the
Consolidated Financial Statements.
Prompt Corrective Action
Immediately upon becoming undercapitalized, a depository institution becomes subject to the provisions of Section 38 of the
Federal Deposit Insurance Act, which: (i) restrict payment of capital distributions and management fees; (ii) require that the
appropriate federal banking agency monitor the condition of the institution and its efforts to restore its capital; (iii) require
submission of a capital restoration plan; (iv) restrict the growth of the institution’s assets; and (v) require prior approval of certain
expansion proposals. The appropriate federal banking agency for an undercapitalized institution also may take any number of
discretionary supervisory actions if the agency determines that any of these actions is necessary to resolve the problems of the
institution at the least possible long-term cost to the deposit insurance fund, subject in certain cases to specified procedures. These
discretionary supervisory actions include: (i) requiring the institution to raise additional capital; (ii) restricting transactions with
affiliates; (iii) requiring divestiture of the institution or the sale of the institution to a willing purchaser; and (iv) any other
supervisory action that the agency deems appropriate. These and additional mandatory and permissive supervisory actions may be
taken with respect to significantly undercapitalized and critically undercapitalized institutions.
15 Interstate Banking and Branching
The Bank Holding Company Act permits adequately capitalized and managed financial and bank holding companies to acquire
banks in any state and state laws prohibiting interstate banking or discriminating against out-of-state banks are generally
preempted. However, states are permitted to adopt a minimum age restriction requiring that target banks located within the state
be in existence for a period of time, up to a maximum of five years, before a bank may be acquired by an out-of-state bank
holding company. Also, the Dodd-Frank Act, added deposit caps, which prohibit acquisitions that would result in the acquiring
company controlling 30% or more of the deposits of insured banks and thrift institutions held in the state in which the target
maintains a branch or 10% or more of the deposits nationwide. States have the authority to waive the 30% deposit cap. State-level
deposit caps are not preempted as long as they do not discriminate against out-of-state institutions, and the federal deposit caps
apply only to initial entry acquisitions.
As a result of the Dodd-Frank Act, national banks and state banks are able to establish branches in any state if that state would
permit the establishment of the branch by a state bank chartered in that state. Florida law permits a state bank to establish a branch
of the bank anywhere in the state. Accordingly, a bank with its headquarters outside the State of Florida may establish branches
anywhere within the state.
Anti-money Laundering
The Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of
2001 (“USA PATRIOT Act”), provides the federal government with additional powers to address terrorist threats through
enhanced domestic security measures, expanded surveillance powers, increased information sharing and broadened anti-money
laundering requirements. By way of amendments to the Bank Secrecy Act (“BSA”), the USA PATRIOT Act puts in place
measures intended to encourage information sharing among bank regulatory and law enforcement agencies. In addition, certain
provisions of the USA PATRIOT Act impose affirmative obligations on a broad range of financial institutions.
The USA PATRIOT Act and the related Federal Reserve regulations require banks to establish anti-money laundering programs
that include, at a minimum:
internal policies, procedures and controls designed to implement and maintain the savings association’s compliance
with all of the requirements of the USA PATRIOT Act, the BSA and related laws and regulations;
systems and procedures for monitoring and reporting of suspicious transactions and activities;
a designated compliance officer;
employee training;
an independent audit function to test the anti-money laundering program;
procedures to verify the identity of each client upon the opening of accounts; and
heightened due diligence policies, procedures and controls applicable to certain foreign accounts and relationships.
Additionally, the USA PATRIOT Act requires each financial institution to develop a customer identification program (“CIP”) as
part of its anti-money laundering program. The key components of the CIP are identification, verification, government list
comparison, notice and record retention. The purpose of the CIP is to enable the financial institution to determine the true identity
and anticipated account activity of each customer. To make this determination, among other things, the financial institution must
collect certain information from customers at the time they enter into the customer relationship with the financial institution. This
information must be verified within a reasonable time through documentary and non-documentary methods. Furthermore, all
customers must be screened against any CIP-related government lists of known or suspected terrorists. On May 11, 2018, the U.S.
Treasury’s Financial Crimes Enforcement Network issued a final rule under the BSA requiring banks to identify and verify the
identity of the natural persons behind their customers that are legal entities – the beneficial owners. We and our affiliates have
adopted policies, procedures and controls designed to comply with the BSA and the USA PATRIOT Act.
Regulatory Enforcement Authority
Federal and state banking laws grant substantial regulatory authority and enforcement powers to federal and state banking
regulators. This authority permits bank regulatory agencies to assess civil money penalties, to issue cease and desist or removal
orders, and to initiate injunctive actions against banking organizations and institution-affiliated parties. In general, these
enforcement actions may be initiated for either violations of laws or regulations or for unsafe or unsound practices. Other actions
or inactions may provide the basis for enforcement action, including misleading or untimely reports filed with regulatory
authorities.
16 Federal Home Loan Bank System
CCB is a member of the Federal Home Loan Bank of Atlanta, which is one of 11 regional Federal Home Loan Banks. Each
FHLB serves as a quasi-reserve bank for its members within its assigned region. It is funded primarily from funds deposited by
member institutions and proceeds from the sale of consolidated obligations of the FHLB system. A FHLB makes loans to
members (i.e., advances) in accordance with policies and procedures established by the board of trustees of the FHLB.
As a member of the FHLB of Atlanta, CCB is required to own capital stock in the FHLB in an amount at least equal to 0.09% (or
9 basis points), which is subject to annual adjustments, of CCB’s total assets at the end of each calendar year (up to a maximum
of $15 million), plus 4.25% of its outstanding advances (borrowings) from the FHLB of Atlanta under the activity-based stock
ownership requirement. As of December 31, 2018, CCB was in compliance with this requirement.
Privacy
Under the Gramm-Leach-Bliley Act, federal banking regulators adopted rules limiting the ability of banks and other financial
institutions to disclose nonpublic information about consumers to nonaffiliated third parties. The rules require disclosure of
privacy policies to consumers and, in some circumstances, allow consumers to prevent disclosure of certain personal information
to nonaffiliated third parties.
Overdraft Fee Regulation
The Electronic Fund Transfer Act prohibits financial institutions from charging consumers fees for paying overdrafts on
automated teller machines (“ATM”) and one-time debit card transactions, unless a consumer consents, or opts in, to the overdraft
service for those type of transactions. If a consumer does not opt in, any ATM transaction or debit that overdraws the consumer’s
account will be denied. Overdrafts on the payment of checks and regular electronic bill payments are not covered by this new
rule. Before opting in, the consumer must be provided a notice that explains the financial institution’s overdraft services,
including the fees associated with the service, and the consumer’s choices. Financial institutions must provide consumers who do
not opt in with the same account terms, conditions and features (including pricing) that they provide to consumers who do opt in.
Consumer Laws and Regulations
CCB is also subject to other federal and state consumer laws and regulations that are designed to protect consumers in
transactions with banks. While the list set forth below is not exhaustive, these laws and regulations include the Truth in Lending
Act, the Truth in Savings Act, the Electronic Fund Transfer Act, the Expedited Funds Availability Act, the Check Clearing for the
21st Century Act, the Fair Credit Reporting Act, the Fair Debt Collection Practices Act, the Equal Credit Opportunity Act, the
Fair Housing Act, the Home Mortgage Disclosure Act, the Fair and Accurate Credit Transactions Act, the Mortgage Disclosure
Improvement Act, and the Real Estate Settlement Procedures Act, among others. These laws and regulations mandate certain
disclosure requirements and regulate the manner in which financial institutions must deal with customers when taking deposits or
making loans to such customers. CCB must comply with the applicable provisions of these consumer protection laws and
regulations as part of its ongoing customer relations.
In addition, the Consumer Financial Protection Bureau issues regulations and standards under these federal consumer protection
laws that affect our consumer businesses. These include regulations setting “ability to repay” standards for residential mortgage
loans and mortgage loan servicing and originator compensation standards, which generally require creditors to make a reasonable,
good faith determination of a consumer’s ability to repay any consumer credit transaction secured by a dwelling (excluding an
open-end credit plan, timeshare plan, reverse mortgage, or temporary loan) and establishes certain protections from liability under
this requirement for loans that meet the requirements of the “qualified mortgage” safe harbor. Also, in 2015, the new TILA-
RESPA Integrated Disclosure (“TRID”) rules for mortgage closings took effect for new loan applications. The new TRID rules
were further amended in 2017. These new rules, including the new required loan forms, have generally increased the time it takes
to approve mortgage loans.
Future Legislative Developments
Various legislative acts are from time to time introduced in Congress and the Florida legislature. This legislation may change
banking statutes and the environment in which our banking subsidiary and we operate in substantial and unpredictable ways. We
cannot determine the ultimate effect that potential legislation, if enacted, or implementing regulations with respect thereto, would
have upon our financial condition or results of operations or that of our banking subsidiary.
17 Current Expected Credit Loss Accounting Standard
In June 2016, the Financial Accounting Standards Board (“FASB”) issued a new current expected credit loss rule (“CECL”)
which will require banks to record, at the time of origination, credit losses expected throughout the life of the asset portfolio on
loans and held-to-maturity securities, compared to the current practice of recording losses when it is probable that a loss event has
occurred. The update also amends the accounting for credit losses on available-for-sale debt securities and financial assets
purchased with credit deterioration. The accounting standard change will be effective for us beginning on January 1, 2020. The
change in accounting standards could result in an increase in our reserve for loan losses and will require us to book loan losses
sooner than under the current requirements. We are taking the necessary steps to be in compliance with the CECL accounting
standard which we expect will become a critical accounting policy.
Effect of Governmental Monetary Policies
The commercial banking business is affected not only by general economic conditions, but also by the monetary policies of the
Federal Reserve. Changes in the discount rate on member bank borrowing, availability of borrowing at the “discount window,”
open market operations, changes in the Fed Funds target interest rate, changes in interest rates payable on member banks’ reserve
accounts, the imposition of changes in reserve requirements against member banks’ deposits and assets of foreign banking centers
and the imposition of and changes in reserve requirements against certain borrowings by banks and their affiliates are some of the
instruments of monetary policy available to the Federal Reserve. These monetary policies are used in varying combinations to
influence overall growth and distributions of bank loans, investments and deposits, which may affect interest rates charged on
loans or paid on deposits. The monetary policies of the Federal Reserve have had a significant effect on the operating results of
commercial banks and are expected to continue to do so in the future. The Federal Reserve’s policies are primarily influenced by
its dual mandate of price stability and full employment, and to a lesser degree by short-term and long-term changes in the
international trade balance and in the fiscal policies of the U.S. Government. Future changes in monetary policy and the effect of
such changes on our business and earnings in the future cannot be predicted.
Income Taxes
We are subject to income taxes at the federal level and subject to state taxation based on the laws of each state in which we
operate. We file a consolidated federal tax return with a fiscal year ending on December 31. On December 22, 2017, the United
States enacted tax reform legislation known as the H.R.1, commonly referred to as the “Tax Cuts and Jobs Act,” resulting in
significant modifications to existing law. We completed the accounting for the effects of the new law during this period. Our
financial statements for the year ended December 31, 2017, reflected certain effects of the new law, which included a reduction in
the corporate tax rate from 35% to 21%, as well as other changes. As a result of the changes to tax laws and tax rates under the
Act, we incurred an increase in income tax expense during the year ended December 31, 2017, due to a write-down of our net
deferred tax asset by $4.1 million in the fourth quarter of 2017 as a result of the reduction to the federal corporate income tax rate.
While the new tax law negatively impacted earnings in the fourth quarter of 2017, the lower corporate tax rate is expected to be a
significant ongoing benefit to us in future periods. Absent future discrete events, we anticipate that our effective tax in future
periods will be approximately 24% due to a lower federal corporate income tax rate.
Website Access to Company’s Reports
Our Internet website is www.ccbg.com. Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on
Form 8-K, including any amendments to those reports filed or furnished pursuant to section 13(a) or 15(d), and reports filed
pursuant to Section 16, 13(d), and 13(g) of the Exchange Act are available free of charge through our website as soon as
reasonably practicable after they are electronically filed with, or furnished to, the Securities and Exchange Commission. The
information on our website is not incorporated by reference into this report.
Item 1A. Risk Factors
An investment in our common stock contains a high degree of risk. You should consider carefully the following risk factors before
deciding whether to invest in our common stock. Our business, including our operating results and financial condition, could be
harmed by any of these risks. Additional risks and uncertainties not currently known to us or that we currently deem to be
immaterial also may materially and adversely affect our business. The trading price of our common stock could decline due to
any of these risks, and you may lose all or part of your investment. In assessing these risks, you should also refer to the other
information contained in our filings with the SEC, including our financial statements and related notes.
18 We may incur losses if we are unable to successfully manage interest rate risk.
Risks Related to Our Business
Our profitability depends to a large extent on Capital City Bank’s net interest income, which is the difference between income on
interest-earning assets, such as loans and investment securities, and expense on interest-bearing liabilities such as deposits and
borrowings. We are unable to predict changes in market interest rates, which are affected by many factors beyond our control,
including inflation, recession, unemployment, federal funds target rate, money supply, domestic and international events and
changes in the United States and other financial markets. Our net interest income may be reduced if: (i) more interest-earning
assets than interest-bearing liabilities reprice or mature during a time when interest rates are declining or (ii) more interest-bearing
liabilities than interest-earning assets reprice or mature during a time when interest rates are rising.
Changes in the difference between short-term and long-term interest rates may also harm our business. We generally use short-
term deposits to fund longer-term assets. When interest rates change, assets and liabilities with shorter terms reprice more quickly
than those with longer terms, which could have a material adverse effect on our net interest margin. If market interest rates rise
rapidly, interest rate adjustment caps may also limit increases in the interest rates on adjustable rate loans, which could further
reduce our net interest income. Additionally, we believe that due to the recent historical low interest rate environment, the effects
of the repeal of Regulation Q, which previously had prohibited the payment of interest on demand deposits by member banks of
the Federal Reserve System, has not been realized. The increased price competition for deposits that may result upon the return to
a historically normal interest rate environment could adversely affect net interest margins of community banks.
Although we continuously monitor interest rates and have a number of tools to manage our interest rate risk exposure, changes in
market assumptions regarding future interest rates could significantly impact our interest rate risk strategy, our financial position
and results of operations. If we do not properly monitor our interest rate risk management strategies, these activities may not
effectively mitigate our interest rate sensitivity or have the desired impact on our results of operations or financial condition.
Our loan portfolio includes loans with a higher risk of loss which could lead to higher loan losses and nonperforming
assets.
We originate commercial real estate loans, commercial loans, construction loans, vacant land loans, consumer loans, and
residential mortgage loans primarily within our market area. Commercial real estate, commercial, construction, vacant land, and
consumer loans may expose a lender to greater credit risk than traditional fixed-rate fully amortizing loans secured by single-
family residential real estate because the collateral securing these loans may not be sold as easily as single-family residential real
estate. In addition, these loan types tend to involve larger loan balances to a single borrower or groups of related borrowers and
are more susceptible to a risk of loss during a downturn in the business cycle. These loans also have historically had greater credit
risk than other loans for the following reasons:
Commercial Real Estate Loans. Repayment is dependent on income being generated in amounts sufficient to cover
operating expenses and debt service. These loans also involve greater risk because they are generally not fully amortizing
over the loan period, but rather have a balloon payment due at maturity. A borrower’s ability to make a balloon payment
typically will depend on the borrower’s ability to either refinance the loan or timely sell the underlying property. At
December 31, 2018, commercial mortgage loans comprised approximately 33.8% of our total loan portfolio.
Commercial Loans. Repayment is generally dependent upon the successful operation of the borrower’s business. In
addition, the collateral securing the loans may depreciate over time, be difficult to appraise, be illiquid, or fluctuate in
value based on the success of the business. At December 31, 2018, commercial loans comprised approximately 13.1% of
our total loan portfolio.
Construction Loans. The risk of loss is largely dependent on our initial estimate of whether the property’s value at
completion equals or exceeds the cost of property construction and the availability of take-out financing. During the
construction phase, a number of factors can result in delays or cost overruns. If our estimate is inaccurate or if actual
construction costs exceed estimates, the value of the property securing our loan may be insufficient to ensure full
repayment when completed through a permanent loan, sale of the property, or by seizure of collateral. At December 31,
2018, construction loans comprised approximately 5.0% of our total loan portfolio.
Vacant Land Loans. Because vacant or unimproved land is generally held by the borrower for investment purposes or
future use, payments on loans secured by vacant or unimproved land will typically rank lower in priority to the borrower
than a loan the borrower may have on their primary residence or business. These loans are susceptible to adverse
conditions in the real estate market and local economy. At December 31, 2018, vacant land loans comprised
approximately 2.86% of our total loan portfolio.
19
HELOCs. Our open-ended home equity loans have an interest-only draw period followed by a five-year repayment
period of 0.75% of the principal balance monthly and a balloon payment at maturity. Upon the commencement of the
repayment period, the monthly payment can increase significantly, thus, there is a heightened risk that the borrower will
be unable to pay the increased payment. Further, these loans also involve greater risk because they are generally not fully
amortizing over the loan period, but rather have a balloon payment due at maturity. A borrower’s ability to make a
balloon payment may depend on the borrower’s ability to either refinance the loan or timely sell the underlying property.
At December 31, 2018, HELOCs comprised approximately 11.8% of our total loan portfolio.
Consumer Loans. Consumer loans (such as automobile loans and personal lines of credit) are collateralized, if at all,
with assets that may not provide an adequate source of payment of the loan due to depreciation, damage, or loss. At
December 31, 2018, consumer loans comprised approximately 16.7% of our total loan portfolio, with indirect auto loans
making up a majority of this portfolio at approximately 89% of the total balance.
The increased risks associated with these types of loans result in a correspondingly higher probability of default on such loans (as
compared to fixed-rate fully amortizing single-family real estate loans). Loan defaults would likely increase our loan losses and
nonperforming assets and could adversely affect our allowance for loan losses and our results of operations.
We process, maintain, and transmit confidential client information through our information technology systems, such as
our online banking service. Cybersecurity issues, such as security breaches and computer viruses, affecting our
information technology systems or fraud related to our debit card products could disrupt our business, result in the
unintended disclosure or misuse of confidential or proprietary information, damage our reputation, increase our costs,
and cause losses.
We collect and store sensitive data, including our proprietary business information and that of our clients, and personally
identifiable information of our clients and employees, in our information technology systems. We also provide our clients the
ability to bank online. The secure processing, maintenance, and transmission of this information is critical to our operations. Our
network, or those of our clients, could be vulnerable to unauthorized access, computer viruses, phishing schemes and other
security problems. Financial institutions and companies engaged in data processing have increasingly reported breaches in the
security of their websites or other systems, some of which have involved sophisticated and targeted attacks intended to obtain
unauthorized access to confidential information, destroy data, disrupt or degrade service, sabotage systems or cause other damage.
We may be required to spend significant capital and other resources to protect against the threat of security breaches and
computer viruses or to alleviate problems caused by security breaches or viruses. Security breaches and viruses could expose us to
claims, litigation and other possible liabilities. Any inability to prevent security breaches or computer viruses could also cause
existing clients to lose confidence in our systems and could adversely affect our reputation and our ability to generate deposits.
Additionally, fraud losses related to debit and credit cards have risen in recent years due in large part to growing and evolving
schemes to illegally use cards or steal consumer credit card information despite risk management practices employed by the debit
and credit card industries. Many issuers of debit and credit cards have suffered significant losses in recent years due to the theft of
cardholder data that has been illegally exploited for personal gain.
The potential for debit and credit card fraud against us or our clients and our third party service providers is a serious issue. Debit
and credit card fraud is pervasive and the risks of cybercrime are complex and continue to evolve. In view of the recent high-
profile retail data breaches involving client personal and financial information, the potential impact on us and any exposure to
consumer losses and the cost of technology investments to improve security could cause losses to us or our clients, damage to our
brand, and an increase in our costs.
An inadequate allowance for loan losses would reduce our earnings.
We are exposed to the risk that our clients may be unable to repay their loans according to their terms and that any collateral
securing the payment of their loans may not be sufficient to assure full repayment. This could result in credit losses that are
inherent in the lending business. We evaluate the collectability of our loan portfolio and provide an allowance for loan losses that
we believe is adequate based upon such factors as:
the risk characteristics of various classifications of loans;
previous loan loss experience;
specific loans that have loss potential;
delinquency trends;
estimated fair market value of the collateral;
current economic conditions; and
geographic and industry loan concentrations.
20 As of December 31, 2018, our allowance for loan losses was $14.2 million, which represented approximately 0.80% of our total
loans. We had $6.9 million in nonaccruing loans as of December 31, 2018. The allowance is based on management’s reasonable
estimate and may not prove sufficient to cover future loan losses. Although management uses the best information available to
make determinations with respect to the allowance for loan losses, future adjustments may be necessary if economic conditions
differ substantially from the assumptions used or adverse developments arise with respect to our nonperforming or performing
loans. In addition, regulatory agencies, as an integral part of their examination process, periodically review our estimated losses
on loans. Our regulators may require us to recognize additional losses based on their judgments about information available to
them at the time of their examination. Accordingly, the allowance for loan losses may not be adequate to cover all future loan
losses and significant increases to the allowance may be required in the future if, for example, economic conditions worsen. A
material increase in our allowance for loan losses would adversely impact our net income and capital in future periods, while
having the effect of overstating our current period earnings.
A new accounting standard will likely require us to increase our allowance for loan losses and may have a material
adverse effect on our financial condition and results of operations.
The FASB has adopted a new accounting standard that will be effective for the Company on January 1, 2020. This standard,
referred to as Current Expected Credit Loss, or CECL, will require financial institutions to determine periodic estimates of
lifetime expected credit losses on loans, and recognize the expected credit losses as allowances for loan losses. CECL will also
require us to record credit losses expected throughout the life of other assets in our portfolio, including held-to-maturity securities,
as opposed the current practice of recording losses when it is probable that a loss event has occurred. The update also amends the
accounting for credit losses on available-for-sale debt securities and financial assets purchased with credit deterioration. This will
change the current method of providing allowances for loan losses that are probable, which would likely require us to increase our
allowance for loan losses, and to greatly increase the types of data we would need to collect and review to determine the
appropriate level of the allowance for loan losses. Any increase in our allowance for loan losses or expenses incurred to determine
the appropriate level of the allowance for loan losses could reduce our net income and equity and, as a result, may have a material
adverse effect on our financial condition and results of operations.
We may incur significant costs associated with the ownership of real property as a result of foreclosures, which could
reduce our net income.
Since we originate loans secured by real estate, we may have to foreclose on the collateral property to protect our investment and
may thereafter own and operate such property, in which case we would be exposed to the risks inherent in the ownership of real
estate.
The amount that we, as a mortgagee, may realize after a foreclosure is dependent upon factors outside of our control, including,
but not limited to:
general or local economic conditions;
environmental cleanup liability;
neighborhood values;
interest rates;
real estate tax rates;
operating expenses of the mortgaged properties;
supply of and demand for rental units or properties;
ability to obtain and maintain adequate occupancy of the properties;
zoning laws;
governmental rules, regulations and fiscal policies; and
acts of God.
Certain expenditures associated with the ownership of real estate, including real estate taxes, insurance and maintenance costs,
may adversely affect the income from the real estate. Furthermore, we may need to advance funds to continue to operate or to
protect these assets. As a result, the cost of operating real property assets may exceed the rental income earned from such
properties or we may be required to dispose of the real property at a loss.
21 Liquidity risk could impair our ability to fund operations and jeopardize our financial condition.
Effective liquidity management is essential for the operation of our business. We require sufficient liquidity to meet client loan
requests, client deposit maturities and withdrawals, payments on our debt obligations as they come due and other cash
commitments under both normal operating conditions and other unpredictable circumstances causing industry or general financial
market stress. If we are unable to raise funds through deposits, borrowings, earnings and other sources, it could have a substantial
negative effect on our liquidity. In particular, a majority of our liabilities during 2018 were checking accounts and other liquid
deposits, which are generally payable on demand or upon short notice. By comparison, a substantial majority of our assets were
loans, which cannot generally be called or sold in the same time frame. Although we have historically been able to replace
maturing deposits and advances as necessary, we might not be able to replace such funds in the future, especially if a large
number of our depositors seek to withdraw their accounts at the same time, regardless of the reason. Our access to funding
sources in amounts adequate to finance our activities on terms that are acceptable to us could be impaired by factors that affect us
specifically or the financial services industry or economy in general. Factors that could negatively impact our access to liquidity
sources include a decrease in the level of our business activity as a result of a downturn in the markets in which our loans are
concentrated, adverse regulatory action against us, or our inability to attract and retain deposits. Our ability to borrow could also
be impaired by factors that are not specific to us, such as a disruption in the financial markets or negative views and expectations
about the prospects for the financial services industry. If we are unable to maintain adequate liquidity, it could materially and
adversely affect our business, results of operations or financial condition.
European Union’s General Data Privacy Regulation
In May 2018, the European Union (“EU“) adopted the General Data Protection Regulation (“GDPR“). The GDPR is focused on
the protection of the data and the privacy of individuals within the EU and the European Economic Area. The GDPR extends the
scope of EU privacy rules to include organizations outside the EU if they offer goods or services to or monitor behaviors of EU
citizens. The penalties and sanctions for noncompliance with the GDPR are difficult to predict and potentially very high. While
we believe that the GDPR will have little impact on us, we may be impacted by similar privacy laws that may be adopted by other
federal, state, or local governing bodies in the future.
Our future success is dependent on our ability to compete effectively in the highly competitive banking industry.
We face vigorous competition for deposits, loans and other financial services in our market area from other banks and financial
institutions, including savings and loan associations, savings banks, finance companies and credit unions. A number of our
competitors are significantly larger than we are and have greater access to capital and other resources. Many of our competitors
also have higher lending limits, more expansive branch networks, and offer a wider array of financial products and services. To a
lesser extent, we also compete with other providers of financial services, such as money market mutual funds, brokerage firms,
consumer finance companies, insurance companies and governmental organizations, which may offer financial products and
services on more favorable terms than we are able to. Many of our non-bank competitors are not subject to the same extensive
regulations that govern our activities. As a result, these non-bank competitors have advantages over us in providing certain
services. The effect of this competition may reduce or limit our margins or our market share and may adversely affect our results
of operations and financial condition.
Risks Related to Regulation and Legislation
We are subject to extensive regulation, which could restrict our activities and impose financial requirements or limitations
on the conduct of our business.
We are subject to extensive regulation, supervision and examination by our regulators, including the Florida Office of Financial
Regulation, the Federal Reserve, and the FDIC. Our compliance with these industry regulations is costly and restricts certain of
our activities, including payment of dividends, mergers and acquisitions, investments, lending and interest rates charged on loans,
interest rates paid on deposits, access to capital and brokered deposits and locations of banking offices. If we are unable to meet
these regulatory requirements, our financial condition, liquidity and results of operations would be materially and adversely
affected.
Our activities are also regulated under consumer protection laws applicable to our lending, deposit and other activities. Many of
these regulations are intended primarily for the protection of our depositors and the Deposit Insurance Fund and not for the
benefit of our shareowners. In addition to the regulations of the bank regulatory agencies, as a member of the Federal Home Loan
Bank, we must also comply with applicable regulations of the Federal Housing Finance Agency and the Federal Home Loan
Bank.
22 Our failure to comply with these laws and regulations could subject us to restrictions on our business activities, fines and other
penalties, any of which could adversely affect our results of operations, capital base and the price of our securities. Further, any
new laws, rules and regulations could make compliance more difficult or expensive or otherwise adversely affect our business and
financial condition. Please refer to the Section entitled “Business – Regulatory Considerations” in this Report.
The Economic Growth, Regulatory Relief and Consumer Protection Act of 2018 may affect our business.
On May 24, 2018, the Economic Growth, Regulatory Relief and Consumer Protection Act of 2018 ("EGRRCPA") was enacted to
modify or repeal certain provisions of the Dodd-Frank Act. EGRRCPA, among other things: (i) allows smaller banks (with up to
$10 billion in assets) to offer certain qualified residential mortgages that are not subject to the ability-to-repay requirements; (ii)
exempts from appraisal requirements certain transactions involving real estate in rural areas that is valued at less than $400,000;
(iii) amends the Home Mortgage Disclosure Act of 1975 to exempt from certain disclosure requirements banks that originate
fewer than 500 closed-end mortgage loans and fewer than 500 open-end lines of credit in each of the last two calendar years; (iv)
clarifies that, subject to various conditions, reciprocal deposits of another depository institution obtained using a deposit broker
through a deposit placement network for purposes of obtaining maximum deposit insurance would not be considered brokered
deposits subject to the FDIC's brokered-deposit regulations; (v) expands the examination cycle for certain banks with less than $3
billion in assets so that on-site examinations must occur not less than once during each 18-month period; (vi) directs federal
banking agencies to develop a community bank leverage ratio of not less than 8% and not more than 10% for qualifying
community banks; (vii) exempts banks with less than $10 billion in total consolidated assets and with trading assets and liabilities
less than or equal to 5% of total consolidated assets from the requirements of the Volcker Rule; and (viii) directs the Federal
Reserve Board to expand the definition of a small bank holding company under the Small Bank Holding Company Policy
Statement to include banks that, among other conditions, have less than $3 billion in assets. While many of these changes could
result in regulatory relief for CCBG, it is difficult to predict how any new standards under EGRRCPA will be applied to us or its
ultimate impact on us. This is in part due to the fact that it requires the enactment of multiple implementing regulations that have
yet to be written.
Changes in U.S. trade policies and other factors beyond our control may have an adverse impact on our results of
operations and financial condition.
There has been recent discussion, imposition, and proposition of revisions to U.S. trade policies and legislation, especially the
imposition of tariffs. Such tariffs may cause affected foreign governments to impose their own tariffs in retaliation. It is difficult
to predict what the U.S. government or foreign governments will actually do or not do in the future or the impacts such actions
will have on CCBG or its customers. Such tariffs, along with other trade restrictions, affecting those items and products used by
our customers in their respective businesses could have an adverse impact on our customers' respective financial conditions and
their ability to make payments on their loans. This could result in an adverse impact on our business, financial condition, and
results of operation.
On October 1, 2018, the United States, Canada and Mexico agreed on a new trade agreement, the United States-Mexico-Canada
Agreement ("USMCA"), to replace the North American Free Trade Agreement. The USMCA is still subject to the approval of the
Congress and is yet to come into effect. It has yet to be seen what impact the adoption of the USMCA or any subsequent trade
agreements made as a response to the USMCA will have on CCBG or its customers. Any such shift in trade policies or
agreements could potentially negatively impact the business, financial condition, and results of operations of our customers, and,
in turn, that of CCBG.
The increased capital requirements may have an adverse effect on us.
In 2013, the Federal Reserve Board released its final rules which implement in the United States the Basel III regulatory capital
reforms from the Basel Committee on Banking Supervision and certain changes required by the Dodd-Frank Act. Under the final
rule, minimum requirements increased for both the quality and quantity of capital held by banking organizations. Consistent with
the international Basel framework, the rule includes a new minimum ratio of Common Equity Tier 1 Capital (“CET1”) to Risk-
Weighted Assets (“RWA”) of 4.5% and a CET1 conservation buffer of 2.5% of RWA (which is being phased in from 2016
through 2019) that apply to all supervised financial institutions. As of January 1, 2019, the CET1conservation buffer requirement
was 2.5%, which requires us to hold additional CET1 capital in excess of the minimum required to meet the CET1 to RWA ratio
requirement. The rule also, among other things, raised the minimum ratio of Tier 1 Capital to RWA from 4% to 6% and included
a minimum leverage ratio of 4% for all banking organizations. The impact of the new capital rules requires us to maintain higher
levels of capital, which we expect will lower our return on equity. Additionally, if our CET1 to RWA ratio does not exceed the
minimum required plus the additional CET1 conservation buffer, we may be restricted in our ability to pay dividends or make
other distributions of capital to our shareowners.
23 The Tax Cuts and Jobs Act may have an adverse effect on us
The Tax Cuts and Jobs Act enacted in December 2017 has positively impacted us by decreasing our federal corporate tax rate
from 35% to 21%, but the act poses potential adverse impacts on the banks financial condition as well. We may suffer as a result
of the act (1) eliminating interest deductions for certain home equity loans, (2) limiting the deductibility of business interest
expense, (3) limiting the deductibility of property taxes, state income taxes, and local incomes taxes, and (4) lowering the limit on
the deductibility of mortgage interest paid on single-family residential mortgage loans. These changes may specifically have an
adverse impact on the market for residential homes and borrowers abilities to make payments on their mortgages, which could
lower the demand for residential mortgage loans and lower the value of properties securing loans that we hold in our portfolio.
Such affects could adversely impact our business and financial condition.
Compliance with the Consumer Financial Protection Bureau’s ability-to-repay rule safe-harbor could adversely impact
our growth or profitability.
The Consumer Financial Protection Bureau issued a rule, effective as of January 10, 2014, designed to clarify for lenders how
they can avoid monetary damages under the Dodd-Frank Act, which holds lenders accountable for ensuring a borrower’s ability
to repay a mortgage at the time the loan is originated. Loans that satisfy the “qualified mortgage” safe-harbor will be presumed to
have complied with the new ability-to-repay standard. Under the Consumer Financial Protection Bureau’s rule, a “qualified
mortgage” loan must not contain certain specified features, including but not limited to:
excessive upfront points and fees (those exceeding 3% of the total loan amount, less “bona fide discount points” for
prime loans);
interest-only payments;
negative-amortization; and
terms longer than 30 years.
Also, to qualify as a “qualified mortgage,” a borrower’s total monthly debt-to-income ratio may not exceed 43%. Lenders must
also verify and document the income and financial resources relied upon to qualify the borrower for the loan and underwrite the
loan based on a fully amortizing payment schedule and maximum interest rate during the first five years, taking into account all
applicable taxes, insurance and assessments. The Consumer Financial Protection Bureau’s rule on qualified mortgages could limit
our ability or desire to make certain types of loans or loans to certain borrowers, or could make it more expensive and/or time
consuming to make these loans, which could adversely impact our growth or profitability.
Florida financial institutions, such as CCB, face a higher risk of noncompliance and enforcement actions with the Bank
Secrecy Act and other anti-money laundering statutes and regulations.
Since September 11, 2001, banking regulators have intensified their focus on anti-money laundering and Bank Secrecy Act
compliance requirements, particularly the anti-money laundering provisions of the USA PATRIOT Act. There is also increased
scrutiny of compliance with the rules enforced by the Office of Foreign Assets Control (“OFAC”). Since 2004, federal banking
regulators and examiners have been extremely aggressive in their supervision and examination of financial institutions located in
the State of Florida with respect to the institution’s Bank Secrecy Act/anti-money laundering compliance. Consequently,
numerous formal enforcement actions have been instituted against financial institutions.
In order to comply with regulations, guidelines and examination procedures in this area, CCB has been required to adopt new
policies and procedures and to install new systems. CCB’s policies, procedures and systems are deemed deficient or the policies,
procedures and systems of the financial institutions that it has already acquired or may acquire in the future are deficient, CCB
would be subject to liability, including fines and regulatory actions such as restrictions on its ability to pay dividends and the
necessity to obtain regulatory approvals to proceed with certain aspects of its business plan, including its acquisition plans.
Risks Related to Market Events
Our loan portfolio is heavily concentrated in mortgage loans secured by properties in Florida and Georgia which causes
our risk of loss to be higher than if we had a more geographically diversified portfolio.
Our interest-earning assets are heavily concentrated in mortgage loans secured by real estate, particularly real estate located in
Florida and Georgia. At December 31, 2018, approximately 70% of our loans included real estate as a primary, secondary, or
tertiary component of collateral. The real estate collateral in each case provides an alternate source of repayment in the event of
default by the borrower; however, the value of the collateral may decline during the time the credit is extended. If we are required
to liquidate the collateral securing a loan during a period of reduced real estate values to satisfy the debt, our earnings and capital
could be adversely affected.
24 Additionally, at December 31, 2018, substantially all of our loans secured by real estate are secured by commercial and residential
properties located in Northern Florida and Middle Georgia. The concentration of our loans in these areas subjects us to risk that a
downturn in the economy or recession in these areas could result in a decrease in loan originations and increases in delinquencies
and foreclosures, which would more greatly affect us than if our lending were more geographically diversified. In addition, since
a large portion of our portfolio is secured by properties located in Florida and Georgia, the occurrence of a natural disaster, such
as a hurricane, or a man-made disaster could result in a decline in loan originations, a decline in the value or destruction of
mortgaged properties and an increase in the risk of delinquencies, foreclosures or loss on loans originated by us. We may suffer
further losses due to the decline in the value of the properties underlying our mortgage loans, which would have an adverse
impact on our results of operations and financial condition.
Our concentration in loans secured by real estate may increase our credit losses, which would negatively affect our
financial results.
Due to the lack of diversified industry within the markets served by CCB Bank and the relatively close proximity of our
geographic markets, we have both geographic concentrations as well as 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. At December
31, 2018, approximately 34% and 31% of our $1.781 billion loan portfolio was secured by commercial real estate and residential
real estate, respectively. As of this same date, approximately 5% was secured by property under construction.
In the event we are required to foreclose on a property securing one of our mortgage loans or otherwise pursue our remedies in
order to protect our investment, we may be unable to recover funds in an amount equal to our projected return on our investment
or in an amount sufficient to prevent a loss to us due to prevailing economic conditions, real estate values and other factors
associated with the ownership of real property. As a result, the market value of the real estate or other collateral underlying our
loans may not, at any given time, be sufficient to satisfy the outstanding principal amount of the loans, and consequently, we
would sustain loan losses.
The fair value of our investments could decline which would cause a reduction in shareowners’ equity.
A large portion of our investment securities portfolio at December 31, 2018 has been designated as available-for-sale pursuant to
U.S. generally accepted accounting principles relating to accounting for investments. Such principles require that unrealized gains
and losses in the estimated value of the available-for-sale portfolio be “marked to market” and reflected as a separate item in
shareowners’ equity (net of tax) as accumulated other comprehensive income/losses. Shareowners’ equity will continue to reflect
the unrealized gains and losses (net of tax) of these investments. The fair value of our investment portfolio may decline, causing a
corresponding decline in shareowners’ equity.
Management believes that several factors will affect the fair values of our investment portfolio. These include, but are not limited
to, changes in interest rates or expectations of changes in interest rates, the degree of volatility in the securities markets, inflation
rates or expectations of inflation and the slope of the interest rate yield curve (the yield curve refers to the differences between
short-term and long-term interest rates; a positively sloped yield curve means short-term rates are lower than long-term rates).
These and other factors may impact specific categories of the portfolio differently, and we cannot predict the effect these factors
may have on any specific category.
We may be unable to pay dividends in the future.
Risks Related to an Investment in Our Common Stock
In 2018, our Board of Directors declared four quarterly cash dividends. Declarations of any future dividends will be contingent on
our ability to earn sufficient profits and to remain well capitalized, including our ability to hold and generate sufficient capital to
comply with the new CET1 conservation buffer requirement. In addition, due to our contractual obligations with the holders of
our trust preferred securities, if we defer the payment of accrued interest owed to the holders of our trust preferred securities, we
may not make dividend payments to our shareowners.
Further, under applicable statutes and regulations, CCB’s board of directors, after charging-off bad debts, depreciation and other
worthless assets, if any, and making provisions for reasonably anticipated future losses on loans and other assets, may quarterly,
semi-annually, or annually declare and pay dividends to CCBG of up to the aggregate net income of that period combined with
the CCB’s retained net income for the preceding two years and, with the approval of the Florida Office of Financial Regulation
and Federal Reserve, declare a dividend from retained net income which accrued prior to the preceding two years. Additional
state laws generally applicable to Florida corporations may also limit our ability to declare and pay dividends. Thus, our ability to
fund future dividends may be restricted by state and federal laws and regulations.
25
Limited trading activity for shares of our common stock may contribute to price volatility.
While our common stock is listed and traded on the Nasdaq Global Select Market, there has historically been limited trading
activity in our common stock. The average daily trading volume of our common stock over the 12-month period ending
December 31, 2018 was approximately 21,082 shares. Due to the limited trading activity of our common stock, relativity small
trades may have a significant impact on the price of our common stock.
Securities analysts may not initiate coverage or continue to cover our common stock, and this may have a negative impact
on its market price.
The trading market for our common stock will depend in part on the research and reports that securities analysts publish about us
and our business. We do not have any control over securities analysts and they may not initiate coverage or continue to cover our
common stock. If securities analysts do not cover our common stock, the lack of research coverage may adversely affect its
market price. If we are covered by securities analysts, and our common stock is the subject of an unfavorable report, our stock
price would likely decline. If one or more of these analysts ceases to cover our Company or fails to publish regular reports on us,
we could lose visibility in the financial markets, which may cause our stock price or trading volume to decline.
Our directors, executive officers, and principal shareowners, if acting together, have substantial control over all matters
requiring shareowner approval, including changes of control. Because Mr. William G. Smith, Jr. is a principal
shareowner and our Chairman, President, and Chief Executive Officer and Chairman of CCB, he has substantial control
over all matters on a day to day basis.
Our directors, executive officers, and principal shareowners beneficially owned approximately 21.0% of the outstanding shares of
our common stock at December 31, 2018. William G. Smith, Jr., our Chairman, President and Chief Executive Officer, owned
18.1% of our shares as of that date. Accordingly, these directors, executive officers, and principal shareowners, if acting together,
may be able to influence or control matters requiring approval by our shareowners, including the election of directors and the
approval of mergers, acquisitions or other extraordinary transactions. Moreover, because William G. Smith, Jr. is the Chairman,
President, and Chief Executive Officer of CCBG and Chairman of CCB, he has substantial control over all matters on a day-to-
day basis, including the nomination and election of directors.
These directors, executive officers, and principal shareowners may also have interests that differ from yours and may vote in a
way with which you disagree and which may be adverse to your interests. The concentration of ownership may have the effect of
delaying, preventing or deterring a change of control of our company, could deprive our shareowners of an opportunity to receive
a premium for their common stock as part of a sale of our Company and might ultimately affect the market price of our common
stock. You may also have difficulty changing management, the composition of the Board of Directors, or the general direction of
our Company.
Our Articles of Incorporation, Bylaws, and certain laws and regulations may prevent or delay transactions you might
favor, including a sale or merger of CCBG.
CCBG is registered with the Federal Reserve as a financial holding company under the Bank Holding Company Act (“BHCA”).
As a result, we are subject to supervisory regulation and examination by the Federal Reserve. The Gramm-Leach-Bliley Act, the
BHCA, and other federal laws subject financial holding companies to particular restrictions on the types of activities in which
they may engage, and to a range of supervisory requirements and activities, including regulatory enforcement actions for
violations of laws and regulations.
Provisions of our Articles of Incorporation, Bylaws, certain laws and regulations and various other factors may make it more
difficult and expensive for companies or persons to acquire control of us without the consent of our Board of Directors. It is
possible, however, that you would want a takeover attempt to succeed because, for example, a potential buyer could offer a
premium over the then prevailing price of our common stock.
For example, our Articles of Incorporation permit our Board of Directors to issue preferred stock without shareowner action. The
ability to issue preferred stock could discourage a company from attempting to obtain control of us by means of a tender offer,
merger, proxy contest or otherwise. Additionally, our Articles of Incorporation and Bylaws divide our Board of Directors into
three classes, as nearly equal in size as possible, with staggered three-year terms. One class is elected each year. The classification
of our Board of Directors could make it more difficult for a company to acquire control of us. We are also subject to certain
provisions of the Florida Business Corporation Act and our Articles of Incorporation that relate to business combinations with
interested shareowners. Other provisions in our Articles of Incorporation or Bylaws that may discourage takeover attempts or
make them more difficult include:
26
Supermajority voting requirements to remove a director from office;
Provisions regarding the timing and content of shareowner proposals and nominations;
Supermajority voting requirements to amend Articles of Incorporation unless approval is received by a majority of
“disinterested directors”;
Absence of cumulative voting; and
Inability for shareowners to take action by written consent.
Shares of our common stock are not an insured deposit and may lose value.
The shares of our common stock are not a bank deposit and will not be insured or guaranteed by the FDIC or any other
government agency. Your investment will be subject to investment risk, and you must be capable of affording the loss of your
entire investment.
Item 1B.
Unresolved Staff Comments
None.
Item 2. Properties
We are headquartered in Tallahassee, Florida. Our executive office is in the Capital City Bank building located on the corner of
Tennessee and Monroe Streets in downtown Tallahassee. The building is owned by CCB, but is located on land leased under a
long-term agreement.
At December 31, 2018, the Bank had 59 banking offices. Of the 59 locations, the Bank leases the land, buildings, or both at five
locations and owns the land and buildings at the remaining 54.
Item 3.
Legal Proceedings
We are 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 our
consolidated results of operations, financial position, or cash flows.
Item 4. Mine Safety Disclosure.
Not applicable.
PART II
Item 5. Market for the Registrant's Common Equity, Related Shareowner Matters, and Issuer Purchases of Equity
Securities
Common Stock Market Prices and Dividends
Our common stock trades on the Nasdaq Global Select Market under the symbol “CCBG.” We had a total of 1,312 shareowners
of record at February 28, 2019.
The following table presents the range of high and low closing sales prices reported on the Nasdaq Global Select Market and cash
dividends declared for each quarter during the past two years.
2018
2017
Fourth
Quarter
Third
Quarter
Second
Quarter
First
Quarter
Fourth
Quarter
Third
Quarter
Second
Quarter
First
Quarter
Common stock price:
High
$
Low
Close
Cash dividends per share
$
26.95
19.92
23.21
0.09
$
$
25.91
23.19
23.34
0.09
25.99
22.28
23.63
0.07
26.50
22.80
24.75
0.07
$
$
26.01
22.21
22.94
0.07
$
24.58
19.60
24.01
0.07
22.39
17.68
20.42
0.05
$
21.79
19.22
21.39
0.05
27
Florida law and Federal regulations impose restrictions on our ability to pay dividends and limitations on the amount of dividends
that the Bank can pay annually to us. See Item 1. “Capital; Dividends; Sources of Strength” and “Dividends” in the Business
section on page 12 and 13, Item 1A. “Risks Related to an Investment in Our Common Stock” in the Risk Factors section on page
26, Item 7. “Liquidity and Capital Resources – Dividends” – in Management's Discussion and Analysis of Financial Condition
and Operating Results on page 55 and Note 14 in the Notes to Consolidated Financial Statements.
Performance Graph
This performance graph compares the cumulative total shareholder return on our common stock with the cumulative total
shareholder return of the Nasdaq Composite Index and the SNL Financial LC $1B-$5B Bank Index for the past five years. The
graph assumes that $100 was invested on December 31, 2013 in our common stock and each of the above indices, and that all
dividends were reinvested. The shareholder return shown below represents past performance and should not be considered
indicative of future performance.
Total Return Performance
Capital City Bank Group, Inc.
NASDAQ Composite Index
SNL Bank $1B-$5B Index
250
200
150
100
e
u
l
a
V
x
e
d
n
I
50
12/31/13
12/31/14
12/31/15
12/31/16
12/31/17
12/31/18
Index
12/31/13
12/31/14
12/31/15
12/31/16
12/31/17
12/31/18
Capital City Bank Group, Inc.
$
100.00
$
132.87
$
132.38
$
178.52
$
202.21
$
207.22
Nasdaq Composite
SNL $1B-$5B Bank Index
100.00
100.00
114.75
104.56
122.74
117.04
133.62
168.38
173.22
179.51
168.30
157.27
Period Ending
28
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
The following table contains information about all purchases made by, or on behalf of, us and any affiliated purchaser (as defined
in Rule 10b-18(a)(3) under the Exchange Act) of shares or other units of any class of our equity securities that is registered
pursuant to Section 12 of the Exchange Act.
Period
October 1, 2018 to
October 31, 2018
November 1, 2018 to
November 30, 2018
December 1, 2018 to
December 31, 2018
Total
Total number
of shares
purchased
Average
price paid
per share
Total number of
shares purchased as
part of our share
repurchase program(1)
Maximum Number of
shares that may yet be
purchased under our share
repurchase program
-
-
-
-
324,441
324,441
$24.75
$24.75
-
-
324,441
324,441
639,711
639,711
315,270
315,270
(1) This balance represents the number of shares that were repurchased during the fourth quarter of 2018 through the Capital
City Bank Group, Inc. Share Repurchase Program (the “Program”), which was approved on February 27, 2014 for a five year
period, under which we were authorized to repurchase up to 1,500,000 shares of our common stock. The Program is flexible
and shares are acquired from the public markets and other sources using free cash flow. No shares are repurchased outside of
the Program.
29 Item 6. Selected Financial Data
(Dollars in Thousands, Except Per Share Data)
Interest Income
Net Interest Income
Provision for Loan Losses
Noninterest Income(4)
Noninterest Expense
Net Income(5)
Per Common Share:
Basic Net Income
Diluted Net Income
Cash Dividends Declared
Diluted Book Value
Diluted Tangible Book Value(2)
Performance Ratios:
Return on Average Assets
Return on Average Equity
Net Interest Margin (FTE)
Noninterest Income as % of Operating Revenues
Efficiency Ratio
Asset Quality:
Allowance for Loan Losses
Allowance for Loan Losses to Loans
Nonperforming Assets
Nonperforming Assets to Assets
Nonperforming Assets to Loans plus OREO
Allowance to Nonperforming Loans
Net Charge-Offs to Average Loans
Capital Ratios:
Tier 1 Capital
Total Capital
Common Equity Tier 1 Capital(1)
Tangible Common Equity(2)
Leverage
Equity to Assets
Dividend Pay-Out
Averages for the Year:
Loans, Net of Unearned Income
Earning Assets
Total Assets
Deposits
Shareowners’ Equity
Year-End Balances:
Loans, Net of Unearned Income
Earning Assets
Total Assets
Deposits
Shareowners’ Equity
Other Data:
Basic Average Shares Outstanding
Diluted Average Shares Outstanding
Shareowners of Record(3)
Banking Locations(3)
Full-Time Equivalent Associates(3)
$
$
2018
2017
2016
2015
2014
$
$
99,395
92,504
2,921
51,565
111,503
26,224
1.54
1.54
0.32
18.00
12.96
$
$
86,930
82,982
2,215
51,746
109,447
10,863
0.64
0.64
0.24
16.65
11.68
$
$
81,154
77,965
819
53,681
113,214
11,746
0.69
0.69
0.17
16.23
11.23
$
$
79,658
76,351
1,594
54,091
115,273
9,116
0.53
0.53
0.13
15.93
11.00
78,221
74,641
1,905
52,536
114,358
9,260
0.53
0.53
0.09
15.53
10.70
0.92 %
8.89
3.64
35.79
77.05
0.39 %
3.83
3.37
38.41
80.50
0.43 %
4.22
3.25
40.78
85.34
0.34 %
3.31
3.31
41.47
87.94
0.36 %
3.27
3.36
41.30
89.68
$
14,210
$
0.80 %
9,101
0.31
0.51
206.79
0.12
16.36 %
17.13
13.58
7.58
10.89
10.23
20.78
13,307
$
0.80 %
13,431
$
0.86 %
13,953
$
0.93 %
17,539
1.22 %
11,100
0.38
0.67
185.87
0.14
16.33 %
17.10
13.42
7.09
10.47
9.80
37.50
19,171
0.67
1.21
157.40
0.09
15.51 %
16.28
12.61
6.90
10.23
9.67
24.64
29,595
1.06
1.94
135.40
0.35
16.42 %
17.25
12.84
6.99
10.65
9.81
24.53
52,449
2.00
3.55
104.60
0.53
16.67 %
17.76
NA
7.38
10.99
10.37
16.98
$
$
1,718,348
2,561,884
2,857,148
2,422,973
294,864
1,781,094
2,658,539
2,959,183
2,531,856
302,587
$
$
1,618,583
2,502,231
2,816,096
2,371,871
283,404
1,658,309
2,582,922
2,898,794
2,469,877
284,210
$
$
1,542,232
2,432,392
2,752,309
2,282,785
278,335
1,572,175
2,520,053
2,845,197
2,412,286
275,168
$
$
1,474,833
2,324,854
2,659,317
2,163,441
275,144
1,503,907
2,470,444
2,797,860
2,302,849
274,352
$
$
1,414,000
2,237,623
2,564,176
2,093,477
283,079
1,442,062
2,276,781
2,627,169
2,146,794
272,540
17,029,420
17,072,329
1,312
59
801
16,951,663
17,012,637
1,389
59
789
16,988,747
17,061,186
1,489
60
820
17,273,406
17,318,184
1,559
61
858
17,424,788
17,488,020
1,589
63
895
(1) Not applicable prior to January 1, 2015
(2) Tangible common equity ratio is a non-GAAP financial measure. For additional information, including a reconciliation to GAAP, refer to page 31
(3) As of record date. The record date is on or about March 1st of the following year.
(4) Includes $2.5 million gain from sale of trust preferred securities in 2016.
(5) For 2017, includes $4.1 million, or $0.24 per diluted share, income tax expense adjustment related to the Tax Cuts and Jobs Act of 2017.
For 2018, includes $3.3 million, or $0.19 per diluted share, income tax benefit for 2017 plan year pension contributions made in 2018.
30 NON-GAAP FINANCIAL MEASURES
We present a tangible common equity ratio and a tangible book value per diluted share that, in each case, removes the effect of
goodwill that resulted from merger and acquisition activity. We believe these measures are useful to investors because it allows
investors to more easily compare our capital adequacy to other companies in the industry. The GAAP to non-GAAP
reconciliation for selected year-to-date financial data and quarterly financial data is provided below.
Non-GAAP Reconciliation - Selected Financial Data
(Dollars in Thousands, except per share data)
2018
2017
2016
2015
2014
Shareowners' Equity (GAAP)
Less: Goodwill (GAAP)
$
302,587 $
84,811
284,210 $
84,811
275,168 $
84,811
274,352 $
84,811
Tangible Shareowners' Equity (non-GAAP)
A
Total Assets (GAAP)
Less: Goodwill (GAAP)
217,776
2,959,183
84,811
199,399
2,898,794
84,811
190,357
2,845,197
84,811
189,541
2,797,860
84,811
272,540
84,811
187,729
2,627,169
84,811
Tangible Assets (non-GAAP)
B $
2,874,372 $
2,813,983 $
2,760,386 $
2,713,049 $
2,542,358
Tangible Common Equity Ratio (non-GAAP)
Actual Diluted Shares Outstanding (GAAP)
Tangible Book Value per Diluted Share
(non-GAAP)
A/B
C
A/C
7.58%
7.09%
6.90%
6.99%
7.38%
16,808,542
17,071,107
16,949,359
17,226,178
17,544,306
12.96
11.68
11.23
11.00
10.70
Non-GAAP Reconciliation - Quarterly Financial Data
(Dollars in Thousands, except
per share data)
2018
2017
Fourth
Third
Second
First
Fourth
Third
Second
First
Shareowners' Equity (GAAP)
$
302,587 $
298,016 $
293,571 $
288,360 $
284,210 $
285,201 $
281,513 $
278,059
Less: Goodwill (GAAP)
84,811
84,811
84,811
84,811
84,811
84,811
84,811
84,811
Tangible Shareowners' Equity
(non-GAAP)
A
Total Assets (GAAP)
Less: Goodwill (GAAP)
217,776
213,205
208,760
203,549
199,399
200,390
196,702
193,248
2,959,183
2,819,190
2,880,278
2,924,832
2,898,794
2,790,842
2,814,843
2,895,531
84,811
84,811
84,811
84,811
84,811
84,811
84,811
84,811
Tangible Assets (non-GAAP)
B $
2,874,372 $
2,734,379 $
2,795,467 $
2,840,021 $
2,813,983 $
2,706,031 $
2,730,032 $
2,810,720
Tangible Common Equity
Ratio (non-GAAP)
Actual Diluted Shares
Outstanding (GAAP)
Tangible Book Value per
Diluted Share (non-GAAP)
A/B
7.58%
7.80%
7.47%
7.17%
7.09%
7.41%
7.21%
6.88%
C
16,808,542
17,127,846
17,114,380
17,088,419
17,071,107
17,045,326
17,025,148
16,978,681
A/C
12.96
12.45
12.20
11.91
11.68
11.76
11.55
11.38
31 Item 7. 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 operations and should be read in conjunction with the Consolidated Financial
Statements and related notes included in the Annual Report on Form 10-K. The MD&A is divided into subsections entitled
“Business Overview,” “Executive Overview,” “Results of Operations,” “Financial Condition,” “Liquidity and Capital Resources,”
“Off-Balance Sheet Arrangements,” “Fourth Quarter, 2018 Financial Results,” and “Accounting Policies.” The following
information should provide a better understanding of the major factors and trends that affect our earnings performance and
financial condition, and how our performance during 2018 compares with prior years. Throughout this section, Capital City Bank
Group, Inc., and its subsidiaries, collectively, are referred to as “CCBG,” “Company,” “we,” “us,” or “our.”
CAUTION CONCERNING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K, 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,” ”vision,” “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 of
this Annual Report 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
Our Business
We are a financial holding company headquartered in Tallahassee, Florida, and we are the parent of our wholly owned subsidiary,
Capital City Bank (the “Bank” or “CCB”). We offer a broad array of products and services, including commercial and retail
banking services, trust and asset management, and retail securities brokerage through a total of 59 banking offices located in
Florida, Georgia, and Alabama. Please see the section captioned “About Us” beginning on page 4 for more detailed information
about our business.
Our profitability, like most financial institutions, is dependent to a large extent upon net interest income, which is the difference
between the interest and fees received on interest 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
noninterest income such as deposit fees, wealth management fees, mortgage banking fees, and bank card fees.
Strategic Review
Our philosophy is to build long-term client relationships based on quality service, high ethical standards, and safe and sound
banking practices. We maintain 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 with a dedicated President for each market, and community 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.
32 We have sought to build a franchise in small-to medium-sized, less competitive markets, located on the outskirts of the larger
metropolitan markets where we are positioned as a market leader. Many of our markets are on the outskirts of these larger
markets in close proximity to major interstate thoroughfares such as Interstates I-10 and I-75. Our three largest markets are
Tallahassee (Leon County, Florida), Gainesville (Alachua County, Florida), and Macon (Bibb County, Georgia). In 13 of 18
markets in Florida and two of four markets in Georgia, we rank within the top four banks in terms of deposit market share.
Furthermore, in the counties in which we operate, we maintain a 8.30% deposit market share in the Florida counties and 5.11% in
the Georgia counties, suggesting that there is significant opportunity to grow market share within these geographic areas. The
larger employers in many of our markets are state and local governments, healthcare providers, educational institutions, and small
businesses. While we realize that the markets in our footprint do not provide for potential growth that the larger metropolitan
markets may offer, we believe our markets do provide good growth dynamics and have historically grown in excess of the
national average The value of these markets stems from the fact they are generally stable and less competitive, secondary
markets. We strive to provide value added services to our clients by being not just their bank, but their banker. We believe this
element of our strategy distinguishes Capital City Bank from our competitors.
Our long-term vision remains to profitably expand our franchise through a combination of organic growth in existing markets and
acquisitions. We have long understood that our core deposit funding base is a predominant driver of our profitability and overall
franchise value, and have focused extensively on this component of our organic growth efforts in recent years. While we have not
been an active acquirer of banks since 2005, this component of our strategy is still in place. When evaluating potential acquisition
opportunities, we will continue to weigh the value of organic growth initiatives versus potential acquisition returns and pursue the
strategies that we believe provide the best overall return to our shareowners.
We will continue to evaluate potential acquisition opportunities in Florida, Georgia, and Alabama with a particular focus on
financial institutions located on the outskirts of larger, metropolitan areas. The primary areas that we are focusing on for
expansion opportunities include Alachua, Marion, Hernando/Pasco counties in Florida, the western panhandle of Florida, and
Bibb and surrounding counties in central Georgia. Our focus on some of these markets may change as we continue to evaluate
our strategy and the economic conditions and demographics of any individual market. We will also continue to evaluate de novo
expansion opportunities in attractive new markets where acquisition opportunities are not feasible. We may also evaluate
expansion opportunities including asset management, mortgage banking, and other financial businesses that are closely aligned
with the business of banking. Embedded in our acquisition strategy is our desire to partner with institutions that are culturally
similar, have experienced management and possess either established market presence or have potential for improved profitability
through growth, economies of scale, or expanded services. Generally, these potential target institutions will range in asset size
from $100 million to $500 million.
EXECUTIVE OVERVIEW
2018 again produced marked improvement in our financial performance moving us closer to our normal historical performance
levels. Record loan growth, a rising rate environment, our strong core deposit base, and tax reform were all major contributors to
earnings growth. Our net interest margin increased 27 basis points aided by our asset-sensitive balance sheet and our ability to
manage our cost of funds. Average deposit balances grew 2.1% in 2018, our fifth consecutive year of growth, and have grown
approximately $351 million, or 17% since 2013.
For 2018, net income totaled $26.2 million, or $1.54 per diluted share, compared to net income of $10.9 million, or $0.64 per
diluted share for 2017. Net income for 2018 included tax benefits totaling $3.3 million, or $0.19 per diluted share related to 2017
plan year pension plan contributions made during 2018. Net income in 2017 reflected a $4.1 million, or $0.24 per diluted share,
income tax expense related to the tax reform act commonly known as Tax Cuts and Jobs Act (the “Tax Act”) enacted on
December 22, 2017.
Net income for 2018 was driven by higher net interest income of $9.5 million and an $8.8 million reduction in income tax
expense, partially offset by a $2.1 million increase in noninterest expense, a $0.7 million increase in the loan loss provision, and
lower noninterest income of $0.2 million.
33 Below are summary highlights that impacted our performance for the year:
Continued improvement in operating leverage driven by margin expansion
- Net interest income up $9.5 million, or 11.5%
- Net interest margin up 27 basis points to 3.64%
- Record average loan growth of $100 million, or 6.2%
Average deposit growth of 2% (fifth consecutive year of growth)
Continued reduction in classified assets of 28%
Tangible capital ratio of 7.58%
Tangible book value per share growth of 11%
Repurchased 324,000 shares of common stock
Dividend growth of 33%
In 2018, we realized record loan growth driven by continued improvement in economic and business conditions in our markets.
We again realized meaningful re-composition in our earning asset mix which drove strong growth in net interest income, up 11%
over 2017 and our net interest margin which was up 27 basis points to 3.64%.
For 2018, noninterest income declined $0.2 million, or 0.3%, however we made great strides toward stabilizing the downward
trend in our noninterest income driven by lower deposit fees, specifically lower utilization of our overdraft service, and the
discontinuance of our data processing business in 2016 and 2017. Several initiatives came to fruition in 2018 including the
introduction of a new fee based checking account line-up in mid-2018 and improved utilization of our debit card product which
drove improvement in service charges and interchange fees, respectively. Higher wealth management fees also contributed and
reflected growth in assets under management. We continue to evaluate opportunities to enhance noninterest income, including
leveraging our working capital finance platform to all of our markets, a supply chain finance service, and government guaranteed
small business lending.
Noninterest expense increased $2.1 million, or 1.9%, over 2017 primarily attributable to higher compensation expense of $1.6
million and occupancy expense of $0.7 million, partially offset by a $0.2 million decline in other expense. The primary drivers of
the increase were higher performance based compensation reflective of our improved financial performance and professional fees
related to a system conversion and profit enhancement projects that were complete at year-end.
Overall asset quality continued to improve in 2018 as nonperforming and classified asset levels declined by 18% and 28%,
respectively. Our ratio of nonperforming assets to total assets was 0.31% at December 31, 2018 compared to 0.38% at December
31, 2017. Loan losses remained low in 2018 at 12 basis points of average loans.
We continue to focus on and implement strategic initiatives that enhance long-term shareowner value and believe we are well
positioned to continue improving our operating leverage and returning to our historical norm of profitability.
Key components of our 2018 financial performance are summarized below:
Results of Operations
For 2018, tax-equivalent net interest income increased $9.0 million, or 10.6%, to $93.2 million driven by higher interest
rates and a favorable shift in the earning asset mix. Higher rates were earned on overnight funds, investment securities
and loans, partially offset by a higher cost on our negotiated rate deposits. Our net interest margin of 3.64% in 2018
increased 27 basis points over 2017 and reflected a 39 basis point increase in the earning asset yield that was partially
offset by a 12 basis point increase in the cost of funds.
For 2018, our loan loss provision was $2.9 million compared to $2.2 million for 2017 with the increase driven by growth
in the loan portfolio. At December 31, 2018, our allowance for loan losses of $14.2 million represented 0.80% of
outstanding loans (net of overdrafts) and provided coverage of 207% of nonperforming loans compared to 0.80% and
186%, respectively, at December 31, 2017.
For 2018, noninterest income totaled $51.6 million, a $0.2 million, or 0.3%, decrease from 2017, and reflected lower
mortgage banking fees of $1.0 million, partially offset by higher other income of $0.4 million and wealth management
fees of $0.4 million. The lower level of mortgage banking fees reflected a lower level of loans sold in secondary market
as adjustable rate loan production has picked up momentum and is being retained in our loan portfolio instead of sold on
the secondary market. Total residential loan production (secondary market sales and portfolio) during 2018 was
comparable to 2017.
For 2018, noninterest expense totaled $111.5 million, an increase of $2.1 million, or 1.9%, over 2017 attributable to
higher compensation expense of $1.6 million and occupancy expense of $0.7 million, partially offset by lower other
expense of $0.2 million.
34 Financial Condition
Average assets totaled approximately $2.857 billion for 2018, an increase of $41.1 million, or 1.5%, over 2017. Average
earning assets were approximately $2.562 billion for 2018, an increase of $59.7 million, or 2.4% over 2017. Year-over-
year, average overnight funds decreased $54.6 million, while investment securities increased $14.5 million and average
gross loans were higher by $99.8 million.
Average gross loans totaled $1.718 billion in 2018, an increase of $99.8 million, or 6.2%, over 2017. Loans as a
percentage of average earning assets increased to 67.1% in 2018 compared to 64.7% in 2017. We realized growth in all
loan categories except home equity loans. A portion of the increase in 2018 was due to strategic loan pool purchases of
approximately $26.1 million in adjustable residential real estate loans and fixed and adjustable rate commercial real
estate loans.
Average total deposits for 2018 were $2.423 billion, an increase of $51.1 million, or 2.2%, over 2017. The increase
occurred in noninterest bearing and savings accounts, partially offset by the declines in the remaining product types.
2018 was the fifth consecutive year that we have realized growth in our average deposit balances.
At December 31, 2018, our nonperforming assets (nonaccrual loans and OREO) totaled $9.1 million, a decrease of $2.0
million, or 18.0% from December 31, 2017. Nonaccrual loans totaled $6.9 million at December 31, 2018, a $0.3 million
decrease from December 31, 2017. The balance of OREO totaled $2.2 million at December 31, 2018, a decrease of $1.7
million from December 31, 2017. Nonperforming assets represented 0.31% of total assets at December 31, 2018
compared to 0.38% at December 31, 2017.
At December 31, 2018, our allowance for loan losses of $14.2 million represented 0.80% of outstanding loans (net of
overdrafts) and provided coverage of 207% of nonperforming loans compared to 0.80% and 186%, respectively, at
December 31, 2017. For 2018, our net loan charge-offs totaled $2.0 million, or 0.12%, of average loans, compared to
$2.3 million, or 0.14%, for 2017.
Shareowners’ equity increased by $18.4 million from $284.2 million at December 31, 2017 to $302.6 million at
December 31, 2018. We continue to maintain a strong capital base as evidenced by a risk-based capital ratio of 17.13%
and tangible common equity ratio of 7.58% at December 31, 2018 compared to 17.10% and 7.09%, respectively, at
December 31, 2017. At December 31, 2018, all of our regulatory capital ratios significantly exceeded the threshold to be
well-capitalized.
RESULTS OF OPERATIONS
For 2018, we realized net income of $26.2 million, or $1.54 per diluted share, compared to net income of $10.9 million, or $0.64
per diluted share for 2017, and $11.7 million, or $0.69 per diluted share in 2016.
The increase in net income for 2018 was attributable to a $9.5 million increase in net interest income and an $8.8 million reduction
in income tax expense, partially offset by a $2.1 million increase in noninterest expense, a $0.7 million increase in the loan loss
provision, and lower noninterest income of $0.2 million. Income tax expense for 2018 reflected the favorable impact of the Tax
Act, including a lower federal corporate tax rate and one-time discrete tax benefits totaling $3.3 million, or $0.19 per diluted share
related to 2017 plan year pension contributions made during 2018.
The decrease in net income for 2017 reflected higher income tax expense of $6.3 million, primarily due to discrete tax expense of
$4.1 million related to the Tax Act, a $1.9 million decrease in noninterest income, and a $1.4 million increase in the loan loss
provision, partially offset by higher net interest income of $5.0 million and a $3.8 million reduction in noninterest expense.
35
A condensed earnings summary for the last three years is presented in Table 1 below:
Table 1
CONDENSED SUMMARY OF EARNINGS
(Dollars in Thousands, Except Per Share Data)
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
Noninterest Expense
Income Before Income Taxes
Income Tax Expense
Net Income
Basic Net Income Per Share
Diluted Net Income Per Share
Net Interest Income
2018
2017
2016
$
$
$
$
99,395
654
100,049
6,891
93,158
2,921
654
89,583
51,565
111,503
29,645
3,421
26,224
1.54
1.54
$
$
$
$
86,930
1,226
88,156
3,948
84,208
2,215
1,226
80,767
51,746
109,447
23,066
12,203
10,863
0.64
0.64
$
$
$
$
81,154
1,011
82,165
3,189
78,976
819
1,011
77,146
53,681
113,214
17,613
5,867
11,746
0.69
0.69
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. We provide an analysis of our net interest income, including
average yields and rates in Tables 2 and 3 below. We provide this information on a "taxable equivalent" basis to reflect the tax-
exempt status of income earned on certain loans and investments.
In 2018, our taxable equivalent net interest income increased $9.0 million, or 10.6%. This follows increases of $5.2 million, or
6.6% and $2.0 million, or 2.6%, in 2017 and 2016, respectively. The year-over-year increases generally resulted from growth in
our loan and investment portfolios. In 2017 and 2018, the increase also reflected favorable repricing of our adjustable and variable
rate earning assets, partially offset by an increase in our negotiated rate deposits.
For 2018, taxable equivalent interest income increased $11.9 million, or 13.5%, over 2017. In 2017, taxable equivalent interest
income increased $6.0 million, or 7.3%, over 2016. The increases in both comparisons were primarily due to higher balances in
the loan and investment portfolios coupled with higher rates.
Interest expense increased $2.9 million, or 74.5%, from 2017 to 2018, and increased $0.8 million, or 23.8%, from 2016 to 2017.
The increase over both prior periods primarily reflected increases to our negotiated rate deposits which are tied to an adjustable
rate index. Our cost of funds increased 11 basis points to 27 basis points in 2018 compared to 2017 and increased three basis
points over 2016 to 16 basis points in 2017. The increased cost of funds over both prior periods was primarily due to higher
interest rates paid on our negotiated rate products due to the recent rising interest rate environment.
Our interest rate spread (defined as the taxable-equivalent yield on average earning assets less the average rate paid on interest
bearing liabilities) increased 18 basis points in 2018 compared to 2017 and increased nine basis points in 2017 compared to 2016.
Our net interest margin (defined as taxable-equivalent interest income less interest expense divided by average earning assets) of
3.64% in 2018 was a 27 basis point increase over 2017. The net interest margin of 3.37% in 2017 was a 12 basis point increase
over 2016. The increase in interest rate spread and net interest margin over both prior year periods is attributable to rising rates
and an improving mix of earning assets driven by loan growth.
The Federal Open Market Committee (FOMC) increased the federal funds target rate four times in 2018 to end the year with a
target rate in the range of 2.25%-2.50%, which followed three rate increases in 2017. These rate increases have positively affected
our net interest income due to favorable repricing of our variable and adjustable rate earning assets, and our asset sensitive
balance sheet. Although these rate increases resulted in higher rates paid on our negotiated rate deposit products, we continue to
monitor and manage our overall cost of funds. Despite highly competitive loan pricing across most markets, the yield of the
overall loan portfolio has increased year-over-year.
36
We continue to review and implement various loan strategies that align with our overall risk appetite to enhance our
performance. We continue to maintain short duration portfolios on both sides of the balance sheet and believe we are well
positioned to respond to changing market conditions.
Table 2
AVERAGE BALANCES AND INTEREST RATES
(Taxable Equivalent Basis - Dollars
in Thousands)
Average
Balance
Interest
Average
Rate
Average
Balance
Interest
Average
Rate
Average
Balance
Interest
Average
Rate
2018
2017
2016
ASSETS
Loans, Net of Unearned Income(1)(2) $ 1,718,348 $
Taxable Investment Securities
Tax-Exempt Investment Securities(2)
Funds Sold
Total Earning Assets
Cash & Due From Banks
Allowance for Loan Losses
Other Assets
TOTAL ASSETS
641,120
67,037
135,379
2,561,884
51,222
(13,993)
258,035
$ 2,857,148
84,550
12,083
1,006
2,410
100,049
76,385
8,095
1,610
2,066
88,156
4.92 % $ 1,618,583 $
1.88
1.50
1.78
3.91 %
595,790
97,867
189,991
2,502,231
51,091
(13,541)
276,315
$ 2,816,096
4.72 % $ 1,542,232 $
1.36
1.65
1.09
3.52 %
586,284
91,059
212,817
2,432,392
47,447
(14,080)
286,550
$ 2,752,309
73,417
6,317
1,327
1,104
82,165
4.76 %
1.08
1.46
0.52
3.38 %
LIABILITIES
NOW Accounts
Money Market Accounts
Savings Accounts
Time Deposits
Total Interest Bearing Deposits
Short-Term Borrowings
Subordinated Notes Payable
Other Long-Term Borrowings
Total Interest Bearing Liabilities
Noninterest Bearing Deposits
Other Liabilities
TOTAL LIABILITIES
SHAREOWNERS’ EQUITY
TOTAL SHAREOWNERS’
EQUITY
$
781,026 $
251,175
351,341
131,860
1,515,402
10,992
52,887
12,387
1,591,668
907,571
63,045
2,562,284
3,152
675
172
244
4,243
110
2,167
371
6,891
0.40 % $
0.27
0.05
0.18
0.29 %
0.99
4.04
3.00
0.45 %
805,861 $
258,304
323,928
151,301
1,539,394
9,927
52,887
15,174
1,617,382
832,477
82,833
2,532,692
1,094
252
159
284
1,789
82
1,634
443
3,948
0.14 % $
0.10
0.05
0.19
0.12 %
0.82
3.05
2.92
0.25 %
779,764 $
256,265
292,326
168,741
1,497,096
36,762
55,729
23,880
1,613,467
785,689
74,818
2,473,974
292
120
144
323
879
148
1,434
728
3,189
0.04 %
0.05
0.05
0.19
0.06 %
0.40
2.53
3.05
0.20 %
294,864
283,404
278,335
TOTAL LIABILITIES & EQUITY $ 2,857,148
$ 2,816,096
$ 2,752,309
Interest Rate Spread
Net Interest Income
Net Interest Margin(3)
$
93,158
3.46 %
3.64 %
$
84,208
3.27 %
3.37 %
$
78,976
3.18 %
3.25 %
(1) Average balances include nonaccrual loans. Interest income includes loan fees of $1.0 million for 2018, $0.7 million for 2017, and $0.8 million for 2016.
(2) Interest income includes the effects of taxable equivalent adjustments using a 21% tax rate for 2018 and a 35% tax rate for 2017 and 2016.
(3) Taxable equivalent net interest income divided by average earning assets.
37
Table 3
RATE/VOLUME ANALYSIS(1)
(Taxable Equivalent Basis -
Dollars in Thousands)
Earnings Assets:
Loans, Net of Unearned Interest(2)
Investment Securities:
Taxable
Tax-Exempt(2)
Funds Sold
Total
Interest Bearing Liabilities:
NOW Accounts
Money Market Accounts
Savings Accounts
Time Deposits
Short-Term Borrowings
Subordinated Notes Payable
Other Long-Term Borrowings
Total
2018 vs. 2017
Increase (Decrease) Due to Change In
Volume
Total
Rate
2017 vs. 2016
Increase (Decrease) Due to Change In
Calendar(3) Volume
Rate
Total
$
8,165
$
4,708
$
3,457
$
2,968
$
(201) $
3,836
$
(667)
3,988
(604)
344
11,893
2,058
423
13
(40)
28
533
(72)
2,943
616
(507)
(594)
4,223
(34)
(7)
13
(36)
9
-
(81)
(136)
3,372
(97)
938
7,670
2,092
430
-
(4)
19
533
9
3,079
1,778
283
962
5,991
802
132
15
(39)
(66)
200
(285)
759
(14)
(3)
(2)
(220)
119
103
(115)
3,943
(1)
-
-
(1)
-
(4)
(3)
(9)
11
1
16
(32)
(108)
(69)
(262)
(443)
1,673
183
1,079
2,268
792
131
(1)
(6)
42
273
(20)
1,211
Changes in Net Interest Income
$
8,950
$
4,359
$
4,591
$
5,232
$
(211) $
4,386
$
1,057
(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 interest 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 21% tax rate to adjust interest for 2018 and
a 35% tax rate for 2017 to adjust interest on tax-exempt loans and securities to a taxable equivalent basis.
(3) Reflects change due to one extra calendar day in 2016.
Provision for Loan Losses
Our provision for loan loss was $2.9 million for 2018 compared to $2.2 million for 2017 and $0.8 million in 2016. The increase
in 2018 was driven by growth of our loan portfolio. The increase in 2017 reflected higher net loan charge-offs and growth of our
loan portfolio. We discuss these trends in further detail below under Risk Element Assets and Allowance for Loan Losses.
Noninterest Income
For 2018, noninterest income totaled $51.6 million, a $0.2 million, or 0.3%, decrease from 2017, and reflected lower mortgage
banking fees of $1.0 million, partially offset by higher other income of $0.4 million and wealth management fees of $0.4 million.
The lower level of mortgage banking fees was due to a reduction in the volume of loans sold in secondary market as adjustable
rate loan production picked up momentum and is being retained in our loan portfolio instead of sold on the secondary market.
Total residential loan production (secondary market sales and portfolio) during 2018 was comparable to 2017. The increase in
other income reflected higher signing bonus income from processing contracts and miscellaneous income. The increase in wealth
management fees was attributable to higher trust fees and reflected growth in assets under management.
38
For 2017, noninterest income totaled $51.7 million, a decrease of $1.9 million, or 3.6%, from 2016 attributable to lower other
income of $2.7 million and deposit fees of $1.0 million, partially offset by higher wealth management fees of $1.2 million and
mortgage banking fees of $0.6 million. The decrease in other income was attributable to a $2.5 million gain from the partial
retirement of our trust preferred securities in the second quarter of 2016. Lower fees related to data processing services provided
to third parties also contributed to the decrease and reflected the discontinuance of this line of business over the past two years
with our last client discontinuing service in the fourth quarter of 2017. The reduction in deposit fees reflected lower utilization of
our overdraft service product. Growth in assets under management as well as improved sales efforts have resulted in strong
growth in wealth management fees. Strong home sales in our markets and a growing market share of residential loan production
drove the improvement in mortgage banking fees.
Noninterest income as a percent of total operating revenues (net interest income plus noninterest income) was 35.79% in 2018,
38.41% in 2017, and 40.78% in 2016. The decline in this metric over the last three years was attributable to growth in net interest
income as a component of operating revenues.
The table below reflects the major components of noninterest income.
(Dollars in Thousands)
Deposit Fees
Bank Card Fees
Wealth Management Fees
Mortgage Banking Fees
Other
Total Noninterest Income
2018
2017
2016
20,093
11,378
8,711
4,735
6,648
51,565
$
$
20,335
11,191
8,284
5,754
6,182
51,746
$
$
21,332
11,221
7,029
5,192
8,907
53,681
$
$
Various significant components of noninterest income are discussed in more detail below.
Deposit Fees. For 2018, deposit fees (service charge fees, insufficient fund/overdraft fees (“NSF/OD”), and business account
analysis fees) totaled $20.1 million compared to $20.3 million in 2017 and $21.3 million in 2016. The $0.2 million, or 1.2%,
decrease in 2018 reflected lower NSF/OD fees that were significantly offset by higher service charge fees. In mid-2018, we
introduced a new fee-based checking account line-up which has enhanced our service charge fees and stabilized our total deposit
fee revenues. The decrease in 2017 was due to a lower level of NSF/OD fees attributable to a reduction in the number of accounts
using our overdraft protection service and lower utilization by existing users reflecting improved financial management by our
clients.
Bank Card Fees. Bank card fees totaled $11.4 million in 2018 compared to $11.2 million in 2017 and 2016. We have
implemented initiatives over the past three years aimed at stabilizing our bank card fee revenues and in 2018 realized growth.
The aforementioned new checking account line-up introduced in mid-2018 will continue to have a favorable impact on this fee
source as well as strategies aimed at acquiring new deposit relationships.
Wealth Management Fees. Wealth management fees including both trust fees (i.e., managed accounts and trusts/estates) and
retail brokerage fees (i.e., investment, insurance products, and retirement accounts) totaled $8.7 million in 2018 compared to $8.3
million in 2017 and $7.0 million in 2016. The growth in fees for both 2018 and 2017 was attributable to growth in assets under
management. At December 31, 2018, total assets under management were approximately $1.500 billion compared to $1.418
billion at December 31, 2017 and $1.192 billion at December 31, 2016.
Mortgage Banking Fees. Mortgage banking fees totaled $4.7 million in 2018 compared to $5.8 million in 2017 and $5.2 million
in 2016. The decrease in 2018 was attributable to a reduction in the volume of loans sold in secondary market as adjustable rate
loan production has picked up momentum and is being retained in our loan portfolio instead of sold on the secondary market.
Total residential loan production (secondary market sales and portfolio) during 2018 was comparable to 2017. The increase in
2017 reflected strong home sales in our markets and a growing market share of residential loan production. Refinancing activity
represented 11% of our loan production in 2018 and 2017compared to 20% for 2016. Market conditions, housing activity, the
level of interest rates and the mix of our fixed-rate and variable rate production have significant impacts on our mortgage banking
fees.
39 Other. Other noninterest income totaled $6.6 million in 2018 compared to $6.2 million in 2017 and $8.9 million in 2016. The
$0.4 million, or 7.5%, increase over 2017 reflected higher signing bonus income from processing contracts that have been
renegotiated and miscellaneous income. The decrease in 2017 was attributable to a $2.5 million gain from the partial retirement
of our trust preferred securities in the second quarter of 2016. Lower fees related to data processing services provided to third
parties also contributed to the decrease and reflected the discontinuance of this line of business over the two year period (2016-
2017) with our last client discontinuing service in the fourth quarter of 2017.
Noninterest Expense
For 2018, noninterest expense totaled $111.5 million, an increase of $2.1 million, or 1.9%, over 2017 attributable to higher
compensation expense of $1.6 million and occupancy expense of $0.7 million, partially offset by lower other expense of $0.2
million. Higher salary expense, primarily cash incentives, drove the increase in compensation expense. Occupancy expense
increased due to higher equipment/software maintenance agreement expense and to a lesser extent an increase in building
maintenance costs (partly related to Hurricane Michael). The decrease in other expense was primarily attributable to lower
OREO expense of $1.6 million, partially offset by higher professional fees of $1.3 million. Higher net gains from property sales
drove the improvement in OREO expense. The increase in professional fees reflected costs associated with several consulting
projects, including both profit enhancements projects and the upgrading of ancillary systems, all of which were complete at the
end of the third quarter of 2018.
For 2017, noninterest expense totaled $109.4 million, a decrease of $3.8 million, or 3.3%, from 2016 attributable to lower other
expense of $2.9 million (primarily OREO, legal, and FDIC insurance), occupancy expense of $0.5 million, and compensation
expense of $0.4 million. All OREO expense categories (gain/loss on sale, carrying costs, and valuation adjustments) declined as
we continued efforts to liquidate our remaining properties. Legal and FDIC insurance expense declined as expected as these
categories return closer to our historical norm, post-recession. The decrease in occupancy expense reflected our continuing
efforts to optimize our banking office structure and operational processes. The decrease in compensation expense reflected lower
salary expense of $1.2 million, partially offset by higher associate benefit expense of $0.8 million.
Our operating efficiency ratio (expressed as noninterest expense as a percent of taxable equivalent net interest income plus
noninterest income) was 77.05%, 80.50% and 85.34% in 2018, 2017 and 2016, respectively. Improved operating leverage
primarily attributable to growth in net interest income has driven the improvement for all respective years.
Expense management is an important part of our culture and strategic focus. We will continue to review and evaluate
opportunities to optimize our operations, reduce operating costs and manage our discretionary expenses.
40 The table below reflects the major components of noninterest expense.
(Dollars in Thousands)
Salaries
Associate Benefits
Total Compensation
Premises
Equipment
Total Occupancy
Legal Fees
Professional Fees
Processing Services
Advertising
Travel and Entertainment
Printing and Supplies
Telephone
Postage
Insurance – Other
Other Real Estate, Net
Miscellaneous
Total Other Expense
$
2018
2017
2016
$
48,087
15,834
63,921
8,913
9,590
18,503
2,055
5,003
5,978
1,611
974
642
2,224
703
1,625
(442)
8,706
29,079
$
46,421
15,892
62,313
8,790
9,047
17,837
1,933
3,689
6,253
1,731
868
631
2,405
764
1,626
1,135
8,262
29,297
47,610
15,124
62,734
9,047
9,249
18,296
2,311
3,424
6,471
1,702
889
710
2,296
891
2,060
3,649
7,781
32,184
Total Noninterest Expense
$
111,503
$
109,447
$
113,214
Various significant components of noninterest expense are discussed in more detail below.
Compensation. Compensation expense totaled $63.9 million in 2018, $62.3 million in 2017, and $62.7 million in 2016. For
2018, the $1.6 million, or 2.6%, increase over 2017 reflected higher salary expense of $1.7 million, partially offset by lower
associate benefit expense of $0.1 million. A higher level of cash incentives which reflected improved financial performance drove
a significant portion of the increase in salary expense. Slightly higher base salaries and contractual employment also contributed
to the increase, but to a lesser extent.
For 2017, the $0.4 million, or 0.7%, decrease from 2016 reflected lower salary expense of $1.2 million, partially offset by higher
associate benefit expense of $0.8 million. Continued headcount attrition drove the decline in salary expense and the increase in
associate benefit expense reflected higher pension plan expense attributable to utilization of a lower discount rate for plan
liabilities and to a lesser extent higher associate insurance expense and stock compensation expense.
Occupancy. Occupancy expense (including premises and equipment) totaled $18.5 million for 2018, $17.8 million for 2017, and
$18.3 million for 2016. For 2018, the $0.7 million, or 3.7%, increase over 2017 was attributable to higher equipment/software
maintenance agreement expense and to a lesser extent an increase in building maintenance costs (partly related to Hurricane
Michael). For 2017, the $0.5 million, or 2.5%, decrease from 2016 generally reflected our continuing efforts to optimize our
banking office structure and operational processes.
Other. Other noninterest expense totaled $29.1 million in 2018, $29.3 million in 2017, and $32.2 million in 2016. For 2018, the
$0.2 million, or 0.7%, decrease primarily reflected lower OREO expense of $1.6 million, partially offset by higher professional
fees of $1.3 million. A higher level of net gains (higher gains of $1.2 million and lower losses of $0.2 million) from the sale of
properties drove the reduction in OREO expense. During 2018, we sold a banking office in our Tallahassee market which
resulted in a $2.0 million gain. The increase in professional fees reflected costs associated with several consulting projects,
including both profit enhancements projects and the upgrading of ancillary systems, all of which were essentially complete at the
end of the third quarter of 2018.
41 For 2017, the $2.9 million, or 9.0%, decrease was primarily attributable to lower OREO expense of $2.5 million, FDIC insurance
fees of $0.4 million, and legal fees of $0.4 million. Lower valuation adjustments of $1.0 million, and net gains from the sale of
properties of $1.4 million (higher gains of $0.6 million and lower losses of $0.8 million) drove the reduction in OREO expense.
The reduction in FDIC insurance fees reflected a reduction in our premium. Legal expense declined due to a lower level of
support needed for problem loan resolutions.
Income Taxes
For 2018, we realized income tax expense of $3.4 million (12% effective rate) compared to $12.2 million (53% effective rate) for
2017 and $5.9 million (33% effective rate) for 2016. On December 22, 2017, the Tax Act was signed into law. Among other
things, the Tax Act reduced our corporate federal tax rate from 35% to 21% effective January 1, 2018. As a result, we were
required to re-measure, through income tax expense, our deferred tax assets and liabilities using the enacted rate at which we
expect them to be recovered or settled. We recorded an adjustment in the amount of $4.1 million in the fourth quarter of 2017 for
the re-measurement of our deferred tax inventory. Income tax expense for 2017 also included a $0.3 million write-off of a
deferred tax asset related to a cancelled stock award as well as income tax benefits of $0.2 million related to stock-based
compensation awards. During 2018, income tax expense included four discrete tax benefit items totaling $3.6 million resulting
from the effect of the Tax Act. Three discrete items totaling $3.3 million related to pension plan contributions made in 2018 for
the plan year 2017. In addition, we realized a discrete tax item for $0.3 million related to a tax accounting method change, for a
cost segregation and depreciation analysis for various properties we own which was filed with the extended 2017 tax return.
Excluding discrete items, our effective tax rate was 24% for 2018 and 36% for 2017. Absent future discrete events, we anticipate
that our effective tax will approximate 24%.
FINANCIAL CONDITION
Average assets totaled approximately $2.857 billion for 2018, an increase of $41.1 million, or 1.5%, over 2017. Average earning
assets were approximately $2.562 billion for 2018, an increase of $59.7 million, or 2.4% over 2017. Year-over-year, average
overnight funds decreased $54.6 million, while investment securities increased $14.5 million and average loans were higher by
$99.8 million. We discuss these variances in more detail below.
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 interest earning assets over the last three years.
Loans
In 2018, average loans increased $99.8 million, or 6.2%, compared to an increase of $76.4 million, or 5.0%, in 2017. Loans as a
percentage of average earning assets increased to 67.1% in 2018 compared to 64.7% in 2017 and 63.4% in 2016. Year-over-year
average balances in the loan portfolio experienced increases in all loan categories except home equity loans. Over the course of
2018, we purchased both adjustable rate residential loans and fixed and adjustable rate commercial real estate loan pools totaling
$26.1 million based on principal balances at the time of purchase.
We continue to make minor modifications on some of our lending programs to try and mitigate the impact that consumer and
business deleveraging has had on our portfolio. These programs, coupled with economic improvements in our anchor markets
and loan purchases, have helped to increase overall loan growth.
We originate mortgage loans secured by 1-4 family residential properties through our Residential Real Estate line of business, a
majority of which are fixed-rate loans that are sold into the secondary market to third party purchasers on a best efforts delivery
basis with servicing released. A majority of our adjustable rate loans are retained in our loan portfolio.
42 Table 4
SOURCES OF EARNING ASSET GROWTH
(Average Balances – Dollars In Thousands)
Loans:
Commercial, Financial, and Agricultural
Real Estate – Construction
Real Estate – Commercial Mortgage
Real Estate – Residential
Real Estate – Home Equity
Consumer
Total Loans
Investment Securities:
Taxable
Tax-Exempt
Total Securities
2017 to
2018
Change
Percentage
Total
Change
Components of
Average Earning Assets
2017
2018
2016
$
$
$
1,729
19,438
52,978
19,814
(11,225)
17,031
99,765
45,330
(30,830)
14,500
2.9 %
32.6
88.7
33.2
(18.8)
28.6
167.2 %
76.0 %
(51.7)
24.3
8.7 %
3.3
22.1
13.2
8.5
11.3
67.1 %
25.0 %
2.6
27.6
8.8 %
2.6
20.5
12.7
9.2
10.9
64.7 %
23.8 %
3.9
27.7
8.5 %
2.1
20.3
12.5
9.6
10.4
63.4 %
24.1 %
3.8
27.9
Funds Sold
(54,612)
(91.5)
5.3
7.6
8.7
Total Earning Assets
$
59,653
100.0 %
100.0 %
100.0 %
100.0 %
Our average loan-to-deposit ratio increased to 70.9% in 2018 from 67.1% in 2017. The higher loan-to-deposit ratio reflects
stronger growth in our average loan balances relative to the growth in average deposit balances.
The composition of our loan portfolio at December 31st for each of the past five years is shown in Table 5. Table 6 arrays our
total loan portfolio as of December 31, 2018, by maturity period. As a percentage of the total portfolio, loans with fixed interest
rates represented 38.6% as of December 31, 2018, compared to 37.2% on December 31, 2017. The higher ratio was primarily due
to increases in fixed rate commercial mortgage and residential loans and, to a lesser extent, a decline in variable rate home equity
lines of credit.
Table 5
LOANS BY CATEGORY
(Dollars in Thousands)
Commercial, Financial and Agricultural
Real Estate – Construction
Real Estate – Commercial Mortgage
Real Estate – Residential(1)
Real Estate – Home Equity
Consumer
Total Loans, Net of Unearned Income
2018
233,689
89,527
602,061
349,084
210,111
296,622
1,781,094
$
$
2017
218,166
77,966
535,707
316,723
229,513
280,234
1,658,309
$
$
2016
216,404
59,147
503,978
291,691
236,512
264,443
1,572,175
$
$
2015
179,816
47,402
499,813
301,299
233,901
241,676
1,503,907
$
$
2014
136,925
43,472
510,120
304,781
229,572
217,192
1,442,062
$
$
(1) Includes loans held for sale
43 Table 6
LOAN MATURITIES
(Dollars in Thousands)
Commercial, Financial and Agricultural
Real Estate – Construction
Real Estate – Commercial Mortgage
Real Estate – Residential
Real Estate – Home Equity
Consumer(1)
Total
Loans with Fixed Rates
Loans with Floating or Adjustable Rates
Total
Maturity Periods
Over One
Through Five
Years
Over
Five Years
One Year
or Less
$
$
$
$
56,382
52,388
46,032
20,094
2,903
12,435
190,234
87,575
102,659
190,234
$
$
$
$
139,281
6,725
92,132
26,410
47,304
260,317
572,169
447,213
124,956
572,169
$
$
$
$
38,026
30,414
463,897
302,580
159,904
23,870
1,018,691
153,475
865,216
1,018,691
$
$
$
$
Total
233,689
89,527
602,061
349,084
210,111
296,622
1,781,094
688,263
1,092,831
1,781,094
(1)Demand loans and overdrafts are reported in the category of one year or less.
Risk Element Assets
Risk element assets consist of nonaccrual loans, OREO, troubled debt restructurings (“TDRs”), past due loans, potential problem
loans, and loan concentrations. Table 7 depicts certain categories of our risk element assets as of December 31st for each of the
last five years. Activity within our nonperforming asset portfolio is provided below in Table 8.
Nonperforming assets (nonaccrual loans and OREO) totaled $9.1 million at December 31, 2018 compared to $11.1 million at
December 31, 2017. Nonaccrual loans totaled $6.9 million at December 31, 2018, a $0.3 million decrease from December 31,
2017. Nonaccrual loan additions totaled $12.2 million for 2018 compared to $14.1 million for 2017. The balance of OREO
totaled $2.2 million at December 31, 2018, a decrease of $1.7 million December 31, 2017. For 2018, we disposed of properties
totaling $2.8 million compared to $7.5 million in 2017. Nonperforming assets represented 0.31% of total assets at December 31,
2018 compared to 0.38% at December 31, 2017.
44
Table 7
RISK ELEMENT ASSETS
(Dollars in Thousands)
Nonaccruing Loans:
2018
2017
2016
2015
2014
Commercial, Financial and Agricultural
Real Estate – Construction
Real Estate – Commercial Mortgage
Real Estate – Residential
Real Estate – Home Equity
Consumer
Total Nonperforming Loans (“NPLs”)(1)
Other Real Estate Owned
Total Nonperforming Assets (“NPAs”)
Past Due Loans 30 – 89 Days
Past Due Loans 90 Days or More (accruing)
Performing Troubled Debt Restructurings
$
$
$
$
$
267
722
2,860
2,119
584
320
6,872
2,229
9,101
4,757
-
22,084
$
$
$
$
$
629
298
2,370
1,938
1,748
176
7,159
3,941
11,100
4,543
36
32,164
$
$
$
$
$
468
311
3,410
2,330
1,774
240
8,533
10,638
19,171
6,438
-
38,233
$
$
$
$
$
96
97
4,191
4,739
1,017
165
10,305
19,290
29,595
5,775
-
35,634
$
$
$
$
$
507
424
5,806
6,737
2,544
751
16,769
35,680
52,449
6,792
-
44,409
Nonperforming Loans/Loans
Nonperforming Assets/Total Assets
Nonperforming Assets/Loans Plus OREO
Allowance/Nonperforming Loans
0.39 %
0.31
0.51
206.79 %
0.43 %
0.38
0.67
185.87 %
0.54 %
0.67
1.21
157.40 %
0.69 %
1.06
1.94
135.40 %
1.16 %
2.00
3.55
104.60 %
(1) Nonaccrual TDRs totaling $2.6 million, $2.3 million, and $1.7 million are included in NPLs for December 31, 2018,
December 31, 2017 and December 31, 2016, respectively.
Table 8
NONPERFORMING ASSET ACTIVITY
(Dollars in Thousands)
NPA Beginning Balance:
Change in Nonaccrual Loans:
Beginning Balance
Additions
Charge-Offs
Transferred to OREO
Paid Off/Payments
Restored to Accrual
Ending Balance
Change in OREO:
Beginning Balance
Additions(1)
Valuation Write-downs
Sales
Other
Ending Balance
NPA Net Change
NPA Ending Balance
2018
2017
$
11,100
$
19,171
7,159
12,229
(2,649)
(1,452)
(3,400)
(5,015)
6,872
3,941
2,140
(1,046)
(2,793)
(13)
2,229
(1,999)
9,101
$
$
8,533
14,122
(2,912)
(1,402)
(4,440)
(6,742)
7,159
10,638
2,384
(1,318)
(7,496)
(267)
3,941
(8,071)
11,100
(1) The difference in OREO additions and nonaccrual loans transferred to OREO represents loans migrating to OREO status
that were not in a nonaccrual status in prior period.
45 Nonaccrual Loans. Nonaccrual loans totaled $6.9 million at December 31, 2018, a decrease of $0.3 million from December 31,
2017. Gross additions to nonaccrual status during 2018 totaled $12.2 million compared to $14.1 million in 2017.
Generally, loans are placed on nonaccrual status if principal or interest payments become 90 days past due or management deems
the collectability of the principal and interest to be doubtful. Once a loan is placed in nonaccrual status, all previously accrued
and uncollected interest is reversed against interest income. Interest income on nonaccrual loans is recognized when the ultimate
collectability is no longer considered doubtful. Loans are returned to accrual status when the principal and interest amounts
contractually due are brought current or when future payments are reasonably assured. If interest on our loans classified as
nonaccrual during 2018 had been recognized on a fully accruing basis, we would have recorded an additional $0.4 million of
interest income for the year ended December 31, 2018.
Other Real Estate Owned. OREO represents property acquired as the result of borrower defaults on loans or by receiving a deed
in lieu of foreclosure. OREO is recorded at the lower of cost or estimated fair value, less estimated selling costs, at the time of
foreclosure. Write-downs occurring at foreclosure are charged against the allowance for loan losses. On an ongoing basis,
properties are either revalued internally or by a third party appraiser as required by applicable regulations. Subsequent declines in
value are reflected as other noninterest expense. Carrying costs related to maintaining the OREO properties are expensed as
incurred and are also reflected as other noninterest expense.
OREO totaled $2.2 million at December 31, 2018 versus $3.9 million at December 31, 2017. During 2018, we added properties
totaling $2.1 million, sold properties totaling $2.8 million, and recorded valuation adjustments totaling $1.0 million. For 2017,
we added properties totaling $2.4 million, sold properties totaling $7.5 million, recorded valuation adjustments totaling $1.3
million, and miscellaneous adjustments totaling $0.3 million.
The composition of our OREO portfolio as of December 31 is provided in the table below.
(Dollars in Thousands)
Lots/Land
Residential 1-4
Commercial Building
Other
Total OREO
2018
2017
1,030
655
64
480
2,229
$
$
2,435
187
450
869
3,941
$
$
Troubled Debt Restructurings. TDRs are loans on which, due to the deterioration in the borrower’s financial condition, the
original terms have been modified and deemed a concession to the borrower. From time to time we will modify a loan as a
workout alternative. Most of these instances involve an extension of the loan term, an interest rate reduction, or a principal
moratorium. A TDR classification can be removed if the borrower’s financial condition improves such that the borrower is no
longer in financial difficulty, the loan has not had any forgiveness of principal or interest, and the loan is subsequently refinanced
or restructured at market terms and qualifies as a new loan.
Loans classified as TDRs at December 31, 2018 totaled $24.7 million compared to $34.5 million at December 31, 2017.
Accruing TDRs made up approximately $22.1 million, or 89%, of our TDR portfolio at December 31, 2018 of which $0.5 million
was over 30 days past due. The weighted average rate for the loans within the accruing TDR portfolio was 5.5%. During 2018,
we modified 6 loan contracts totaling approximately $0.7 million. Our TDR default rate (default balance as a percentage of
average TDRs) in 2017 and 2018 was 7% and 4%, respectively.
46 The composition of our TDR portfolio as of December 31 is provided in the table below.
2018
2017
(Dollars in Thousands)
Commercial, Financial and Agricultural
Real Estate – Construction
Real Estate – Commercial Mortgage
Real Estate – Residential
Real Estate – Home Equity
Consumer
Total TDRs
Accruing
873
59
9,910
9,234
1,920
88
22,084
$
$
Nonaccruing(1)
-
$
-
1,239
1,222
179
-
2,640
$
(1) Nonaccruing TDRs are included in NPL totals and NPA/NPL ratio calculations.
Activity within our TDR portfolio is provided in the table below.
(Dollars in Thousands)
TDR Beginning Balance:
Additions
Charge-Offs
Paid Off/Payments
Removal Due to Change in TDR Status
Transferred to OREO
TDR Ending Balance
Accruing
822
64
17,058
11,666
2,441
113
32,164
Nonaccruing(1)
-
$
-
1,636
503
186
-
2,325
$
2018
2017
34,489
676
(555)
(7,327)
(2,451)
(108)
24,724
$
$
39,976
643
(529)
(5,476)
-
(125)
34,489
$
$
$
$
Past Due Loans. A loan is defined as a past due loan when one full payment is past due or a contractual maturity is over 30 days
past due. Past due loans at December 31, 2018 totaled $4.8 million compared to $4.6 million at December 31, 2017.
Potential Problem Loans. 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. At December 31, 2018, we had $4.0 million in
loans of this type which were not included in either of the nonaccrual, TDR or 90 day past due loan categories compared to $1.9
million at December 31, 2017. Management monitors these loans closely and reviews their performance on a regular basis.
Loan Concentrations. Loan concentrations exist when there are amounts loaned to multiple 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 our markets and the relatively close proximity of the markets, we have both
geographic concentrations as well as concentrations in the types of loans funded. Specifically, due to the nature of our markets, a
significant portion of our loan portfolio has historically been secured with real estate, approximately 70% at December 31, 2018
and December 31, 2017. The primary types of real estate collateral are commercial properties and 1-4 family residential
properties. At December 31, 2018, commercial real estate and residential real estate mortgage loans (including home equity
loans) accounted for 33.9% and 33.1%, respectively, of the total loan portfolio.
The following table summarizes our real estate loan portfolio as segregated by the type of property. Property type concentrations
are stated as a percentage of December 31st total real estate loans.
2018
2017
Vacant Land, Construction, and Land Development
Improved Property
Total Real Estate Loans
11.0 %
26.0
37.0 %
Investor
Real Estate
Owner
Occupied
Real Estate
-
63.0 %
63.0 %
Investor
Real Estate
11.2 %
23.6
34.8 %
Owner
Occupied
Real Estate
-
65.2 %
65.2 %
A major portion of our real estate loan portfolio is centered in the owner occupied category which carries a lower risk of non-
collection than certain segments of the investor category. Approximately 59% of the land/construction category was secured by
residential real estate at December 31, 2018.
47
Allowance for Loan Losses
We believe that we maintain our allowance for loan losses at a level sufficient to provide for probable credit losses inherent in the
loan portfolio as of the balance sheet date. Credit losses arise from the borrowers’ inability or unwillingness to repay, and from
other risks inherent in the lending process including collateral risk, operations risk, concentration risk, and economic risk. We
consider all of these risks of lending when assessing the adequacy of our allowance. The allowance for loan losses is established
through a provision charged to expense. Loans are charged-off against the allowance when losses are probable and reasonably
quantifiable. Our allowance for loan losses is based on management's judgment of overall credit quality, which is a significant
estimate based on a detailed analysis of the loan portfolio. Our allowance can and will change based on revisions to our
assessment of our loan portfolio's overall credit quality and other risk factors both internal and external to us.
We evaluate the adequacy of the allowance for loan losses on a quarterly basis. The allowance consists of two components. The
first component consists of amounts reserved for impaired loans. A loan is deemed impaired when, based on current information
and events, it is probable that the bank will not be able to collect all amounts due (principal and interest payments), according to
the contractual terms of the loan agreement. Loans are monitored for potential impairment through our ongoing loan review
procedures and portfolio analysis. Classified loans and past due loans over a specific dollar amount, and all troubled debt
restructurings are individually evaluated for impairment.
The approach for assigning reserves for the impaired loans is determined by the dollar amount of the loan and loan type.
Impairment measurement for loans over a specific dollar are assigned on an individual loan basis with the amount reserved
dependent on whether repayment of the loan is dependent on the liquidation of collateral or from some other source of repayment.
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 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 for individually measured impaired loans are sensitive to the extent market conditions or the actual timing of
cash receipts change. Impairment reserves for smaller-balance loans under a specific dollar amount are assigned on a pooled
basis utilizing loss factors for impaired loans of a similar nature.
The second component is a general reserve on all loans other than those identified as impaired. General reserves are assigned to
various homogenous loan pools, including commercial, commercial real estate, construction, residential 1-4 family, home equity,
and consumer. General reserves are assigned based on historical loan loss ratios determined by loan pool and internal risk ratings
that are adjusted for various internal and external risk factors unique to each loan pool.
Table 9 analyzes the activity in the allowance over the past five years.
For 2018, our net loan charge-offs totaled $2.0 million, or 0.12%, of average loans, compared to $2.3 million, or 0.14%, for 2017,
and $1.3 million, or 0.09%, for 2016. The slight decrease in 2018 reflected a higher level of loan loss recoveries as gross loan
losses remained stable. The increase in 2017 was primarily attributable to a lower level of loan loss recoveries which fluctuate
over time. At December 31, 2018, the allowance for loan losses of $14.2 million was 0.80% of outstanding loans (net of
overdrafts) and provided coverage of 207% of nonperforming loans compared to 0.80% and 186%, respectively, at December 31,
2017, and 0.86% and 157%, respectively, at December 31, 2016.
Table 10 provides an allocation of the allowance for loan losses to specific loan types for each of the past five years.
The allowance for loan losses totaled $14.2 million at December 31, 2018 compared to $13.3 million at December 31, 2017 and
$13.4 million at December 31, 2016. The increase in 2018 reflected a $2.6 million increase in general reserves partially offset by
a $1.7 million decrease in impaired loan reserves. Growth in our loan portfolio drove the increase in general reserves and lower
impaired loan balances drove the reduction in impaired loan reserves. The slight decrease in 2017 was primarily attributable to a
decline in general reserves due to favorable problem loan migration and improving risk factors within our loan portfolio. We
believe our allowance at December 31, 2018 was adequate to absorb probable losses inherent in our loan portfolio.
48
Table 9
ANALYSIS OF ALLOWANCE FOR LOAN LOSSES
(Dollars in Thousands)
Balance at Beginning of Year
Charge-Offs:
Commercial, Financial and Agricultural
Real Estate – Construction
Real Estate – Commercial
Real Estate – Residential
Real Estate – Home Equity
Consumer
Total Charge-Offs
Recoveries:
Commercial, Financial and Agricultural
Real Estate – Construction
Real Estate – Commercial
Real Estate – Residential
Real Estate – Home Equity
Consumer
Total Recoveries
Net Charge-Offs
Provision for Loan Losses
2018
2017
2016
2015
2014
$
13,307
$
13,431
$
13,953
$
17,539
$
23,095
644
7
315
780
533
2,395
4,674
459
26
373
643
191
964
2,656
2,018
2,921
1,357
-
685
411
190
2,193
4,836
313
50
174
616
219
1,125
2,497
2,339
2,215
861
-
349
899
450
2,127
4,686
337
-
408
1,231
409
960
3,345
1,341
819
1,029
-
1,250
1,852
1,403
1,901
7,435
239
-
183
705
136
992
2,255
5,180
1,594
871
28
3,788
2,160
1,379
1,820
10,046
214
9
468
752
141
1,001
2,585
7,461
1,905
Balance at End of Year
$
14,210
$
13,307
$
13,431
$
13,953
$
17,539
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
0.12 %
0.14 %
0.09 %
0.35 %
0.53 %
0.80 %
0.8 %
0.86 %
0.93 %
1.22 %
7.04 x
5.69 x
10.02 x
2.69 x
2.35 x
49
Table 10
ALLOCATION OF ALLOWANCE FOR LOAN LOSSES
2018
2017
2016
2015
2014
Percent
of Loans
in Each
Category
To Total
Loans
Allow-
ance
Amount
Percent
of Loans
in Each
Category
To Total
Loans
Allow-
ance
Amount
Percent
of Loans
in Each
Category
To Total
Loans
Allow-
ance
Amount
Percent
of Loans
in Each
Category
To Total
Loans
Allow-
ance
Amount
Percent
of Loans
in Each
Category
To Total
Loans
Allow-
ance
Amount
$
1,434
13.1 % $
1,191
13.2 % $
1,198
13.8 % $
905
12.0 % $
784
9.5 %
280
4,181
3,400
2,301
2,614
5.0
33.8
19.6
11.8
16.7
122
4,346
3,206
2,506
1,936
4.7
32.3
19.1
13.8
16.9
168
4,315
3,445
2,297
2,008
3.7
32.1
18.6
15.0
16.8
101
4,498
4,409
2,473
1,567
3.1
33.2
20.0
15.6
16.1
843
5,287
6,520
2,882
1,223
3.0
35.4
21.1
15.9
15.1
(Dollars in Thousands)
Commercial, Financial
and Agricultural
Real Estate:
Construction
Commercial
Residential
Home Equity
Consumer
Total
$ 14,210
100.0 % $ 13,307
100.0 % $ 13,431
100.0 % $ 13,953
100.0 % $ 17,539
100.0 %
Investment Securities
In 2018, our average investment portfolio balance increased $14.5 million, or 2.1%, from 2017 and increased $16.3 million, or
2.4%, from 2016 to 2017. As a percentage of average earning assets, our investment portfolio represented 27.6% in 2018,
compared to 27.7% in 2017. In both 2017 and 2018, we strategically grew the portfolio to better deploy our liquidity. We
currently believe a relatively short duration investment portfolio offers the flexibility to provide additional liquidity from
maturing bonds, if necessary.
In 2018, average taxable investments increased $45.3 million, or 7.6%, while tax-exempt investments decreased $30.8 million, or
31.5%. Non-taxable investments decreased as the tax-equivalent yield was generally unattractive throughout 2018 given the
changes from the Tax Act in late 2017. We primarily purchased taxable investments as part of our overall investment strategy in
2018. High quality, short-term taxable bonds offered attractive yields during the year, resulting in favorable repricing in the
investment portfolio. At December 31, 2018, municipal securities (taxable and non-taxable) comprised 7.4% of the portfolio. We
may consider the purchase of municipal issues if the yields are attractive given the lower federal tax rate related to the recent
changes under the Tax Act. We may also consider municipal issues that are CRA-eligible investments.
Our investment portfolio is a significant component of our operations and, as such, it functions as a key element of liquidity and
asset/liability management. Two types of classifications are approved for investment securities which are Available-for-Sale
(“AFS”) and Held-for-Maturity (“HTM”). In 2017 and 2018, we purchased securities under both the AFS and HTM designations.
At December 31, 2018, $446.2 million, or 67.2% of our investment portfolio was classified as AFS, with the remaining $217.3
million, or 32.8%, classified as HTM. At December 31, 2017, the AFS and HTM portfolio comprised 68.9% and 31.1%,
respectively. Table 11 provides the composition of our investment securities portfolio.
50
Table 11
INVESTMENT SECURITES COMPOSITION
(Dollars in Thousands)
Available for Sale
U.S. Government Treasury
U.S. Government Agency
States and Political Subdivisions
Mortgage-Backed Securities
Equity Securities
Total
$
Held to Maturity
U.S. Government Treasury
States and Political Subdivisions
Mortgage-Backed Securities
Total
2018
2017
2016
Carrying
Amount
Percent
Carrying
Amount
Percent
Carrying
Amount
Percent
261,849
133,206
42,365
943
7,794
446,157
35,088
6,512
175,720
217,320
39.5 % $
20.1
6.4
0.1
1.2
67.2
5.3
1.0
26.5
32.8
235,341
144,644
91,157
1,185
8,584
480,911
98,256
6,996
111,427
216,679
33.7 % $
20.7
13.1
0.2
1.2
68.9
14.1
1.0
16.0
31.1
286,278
131,640
94,839
1,430
8,547
522,734
119,131
8,175
50,059
177,365
40.9 %
18.8
13.5
0.2
1.2
74.7
17.0
1.2
7.2
25.3
Total Investment Securities
$
663,477
100 % $
697,590
100 % $
700,099
100 %
The classification of a security is determined upon acquisition based on how the purchase will affect our asset/liability strategy
and future business plans and opportunities. Classification determinations will also factor in regulatory capital requirements,
volatility in earnings or other comprehensive income, and liquidity needs. Securities in the AFS portfolio are recorded at fair
value with unrealized gains and losses associated with these securities recorded net of tax, in the accumulated other
comprehensive income (loss) component of shareowners’ equity. Securities designated as HTM are those acquired or owned with
the intent of holding them to maturity (final payment date). HTM investments are measured at amortized cost. It is neither
management’s current 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.
At December 31, 2018, there were 492 positions (combined AFS and HTM) with unrealized losses totaling $6.4 million. GNMA
mortgage-backed securities, U.S. Treasuries, and SBA securities carry the full faith and credit guarantee of the U.S. Government,
and are 0% risk-weighted assets. SBA securities float monthly or quarterly with the prime rate and are uncapped. None of these
positions with unrealized losses are considered impaired, and all are expected to mature at par. The table below provides a break-
down of our unrealized losses by security type.
Less Than 12 months
12 months or Longer
Total
(Dollars in Thousands)
GNMA
UST
SBA
FHLB and FFCB
States and Political Subdivisions
Total
Losses
Market Unrealized
Value
$ 51,337
28,420
53,237
-
8,447
Count
55
6
86
-
21
168 $ 141,441 $
389
80
271
-
12
752
Count
Market Unrealized
Value
Losses
Count
Market Unrealized
Value
Losses
136 $ 84,705 $
47
15
10
116
324 $ 379,251 $
228,113
9,539
19,196
37,698
2,235
3,013
87
157
158
5,650
191 $ 136,042 $
53
101
10
137
492 $ 520,692 $
256,533
62,776
19,196
46,145
2,624
3,093
358
157
170
6,402
The average maturity of our investment portfolio at December 31, 2018 was 2.11 years compared to 1.96 years at December 31,
2017. Balances of SBA and GNMA securities increased compared to the prior year, and were partially offset by declines in U.S.
Treasuries and municipal bonds. The average life of our investment portfolio increased slightly as GNMA securities purchased
had longer average lives than the existing portfolio. See Table 12 for a break-down of maturities by investment type.
51 The weighted average taxable equivalent yield of our investment portfolio at December 31, 2018 was 2.20% versus 1.68% in
2017. This increase in yield reflected the reinvestment of proceeds from lower yielding securities into higher yielding securities
during 2018 as market rates increased. Our bond portfolio contained no investments in obligations, other than U.S. Governments,
of any state, municipality, political subdivision or any other issuer that exceeded 10% of our shareowners’ equity at December 31,
2018.
Table 12 and Note 2 in the Notes to Consolidated Financial Statements present a detailed analysis of our investment securities as
to type, maturity and yield at December 31.
Table 12
MATURITY DISTRIBUTION OF INVESTMENT SECURITIES
Within 1 year
1 - 5 years
5 - 10 years
After 10 years
Total
Amount WAY(3)
Amount WAY(3)
Amount WAY(3)
Amount WAY(3)
Amount WAY(3)
(Dollars in Thousands)
Available for Sale
U.S. Government
Treasury
U.S. Government
Agency
States and Political
Subdivisions
Mortgage-Backed
Securities(1)
Other Securities(2)
Held to Maturity
U.S. Government
Treasury
States and Political
Subdivisions
Mortgage-Backed
Securities(1)
$
62,040
1.17 % $ 199,809
1.84 % $
20,410
1.28
112,796
3.46
35,927
1.57
6,438
1.86
-
-
-
-
596
4.64
-
-
Total
$ 118,377
1.30 % $ 319,639
2.42 % $
$
15,015
1.23 % $
20,073
1.65 % $
5,090
1.66
1,422
1.80
-
-
-
347
-
347
-
-
- % $
-
-
5.46
-
-
-
-
-
- % $ 261,849
1.68 %
-
-
-
133,206
3.13
42,365
1.61
943
7,794
4.94
6.07
7,794
6.07
5.46 % $
7,794
6.07 % $ 446,157
2.18 %
- % $
-
-
-
- % $
35,088
1.47 %
-
6,512
1.69
438
2.78
160,571
2.32
13,234
3.11
1,477
3.71
175,720
2.39
Total
$
20,543
1.37 % $ 182,066
2.24 % $
13,234
3.11 % $
1,477
3.71 % $ 217,320
2.22 %
Total Investment
Securities
$ 138,920
1.31 % $ 501,705
2.36 % $
13,581
3.17 % $
9,271
5.70 % $ 663,477
2.20 %
(1) Based on weighted-average maturity.
(2) 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.
(3) Weighted average yield calculated based on current amortized cost balances – not presented on a tax equivalent basis.
Deposits and Funds Purchased
Average total deposits for 2018 were $2.423 billion, an increase of $51.1 million, or 2.2%, over 2017. Average deposits
increased $89.1 million, or 3.9%, from 2016 to 2017. The year-over-year increase compared to 2017 occurred in noninterest
bearing and savings accounts, partially offset by the decreases in the remaining product types. Increases in 2017 compared to
2016 were experienced in all deposit types except certificates of deposit.
The seasonal inflow of public funds started in the fourth quarter of 2018 and is expected to continue into the first quarter of 2019.
Deposit levels remain strong as we continue to see growth in our non-maturity deposits. Our mix of deposits continues to improve
as certificates of deposit are replaced with noninterest bearing demand accounts.
We continue to closely monitor several metrics such as the sensitivity of our deposit rates, our overall liquidity position, and
competitor rates when pricing deposits. This strategy is consistent with previous rate cycles, and allows us to manage the mix of
our deposits rather than compete on rate. We believe this enabled us to maintain a low cost of funds of 27 basis points for 2018
and 16 basis points for 2017.
52 Table 2 provides an analysis of our average deposits, by category, and average rates paid thereon for each of the last three years.
Table 13 reflects the shift in our deposit mix over the last year and Table 14 provides a maturity distribution of time deposits in
denominations of $100,000 and over at December 31, 2018.
Average short-term borrowings, which include federal funds purchased, securities sold under agreements to repurchase, FHLB
advances (maturing in less than one year), and other borrowings, increased $1.1 million, or 10.7% in 2018. The higher balance
was primarily attributable to increases in repurchase agreements. See Note 8 in the Notes to Consolidated Financial Statements
for further information on short-term borrowings.
We continue to focus on the value of our deposit franchise, which produces a strong base of core deposits with minimal reliance
on wholesale funding.
Table 13
SOURCES OF DEPOSIT GROWTH
(Average Balances - Dollars in Thousands)
Noninterest Bearing Deposits
NOW Accounts
Money Market Accounts
Savings
Time Deposits
Total Deposits
Table 14
2017 to
2018
Change
Percentage
of Total
Change
Components of
Total Deposits
2017
2018
$
$
75,094
(24,835)
(7,129)
27,413
(19,441)
51,102
147.0 %
(48.6)
(14.0)
53.6
(38.0)
100.0 %
37.5 %
32.2
10.4
14.5
5.4
100.0 %
35.1 %
34.0
10.9
13.6
6.4
100.0 %
2016
34.4 %
34.2
11.2
12.8
7.4
100.0 %
MATURITY DISTRIBUTION OF CERTIFICATES OF DEPOSIT $100,000 AND OVER
(Dollars in Thousands)
Three months or less
Over three through six months
Over six through twelve months
Over twelve months
Total
Market Risk and Interest Rate Sensitivity
2018
Time Certificates
of Deposit
Percent
$
$
8,284
8,816
13,502
-
30,602
27.1 %
28.8
44.1
-
100.0 %
Overview. Market risk arises from changes in interest rates, exchange rates, commodity prices, and equity prices. We have risk
management policies designed to monitor and limit exposure to market risk and we 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,
our policies are designed to minimize structural interest rate risk.
Interest Rate Risk Management. Our net income is largely dependent on net interest income. Net interest income is susceptible to
interest rate risk to the degree that interest-bearing liabilities mature or reprice on a different basis than interest-earning
assets. When interest-bearing liabilities mature or reprice more quickly than interest-earning assets in a given period, a significant
increase in market rates of interest could adversely affect net interest income. Similarly, when interest-earning assets mature or
reprice more quickly than interest-bearing liabilities, falling market interest rates could result in a decrease in net interest
income. Net interest income is also affected by changes in the portion of interest-earning assets that are funded by interest-
bearing liabilities rather than by other sources of funds, such as noninterest-bearing deposits and shareowners’ equity.
53 We have established what we believe to be a comprehensive interest rate risk management policy, which is administered by
management’s Asset Liability Management Committee (“ALCO”). The policy establishes limits of risk, which are quantitative
measures of the percentage change in net interest income (a measure of net interest income at risk) and the fair value of equity
capital (a measure of economic value of equity (“EVE”) at risk) resulting from a hypothetical change in interest rates for
maturities from one day to 30 years. We measure the potential adverse impacts that changing interest rates may have on our
short-term earnings, long-term value, and liquidity by employing simulation analysis through the use of computer modeling. The
simulation model captures optionality factors such as call features and interest rate caps and floors imbedded in investment and
loan portfolio contracts. As with any method of gauging interest rate risk, there are certain shortcomings inherent in the interest
rate modeling methodology used by us. When interest rates change, actual movements in different categories of interest-earning
assets and interest-bearing liabilities, loan prepayments, and withdrawals of time and other deposits, may deviate significantly
from assumptions used in the model. Finally, the methodology does not measure or reflect the impact that higher rates may have
on adjustable-rate loan clients’ ability to service their debts, or the impact of rate changes on demand for loan and deposit
products.
The balance sheet is subject to testing for interest rate shock possibilities to indicate the inherent interest rate risk. We prepare a
current base case and several alternative interest rate simulations (-200, -100,+100, +200, +300, and +400 basis points (bp)), at
least once per quarter, and report the analysis to ALCO, our Market Risk Oversight Committee (“MROC”), our Enterprise Risk
Oversight Committee (“EROC”) and the Board of Directors. (The -200bp rate scenario was re-established in the third quarter
2018). We augment our interest rate shock analysis with alternative interest rate scenarios on a quarterly basis that may include
ramps, parallel shifts, and a flattening or steepening of the yield curve (non-parallel shift). In addition, more frequent forecasts
may be produced when interest rates are particularly uncertain or when other business conditions so dictate.
Our goal is to structure the balance sheet so that net interest earnings at risk over 12-month and 24-month periods and the
economic value of equity at risk do not exceed policy guidelines at the various interest rate shock levels. We attempt to achieve
this goal by balancing, within policy limits, the volume of floating-rate liabilities with a similar volume of floating-rate assets, by
keeping the average maturity of fixed-rate asset and liability contracts reasonably matched, by managing the mix of our core
deposits, and by adjusting our rates to market conditions on a continuing basis. During the third and fourth quarters of 2018,
instantaneous rate shocks of down 200 bp were outside of desired parameters due to limited repricing of deposits relative to the
decline in rates.
Analysis. Measures of net interest income at risk produced by simulation analysis are indicators of an institution’s short-term
performance in alternative rate environments. These measures are typically based upon a relatively brief period, and do not
necessarily indicate the long-term prospects or economic value of the institution.
ESTIMATED CHANGES IN NET INTEREST INCOME(1)
Percentage Change (12-month shock)
+400 bp
+300 bp
+200 bp
+100 bp
-100 bp
-200 bp
Policy Limit
December 31, 2018
December 31, 2017
-15.0 %
8.9 %
13.4 %
-12.5 %
6.6 %
9.9 %
-10.0 %
4.3 %
6.4 %
-7.5 %
2.3 %
3.1 %
-7.5 %
-5.0 %
-8.5 %
-10.0 %
-12.4 %
N/A %
Percentage Change (24-month shock)
+400 bp
+300 bp
+200 bp
+100 bp
-100 bp
-200 bp
Policy Limit
December 31, 2018
December 31, 2017
-17.5 %
37.2 %
39.9 %
-15.0 %
29.1 %
30.4 %
-12.5 %
21.0 %
20.9 %
-10.0 %
13.4 %
11.8 %
-10.0 %
-6.4 %
-12.0 %
-12.5 %
-20.0 %
N/A %
The Net Interest Income (“NII”) at Risk position was less favorable for the period ending December 31, 2018 compared to
December 31, 2017 for the 12-month shock for all rate scenarios except the down 100 bp scenario, where it improved. The year-
over-year unfavorable changes were primarily driven by fixed rate loan growth and elevated rate sensitive deposit balances. Due
to these changes, NII benefits to a lesser degree as a per cent change from the base as rates rise. . The model indicates that in the
short-term, all rising rate environments will positively impact the net interest margin of the Company, while a declining rate
environment of 100bp and -200bp will have a negative impact on the net interest margin. A down 200bp rate scenario was added
in the third quarter of 2018.
All measures of Net Interest Income at Risk are within our prescribed policy limits over both the 12-month and 24-month periods,
with the exception of rates down 200bp. We are out of compliance in the rates down 200 bp scenarios as we have a limited ability
to lower our deposit rates the full 200 bp relative to the decline in market rate. In addition, this analysis incorporates an
instantaneous, parallel shock and assumes we move with market rates and do not lag our deposit rates.
54
The measures of equity value at risk indicate our ongoing economic value by considering the effects of changes in interest rates
on all of our cash flows by discounting the cash flows to estimate the present value of assets and liabilities. The difference
between these discounted values of the assets and liabilities is the economic value of equity, which in theory approximates the fair
value of our net assets.
ESTIMATED CHANGES IN ECONOMIC VALUE OF EQUITY(1)
Changes in Interest Rates
+400 bp
+300 bp
+200 bp
+100 bp
-100 bp
-200 bp
Policy Limit
December 31, 2018
December 31, 2017
-30.0 %
24.6 %
31.1 %
-25.0 %
19.7 %
24.7 %
-20.0 %
13.9 %
17.5 %
-15.0 %
8.0 %
9.7 %
-15.0 %
-13.8 %
-21.0 %
-20.0 %
-36.8 %
n/a
At December 31, 2018, the economic value of equity was less favorable in all rate scenarios except the down 100 bp scenario
when compared to December 31, 2017. The year-over-year unfavorable changes were primarily driven by fixed rate loan growth
and elevated rate sensitive deposit balances. Due to these changes, EVE benefits to a lesser degree as a percent change from the
base as rates rise. A down 200 bp rate scenario was added in the third quarter 2018. This scenario is currently out of compliance
as exposure to falling rates is more extreme due to the low interest rates paid on deposits and our limited capacity to reduce those
rates relative to the reduction in discount rates used to value them. At this time, we do not plan to take any immediate action to
address the out-of-compliance situation in the down 200 bp scenario because we do not believe this scenario is likely to
materialize over the short-run. All other rate scenarios are in compliance.
As the interest rate environment and the dynamics of the economy continue to change, additional simulations will be analyzed to
address not only the changing rate environment, but also the changing balance sheet mix, measured over multiple years, to help
assess the risk to the Company.
(1) Down 300, and 400 bp rate scenarios have been excluded due to the current interest rate environment.
LIQUIDITY AND CAPITAL RESOURCES
Liquidity
In general terms, liquidity is a measurement of our ability to meet our cash needs. Our objective in managing our liquidity is to
maintain our ability to fund loan commitments, purchase securities, accommodate deposit withdrawals or repay other liabilities in
accordance with their terms, without an adverse impact on our current or future earnings. Our liquidity strategy is guided by
policies that are formulated and monitored by our ALCO and senior management, and which take into account the marketability
of assets, the sources and stability of funding and the level of unfunded commitments. We regularly evaluate all of our various
funding sources with an emphasis on accessibility, stability, reliability and cost-effectiveness. For the years ended December 31,
2018 and 2017, our principal source of funding has been our clients’ deposits, supplemented by our short-term and long-term
borrowings, primarily from our trust-preferred securities, securities sold under repurchase agreements, federal funds purchased
and FHLB borrowings. We believe that the cash generated from operations, our borrowing capacity and our access to capital
resources are sufficient to meet our future operating capital and funding requirements.
At December 31, 2018, we had the ability to generate approximately $1.324 billion in additional liquidity through all of our
available resources beyond our overnight funds sold position. In addition to the primary borrowing outlets mentioned above, we
also have the ability to generate liquidity by borrowing from the Federal Reserve Discount Window and through brokered
deposits. We recognize the importance of maintaining liquidity and has developed a Contingent Liquidity Plan, which addresses
various liquidity stress levels and our response and action based on the level of severity. We periodically test our credit facilities
for access to the funds, but also understand that as the severity of the liquidity level increases certain credit facilities may no
longer be available. We conduct quarterly liquidity stress tests and the results are reported to ALCO, MROC, EROC and the
Board of Directors. We believe the liquidity available to us is sufficient to meet our ongoing needs.
We also view our investment portfolio as a liquidity source and have the option to pledge securities in our portfolio as collateral
for borrowings or deposits, and/or sell selected securities. Our portfolio consists of debt issued by the U.S. Treasury, U.S.
governmental agencies, and municipal governments. The weighted-average maturity of our portfolio was 2.11 years at December
31, 2018 and had a net unrealized pre-tax loss of $2.5 million in the AFS portfolio.
55
Our average net overnight funds sold position (defined as funds sold plus interest-bearing deposits with other banks less funds
purchased) was $135.4 million during 2018 compared to an average net overnight funds sold position of $190.0 million in 2017.
The decrease in this position compared to the prior year reflected higher growth in both the investment and loan portfolios,
partially offset by an increase in average deposits.
We expect capital expenditures over the next 12 months to be approximately $7.0 million, which will consist primarily of
technology purchases for banking offices, business applications, and information technology security needs as well as furniture
and fixtures and banking office remodels. We expect that these capital expenditures will be funded with existing resources
without impairing our ability to meet our ongoing obligations.
Borrowings
At December 31, 2018, total advances from the FHLB consisted of $9.9 million in outstanding debt comprised of 11 notes. In
2018, the Bank made FHLB advance payments totaling $1.6 million. Two advances matured, and no new fixed rate advances
were obtained in 2018. The FHLB notes are collateralized by a blanket floating lien on all of our 1-4 family residential mortgage
loans, commercial real estate mortgage loans, and home equity mortgage loans.
We have 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 9 in the Notes to Consolidated Financial Statements for additional information on these
borrowings.
On April 12, 2016, we retired $10 million in face value of trust preferred securities that were auctioned as part of a liquidation of
a pooled collateralized debt obligation fund. The trust preferred securities were originally issued through CCBG Capital Trust I.
Our winning bid equated to approximately 75% of the $10 million par value, with the 25% discount resulting in a pre-tax gain of
approximately $2.5 million. We utilized internal resources and a $3.75 million draw on a short-term borrowing facility to fund
the repurchase.
Table 15
CONTRACTUAL CASH OBLIGATIONS
Table 15 sets forth certain information about contractual cash obligations at December 31, 2018.
(Dollars in Thousands)
Federal Home Loan Bank Advances
Note Payable
Subordinated Notes Payable
Operating Lease Obligations
Time Deposit Maturities
Total Contractual Cash Obligations
Capital
Payments Due By Period
< 1 Yr
4,467
296
-
468
98,960
104,191
$
$
> 1 – 3 Yrs
2,284
592
-
852
18,608
22,336
$
$
> 3 – 5 Yrs
2,852
592
-
791
3,175
7,410
$
$
$
$
> 5 Yrs
Total
314
620
52,887
1,127
1
54,949
$
$
9,917
2,100
52,887
3,238
120,744
188,886
Shareowners’ equity was $302.6 million at December 31, 2018, compared to $284.2 million at December 31, 2017. During 2018,
shareowners’ equity was positively impacted by net income of $26.2 million, stock compensation accretion of $1.4 million, net
adjustments totaling $1.0 million related to transactions under our stock compensation plans, and $3.5 million decrease in the
accumulated other comprehensive loss for our pension plan. Shareowners’ equity was reduced by common stock dividends of
$5.4 million ($0.32 per share), a net increase of $0.3 million in the unrealized loss on investment securities, and share repurchases
(324,441 shares) of $8.0 million.
56 Shareowners' equity as of December 31, for each of the last three years is presented below:
(Dollars in Thousands)
Common Stock
Additional Paid-in Capital
Retained Earnings
Subtotal
Accumulated Other Comprehensive Loss, Net of Tax
Total Shareowners’ Equity
2018
2017
2016
167
31,058
300,177
331,402
(28,815)
302,587
$
$
170
36,674
279,410
316,254
(32,044)
284,210
$
$
168
34,188
267,037
301,393
(26,225)
275,168
$
$
We continue to maintain a strong capital position. The ratio of shareowners' equity to total assets at year-end was 10.23%, 9.80%,
and 9.67%, in 2018, 2017, and 2016, respectively. We believe our strong capital base offers protection during an economic
downturn and provides sufficient capacity to meet our current strategic objectives.
We are subject to risk-based capital guidelines that measure capital relative to risk-weighted assets and off-balance sheet financial
instruments. At December 31, 2018, we had a total risk-based capital ratio of 17.13% and a Tier 1 capital ratio of 16.36%,
compared to 17.10% and 16.33%, respectively, at December 31, 2017. At December 31, 2018, our common equity tier 1 ratio
was 13.58%, compared to 13.42% at December 31, 2017. Our leverage ratio at December 31, 2018, was 10.89% compared to
10.47% at December 31, 2017. For a detailed discussion of our regulatory capital requirements, refer to the “Regulatory
Considerations – Capital Regulations” section on page 14. See Note 14 in the Notes to Consolidated Financial Statements for
additional information as to our capital adequacy.
At December 31, 2018, our common stock had a book value of $18.00 per diluted share compared to $16.65 at December 31,
2017. Book value is impacted by the net unrealized gains and losses on investment securities. At December 31, 2018, the net
unrealized loss was $2.0 million compared to a $1.7 million net unrealized loss at December 31, 2017. Book value is also
impacted by the recording of our unfunded pension liability through other comprehensive income in accordance with Accounting
Standards Codification Topic 715. At December 31, 2018, the net pension liability reflected in other comprehensive loss was
$26.8 million compared to $30.3 million at December 31, 2017.
In February 2014, our Board of Directors authorized the repurchase of up to 1,500,000 shares of our outstanding common stock
over a five-year period. Repurchases may be made in the open market or in privately negotiated transactions; however, we are
not obligated to repurchase any specified number of shares. A total of 1,184,730 shares of our outstanding common stock have
been repurchased at an average price of $17.37 under the plan. 324,441 shares were repurchased during 2018 at an average price
of $24.75. No shares were repurchased in 2017. During 2016, 435,461 shares were repurchased at an average price $14.49 per
share. In January, 2019, the 2014 plan was terminated and our Board of Directors approved a new share repurchase plan that
authorizes the repurchase of up to 750,000 shares of our outstanding common stock over a five-year period. Terms of this plan
are substantially similar to the 2014 plan.
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.
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.”
57 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. See Note 18
in the Notes to Consolidated Financial Statements.
At December 31, 2018, we had $468.0 million in commitments to extend credit and $5.0 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 may 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 our ability to meet on-going obligations. In the event these commitments
require funding in excess of historical levels, management believes current liquidity, investment security maturities, available
advances from the FHLB and Federal Reserve Bank provide a sufficient source of funds to meet these commitments.
FOURTH QUARTER, 2018 FINANCIAL RESULTS
Results of Operations
We realized net income of $8.5 million, or $0.50 per diluted share for the fourth quarter of 2018 compared to net income of $6.0
million, or $0.35 per diluted share for the third quarter of 2018. The growth in earnings reflected a $2.2 million decrease in
noninterest expense, a $0.7 million increase in net interest income, and a $0.5 million reduction in the loan loss provision, partially
offset by higher income tax expense of $0.8 million and lower noninterest income of $0.1 million. During the fourth quarter of
2018, we sold a banking office and realized a $2.0 million gain, which was reflected in noninterest expense (other real estate).
Tax-equivalent net interest income for the fourth quarter of 2018 was $24.5 million compared to $23.8 million for the third
quarter of 2018. Our net interest margin for the fourth quarter of 2018 was 3.81% (annualized), an increase of nine basis points
over the third quarter of 2018. The increase in both net interest income and the net interest margin were driven by higher interest
rates and a favorable shift in the average earning asset mix reflective of loan growth.
Our provision for loan losses for the fourth quarter of 2018 was $0.5 million compared to $0.9 million for the third quarter of
2018. The reduction in our provision was primarily attributable to a decrease in impaired loan reserves. Net loan charge-offs for
the fourth quarter of 2018 totaled $0.5 million compared to net loan charge-offs of $0.2 million for the third quarter of 2018.
Noninterest income for the fourth quarter of 2018 totaled $13.2 million, a decrease of $0.1 million, or 0.5%, from the third quarter
of 2018 attributable to lower mortgage banking fees of $0.2 million partially offset by higher wealth management fees.
Noninterest expense for the fourth quarter of 2018 totaled $26.5 million, a decrease of $2.2 million, or 7.6%, from the third
quarter of 2018. The decrease was primarily attributable to lower OREO expense of $2.0 million and other expense of $0.7
million, partially offset by higher compensation expense of $0.4 million. The lower OREO expense reflected a $2.0 million gain
from the sale of a banking office in the fourth quarter of 2018. The reduction in other expense was attributable to a decline in
other losses, lower professional fees and processing fees. Higher cash incentive expense drove the increase in compensation
expense.
We realized income tax expense of $2.2 million for the fourth quarter of 2018 compared to income tax expense of $1.3 million for
the third quarter of 2018. Income tax expense for the fourth quarter of 2018 included a $0.3 million discrete tax benefit related to
a property cost segregation analysis that provided benefits from the effects of federal tax reform. Income tax expense for the third
quarter of 2018 included a $0.4 million discrete tax benefit related to a pension plan contribution made during the third quarter of
2018 for the plan year 2017. Absent these discrete items, our effective tax rate was approximately 24% for each respective
quarter.
Discussion of Financial Condition
Average earning assets were $2.554 billion for the fourth quarter of 2018, an increase of $19.2 million, or 0.8%, over the third
quarter of 2018 attributable to a higher level of deposits. Average loans increased $38.5 million, or 2.2% compared to the third
quarter of 2018 and reflected growth in all loan types except home equity loans and construction loans.
58 Nonperforming assets (nonaccrual loans and OREO) totaled $9.1 million at December 31, 2018, representing a decrease of $0.5
million, or 5.1%, from September 30, 2018. Nonaccrual loans totaled $6.9 million at December 31, 2018, comparable to
September 30, 2018. The balance of OREO totaled $2.2 million at December 31, 2018, a decrease of $0.5 million from
September 30, 2018. Nonperforming assets represented 0.31% of total assets at December 31, 2018 compared to 0.34% at
September 30, 2018.
Average total deposits were $2.412 billion for the fourth quarter of 2018, an increase of $20.1 million, or 0.8%, over the third
quarter of 2018 and reflected higher noninterest bearing deposit and savings accounts, partially offset by lower money market
accounts and certificates of deposit balances.
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 a reserve established through a provision for loan losses charged to
expense, which represents management’s best estimate of probable losses within the existing portfolio of loans. The allowance is
the 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.
Our allowance for loan losses includes allowance allocations calculated in accordance with U.S. GAAP. The level of the
allowance reflects management’s continuing evaluation of specific credit risks, loss experience, loan portfolio quality, 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 information becomes available.
The Company’s allowance for loan losses consists of two components: (i) specific reserves established for probable losses on
impaired loans; and (ii) general reserves for non-homogenous loans not deemed impaired and homogenous loan pools based on,
but not limited to, historical loan loss experience, current economic and market conditions, levels of past due loans, and levels of
problem loans.
Our financial results are affected by the changes in and the absolute level of the allowance for loan losses. This estimation
process is judgmental and requires an estimate of the loss severity rates that we apply to our unimpaired loan portfolio.
Goodwill. 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 or more frequently if events or changes in circumstances indicate
that the carrying value may not be recoverable. Adverse changes in the economic environment, declining operations, or other
factors could result in a decline in the estimated implied fair value of goodwill. If the estimated implied fair value of goodwill is
less than the carrying amount, a loss would be recognized to reduce the carrying amount to the estimated implied fair value.
We evaluate goodwill for impairment on an annual basis and in 2017 adopted ASU 2017-04, Intangibles – Goodwill and Other
(Topic 350): Simplifying Accounting for Goodwill Impairment which allows for a qualitative assessment of goodwill impairment
indicators. If the assessment indicates that impairment has more than likely occurred, the Company must compare the estimated
fair value of the reporting unit to its carrying amount. If the carrying amount of the reporting unit exceeds its estimated fair value,
an impairment charge is recorded equal to the excess.
During the fourth quarter, we performed our annual impairment testing. We proceeded with qualitative assessment by evaluating
impairment indicators and concluded that a below peer return on average assets warranted movement to a fair value assessment.
We estimated the fair value of the reporting unit utilizing a market approach that was supplemented with a reconciliation of the
resulting equity value of the Company with our market capitalization. The market approach utilized the guideline company
valuation (“GLC”) method to determine the overall equity valuation. A book and tangible book multiple was developed to
determine a market value of equity on a controlling basis. The multiples that resulted from the GLC method were validated by
comparing to peer companies. A control premium was then applied to the minority value to calculate a fair value indication for
the Company. The control premium selected was validated by reviewing recent bank merger and acquisition transactions. Based
on the outcome of the fair value assessment, the estimated fair value of our reporting unit exceeded the carrying value of goodwill
and therefore, no impairment existed at December 31, 2018. For the fair value assessment, both economic conditions and
observable bank purchase transactions can impact the outcome of the market valuation approach.
59 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, at a minimum, amounts sufficient to meet minimum funding requirements
as set by law. Pension expense 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 service cost component of pension expense is reflected
as “Compensation Expense” in the Consolidated Statements of Income. All other components of pension expense are reflected as
“Other Expense”.
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 discount rate is determined by matching the anticipated defined pension plan cash flows to the spot rates of a corporate Aa-
rated bond index/yield curve and solving for the single equivalent discount rate which would produce the same present value.
This methodology is applied consistently from year-to-year. The discount rate utilized in 2018 was 3.71%. The estimated impact
to 2018 pension expense of a 25 basis point increase or decrease in the discount rate would have been a decrease and increase of
approximately $812,000 and $857,000, respectively. We anticipate using a 4.43% discount rate in 2019.
Based on the balances as of the December 31, 2018 measurement date, the estimated after tax impact in accumulated other
comprehensive income of a 25 basis point increase or decrease in the discount rate is a decrease or increase of approximately $4.7
million.
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 2018 was 7.25%. The estimated impact to 2018 pension expense of a 25 basis point
increase or decrease in the rate of return would have been an approximate $330,000 increase or decrease, respectively. We
anticipate using a rate of return on plan assets for 2019 of 7.25%.
The assumed rate of annual compensation increases of 3.25% in 2018 reflected expected trends in salaries and the employee
base. We anticipate using a compensation increase of 4.00% for 2019 reflecting current market trends.
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.
Income Taxes. Income tax expense is the total of the current year income tax due or refundable and the change in deferred tax
assets and liabilities. Deferred tax assets and liabilities are the expected future tax amounts for the temporary differences between
carrying amounts and tax bases of assets and liabilities, computed using enacted tax rates. A valuation allowance, if needed,
reduces deferred tax assets to the amount expected to be realized.
A tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax
examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is
greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax
benefit is recorded.
We recognize interest and/or penalties related to income tax matters in other expenses.
Recent Accounting Pronouncements
The Financial Accounting Standards Board, the SEC, and other regulatory bodies have enacted new accounting pronouncements
and standards that either have impacted our results in prior years presented, or will likely impact our results in 2018. Please
refer to Note 1 of the Notes to our Consolidated Financial Statements.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
See “Financial Condition - Market Risk and Interest Rate Sensitivity” in Management’s Discussion and Analysis of Financial
Condition and Results of Operations, above, which is incorporated herein by reference.
60
Item 8. Financial Statements and Supplementary Data
Table 16
QUARTERLY FINANCIAL DATA (Unaudited)
(Dollars in Thousands, Except
Per Share Data)
Summary of Operations:
Interest Income
Interest Expense
Net Interest Income
Provision for Loan Losses
Net Interest Income After
Provision for Loan Losses
Noninterest Income
Noninterest Expense
Income Before Income Taxes
Income Tax Expense(2)(3)
Net Income
Net Interest Income (Tax Equivalent)
Per Common Share:
Basic Net Income
Diluted Net Income
Cash Dividends Declared
Diluted Book Value
Diluted Tangible Book Value(1)
Market Price:
High
Low
Close
Selected Average Balances:
Loans, Net
Earning Assets
Total Assets
Deposits
Shareowners’ Equity
Common Equivalent Average Shares:
Basic
Diluted
2018
2017
Fourth
Third
Second
First
Fourth
Third
Second
First
$
$
$
26,370
2,022
24,348
457
23,891
13,238
26,505
10,624
2,166
8,458
24,513
0.50
0.50
0.09
18.00
12.96
26.95
19.92
23.21
$
$
$
25,392
1,769
23,623
904
22,719
13,308
28,699
7,328
1,338
5,990
23,785
0.35
0.35
0.09
17.40
12.45
25.91
23.19
23.34
$
$
$
24,419
1,649
22,770
815
21,955
12,542
28,393
6,104
101
6,003
22,917
0.35
0.35
0.07
17.15
12.20
25.99
22.28
23.63
$
$
$
23,214
1,451
21,763
745
21,018
12,477
27,906
5,589
(184)
5,773
21,943
0.34
0.34
0.07
16.87
11.91
26.50
22.80
24.75
$
$
$
22,627
1,138
21,489
826
20,663
12,897
26,897
6,663
6,660
3
21,808
0.00
0.00
0.07
16.65
11.68
26.01
22.21
22.94
$
$
$
22,341
1,080
21,261
490
20,771
12,996
26,707
7,060
2,505
4,555
21,595
0.27
0.27
0.07
16.73
11.76
24.58
19.60
24.01
$
$
$
21,422
926
20,496
589
19,907
13,135
27,921
5,121
1,560
3,561
20,799
0.21
0.21
0.05
16.54
11.55
22.39
17.68
20.42
$
$
$
20,540
804
19,736
310
19,426
12,718
27,922
4,222
1,478
2,744
20,006
0.16
0.16
0.05
16.38
11.38
21.79
19.22
21.39
$ 1,785,570
2,554,482
2,849,245
2,412,375
302,196
$ 1,747,093
2,535,292
2,826,924
2,392,272
297,757
$ 1,691,287
2,566,006
2,861,104
2,431,956
291,806
$ 1,647,612
2,592,465
2,892,120
2,456,106
287,502
$ 1,640,738
2,511,985
2,822,451
2,378,411
288,044
$ 1,638,578
2,466,287
2,779,960
2,329,162
285,296
$ 1,608,629
2,502,030
2,817,479
2,373,423
281,661
$ 1,585,561
2,529,207
2,845,140
2,407,278
278,489
16,989
17,050
17,056
17,125
17,045
17,104
17,028
17,073
16,967
17,050
16,965
17,044
16,955
17,016
16,919
16,944
Performance Ratios:
Return on Average Assets
Return on Average Equity
Net Interest Margin (FTE)
Noninterest Income as % of Operating Revenue
Efficiency Ratio
1.18 %
11.10
3.81
35.22
70.21
0.84 %
7.98
3.72
36.04
77.37
0.84 %
8.25
3.58
35.52
80.07
0.81 %
8.14
3.43
36.44
81.07
0.00 %
0.00
3.45
37.51
77.50
0.65 %
6.33
3.48
37.94
77.21
0.51 %
5.07
3.33
39.05
82.28
0.39 %
4.00
3.21
39.19
85.33
Asset Quality:
Allowance for Loan Losses
Allowance for Loan Losses to Loans
Nonperforming Assets ("NPA's")
NPA’s to Total Assets
NPA’s to Loans plus ORE
Allowance to Non-Performing Loans
Net Charge-Offs to Average Loans
Capital Ratios:
Tier 1 Capital
Total Capital
Common Equity Tier 1 Capital
Leverage
Tangible Common Equity(1)
$
14,210
$
14,219
$
13,563
$
13,258
$
13,307
$
13,339
$
13,242
$
13,335
0.80 %
9,101
0.31
0.51
206.79
0.10
16.36 %
17.13
13.58
10.89
7.58
0.80 %
9,587
0.34
0.54
207.06
0.06
16.17 %
16.94
13.43
10.99
7.80
0.78 %
9,114
0.32
0.52
236.25
0.12
16.25 %
17.00
13.46
10.69
7.47
0.80 %
0.80 %
0.82 %
0.81 %
0.84 %
10,644
0.36
0.64
181.26
0.20
11,100
0.38
0.67
185.87
0.21
12,545
0.45
0.76
203.39
0.10
15,934
0.57
0.97
166.23
0.17
17,799
0.61
1.11
160.70
0.10
16.31 %
17.05
13.44
10.36
7.17
16.33 %
17.10
13.42
10.47
7.09
16.19 %
16.96
13.26
10.48
7.41
15.58 %
16.32
12.72
10.20
7.21
15.68 %
16.44
12.77
9.95
6.88
(1) Diluted tangible book value and tangible common equity ratio is a non-GAAP financial measure. For additional information, including a reconciliation to GAAP, refer to page 31.
(2) For fourth quarter 2017, includes $4.1 million, or $0.24 per diluted share, income tax expense adjustment related to the Tax Cuts and Jobs Act of 2017.
(3) Includes $0.4 million, $1.4 million and $1.5 million income tax benefit in the third, second, and first quarter of 2018, respectively, for 2017 plan year pension contributions made in 2018.
61
CAPITAL CITY BANK GROUP, INC.
CONSOLIDATED FINANCIAL STATEMENTS
PAGE
63
64
65
66
67
68
69
Report of Independent Registered Public Accounting Firm
Consolidated Statements of Financial Condition
Consolidated Statements of Income
Consolidated Statements of Comprehensive Income
Consolidated Statements of Changes in Shareowners’ Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
62
Report of Independent Registered Public Accounting Firm
To the Shareowners and Board of Directors of Capital City Bank Group, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated statements of financial condition of Capital City Bank Group, Inc. (the
Company) as of December 31, 2018 and 2017, the related consolidated statements of income, comprehensive income, changes in
shareowners’ equity, and cash flows for each of the three years in the period ended December 31, 2018, and the related notes
(collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present
fairly, in all material respects, the financial position of the Company at December 31, 2018 and 2017, and the results of its
operations and its cash flows for each of the three years in the period ended December 31, 2018, 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)
(PCAOB), the Company’s internal control over financial reporting as of December 31, 2018, based on criteria established in
Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission
(2013 framework) and our report dated March 5, 2019 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the
Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error
or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements,
whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a
test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the
accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the
financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 2007.
Tallahassee, Florida
March 5, 2019
63
CAPITAL CITY BANK GROUP, INC.
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(Dollars in Thousands)
ASSETS
Cash and Due From Banks
Federal Funds Sold and Interest Bearing Deposits
Total Cash and Cash Equivalents
Investment Securities, Available for Sale, at fair value
Investment Securities, Held to Maturity, at amortized cost (fair value of $214,413 and $215,007)
Total Investment Securities
Loans Held For Sale
Loans, Net of Unearned Income
Allowance for Loan Losses
Loans, Net
Premises and Equipment, Net
Goodwill
Other Real Estate Owned
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
Total Liabilities
SHAREOWNERS’ EQUITY
As of December 31,
2017
2018
$
$
62,032
213,968
276,000
446,157
217,320
663,477
58,419
227,023
285,442
480,911
216,679
697,590
6,869
4,817
1,774,225
(14,210)
1,760,015
1,653,492
(13,307)
1,640,185
87,190
84,811
2,229
78,592
$ 2,959,183
91,698
84,811
3,941
90,310
$ 2,898,794
$
947,858
1,583,998
2,531,856
$
874,583
1,595,294
2,469,877
13,541
52,887
8,568
49,744
2,656,596
7,480
52,887
13,967
70,373
2,614,584
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; 16,747,571 and 16,988,951
shares issued and outstanding at December 31, 2018 and December 31, 2017, respectively
Additional Paid-In Capital
Retained Earnings
Accumulated Other Comprehensive Loss, Net of Tax
Total Shareowners’ Equity
Total Liabilities and Shareowners’ Equity
-
-
167
31,058
300,177
(28,815)
302,587
$ 2,959,183
170
36,674
279,410
(32,044)
284,210
$ 2,898,794
The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
64 CAPITAL CITY BANK GROUP, INC.
CONSOLIDATED STATEMENTS OF INCOME
(Dollars in Thousands, Except Per Share Data)
INTEREST INCOME
Loans, including Fees
Investment Securities:
Taxable
Tax Exempt
Funds Sold
Total Interest Income
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
NONINTEREST INCOME
Deposit Fees
Bank Card Fees
Wealth Management Fees
Mortgage Banking Fees
Other
Total Noninterest Income
NONINTEREST EXPENSE
Compensation
Occupancy, Net
Other Real Estate Owned, Net
Other
Total Noninterest Expense
INCOME BEFORE INCOME TAXES
Income Tax Expense
NET INCOME
BASIC NET INCOME PER SHARE
DILUTED NET INCOME PER SHARE
Average Basic Common Shares Outstanding
Average Diluted Common Shares Outstanding
For the Years Ended December 31,
2016
2017
2018
$
84,117
$
75,717
$
72,867
12,081
787
2,410
99,395
4,243
110
2,167
371
6,891
92,504
2,921
89,583
20,093
11,378
8,711
4,735
6,648
51,565
8,095
1,052
2,066
86,930
1,789
82
1,634
443
3,948
82,982
2,215
80,767
20,335
11,191
8,284
5,754
6,182
51,746
63,921
18,503
(442)
29,521
111,503
29,645
3,421
26,224
1.54
1.54
17,029
17,072
$
$
$
62,312
17,837
1,135
28,163
109,447
23,066
12,203
10,863
0.64
0.64
16,952
17,013
$
$
$
$
$
$
6,317
866
1,104
81,154
879
148
1,434
728
3,189
77,965
819
77,146
21,332
11,221
7,029
5,192
8,907
53,681
62,733
18,296
3,649
28,536
113,214
17,613
5,867
11,746
0.69
0.69
16,989
17,061
The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
65 CAPITAL CITY BANK GROUP, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Dollars in Thousands)
NET INCOME
Other comprehensive income (loss), before tax:
Investment Securities:
Change in net unrealized gain/loss on securities available for sale
Amortization of unrealized losses on securities transferred from
available for sale to held to maturity
Total Investment Securities
Benefit Plans:
Reclassification adjustment for amortization of prior service cost
Reclassification adjustment for amortization of net loss
Current year actuarial loss
Total Benefit Plans
Other comprehensive income (loss), before tax:
Deferred tax (expense) benefit related to other comprehensive income
Other comprehensive income (loss), net of tax
TOTAL COMPREHENSIVE INCOME
For the Years Ended December 31,
2016
2017
2018
$
26,224
$
10,863
$
11,746
(409)
55
(354)
199
5,299
(815)
4,683
4,329
(1,100)
3,229
29,453
$
(1,459)
73
(1,386)
223
4,409
(3,470)
1,162
(224)
(14)
(238)
10,625
$
(828)
82
(746)
278
3,960
(9,958)
(5,720)
(6,466)
2,498
(3,968)
7,778
$
The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
66 CONSOLIDATED STATEMENTS OF CHANGES IN SHAREOWNERS' EQUITY
CAPITAL CITY BANK GROUP, INC.
Shares
Outstanding
17,156,919
$
$
Common
Stock
172
-
-
-
-
Additional
Paid-In
Capital
38,256
-
-
-
1,260
$
$
Retained
Earnings
258,181
11,746
-
(2,890)
-
Accumulated
Other
Comprehensive
Loss,
Net of Taxes
(22,257) $
-
(3,968)
-
-
(Dollars in Thousands, Except
Per Share Data)
Balance, January 1, 2016
Net Income
Other Comprehensive Loss, Net of Tax
Cash Dividends ($0.17 per share)
Stock Compensation Expense
Impact of Transactions Under
Compensation Plans, net
Repurchase of Common Stock
Balance, December 31, 2016
Net Income
Other Comprehensive Loss, Net of Tax
Cash Dividends ($0.24 per share)
Stock Compensation Expense
Impact of Transactions Under
Compensation Plans, net
Reclassification per Adoption of ASU No.
2018-02
Net Income
Other Comprehensive Loss, Net of Tax
Cash Dividends ($0.32 per share)
Stock Compensation Expense
Impact of Transactions Under
Compensation Plans, net
Repurchase of Common Stock
Balance, December 31, 2018
123,240
(435,461)
16,844,698
-
-
-
-
144,253
-
-
(4)
168
-
-
-
-
2
-
-
-
-
-
83,061
(324,441)
-
-
-
-
-
(3)
980
(6,308)
34,188
-
-
-
1,502
984
-
36,674
-
-
-
1,421
990
(8,027)
-
-
267,037
10,863
-
(4,071)
-
-
5,581
279,410
26,224
-
(5,457)
-
-
-
Balance, December 31, 2017
16,988,951
170
Total
274,352
11,746
(3,968)
(2,890)
1,260
980
(6,312)
275,168
10,863
(238)
(4,071)
1,502
986
-
284,210
26,224
3,229
(5,457)
1,421
-
-
(26,225)
-
(238)
-
-
-
(5,581)
(32,044)
-
3,229
-
-
16,747,571
$
167
$
31,058
$
300,177
$
-
-
(28,815) $
990
(8,030)
302,587
The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
67 CAPITAL CITY BANK GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income
Adjustments to Reconcile Net Income to Cash Provided by Operating Activities:
Provision for Loan Losses
Depreciation
Amortization of Premiums, Discounts, and Fees, net
Gain on Retirement of Trust Preferred Securities
Originations of Loans Held-for-Sale
Proceeds From Sales of Loans Held-for-Sale
Net Gain From Sales of Loans Held-for-Sale
Stock Compensation
Net Tax Benefit from Stock Compensation
Deferred Income Taxes
Net (Gain) Loss on Sales and Write-Downs of Other Real Estate Owned
Impairment Loss on Premises (Hurricane Damage)
Loss on Disposal of Premises and Equipment
Net Decrease (Increase) in Other Assets
Net (Decrease) Increase in Other Liabilities
Net Cash Provided By Operating Activities
CASH FLOWS FROM INVESTING ACTIVITIES
Securities Held to Maturity:
Purchases
Payments, Maturities, and Calls
Securities Available for Sale:
Purchases
Payments, Maturities, and Calls
Purchase of Loans Held for Investment
Net Increase in Loans
Proceeds From Insurance Claims on Premises
Proceeds From Sales of Other Real Estate Owned
Purchases of Premises and Equipment, net
Net Cash Used In Investing Activities
CASH FLOWS FROM FINANCING ACTIVITIES
Net Increase in Deposits
Net Increase (Decrease) in Short-Term Borrowings
Redemption of Subordinated Notes
Repayment of Other Long-Term Borrowings
Dividends Paid
Payments to Repurchase Common Stock
Issuance of Common Stock Under Compensation Plans
Net Cash Provided By Financing Activities
For the Years Ended December 31,
2016
2018
2017
$
26,224
$
10,863
$
11,746
2,921
6,453
6,698
-
(177,742)
180,425
(4,735)
1,421
(41)
4,837
(935)
(1,213)
87
7,168
(16,942)
34,626
(102,428)
100,131
(132,895)
161,332
(26,070)
(98,068)
663
4,774
(1,458)
(94,019)
61,979
2,551
-
(1,889)
(5,457)
(8,030)
797
49,951
2,215
6,558
6,626
-
(191,978)
192,915
(5,754)
1,502
(223)
7,576
783
-
276
2,063
(5,531)
38,777
(98,861)
58,449
(163,469)
198,027
(44,083)
(51,625)
-
8,031
(3,997)
(97,528)
57,591
(2,489)
-
(3,694)
(4,071)
-
809
48,146
819
6,975
6,219
(2,487)
(177,022)
171,328
(5,192)
1,260
-
3,457
3,225
-
131
(18,374)
8,904
22,621
(50,001)
59,460
(192,005)
114,189
-
(73,997)
-
9,443
(4,450)
(137,361)
109,437
(52,666)
(7,500)
(9,027)
(2,890)
(6,312)
840
31,882
NET DECREASE IN CASH AND CASH EQUIVALENTS
(9,442)
(10,605)
(82,858)
Cash and Cash Equivalents at Beginning of Year
Cash and Cash Equivalents at End of Year
Supplemental Cash Flow Disclosures:
Interest Paid
Income Taxes Paid (Refunded)
Noncash Investing and Financing Activities:
Loans and Premises Transferred to Other Real Estate Owned
285,442
276,000
6,879
157
2,140
$
$
$
$
296,047
285,442
3,952
6,514
2,384
$
$
$
$
378,905
296,047
3,195
(330)
4,016
$
$
$
$
The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
68 Notes to Consolidated Financial Statements
Note 1
SIGNIFICANT ACCOUNTING POLICIES
Nature of Operations
Capital City Bank Group, Inc. (“CCBG” or the “Company”) provides a full range of banking and banking-related services to
individual and corporate clients through its subsidiary, Capital City Bank, with banking offices located in Florida, Georgia, and
Alabama. The Company is subject to competition from other financial institutions, is subject to regulation by certain government
agencies and undergoes periodic examinations by those regulatory authorities.
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 in consolidation.
The Company, which operates a single reportable business segment that is 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 provide 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 (“VIE’s”) 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 previously reported amounts have been reclassified to conform to the current year’s presentation. The Company has
evaluated subsequent events for potential recognition and/or disclosure through the date the consolidated financial statements
included in this Annual Report on Form 10-K were filed with the United States Securities and Exchange Commission.
Use of Estimates
The preparation of financial statements in conformity with accounting 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, pension expense,
income taxes, loss contingencies, valuation of other real estate owned, and valuation of goodwill and their respective analysis of
impairment.
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. The Company is required to maintain average reserve balances with the Federal Reserve Bank based upon a
percentage of deposits. The average amounts of these required reserve balances for the years ended December 31, 2018 and 2017
were $23.3 million and $18.8 million, respectively.
69 Investment Securities
Securities are classified as held to maturity and carried at amortized cost when the Company has the positive intent and ability to
hold them until maturity. Securities not classified as held to maturity or trading securities are classified as available for sale and
carried at fair value, with the unrealized holding gains and losses reported as a component of other comprehensive income, net of
tax. The Company determines the appropriate classification of securities at the time of purchase. Securities with limited
marketability, such as stock in the Federal Reserve Bank and the Federal Home Loan Bank, are carried at cost. Securities
transferred from available for sale to held to maturity are recorded at fair value at the time of transfer. The respective gain or loss
is reclassified as a separate component of other comprehensive income and amortized as an adjustment to interest income over the
remaining life of the security.
Interest income includes amortization of purchase premiums and discounts. Realized gains and losses are derived from the
amortized cost of the security sold. Declines in the fair value of held-to-maturity and available-for-sale securities below their cost
that are deemed to be other than temporary are reflected in earnings as realized losses. In estimating other-than-temporary
impairment losses, the Company considers, (i) whether it has decided to sell the security, (ii) whether it is more likely than not
that the Company will be required to sell the security before its market value recovers, and (iii) whether the present value of
expected cash flows is sufficient to recover the entire amortized cost basis. When assessing the security’s expected cash flows,
the Company considers, among other things, (i) the length of time and the extent to which the fair value has been less than cost
and (ii) the financial condition and near-term prospects of the issuer.
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. The Company has the ability and intent to sell these loans and they are classified as
loans held for sale and carried at the lower of cost or 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 with servicing released 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 are generally 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.
Loans
Loans are stated at the principal amount outstanding, net of unearned income. Interest income is accrued on the effective yield
method based on outstanding balances, and includes loan late fees. Fees charged to originate loans and direct loan origination
costs are deferred and amortized over the life of the loan as a yield adjustment.
The Company defines loans as past due when one full payment is past due or a contractual maturity is over 30 days late. The
accrual of interest is generally suspended on loans more than 90 days past due with respect to principal or 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 when the ultimate collectability is no longer considered doubtful. Loans are returned to accrual
status when the principal and interest amounts contractually due are brought current or when future payments are reasonably
assured.
Loan charge-offs on commercial and investor real estate loans are recorded when the facts and circumstances of the individual
loan confirm the loan is not fully collectible and the loss is reasonably quantifiable. Factors considered in making these
determinations are the borrower’s and any guarantor’s ability and willingness to pay, the status of the account in bankruptcy court
(if applicable), and collateral value. Charge-off decisions for consumer loans are dictated by the Federal Financial Institutions
Examination Council’s (FFIEC) Uniform Retail Credit Classification and Account Management Policy which establishes
standards for the classification and treatment of consumer loans, which generally require charge-off after 120 days of
delinquency.
Allowance for Loan Losses
The allowance for loan losses is a reserve established through a provision for loan losses charged to expense, which represents
management’s best estimate of probable losses 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.
70 The allowance for loan losses includes allowance allocations calculated in accordance with FASB ASC Topic 310 – Receivables
and ASC Topic 450 - Contingencies. The level of the allowance reflects 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 two components: (i) specific reserves established for probable losses on
impaired loans; and (ii) general reserve for non-homogenous loans not deemed impaired and homogenous loan pools based on,
but not limited to, historical loan loss experience, current economic conditions, levels of past due loans, and levels of problem
loans.
Loans are deemed to be impaired when, based on current information and events, it is probable that the Company will not be able
to collect all amounts due (principal and interest payments), according to the contractual terms of the loan agreement. Loans to
borrowers who are experiencing financial difficulties and whose loans were modified with concessions are classified as troubled
debt restructurings and measured for impairment. Loans to borrowers that have filed Chapter 7 bankruptcy, but continue to
perform as agreed are classified as troubled debt restructurings and measured for impairment.
Long-Lived Assets
Premises and equipment is 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. Additions, renovations and leasehold improvements to premises are capitalized and
depreciated over the lesser of the useful life or the remaining lease term. Repairs and maintenance are charged to noninterest
expense as incurred.
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.
Bank Owned Life Insurance (BOLI)
The Company, through its subsidiary bank, has purchased life insurance policies on certain key officers. Bank owned life
insurance is recorded at the amount that can be realized under the insurance contract at the balance sheet date, which is the cash
surrender value adjusted for other charges or other amounts due that are probable at settlement.
Goodwill
Goodwill represents the excess of the cost of businesses acquired over the fair value of the net assets acquired. In accordance
with FASB ASC Topic 350, the Company determined it has one goodwill reporting unit. Goodwill is tested for impairment
annually during the fourth quarter or on an interim basis if an event occurs or circumstances change that would more likely than
not reduce the fair value of the reporting unit below its carrying value. See Note 5 – Goodwill for additional information.
Other Real Estate Owned
Assets acquired through, or in lieu of, loan foreclosure are held for sale and are initially recorded at the lower of cost or fair value
less estimated selling costs, establishing a new cost basis. Subsequent to foreclosure, valuations are periodically performed by
management and the assets are carried at the lower of carrying amount or fair value less cost to sell. The valuation of foreclosed
assets is subjective in nature and may be adjusted in the future because of changes in economic conditions. Revenue and
expenses from operations and changes in value are included in noninterest expense.
Loss Contingencies
Loss contingencies, including claims and legal actions arising in the ordinary course of business are recorded as liabilities when
the likelihood of loss is probable and an amount or range of loss can be reasonably estimated.
71
Income Taxes
Income tax expense is the total of the current year income tax due or refundable and the change in deferred tax assets and
liabilities (excluding deferred tax assets and liabilities related to business combinations or components of other comprehensive
income). Deferred tax assets and liabilities are the expected future tax amounts for the temporary differences between carrying
amounts and tax bases of assets and liabilities, computed using enacted tax rates. A valuation allowance, if needed, reduces
deferred tax assets to the expected amount most likely to be realized. Realization of deferred tax assets is dependent upon the
generation of a sufficient level of future taxable income and recoverable taxes paid in prior years. The income tax effects related
to settlements of share-based payment awards are reported in earnings as an increase or decrease in income tax expense. Prior to
2017, income tax benefits at settlement of an award were reported as an increase or decrease to additional paid-in capital to the
extent that those benefits were greater than (or less than) the income tax benefits recognized in earnings during the award’s
vesting period.
On December 22, 2017, H.R.1, commonly known as the Tax Cuts and Jobs Act (the “Tax Act”), was signed into law. Among
other things, the Tax Act reduced the Company's corporate federal tax rate from 35% to 21% effective January 1, 2018. As a
result, the Company was required to re-measure as of December 31, 2017, through income tax expense, its deferred tax assets and
liabilities using the enacted rate at which they are expected to be recovered or settled. Further discussion is provided in Note 10 –
Income Taxes.
The Company files a consolidated federal income tax return and each subsidiary files a separate state income tax return.
Earnings Per Common Share
Basic earnings per common share is based on net income divided by the weighted-average number of common shares outstanding
during the period excluding non-vested stock. Diluted earnings per common share include the dilutive effect of stock options and
non-vested stock awards granted using the treasury stock method. A reconciliation of the weighted-average shares used in
calculating basic earnings per common share and the weighted average common shares used in calculating diluted earnings per
common share for the reported periods is provided in Note 13 — Earnings Per Share.
Comprehensive Income
Comprehensive income includes all changes in shareowners’ equity during a period, except those resulting from transactions with
shareowners. Besides net income, other components of the Company’s comprehensive income include the after tax effect of
changes in the net unrealized gain/loss on securities available for sale and changes in the funded status of defined benefit and
supplemental executive retirement plans. Comprehensive income is reported in the accompanying Consolidated Statements of
Comprehensive Income and Changes in Shareowners’ Equity.
In 2017, the Company adopted FASB ASU 2018-02, Income Statement – Reporting Comprehensive Income (Topic 220):
Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income and reclassified to retained earnings the
stranded effects in accumulated other comprehensive income related to the Tax Act.
Stock Based Compensation
Compensation cost is recognized for share-based awards issued to employees, based on the fair value of these awards at the date
of grant. Compensation cost is recognized over the requisite service period, generally defined as the vesting period. The market
price of the Company’s common stock at the date of the grant is used for restricted stock awards. For stock purchase plan awards,
a Black-Scholes model is utilized to estimate the fair value of the award. The impact of forfeitures of share-based awards on
compensation expense is recognized as forfeitures occur.
Revenue Recognition
Accounting Standards Codification ("ASC") 606, Revenue from Contracts with Customers ("ASC 606"), establishes principles
for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity's
contracts to provide goods or services to customers. The core principle requires an entity to recognize revenue to depict the
transfer of goods or services to customers in an amount that reflects the consideration that it expects to be entitled to receive in
exchange for those goods or services recognized as performance obligations are satisfied.
72 The majority of the Company’s revenue-generating transactions are not subject to ASC 606, including revenue generated from
financial instruments, such as our loans, letters of credit, and investment securities, and revenue related to the sale of residential
mortgages in the secondary market, as these activities are subject to other GAAP discussed elsewhere within our disclosures. The
Company recognizes revenue from these activities as it is earned based on contractual terms, as transactions occur, or as services
are provided and collectability is reasonably assured. Descriptions of the major revenue-generating activities that are within the
scope of ASC 606, which are presented in the accompanying statements of income as components of non-interest income are as
follows:
Deposit Fees - these represent general service fees for monthly account maintenance and activity- or transaction-based fees and
consist of transaction-based revenue, time-based revenue (service period), item-based revenue or some other individual attribute-
based revenue. Revenue is recognized when the Company’s performance obligation is completed which is generally monthly for
account maintenance services or when a transaction has been completed. Payment for such performance obligations are generally
received at the time the performance obligations are satisfied.
Wealth Management - trust fees and retail brokerage fees – trust fees represent monthly fees due from wealth management clients
as consideration for managing the client’s assets. Trust services include custody of assets, investment management, fees for trust
services and similar fiduciary activities. Revenue is recognized when the Company’s performance obligation is completed each
month or quarter, which is the time that payment is received. Also, retail brokerage fees are received from a third party broker-
dealer, for which the Company acts as an agent, as part of a revenue-sharing agreement for fees earned from customers that are
referred to the third party. These fees are for transactional and advisory services and are paid by the third party on a monthly
basis and recognized ratably throughout the quarter as the Company’s performance obligation is satisfied.
Bank Card Fees – bank card related fees primarily includes interchange income from client use of consumer and business debit
cards. Interchange income is a fee paid by a merchant bank to the card-issuing bank through the interchange network.
Interchange fees are set by the credit card associations and are based on cardholder purchase volumes. The Company records
interchange income as transactions occur.
Gains and Losses from the Sale of Bank Owned Property – the performance obligation in the sale of other real estate owned
typically will be the delivery of control over the property to the buyer. If the Company is not providing the financing of the sale,
the transaction price is typically identified in the purchase and sale agreement. However, if the Company provides seller
financing, the Company must determine a transaction price, depending on if the sale contract is at market terms and taking into
account the credit risk inherent in the arrangement.
Other non-interest income primarily includes items such as mortgage banking fees (gains from the sale of residential mortgage
loans held for sale), bank-owned life insurance, and safe deposit box fees none of which are subject to the requirements of ASC
606.
The Company has made no significant judgments in applying the revenue guidance prescribed in ASC 606 that affects the
determination of the amount and timing of revenue from the above-described contracts with clients.
The Company has applied ASC 606 using the modified retrospective approach effective on January 1, 2018 to all existing
contracts with clients covered under the scope of the standard. The Company did not have an aggregate effect of modification
resulting from adoption of ASC 606, and no financial statement line items were affected by this change in accounting standard.
Accounting Changes and Reclassifications
Equity Securities
Beginning January 1, 2018, upon adoption of ASU 2016-01, equity securities with readily determinable fair values are stated at
fair value with realized and unrealized gains and losses reported in income. For periods prior to January 1, 2018, equity securities
were classified as available-for-sale and stated at fair value with unrealized gains and losses reported as a separate component of
AOCI, net of tax. Equity securities without readily determinable fair values are recorded at cost less any impairment, if any.
Upon adoption, the Company reclassified one security in the amount of $0.8 million to other assets in accordance with this
accounting standard.
73 Employee Benefit Plans
Beginning January 1, 2018, upon adoption of ASU 2017-07, an employer must report the service cost component in the same line
item or items as other compensation costs arising from services rendered by the pertinent employees during the period. The other
components of net benefit cost are required to be presented in the income statement separately from the service cost component
and outside a subtotal of income from operations, if one is presented. If a separate line item or items are used to present the other
components of net benefit cost, that line item or items must be appropriately described. If a separate line item or items are not
used, the line item or items used in the income statement to present the other components of net benefit cost must be disclosed. In
accordance with this accounting standard, the Company reclassified the non-service cost components of its net periodic benefit
cost to other noninterest expense in the accompanying statements of income (See Note 12 – Employee Benefit Plans). Prior year
amounts were retrospectively adjusted in accordance with the accounting standard. The effects on the statements of income were
as follows:
Period Presented
(Dollars in Thousands)
Year Ended December 31, 2018
Year Ended December 31, 2017
Year Ended December 31, 2016
Line Item
Compensation
($1,828)
($2,565)
($2,251)
Other Expense
$1,828
$2,565
$2,251
NEW AUTHORITATIVE ACCOUNTING GUIDANCE – NOT YET ADOPTED
ASU 2016-02, “Leases (Topic 842).” ASU 2016-02 requires that lessees and lessors recognize assets and liabilities on the
balance sheet and disclose key information about leasing arrangements. ASU 2016-02 was effective for the Company on January
1, 2019. ASU 2016-02 provides for a modified retrospective transition approach requiring lessees to recognize leases on the
balance sheet at the beginning of either the earliest period presented or as of the beginning of the period of adoption with the
option to elect certain practical expedients. The Company will elect to apply ASU 2016-02 as of the beginning of the period of
adoption (January 1, 2019) and will not restate comparative periods. The Company is also expected to elect certain practical
expedients provided under ASU 2016-02 and will not reassess: (i) whether any expired or existing contracts are or contain leases,
(ii) the lease classification for any expired or existing leases, and (iii) initial and direct costs of any existing leases. The Company
does not expect to apply the recognition requirements of ASU 2016-02 to any short-term leases (as defined by the accounting
guidance). The Company has completed the evaluation of lease obligations as defined by ASU 2016-02 and due to the small
number of lease agreements, the effect of adopting ASU 2016-02 was not significant, an approximate $2 million increase in assets
and liabilities with no material impact to the statement of income compared to the current lease accounting model.
ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Statements.”
ASU 2016-13 requires the measurement of all expected credit losses for financial assets held at the reporting date based on
historical experience, current conditions, and reasonable and supportable forecasts and requires enhanced disclosures related to
the significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of
an organization’s portfolio. In addition, ASU 2016-13 amends the accounting for credit losses on available-for-sale debt securities
and purchased financial assets with credit deterioration. ASU 2016-13 will be effective for the Company on January 1, 2020.
The Company is currently evaluating the potential impact of ASU 2016-13 on its financial statements and related disclosures. As
part of its implementation efforts to date, management has formed a cross-functional implementation team and developed a
project plan. The Company has also engaged a vendor to assist in model development. The data set-up process is near
completion and the overall project plan remains on schedule. In conjunction with the implementation, the Company is reviewing
business process and evaluating potential changes to the control environment. The Company expects the new guidance will result
in an increase in the allowance for credit losses given the change from accounting for losses inherent in the loan portfolio to
accounting for losses over the remaining expected life of the portfolio. However, since the magnitude of the anticipated increase
in the allowance for credit losses will be impacted by economic conditions and trends in the Company’s portfolio at the time of
adoption, the quantitative impact cannot yet be reasonably estimated.
ASU 2017-12, “Derivatives and Hedging (Topic 815) - Targeted Improvements to Accounting for Hedging Activities.”
ASU 2017-12 amends the hedge accounting recognition and presentation requirements in ASC 815 to improve the transparency
and understandability of information conveyed to financial statement users about an entity’s risk management activities to better
align the entity’s financial reporting for hedging relationships with those risk management activities and to reduce the complexity
of and simplify the application of hedge accounting. ASU 2017-12 is effective for Company on January 1, 2019 and is not
expected to have a significant impact on its financial statements.
74
ASU 2018-03, "Technical Corrections and Improvements to Financial Instruments - Overall (Subtopic 825-10): Recognition and
Measurement of Financial Assets and Financial Liabilities. ASU 2018-03 clarifies certain aspects of the guidance issued in ASU
2016-01. This includes the ability to irrevocably elect to change the measurement approach for equity securities measured using
the practical expedient (at cost plus or minus observable transactions less impairment) to a fair value method in accordance with
Topic 820, Fair Value Measurement; clarification that if an observable transaction occurs for such securities, the adjustment is as
of the observable transaction date; clarification that the prospective transition approach for equity securities without a readily
determinable fair values is meant only for instances in which the practical expedient is elected; and various other clarifications.
ASU 2018-03 was effective for the Company on July 1, 2018 and did not have a significant impact on its financial statements.
ASU 2018-13, "Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair
Value Measurement. ASU 2018-13 removes the requirement to disclose the amount of and reasons for transfers between Level 1
and Level 2 fair value measurements, the policy for timing of transfers between levels and the valuation processes for Level 3 fair
value measurements. It also adds a requirement to disclose the changes in unrealized gains and losses for the period included in
other comprehensive income for recurring Level 3 fair value held at the end of the reporting period. For certain unobservable
inputs, an entity may disclose other quantitative information (such as the median or arithmetic average) in lieu of the weighted
average if the entity determines that other quantitative information would be a more reasonable and rational method to reflect the
distribution of unobservable inputs used to develop Level 3 fair value measurements. ASU 2018-13 is effective for the Company
January 1, 2020 and is not expected to have a significant impact on its financial statements.
ASU 2018-14, "Compensation – Retirement Benefits – Defined Benefit Plans – General (Subtopic 715-20: Disclosure Framework
– Changes to the Disclosure Requirements for Defined Benefit Plans. ASU 2018-14 removes the disclosure requirements to
include amounts in accumulated other comprehensive income expected to be recognized as components of net periodic benefit
cost over the next fiscal year and the amount and timing of plan assets expected to be returned to the employer. It also adds the
requirement to disclose the weighted-average interest crediting rates for cash balance plans and other plans with promised interest
crediting rates and an explanation of the reasons for significant gains and losses related to changes in the benefit obligation for the
period. ASU 2018-14 is effective for the company January 1, 2021. The Company is currently evaluating the potential impact of
ASU 2018-15 on its financial statements and related disclosures.
ASU 2018-15, "Intangibles – Goodwill and Other – Internal – Use Software (Subtopic 350-40): Customer’s Accounting for
Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. ASU 2018-15 aligns the
requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the
requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements
that include an internal-use software license). ASU 2018-15 is effective for the company January 1, 2020. The Company is
currently evaluating the potential impact of ASU 2018-15 on its financial statements and related disclosures.
Note 2
INVESTMENT SECURITIES
Investment Portfolio Composition. The amortized cost and related market value of investment securities available-for-sale and
held-to-maturity were as follows:
2018
2017
Amortized Unrealized Unrealized Market Amortized Unrealized Unrealized Market
Value
Losses
Losses
Gains
Value
Gain
Cost
Cost
(Dollars in Thousands)
Available for Sale
U.S. Government Treasury
U.S. Government Agency
States and Political Subdivisions
Mortgage-Backed Securities
Equity Securities(1)
Total
$ 264,298 $
133,201
42,509
903
7,794
$ 448,705 $
Held to Maturity
U.S. Government Treasury
States and Political Subdivisions
Mortgage-Backed Securities
Total
$
35,088 $
6,512
175,720
$ 217,320 $
167 $
520
-
40
-
727 $
- $
-
220
220 $
2,616 $ 261,849 $ 237,505 $
515
144
-
-
133,206
42,365
943
7,794
144,324
91,533
1,102
8,584
3,275 $ 446,157 $ 483,048 $
- $
727
2
83
-
812 $
2,164 $ 235,341
144,644
91,157
1,185
8,584
2,949 $ 480,911
407
378
-
-
477 $ 34,611 $
26
2,624
3,127 $ 214,413 $ 216,679 $
98,256 $
6,996
111,427
6,486
173,316
- $
-
22
22 $
441 $ 97,815
6,955
41
1,212
110,237
1,694 $ 215,007
Total Investment Securities
$ 666,025 $
947 $
6,402 $ 660,570 $ 699,727 $
834 $
4,643 $ 695,918
75
(1)
Includes Federal Home Loan Bank and Federal Reserve Bank recorded at cost of $3.0 million and $4.8 million, respectively,
at December 31, 2018 and Federal Home Loan Bank, Federal Reserve Bank and FNBB, Inc. stock at $3.1 million, $4.8
million and $0.8 million , respectively, at December 31, 2017. The FNBB Inc. equity investment was reclassified to other
assets in accordance with ASU 2016-01, which was adopted prospectively as allowed by the standard.
Securities with an amortized cost of $319.6 million and $328.1 million at December 31, 2018 and December 31, 2017,
respectively, were pledged to secure public deposits and for other purposes.
The Bank, as a member of the Federal Home Loan Bank of Atlanta (“FHLB”), is required to own capital stock in the FHLB based
generally upon the balances of residential and commercial real estate loans, and FHLB advances. FHLB stock which is included
in other securities is pledged to secure FHLB advances. No ready market exists for this stock, and it has no quoted market value;
however, redemption of this stock has historically been at par value.
As a member of the Federal Reserve Bank of Atlanta, the Bank is required to maintain stock in the Federal Reserve Bank of
Atlanta based on a specified ratio relative to the Bank’s capital. Federal Reserve Bank stock is carried at cost and may be sold
back to the Federal Reserve Bank at its carrying value.
Investment Sales. There were no sales of investment securities for each of the last three years.
Maturity Distribution. At December 31, 2018, the Company's investment securities had the following maturity distribution based
on contractual maturity. Expected maturities may differ from contractual maturities because borrowers may have the right to call
or prepay obligations. Mortgage-backed securities and certain amortizing U.S. government agency securities are shown
separately since they are not due at a certain maturity date.
(Dollars in Thousands)
Due in one year or less
Due after one through five years
Mortgage-Backed Securities
U.S. Government Agency
Equity Securities
Total
Available for Sale
Held to Maturity
Amortized
Cost
Market
Value
Amortized
Cost
Market
Value
$
$
117,923 $
208,237
903
113,848
7,794
448,705 $
117,163 $
206,247
943
114,010
7,794
446,157 $
20,104 $
21,496
175,720
-
-
217,320 $
19,924
21,173
173,316
-
-
214,413
Unrealized Losses. The following table summarizes the investment securities with unrealized losses at December 31, aggregated
by major security type and length of time in a continuous unrealized loss position:
76
(Dollars in Thousands)
December 31, 2018
Available for Sale
U.S. Government Treasury
U.S. Government Agency
States and Political Subdivisions
Mortgage-Backed Securities
Total
Held to Maturity
U.S. Government Treasury
States and Political Subdivisions
Mortgage-Backed Securities
Total
December 31, 2017
Available for Sale
U.S. Government Treasury
U.S. Government Agency
States and Political Subdivisions
Mortgage-Backed Securities
Total
Held to Maturity
U.S. Government Treasury
States and Political Subdivisions
Mortgage-Backed Securities
Total
Less Than 12 Months
Market
Value
Unrealized
Losses
Greater Than 12 Months
Unrealized
Losses
Market
Value
Total
Market
Value
Unrealized
Losses
$
$
28,420 $
53,237
8,243
10
89,910
80 $ 193,501 $
271
12
-
363
28,735
31,417
-
253,653
2,536 $ 221,921 $
244
132
-
2,912
81,972
39,660
10
343,563
-
204
51,327
51,531 $
-
-
389
389 $ 125,598 $
34,612
6,281
84,705
34,612
6,485
477
26
2,235
2,738 $ 177,129 $
136,032
$ 155,443 $
45,737
82,999
2
284,181
963 $
150
320
-
1,433
79,900 $
25,757
5,549
-
111,206
1,201 $ 235,343 $
257
58
-
1,516
71,494
88,548
2
395,387
77,861
6,955
56,030
$ 140,846 $
298
41
469
808 $
14,939
-
30,216
45,155 $
143
-
743
886 $ 186,001 $
92,800
6,955
86,246
2,616
515
144
-
3,275
477
26
2,624
3,127
2,164
407
378
-
2,949
441
41
1,212
1,694
Management evaluates securities for other than temporary impairment at least quarterly, and more frequently when economic or
market concerns warrant such evaluation. Declines in the fair value of held-to-maturity and available-for-sale securities below
their cost that are deemed to be other than temporary are reflected in earnings as realized losses. In estimating other-than-
temporary impairment losses, the Company considers, (i) whether it has decided to sell the security, (ii) whether it is more likely
than not that the Company will have to sell the security before its market value recovers, and (iii) whether the present value of
expected cash flows is sufficient to recover the entire amortized cost basis. When assessing a security’s expected cash flows, the
Company considers, among other things, (i) the length of time and the extent to which the fair value has been less than cost and
(ii) the financial condition and near-term prospects of the issuer. In analyzing an issuer’s financial condition, management
considers whether the securities are issued by the federal government or its agencies, whether downgrades by rating agencies have
occurred, regulatory issues, and analysts’ reports.
At December 31, 2018, there were 492 positions (combined AFS and HTM) with unrealized losses totaling $6.4 million. 53 of
these positions were U.S. government treasury securities guaranteed by the U.S. government. 292 of these positions were U.S.
government agency and mortgage-backed securities issued by U.S. government sponsored entities. The remaining 147 securities
are direct obligations of the U.S. government (10) and municipal bonds (137). Municipal bonds are relatively short-term in nature
(less than 5 years), and hold a minimum rating of A+, with over 80% of our municipal bond portfolio pre-refunded or escrowed to
maturity with U.S. government securities. Because the declines in the market value of these securities are attributable to changes
in interest rates and not credit quality and because the Company has the present ability and intent to hold these investments until
there is a recovery in fair value, which may be at maturity, the Company does not consider these investments to be other-than-
temporarily impaired at December 31, 2018.
77
Note 3
LOANS, NET
Loan Portfolio Composition. The composition of the loan portfolio at December 31 was as follows:
(Dollars in Thousands)
Commercial, Financial and Agricultural
Real Estate – Construction
Real Estate – Commercial Mortgage
Real Estate – Residential(1)
Real Estate – Home Equity
Consumer(2)
Loans, Net of Unearned Income
2018
2017
233,689
89,527
602,061
342,215
210,111
296,622
1,774,225
$
$
218,166
77,966
535,707
311,906
229,513
280,234
1,653,492
$
$
(1) Includes loans in process with outstanding balances of $9.2 million and $9.1 million for 2018 and 2017, respectively.
(2) Includes overdraft balances of $1.6 million for 2018 and 2017.
Net deferred costs included in loans were $1.5 million at December 31, 2018 and $1.5 million at December 31, 2017.
The Company has pledged a blanket floating lien on all 1-4 family residential mortgage loans, commercial real estate mortgage
loans, and home equity loans to support available borrowing capacity at the FHLB of Atlanta and has pledged a blanket floating
lien on all consumer loans, commercial loans, and construction loans to support available borrowing capacity at the Federal
Reserve Bank of Atlanta.
Nonaccrual Loans. Loans are generally placed on nonaccrual status if principal or interest payments become 90 days past due
and/or management deems the collectability of the principal and/or interest to be doubtful. Loans are returned to accrual status
when the principal and interest amounts contractually due are brought current or when future payments are reasonably assured.
The following table presents the recorded investment in nonaccrual loans and loans past due over 90 days and still on accrual by
class of loans at December 31:
(Dollars in Thousands)
Commercial, Financial and Agricultural
Real Estate – Construction
Real Estate – Commercial Mortgage
Real Estate – Residential
Real Estate – Home Equity
Consumer
Total Nonaccrual Loans
2018
2017
Nonaccrual
90 + Days
Nonaccrual
90 + Days
$
$
267
722
2,860
2,119
584
320
6,872
$
$
-
-
-
-
-
-
-
$
$
629
297
2,370
1,938
1,748
177
7,159
$
$
-
-
-
-
-
36
36
Loan Portfolio Aging. A loan is defined as a past due loan when one full payment is past due or a contractual maturity is over 30
days past due (“DPD”).
78
The following table presents the aging of the recorded investment in past due loans by class of loans at December 31,
(Dollars in Thousands)
2018
Commercial, Financial and Agricultural
Real Estate – Construction
Real Estate – Commercial Mortgage
Real Estate – Residential
Real Estate – Home Equity
Consumer
Total Past Due Loans
2017
Commercial, Financial and Agricultural
Real Estate – Construction
Real Estate – Commercial Mortgage
Real Estate – Residential
Real Estate – Home Equity
Consumer
Total Past Due Loans
30-59
DPD
60-89
DPD
90 +
DPD
Total
Past Due
Total
Current
Total
Loans(1)
$
104
489
124
745
512
1,661
3,635
$
$
87
811
437
701
80
1,316
3,432
$
$
$
$
$
58
-
-
627
124
313
1,122
55
-
195
446
2
413
1,111
$
$
$
$
-
-
-
-
-
-
-
-
-
-
-
-
36
36
$
$
$
$
162
489
124
1,372
636
1,974
4,757
142
811
632
1,147
82
1,765
4,579
$
233,260
88,316
599,077
338,724
208,891
294,328
$ 1,762,596
$
217,395
76,858
532,705
308,821
227,683
278,292
$ 1,641,754
$
233,689
89,527
602,061
342,215
210,111
296,622
$ 1,774,225
$
218,166
77,966
535,707
311,906
229,513
280,234
$ 1,653,492
(1) Total Loans include nonaccrual loans of $6.9 million for 2018 and $7.2 million for 2017.
Allowance for Loan Losses. The allowance for loan losses is a reserve established through a provision for loan losses charged to
expense, which represents management’s best estimate of probable losses within the existing portfolio of loans. Loans are
charged-off to the allowance when losses are deemed to be probable and reasonably quantifiable.
79
The following table details the activity in the allowance for loan losses by portfolio class for the years ended December 31.
Allocation of a portion of the allowance to one category of loans does not preclude its availability to absorb losses in other
categories.
(Dollars in Thousands)
2018
Beginning Balance
Provision for Loan Losses
Charge-Offs
Recoveries
Net Charge-Offs
Ending Balance
2017
Beginning Balance
Provision for Loan Losses
Charge-Offs
Recoveries
Net Charge-Offs
Ending Balance
2016
Beginning Balance
Provision for Loan Losses
Charge-Offs
Recoveries
Net Charge-Offs
Ending Balance
Commercial
,
Real Estate
Financial, Real Estate Commercial Real Estate Real Estate
Agricultural Construction Mortgage
Residential Home Equity Consumer
Total
$
$
$
$
$
$
1,191
428
(644)
459
(185)
1,434
1,198
1,037
(1,357)
313
(1,044)
1,191
905
817
(861)
337
(524)
1,198
$
$
$
$
$
$
122
139
(7)
26
19
280
168
(96)
-
50
50
122
101
67
-
-
-
168
$
$
$
$
$
$
4,346
(223)
(315)
373
58
4,181
4,315
542
(685)
174
(511)
4,346
4,498
(242)
(349)
408
59
4,315
$
$
$
$
$
$
3,206
331
(780)
643
(137)
3,400
3,445
(444)
(411)
616
205
3,206
4,409
(1,296)
(899)
1,231
332
3,445
$
$
$
$
$
$
2,506
137
(533)
191
(342)
2,301
2,297
180
(190)
219
29
2,506
2,473
(135)
(450)
409
(41)
2,297
$
$
$
$
$
$
1,936
2,109
(2,395)
964
(1,431)
2,614
$ 13,307
2,921
(4,674)
2,656
(2,018)
$ 14,210
2,008
996
(2,193)
1,125
(1,068)
1,936
$ 13,431
2,215
(4,836)
2,497
(2,339)
$ 13,307
1,567
1,608
(2,127)
960
(1,167)
2,008
$ 13,953
819
(4,686)
3,345
(1,341)
$ 13,431
80 The following table details the amount of the allowance for loan losses by portfolio class at December 31, disaggregated on the
basis of the Company’s impairment methodology:
(Dollars in Thousands)
2018
Period-end amount
Allocated to:
Loans Individually
Evaluated for Impairment
Loans Collectively
Evaluated for Impairment
Ending Balance
2017
Period-end amount
Allocated to:
Loans Individually
Evaluated for Impairment
Loans Collectively
Evaluated for Impairment
Ending Balance
2016
Period-end amount
Allocated to:
Loans Individually
Evaluated for Impairment
Loans Collectively
Evaluated for Impairment
Ending Balance
Commercial
,
Real Estate
Financial, Real Estate Commercial Real Estate Real Estate
Agricultural Construction Mortgage
Residential Home Equity Consumer
Total
$
$
$
$
$
$
118
$
52
$
1,026
$
919
$
289
$
1
$ 2,405
1,316
1,434
$
228
280
$
3,155
4,181
$
2,481
3,400
$
2,012
2,301
2,613
2,614
11,805
$ 14,210
$
215
$
1
$
2,165
$
1,220
$
515
$
1
$ 4,117
976
1,191
$
121
122
$
2,181
4,346
$
1,986
3,206
$
1,991
2,506
1,935
1,936
9,190
$ 13,307
$
80
$
-
$
2,038
$
1,561
$
335
$
6
$ 4,020
1,118
1,198
$
168
168
$
2,277
4,315
$
1,884
3,445
$
1,962
2,297
2,002
2,008
9,411
$ 13,431
$
81 The Company’s recorded investment in loans as of December 31 related to each balance in the allowance for loan losses by
portfolio class and disaggregated on the basis of the Company’s impairment methodology was as follows:
Commercial
,
Real Estate
Financial, Real Estate Commercial Real Estate Real Estate
(Dollars in Thousands) Agricultural Construction Mortgage
2018
Individually Evaluated
for Impairment
Collectively Evaluated
for Impairment
Total
232,816
233,689
88,746
89,527
589,411
602,061
12,650
781
873
$
$
$
$
$
$
Residential Home Equity Consumer
Total
$
$
10,593
$
2,210
$
88
$
27,195
331,622
342,215
$
207,901
210,111
$
296,534
296,622
1,747,030
$ 1,774,225
2017
Individually Evaluated
for Impairment
Collectively Evaluated
for Impairment
Total
2016
Individually Evaluated
for Impairment
Collectively Evaluated
for Impairment
Total
$
$
$
$
1,378
$
361
$
19,280
$
12,871
$
3,332
$
113
$
37,335
216,788
218,166
$
77,605
77,966
$
516,427
535,707
$
299,035
311,906
$
226,181
229,513
$
280,121
280,234
1,616,157
$ 1,653,492
1,042
$
247
$
23,855
$
15,596
$
3,375
$
174
$
44,289
215,362
216,404
$
58,196
58,443
$
480,123
503,978
$
265,913
281,509
$
233,137
236,512
$
264,269
264,443
1,517,000
$ 1,561,289
Impaired Loans. Loans are deemed to be impaired when, based on current information and events, it is probable that the
Company will not be able to collect all amounts due (principal and interest payments), according to the contractual terms of the
loan agreement. Loans, for which the terms have been modified, and for which the borrower is experiencing financial difficulties,
are considered troubled debt restructurings and classified as impaired.
The following table presents loans individually evaluated for impairment by class of loans at December 31:
(Dollars in Thousands)
2018
Commercial, Financial and Agricultural
Real Estate – Construction
Real Estate – Commercial Mortgage
Real Estate – Residential
Real Estate – Home Equity
Consumer
Total
2017
Commercial, Financial and Agricultural
Real Estate – Construction
Real Estate – Commercial Mortgage
Real Estate – Residential
Real Estate – Home Equity
Consumer
Total
$
$
$
$
Unpaid
Principal
Balance
Recorded
Investment
Recorded
Investment
With No Allowance With Allowance
Related
Allowance
873
781
12,650
10,593
2,210
88
27,195
1,378
361
19,280
12,871
3,332
113
37,335
$
$
$
$
101
459
2,384
1,482
855
49
5,330
118
297
1,763
1,516
1,157
45
4,896
$
$
$
$
772
322
10,266
9,111
1,355
39
21,865
1,260
64
17,517
11,355
2,175
68
32,439
$
$
$
$
118
52
1,026
919
289
1
2,405
215
1
2,165
1,220
515
1
4,117
82 Nonaccrual loans include both smaller balance homogenous loans that are collectively evaluated for impairment and individually
classified impaired loans. Therefore, the sum of nonaccrual loans and accruing troubled debt restructurings will differ from the
total individually classified impaired amount.
The following table summarizes the average recorded investment and interest income recognized for each of the last three years
by class of impaired loans:
2018
2017
2016
(Dollars in Thousands)
Commercial, Financial and Agricultural $
Real Estate – Construction
Real Estate – Commercial Mortgage
Real Estate – Residential
Real Estate – Home Equity
Consumer
Total
$
Average
Recorded
Investment
1,123
729
17,463
11,890
2,714
99
34,018
Total
Interest
Income
87
3
653
550
98
7
1,398
$
$
Average
Recorded
Investment
1,117
$
339
21,682
14,261
3,290
141
40,830
$
$
$
Total
Interest
Income
Average
Recorded
Investment
886
69
21,376
17,314
3,076
207
42,928
48 $
4
911
683
108
8
1,762 $
Total
Interest
Income
$
$
49
1
920
786
115
9
1,880
Credit Risk Management. The Company has adopted comprehensive lending policies, underwriting standards and loan review
procedures designed to maximize loan income within an acceptable level of risk. Management and the Board of Directors review
and approve these policies and procedures on a regular basis (at least annually).
Reporting systems have been implemented to monitor loan originations, loan quality, concentrations of credit, loan delinquencies
and nonperforming loans and potential problem loans. Management and the Credit Risk Oversight Committee periodically
review our lines of business to monitor asset quality trends and the appropriateness of credit policies. In addition, total borrower
exposure limits are established and concentration risk is monitored. As part of this process, the overall composition of the
portfolio is reviewed to gauge diversification of risk, client concentrations, industry group, loan type, geographic area, or other
relevant classifications of loans. Specific segments of the loan portfolio are monitored and reported to the Board on a quarterly
basis and have strategic plans in place to supplement Board approved credit policies governing exposure limits and underwriting
standards. Detailed below are the types of loans within the Company’s loan portfolio and risk characteristics unique to each.
Commercial, Financial, and Agricultural – Loans in this category are primarily made based on identified cash flows of the
borrower with consideration given to underlying collateral and personal or other guarantees. Lending policy establishes debt
service coverage ratio limits that require a borrower’s cash flow to be sufficient to cover principal and interest payments on all
new and existing debt. The majority of these loans are secured by the assets being financed or other business assets such as
accounts receivable, inventory, or equipment. Collateral values are determined based upon third party appraisals and evaluations.
Loan to value ratios at origination are governed by established policy guidelines.
Real Estate Construction – Loans in this category consist of short-term construction loans, revolving and non-revolving credit
lines and construction/permanent loans made to individuals and investors to finance the acquisition, development, construction or
rehabilitation of real property. These loans are primarily made based on identified cash flows of the borrower or project and
generally secured by the property being financed, including 1-4 family residential properties and commercial properties that are
either owner-occupied or investment in nature. These properties may include either vacant or improved property. Construction
loans are generally based upon estimates of costs and value associated with the completed project. Collateral values are
determined based upon third party appraisals and evaluations. Loan to value ratios at origination are governed by established
policy guidelines. The disbursement of funds for construction loans is made in relation to the progress of the project and as such
these loans are closely monitored by on-site inspections.
Real Estate Commercial Mortgage – Loans in this category consists of commercial mortgage loans secured by property that is
either owner-occupied or investment in nature. These loans are primarily made based on identified cash flows of the borrower or
project with consideration given to underlying real estate collateral and personal guarantees. Lending policy establishes debt
service coverage ratios and loan to value ratios specific to the property type. Collateral values are determined based upon third
party appraisals and evaluations.
Real Estate Residential – Residential mortgage loans held in the Company’s loan portfolio are made to borrowers that
demonstrate the ability to make scheduled payments with full consideration to underwriting factors such as current income,
employment status, current assets, and other financial resources, credit history, and the value of the collateral. Collateral consists
of mortgage liens on 1-4 family residential properties. Collateral values are determined based upon third party appraisals and
evaluations. The Company does not originate sub-prime loans.
83
Real Estate Home Equity – Home equity loans and lines are made to qualified individuals for legitimate purposes generally
secured by senior or junior mortgage liens on owner-occupied 1-4 family homes or vacation homes. Borrower qualifications
include favorable credit history combined with supportive income and debt ratio requirements and combined loan to value ratios
within established policy guidelines. Collateral values are determined based upon third party appraisals and evaluations.
Consumer Loans – This loan portfolio includes personal installment loans, direct and indirect automobile financing, and overdraft
lines of credit. The majority of the consumer loan portfolio consists of indirect and direct automobile loans. Lending policy
establishes maximum debt to income ratios, minimum credit scores, and includes guidelines for verification of applicants’ income
and receipt of credit reports.
Credit Quality Indicators. As part of the ongoing monitoring of the Company’s loan portfolio quality, management categorizes
loans into risk categories based on relevant information about the ability of borrowers to service their debt such as: current
financial information, historical payment performance, credit documentation, and current economic/market trends, among other
factors. Risk ratings are assigned to each loan and revised as needed through established monitoring procedures for individual
loan relationships over a predetermined amount and review of smaller balance homogenous loan pools. The Company uses the
definitions noted below for categorizing and managing its criticized loans. Loans categorized as “Pass” do not meet the criteria
set forth for the Special Mention, Substandard, or Doubtful categories and are not considered criticized.
Special Mention – Loans in this category are presently protected from loss, but weaknesses are apparent which, if not corrected,
could cause future problems. Loans in this category may not meet required underwriting criteria and have no mitigating
factors. More than the ordinary amount of attention is warranted for these loans.
Substandard – Loans in this category exhibit well-defined weaknesses that would typically bring normal repayment into jeopardy.
These loans are no longer adequately protected due to well-defined weaknesses that affect the repayment capacity of the
borrower. The possibility of loss is much more evident and above average supervision is required for these loans.
Doubtful – Loans in this category have all the weaknesses inherent in a loan categorized as Substandard, with the characteristic
that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly
questionable and improbable.
The following table presents the risk category of loans by segment at December 31:
(Dollars in Thousands)
2018
Pass
Special Mention
Substandard
Doubtful
Total Loans
2017
Pass
Special Mention
Substandard
Doubtful
Total Loans
Commercial,
Financial,
Agriculture
Real Estate
Consumer
$
$
$
$
232,417
479
793
-
233,689
209,230
7,879
1,057
-
218,166
$
$
$
$
1,211,451
11,048
21,415
-
1,243,914
1,112,477
13,324
29,291
-
1,155,092
$
$
$
$
295,888
54
680
-
296,622
279,515
65
654
-
280,234
$
$
$
$
Total
Loans
1,739,756
11,581
22,888
-
1,774,225
1,601,222
21,268
31,002
-
1,653,492
84
Troubled Debt Restructurings (“TDRs”). TDRs are loans in which the borrower is experiencing financial difficulty and the
Company has granted an economic concession to the borrower that it would not otherwise consider. In these instances, as part of
a work-out alternative, the Company will make concessions including the extension of the loan term, a principal moratorium, a
reduction in the interest rate, or a combination thereof. The impact of the TDR modifications and defaults are factored into the
allowance for loan losses on a loan-by-loan basis as all TDRs are, by definition, impaired loans. Thus, specific reserves are
established based upon the results of either a discounted cash flow analysis or the underlying collateral value, if the loan is
deemed to be collateral dependent. A TDR classification can be removed if the borrower’s financial condition improves such that
the borrower is no longer in financial difficulty, the loan has not had any forgiveness of principal or interest, and the loan is
subsequently refinanced or restructured at market terms and qualifies as a new loan.
The following table presents loans classified as TDRs at December 31:
2018
2017
(Dollars in Thousands)
Commercial, Financial and Agricultural
Real Estate – Construction
Real Estate – Commercial Mortgage
Real Estate – Residential
Real Estate – Home Equity
Consumer
Total TDRs
Accruing
873
59
9,910
9,234
1,920
88
22,084
$
$
$
Nonaccruing
$
-
-
1,239
1,222
179
-
2,640
Accruing
Nonaccruing
$
$
822
64
17,058
11,666
2,441
113
32,164
$
$
-
-
1,636
503
186
-
2,325
For TDRs, the Company estimated $2.3 million and $3.8 million of impaired loan loss reserves for these loans at December 31,
2018 and December 31, 2017, respectively.
Loans classified as TDRs during 2018, 2017, and 2016 are presented in the table below. The modifications made during the
reporting period involved either an extension of the loan term, a principal moratorium, a reduction in the interest rate, or a
combination thereof. The financial impact of these modifications was not material.
2018
2017
2016
(Dollars in Thousands)
Commercial, Financial and Agricultural
Real Estate – Construction
Real Estate – Commercial Mortgage
Real Estate – Residential
Real Estate – Home Equity
Consumer
Total TDRs
Number
of
Contracts
1
-
1
2
2
-
6
Recorded
Number
of
Recorded
Number
of
Investment(1) Contracts
1
$
1
1
2
4
-
9
230
-
228
108
110
-
676
$
Investment(1) Contracts
22
$
65
70
283
203
-
643
-
-
3
6
5
-
14
$
Recorded
Investment(1)
-
$
-
5,012
590
206
-
5,808
$
(1) Recorded investment reflects charge-offs and additional funds advanced at time of restructure, if applicable.
The following table provides information on how TDRs were modified during the periods included.
(Dollars in Thousands)
Extended amortization
Interest rate adjustment
Extended amortization and
interest rate adjustment
Principal Moratorium
Other
Total TDRs
2018
2017
2016
Number
of
Contracts
2
1
1
2
-
6
Post-Modified Number
Recorded
Investment
$
$
303
33
27
313
-
676
of
Contracts
1
3
4
-
1
9
Post-Modified
Recorded
Investment
Number
of
Contracts
Post-Modified
Recorded
Investment
$
$
70
302
249
-
22
643
$
3
-
11
-
-
14
$
4,703
-
1,105
-
-
5,808
85
The following table presents loans classified as TDRs for which there was a payment default and the loans were modified within
the twelve months prior to default.
2018
2017
(Dollars in Thousands)
Commercial, Financial and Agricultural
Real Estate – Construction
Real Estate – Commercial Mortgage
Real Estate – Residential
Total TDRs
Number
of
Contracts
-
-
-
1
1
Recorded
Number
of
Investment(1) Contracts
-
-
$
-
-
-
-
-
76
-
76
$
2016
Number
Recorded
of
Investment(1) Contracts
-
$
-
-
-
-
-
-
-
-
-
$
Recorded
Investment(1)
-
$
-
-
-
-
$
(1) Recorded investment reflects charge-offs and additional funds advanced at time of restructure, if applicable.
Note 4
PREMISES AND EQUIPMENT
The composition of the Company's premises and equipment at December 31 was as follows:
(Dollars in Thousands)
Land
Buildings(1)
Fixtures and Equipment
Total
Accumulated Depreciation
Premises and Equipment, Net
2018
2017
23,697
109,711
45,572
178,980
(91,790)
87,190
$
$
24,061
111,716
45,012
180,789
(89,091)
91,698
$
$
Depreciation expense for the above premises and equipment was approximately $6.5 million in 2018 and $6.6 million in 2017.
Note 5
GOODWILL
At December 31, 2018 and December 31, 2017, the Company had goodwill of $84.8 million. Goodwill is tested for impairment
on an annual basis, or more often if impairment indicators exist. Testing allows for a qualitative assessment of goodwill
impairment indicators. If the assessment indicates that impairment has more than likely occurred, the Company must compare the
estimated fair value of the reporting unit to its carrying amount. If the carrying amount of the reporting unit exceeds its estimated
fair value, an impairment charge is recorded equal to the excess.
During the fourth quarter of 2018, the Company performed its annual goodwill impairment testing and determined that no
goodwill impairment existed at December 31, 2018. The Company will continue to evaluate goodwill for impairment as defined
by ASC Topic 350.
Note 6
OTHER REAL ESTATE OWNED
The following table presents other real estate owned activity at of December 31,
(Dollars in Thousands)
Beginning Balance
Additions
Valuation Write-Downs
Sales
Other
Ending Balance
2018
2017
2016
3,941
2,140
(1,046)
(2,793)
(13)
2,229
$
$
10,638
2,384
(1,318)
(7,496)
(267)
3,941
$
$
19,290
4,016
(2,363)
(10,305)
-
10,638
$
$
86
Net expenses applicable to other real estate owned for the three years ended December 31, was as follows:
(Dollars in Thousands)
Gains from the Sale of Properties
Losses from the Sale of Properties
Rental Income from Properties
Property Carrying Costs
Valuation Adjustments
Total
2018
2017
2016
$
$
(2,288)
307
(12)
505
1,046
(442)
$
$
(1,054)
518
(76)
429
1,318
1,135
$
$
(410)
1,272
(88)
511
2,364
3,649
At December 31, 2018, the Company had $1.2 million of loans secured by residential real estate in the process of foreclosure.
Note 7
DEPOSITS
The composition of the Company's interest bearing deposits at December 31 was as follows:
(Dollars in Thousands)
NOW Accounts
Money Market Accounts
Savings Deposits
Time Deposits
Total Interest Bearing Deposits
2018
2017
867,209
237,739
358,306
120,744
1,583,998
$
$
877,820
239,212
335,140
143,122
1,595,294
$
$
At December 31, 2018 and 2017, $1.6 million in overdrawn deposit accounts were reclassified as loans.
Time deposits that meet or exceed the FDIC insurance limit of $250,000 totaled $6.5 million and $8.2 million at December 31,
2018 and December 31, 2017, respectively.
At December 31, the scheduled maturities of time deposits were as follows:
(Dollars in Thousands)
2019
2020
2021
2022
2023 and thereafter
Total
2018
98,960
13,563
5,045
1,668
1,508
120,744
$
$
Interest expense on deposits for the three years ended December 31, was as follows:
(Dollars in Thousands)
NOW Accounts
Money Market Accounts
Savings Deposits
Time Deposits < $250,000
Time Deposits > $250,000
Total
2018
2017
2016
$
$
3,152
675
172
234
10
4,243
$
$
1,094
252
159
274
10
1,789
$
$
292
120
144
306
17
879
87 Note 8
SHORT-TERM BORROWINGS
Short-term borrowings included the following:
(Dollars in Thousands)
2018
Balance at December 31
Maximum indebtedness at any month end
Daily average indebtedness outstanding
Average rate paid for the year
Average rate paid on period-end borrowings
2017
Balance at December 31
Maximum indebtedness at any month end
Daily average indebtedness outstanding
Average rate paid for the year
Average rate paid on period-end borrowings
2016
Balance at December 31
Maximum indebtedness at any month end
Daily average indebtedness outstanding
Average rate paid for the year
Average rate paid on period-end borrowings
Federal Funds
Purchased
Securities
Sold Under
Repurchase
Agreements(1)
Other
Short-Term
Borrowings(2)
$
$
$
$
$
$
-
-
20
2.41 %
- %
-
-
7
1.60 %
- %
-
-
11
1.00 %
- %
$
$
$
10,092
10,092
7,951
0.49 %
0.88 %
7,272
7,272
7,266
0.10 %
0.15 %
6,490
74,911
32,732
0.05 %
0.05 %
3,449
10,044
3,021
2.31 %
1.61 %
208
6,218
2,654
2.79 %
6.13 %
6,259
7,961
4,019
3.28 %
3.05 %
(1) Balances are fully collateralized by government treasury or agency securities held in the Company's investment portfolio.
(2) Comprised of FHLB advances.
Note 9
LONG-TERM BORROWINGS
Federal Home Loan Bank Advances. FHLB long-term advances totaled $6.5 million at December 31, 2018 and $11.3 million at
December 31, 2017. The advances mature at varying dates from 2020 through 2025 and had a weighted-average rate of 2.99%
and 2.48% at December 31, 2018 and 2017, respectively. The FHLB 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
FHLB advances is paid on a monthly basis.
Note Payable. Long-term note payable totaled $2.1 million at December 31, 2018 and $2.7 million at December 31, 2017. The
note matures on March 30, 2027. Interest is payable quarterly on the note equal to the prime interest rate which is adjusted
quarterly. A principal payment of $0.3 million is required on an annual basis.
Scheduled minimum future principal payments on our other long-term borrowings at December 31 were as follows:
(Dollars in Thousands)
2019
2020
2021
2022
2023
2024 and thereafter
Total
2018
1,314
1,667
1,209
2,891
553
934
8,568
$
$
88 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 interest in the assets
of the trust. The interest payments are due quarterly at 3-month LIBOR plus a margin of 1.90%, adjusted quarterly. The trust
preferred securities will mature on December 31, 2034, and are redeemable upon approval of the Federal Reserve 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 similar to the trust
preferred securities.
In May 2005, CCBG Capital Trust II issued $31.0 million of trust preferred securities which represent interest in the assets of the
trust. The interest payments are due quarterly at 3-month LIBOR plus a margin of 1.80%, adjusted quarterly. The trust preferred
securities will mature on June 15, 2035, and are redeemable upon approval of the Federal Reserve in whole or in part at the option
of the Company 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. At December 31, 2018, the Company has paid all interest payments in full.
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 unconditional guarantee by the Company of the two
trusts' obligations under the two trust preferred security issuances.
On April 12, 2016, the Company retired $10 million in face value of trust preferred securities that were auctioned as part of a
liquidation of a pooled collateralized debt obligation fund. The trust preferred securities were originally issued through CCBG
Capital Trust I. The Company’s winning bid equated to approximately 75% of the $10 million par value, with the 25% discount
resulting in a pre-tax gain of approximately $2.5 million. The Company utilized internal resources and a $3.75 million draw on a
short-term borrowing facility to fund the repurchase.
Despite the fact that the accounts of CCBG Capital Trust I and CCBG Capital Trust II are not included in the Company’s
consolidated financial statements, the $20.0 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 guidelines.
89 Note 10
INCOME TAXES
The provision for income taxes reflected in the statements of comprehensive income is comprised of the following components:
(Dollars in Thousands)
Current:
Federal
State
Deferred:
Federal
State
Expense Due to Enactment of Federal Tax Reform
Change in Valuation Allowance
Total:
Federal
State
Expense Due to Enactment of Federal Tax Reform
Change in Valuation Allowance
Total
2018
2017
2016
$
$
$
(1,617)
201
(1,416)
3,620
1,285
-
(68)
4,837
2,003
1,486
-
(68)
3,421
$
5,792
140
5,932
1,232
974
4,066
(1)
6,271
7,024
1,114
4,066
(1)
12,203
$
$
2,295
115
2,410
2,742
712
-
3
3,457
5,037
827
-
3
5,867
On December 22, 2017, H.R.1, commonly known as the Tax Cuts and Jobs Act (the “Tax Act”), was signed into law. Among
other things, the Tax Act reduced our corporate federal tax rate from 35% to 21% effective January 1, 2018. As a result, we were
required to re-measure, through 2017 income tax expense, our deferred tax assets and liabilities using the enacted rate at which
we expect them to be recovered or settled.
On December 22, 2017, the SEC staff issued Staff Accounting Bulletin No. 118 (“SAB 118”), which provides guidance on
accounting for the tax effects of the Tax Act. SAB 118 provides a measurement period that should not extend beyond one year
from the Tax Act enactment date for companies to complete the accounting under ASC 740, Income Taxes. The Company’s
2017 financial results reflected the income tax effects of the Act for which the accounting under ASC Topic 740 was complete
and provisional amounts for those specific income tax effects of the 2017 Tax Act for which the accounting under ASC Topic 740
was incomplete but a reasonable estimate could be determined. The Company recorded a provisional amount of $4.1 million tax
expense for the impact of the re-measurement of its deferred tax inventory. No adjustments to the provisional amounts were
recorded during the one year measurement period ended December 22, 2018.
Income taxes provided were different than the tax expense computed by applying the statutory federal income tax rate of 21% in
2018 and 35% in 2017 and 2016 to pre-tax income as a result of the following:
(Dollars in Thousands)
Tax Expense at Federal Statutory Rate
Increases (Decreases) Resulting From:
Tax-Exempt Interest Income
2017 Provision to Return - Impact of Federal Tax Reform
State Taxes, Net of Federal Benefit
Other
Change in Valuation Allowance
Tax-Exempt Cash Surrender Value Life Insurance Benefit
Expense Due to Enactment of Federal Tax Reform
Actual Tax Expense
2018
2017
2016
$
6,225
$
8,074
$
6,165
(494)
(3,590)
1,174
348
(68)
(174)
-
3,421
$
(805)
-
724
439
(1)
(294)
4,066
12,203
$
(662)
-
538
121
3
(298)
-
5,867
$
In connection with filing its 2017 income tax returns, the Company recorded a permanent net income tax benefit of $3.6 million.
This benefit was a result of deductions claimed on the Company’s 2017 income tax returns, partially offset by repricing of its
current and deferred income tax position associated with the Tax Cuts and Jobs Act of 2017.
90 Deferred income tax liabilities and assets result from differences 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, 2018
and 2017 are as follows:
(Dollars in Thousands)
Deferred Tax Assets Attributable to:
Allowance for Loan Losses
Accrued Pension/SERP
State Net Operating Loss and Tax Credit Carry-Forwards
Other Real Estate Owned
Federal Net Operating Loss and Tax Credit Carry-Forwards
Accrued SERP Liability
Other
Total Deferred Tax Assets
Deferred Tax Liabilities Attributable to:
Depreciation on Premises and Equipment
Deferred Loan Fees and Costs
Intangible Assets
Accrued Pension Liability
Investments
Other
Total Deferred Tax Liabilities
Valuation Allowance
Net Deferred Tax Asset
2018
2017
3,602
9,102
4,532
1,270
-
1,869
3,101
23,476
3,970
2,356
3,232
5,001
469
4
15,032
1,688
6,756
$
$
$
$
3,373
10,289
5,074
1,520
50
1,398
2,694
24,398
3,272
2,266
3,035
907
469
5
9,954
1,755
12,689
$
$
$
$
In the opinion of management, it is more likely than not that all of the deferred tax assets, with the exception of certain state net
operating loss carry-forwards, certain state tax credit carry-forwards, and certain state capital loss carry-forwards expected to
expire prior to utilization, will be realized. Accordingly, a valuation allowance of $1.7 million is recorded at December 31, 2018.
At December 31, 2018, the Company had state loss and tax credit carry-forwards of approximately $4.5 million, which expire at
various dates from 2019 through 2038.
The Company had no unrecognized tax benefits at December 31, 2018, December 31, 2017, and December 31, 2016.
It is the Company’s policy to recognize interest and penalties accrued relative to unrecognized tax benefits in their respective
federal or state income taxes accounts. There were no penalties and interest related to income taxes recorded in the income
statement for the years ended December 31, 2018, 2017 and 2016. There were no amounts accrued in the balance sheet for
penalties and interest at December 31, 2018 and 2017.
The Company and its subsidiaries file a consolidated U.S. federal income tax return, as well as file various returns in states where
its banking offices are located. The Company is no longer subject to U.S. federal or state tax examinations for years before 2015.
Note 11
STOCK-BASED COMPENSATION
At December 31, 2018, the Company had three stock-based compensation plans, consisting of the 2011 Associate Incentive Plan
(“AIP”), the 2011 Associate Stock Purchase Plan (“ASPP”), and the 2011 Director Stock Purchase Plan (“DSPP”). These plans,
which were approved by the shareowners in April 2011, replaced substantially similar plans approved by the shareowners in
2004. Total compensation expense associated with these plans for 2016 through 2018 was $1.8 million, $2.0 million, and $1.9
million, respectively.
91
AIP. The AIP allows the Company's Board of Directors to award key associates various forms of equity-based incentive
compensation. Under the 2011 AIP there were 875,000 shares reserved for issuance. In 2018, the Company, pursuant to the
terms and conditions of the AIP, created the 2018 Incentive Plan (“2018 Plan”), under which all participants in the 2018 Plan
were eligible to earn performance shares. Awards under the 2018 Plan were tied to internally established performance goals. At
base level targets, the grant-date fair value of the shares eligible to be awarded in 2018 was approximately $0.9 million.
Approximately 75% of the award is in the form of stock and 25% in the form of a cash bonus. For 2018, a total of 28,800 shares
were eligible for issuance, but additional shares could be earned if performance exceeded established goals. A total of 34,436
shares were earned for 2018. The Company recognized expense of $1.1 million, $0.8 million, and $1.2 million for years ended
2018, 2017 and 2016, respectively.
Executive Long-Term Incentive Plan (“LTIP”). In 2007, the Company established a Performance Share Unit Plan under the
provisions of the AIP that allows William G. Smith, Jr., the Chairman, President, and Chief Executive Officer of CCBG, Inc. to
earn shares based on the compound annual growth rate in diluted earnings per share over a three-year period. At December 31,
2018, there were three LTIP agreements in place for the years 2016-2018. The Company recognized $0.3 million, $0.6 million,
and $0.3 million in expense for years 2018, 2017 and 2016, respectively, under these LTIP agreements. At Mr. Smith’s request,
the Compensation Committee, with board approval, exercised its negative discretion option whereby the grant for the three-year
period beginning 2016 was cancelled and therefore there was no pay-out. In addition, the Company entered into similar LTIP
agreements with Thomas A. Barron, the President of CCB for the years 2016-2018 that allows shares to be earned based on the
compound annual growth rate in diluted earnings per share over a three-year period. At December 31, 2018, there were three
LTIP agreements in place for the years 2016-2018. The Company recognized $0.2 million, $0.4, and $0.2 million in expense for
years 2018, 2017 and 2016, respectively. Shares issued under Mr. Barron’s LTIP plans were 9,810 in 2018 and 6,450 in 2017.
The Company also entered into a similar agreement with J. Kimbrough Davis, Chief Financial Officer of the Company, which is
being phased in over a three-year period (2017-2019) that allows shares to be earned based on the compound annual growth rate
in diluted earnings per share. The Company recognized $0.2 million and $0.1 million in expense for the years ended 2018 and
2017, respectively, under this agreement. Shares issued under Mr. Davis’s LTIP plan were 2,406 in 2018.
After deducting the shares earned in 2018 under the AIP and LTIP, 426,472 shares remain eligible for issuance under the 2011
AIP.
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. Under the 2011 DSPP there were 150,000 shares reserved for issuance. For 2018, the Company issued 14,470
shares and recognized approximately $35,000 in expense under the DSPP. For 2017, the Company issued 10,340 shares and
recognized approximately $22,000 in expense under the DSPP. For 2016, the Company issued 15,530 shares under the DSPP and
recognized approximately $23,000 in expense related to this plan. At December 31, 2018, there are 33,910 shares eligible for
issuance under the 2011 DSPP.
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. Under the 2011 ASPP there were 593,750 shares of common stock
reserved for issuance. For 2018, 19,503 shares were acquired and approximately $70,000 in expense was recognized under the
ASPP. For 2017, 28,874 shares were acquired and approximately $94,000 in expense was recognized under the ASPP. For 2016,
44,782 shares were acquired under the ASPP and approximately $100,000 in expense was recognized related to this plan. At
December 31, 2018, 304,073 shares remained eligible for issuance under the ASPP.
Based on the Black-Scholes option pricing model, the weighted average estimated fair value of each of the purchase rights
granted under the ASPP was $3.57 for 2018. For 2017 and 2016, the weighted average fair value purchase right granted was
$3.28 and $2.22, 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)
2018
2017
2016
1.4 %
18.7 %
1.8 %
0.5
1.2 %
21.6 %
0.9 %
0.5
1.1 %
19.5 %
0.4 %
0.5
92 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 total years of service and average of the five highest years of compensation during the ten
years immediately preceding their departure. The Company’s general funding policy is to contribute amounts sufficient to meet
minimum funding requirements as set by law and to ensure deductibility for federal income tax purposes.
The following table details on a consolidated basis the changes in benefit obligation, changes in plan assets, the funded status of
the plan, components of pension expense, amounts recognized in the Company's consolidated statements of financial condition,
and major assumptions used to determine these amounts.
93 (Dollars in Thousands)
Change in Projected Benefit Obligation:
Benefit Obligation at Beginning of Year
Service Cost
Interest Cost
Actuarial (Gain) Loss
Benefits Paid
Expenses Paid
Projected Benefit Obligation at End of Year
Change in Plan Assets:
Fair Value of Plan Assets at Beginning of Year
Actual (Loss) Return on Plan Assets
Employer Contributions
Benefits Paid
Expenses Paid
Fair Value of Plan Assets at End of Year
Funded Status of Plan and Accrued Liability Recognized at End of Year:
Other Liabilities
Accumulated Benefit Obligation at End of Year
Components of Net Periodic Benefit Costs:
Service Cost
Interest Cost
Expected Return on Plan Assets
Amortization of Prior Service Costs
Net Loss Amortization
Net Periodic Benefit Cost
Weighted-Average Assumptions Used to Determine Benefit Obligation:
Discount Rate
Rate of Compensation Increase(1)
Measurement Date
Weighted-Average Assumptions Used to Determine Benefit Cost:
Discount Rate
Expected Return on Plan Assets
Rate of Compensation Increase
Amortization Amounts from Accumulated Other Comprehensive Income:
Net Actuarial (Gain) Loss
Prior Service Cost
Net Loss
Deferred Tax Expense (Benefit)
Other Comprehensive Loss (Gain), net of tax
Amounts Recognized in Accumulated Other Comprehensive Income:
Net Actuarial Losses
Prior Service Cost
Deferred Tax Benefit
Accumulated Other Comprehensive Loss, net of tax
2018
2017
2016
$
$
$
$
$
$
$
$
$
$
$
$
165,084
6,884
5,661
(16,349)
(11,686)
(247)
149,347
129,719
(6,251)
23,000
(11,686)
(247)
134,535
14,812
130,477
6,884
5,661
(9,564)
199
3,673
6,853
4.43%
4.00%
12/31/18
3.71%
7.25%
3.25%
(533)
(199)
(3,673)
1,118
(3,287)
34,491
66
(8,757)
25,800
$
$
$
$
$
$
$
$
$
$
$
$
152,585
6,752
5,750
10,877
(10,541)
(339)
165,084
113,813
16,786
10,000
(10,541)
(339)
129,719
35,365
144,139
6,752
5,750
(8,026)
223
3,812
8,511
3.71%
3.25%
12/31/17
4.21%
7.25%
3.25%
2,117
(223)
(3,812)
5,898
3,980
38,698
265
(9,876)
29,087
$
$
$
$
$
$
$
$
$
$
$
$
141,039
6,453
5,587
9,118
(9,412)
(200)
152,585
105,792
7,633
10,000
(9,412)
(200)
113,813
38,772
130,109
6,453
5,587
(7,736)
278
3,201
7,783
4.21%
3.25%
12/31/16
4.52%
7.50%
3.25%
9,221
(278)
(3,201)
(2,216)
3,526
40,392
488
(15,772)
25,108
(1) For 12/31/2018, the Company utilized an age-graded approach that varies the rate based on the age of
the participants.
The service cost component of net periodic benefit cost is reflected in compensation expense in the accompanying statements of
income. The other components of net periodic cost are included in “other” within the noninterest expense category in the
statements of income. See Note 1 – Significant Accounting Policies for additional information.
94 The Company expects to recognize $3.9 million of the net actuarial loss reflected in accumulated other comprehensive income at
December 31, 2018 as a component of net periodic benefit cost during 2019.
Plan Assets. The Company’s pension plan asset allocation at December 31, 2018 and 2017, and the target asset allocation for
2019 are as follows:
Equity Securities
Debt Securities
Cash and Cash Equivalents
Total
Target
Allocation
2019
Percentage of Plan
Assets at December 31(1)
2018
2017
68 %
27 %
5 %
100 %
67 %
21 %
12 %
100 %
74 %
21 %
5 %
100 %
(1) Represents asset allocation at December 31 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 the
investment manager for the plan. 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 mutual funds that include various high-grade equity securities and investment-grade debt issuances with varying investment
strategies. The target asset allocation will periodically be adjusted based on market conditions and will operate within the
following investment policy statement allocation ranges: equity securities ranging from 55% and 81%, debt securities ranging
from 17% and 37%, and cash and cash equivalents ranging from 0% and 10%. 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 data and
economic/financial data to arrive at expected long-term rates of return for each asset category.
The major categories of assets in the Company’s pension plan at December 31 are presented in the following table. Assets are
segregated by the level of the valuation inputs within the fair value hierarchy established by ASC Topic 820 utilized to measure
fair value (see Note 19 – Fair Value Measurements).
(Dollars in Thousands)
Level 1:
U.S. Treasury Securities
Mutual Funds
Cash and Cash Equivalents
Level 2:
U.S. Government Agency
Corporate Notes/Bonds
2018
2017
$
398
112,131
16,788
$
$
-
118,474
7,103
2,822
2,396
4,142
-
Total Fair Value of Plan Assets
$
134,535
$
129,719
Expected Benefit Payments. At December 31, expected benefit payments related to the defined benefit pension plan were as
follows:
(Dollars in Thousands)
2019
2020
2021
2022
2023
2024 through 2028
Total
2018
11,271
11,536
11,466
11,435
11,571
54,525
111,804
$
$
95 Contributions. The following table details the amounts contributed to the pension plan in 2018 and 2017, and the expected
amount to be contributed in 2019.
(Dollars in Thousands)
Actual Contributions
2017
10,000
$
2018
23,000
$
Expected
Contribution
2019(1)
$
5,000
(1) For 2019, the Company will have the option to make a cash contribution to the plan or utilize pre-funding balances.
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 same service and compensation as used for the pension plan, except the benefits are calculated
without regard to the limits set by the Internal Revenue Code on compensation and benefits. The net benefit payable from the
SERP is the difference between this gross benefit and the benefit payable by the pension plan.
The following table details on a consolidated basis the changes in benefit obligation, the funded status of the plan, components of
pension expense, amounts recognized in the Company's consolidated statements of financial condition, and major assumptions
used to determine these amounts.
96 (Dollars in Thousands)
Change in Projected Benefit Obligation:
Benefit Obligation at Beginning of Year
Interest Cost
Actuarial Loss
Projected Benefit Obligation at End of Year
Funded Status of Plan and Accrued Liability Recognized at End of Year:
Other Liabilities
Accumulated Benefit Obligation at End of Year
Components of Net Periodic Benefit Costs:
Interest Cost
Net Loss Amortization
Net Periodic Benefit Cost
Weighted-Average Assumptions Used to Determine Benefit Obligation:
Discount Rate
Rate of Compensation Increase(1)
Measurement Date
Weighted-Average Assumptions Used to Determine Benefit Cost:
Discount Rate
Rate of Compensation Increase
Amortization Amounts from Accumulated Other Comprehensive Income:
Net Actuarial Loss
Net Loss
Deferred Tax (Benefit) Expense
Other Comprehensive Loss (Gain), net of tax
Amounts Recognized in Accumulated Other Comprehensive Income:
Net Actuarial Loss
Deferred Tax Benefit
Accumulated Other Comprehensive Loss, net of tax
2018
2017
2016
7,285
227
1,348
8,860
8,860
7,557
227
1,626
1,853
4.23%
4.00%
12/31/18
3.53%
3.25%
1,348
(1,626)
71
(207)
1,348
(341)
1,007
$
$
$
$
$
$
$
$
$
5,741
191
1,353
7,285
7,285
6,485
191
597
788
3.53%
3.25%
12/31/17
3.92%
3.25%
1,353
(597)
(77)
679
1,626
(412)
1,214
$
$
$
$
$
$
$
$
$
4,842
162
737
5,741
5,741
4,913
162
759
921
3.92%
3.25%
12/31/16
4.13%
3.25%
737
(759)
8
(14)
870
(336)
534
$
$
$
$
$
$
$
$
$
(1) For 12/31/2018, the Company utilized an age-graded approach that varies the rate based on the age of
the participants.
The Company expects to recognize approximately $0.8 million of the net actuarial loss reflected in accumulated other
comprehensive income at December 31, 2018 as a component of net periodic benefit cost during 2019.
Expected Benefit Payments. As of December 31, expected benefit payments related to the SERP were as follows:
(Dollars in Thousands)
2019
2020
2021
2022
2023
2024 through 2028
Total
2018
3,638
2,294
1,454
1,244
823
89
9,542
$
$
97 401(k) Plan
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
contribute any amount, up to the maximum annual limit allowed by the IRS, of their compensation withheld in any plan year
placed in the 401(k) Plan trust account. Matching contributions of 50% from the Company are made up to 6% of the participant's
compensation for eligible associates. For the years 2016-2018, the Company made annual matching contributions of $0.6 million.
The participant may choose to invest their contributions into thirty-three investment options available to 401(k) participants,
including the Company’s common stock. A total of 50,000 shares of CCBG common stock have been reserved for
issuance. Shares issued to participants have historically been purchased in the open market.
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, the Company did not issue any shares under this plan in 2018, 2017 and 2016.
Note 13
EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted earnings per share:
(Dollars and Per Share Data in Thousands)
Numerator:
Net Income
2018
2017
2016
$
26,224
$
10,863
$
11,746
Denominator:
Denominator for Basic Earnings Per Share Weighted-Average Shares
Effects of Dilutive Securities Stock Compensation Plans
17,029
43
16,952
61
16,989
72
Denominator for Diluted Earnings Per Share Adjusted Weighted-Average
Shares and Assumed Conversions
Basic Earnings Per Share
Diluted Earnings Per Share
Note 14
REGULATORY MATTERS
17,072
17,013
17,061
$
$
1.54
1.54
$
$
0.64
0.64
$
$
0.69
0.69
Regulatory Capital Requirements. The Company (on a consolidated basis) and the Bank are subject to various regulatory capital
requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain
mandatory and possible additional discretionary actions by regulators that, if undertaken, could have a direct material effect on
the Company and Bank’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt
corrective action, the Company and the Bank must meet specific capital guidelines that involve quantitative measures of their
assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. The capital amounts and
classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.
Prompt corrective action provisions are not applicable to bank holding companies. A detailed description of these regulatory
capital requirements is provided in the section captioned “Regulatory Considerations – Capital Regulations” section on page 14.
Management believes, at December 31, 2018 and 2017, that the Company and the Bank meet all capital adequacy requirements to
which they are subject. At December 31, 2018, the most recent notification from the Federal Deposit Insurance Corporation
categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well
capitalized, an institution must maintain minimum common equity tier 1, total risk-based, tier 1 risk based and tier 1 leverage
ratios as set forth in the following tables. There are not conditions or events since the notification that management believes have
changed the Bank’s category. The Company and Bank’s actual capital amounts and ratios at December 31, 2018 and 2017 are
presented in the following table.
98 (Dollars in Thousands)
2018
Common Equity Tier 1:
CCBG
CCB
Tier 1 Capital:
CCBG
CCB
Total Capital:
CCBG
CCB
Tier 1 Leverage:
CCBG
CCB
2017
Common Equity Tier 1:
CCBG
CCB
Tier 1 Capital:
CCBG
CCB
Total Capital:
CCBG
CCB
Tier 1 Leverage:
CCBG
CCB
Actual
Amount
Ratio
Required
For Capital
Adequacy Purposes
Ratio
Amount
To Be Well-
Capitalized Under
Prompt
Corrective
Action Provisions
Ratio
Amount
$
249,774
290,014
13.58% $
15.82%
82,748
82,503
4.50%
4.50% $
*
119,172
*
6.50%
300,774
290,014
16.36%
15.82%
110,331
110,005
6.00%
6.00%
*
146,673
*
8.00%
314,984
304,224
17.13%
16.59%
147,108
146,673
8.00%
8.00%
*
183,341
*
10.00%
300,774
290,014
10.89%
10.53%
110,491
110,216
4.00%
4.00%
*
137,770
*
5.00%
$
234,477
275,796
13.42% $
15.83%
78,648
78,418
4.50%
4.50% $
*
113,270
*
6.50%
285,477
275,796
16.33%
15.83%
104,864
104,557
6.00%
6.00%
*
139,410
*
8.00%
298,784
289,103
17.10%
16.59%
139,819
139,410
8.00%
8.00%
*
174,262
*
10.00%
285,477
275,796
10.47%
10.14%
109,082
108,764
4.00%
4.00%
*
135,956
*
5.00%
* Not applicable to bank holding companies.
Dividend Restrictions. In the ordinary course of business, the Company is dependent upon dividends from its banking subsidiary
to provide funds for the payment of dividends to shareowners and to provide for other cash requirements. Banking regulations
may limit the amount of dividends that may be paid. Approval by regulatory authorities is required if the effect of dividends
declared would cause the regulatory capital of the Company’s banking subsidiary to fall below specified minimum levels.
Approval is also required if dividends declared exceed the net profits of the banking subsidiary for that year combined with the
retained net profits for proceeding two years. In 2019, the bank subsidiary may declare dividends without regulatory approval of
$17.0 million plus an additional amount equal to net profits of the Company’s subsidiary bank for 2019 up to the date of any such
dividend declaration.
Note 15
OTHER COMPREHENSIVE INCOME (LOSS)
FASB Topic ASC 220, “Comprehensive Income” requires that certain transactions and other economic events that bypass the
income statement be displayed as other comprehensive income. Total comprehensive income is reported in the consolidated
statements of comprehensive income and changes in shareowners’ equity.
99
The following table summarizes the tax effects for each component of other comprehensive income (loss) and includes
separately the reclassification adjustment for investment securities and benefit plans:
(Dollars in Thousands)
2018
Investment Securities:
Change in net unrealized gain/loss on securities available for sale
Amortization of losses on securities transferred from available for sale to
held to maturity
Total Investment Securities
Benefit Plans:
Reclassification adjustment for amortization of prior service cost
Reclassification adjustment for amortization of net loss
Current year actuarial loss
Total Benefit Plans
Before
Tax
Amount
Tax
(Expense)
Benefit
Net of
Tax
Amount
$
(409)
$
103
$
(306)
55
(354)
199
5,299
(815)
4,683
(14)
89
(50)
(1,346)
207
(1,189)
41
(265)
149
3,953
(608)
3,494
Total Other Comprehensive Income
$
4,329
$
(1,100)
$
3,229
2017
Investment Securities:
Change in net unrealized gain/loss on securities available for sale
Amortization of losses on securities transferred from available for sale to
held to maturity
Total Investment Securities
Benefit Plans:
Reclassification adjustment for amortization of prior service cost
Reclassification adjustment for amortization of net loss
Current year actuarial loss
Total Benefit Plans
Total Other Comprehensive Loss
2016
Investment Securities:
Change in net unrealized gain/loss on securities available for sale
Amortization of losses on securities transferred from available for sale to
held to maturity
Total Investment Securities
Benefit Plans:
Reclassification adjustment for amortization of prior service cost
Reclassification adjustment for amortization of net loss
Current year actuarial loss
Total Benefit Plans
$
(1,459)
$
564
$
(895)
$
$
73
(1,386)
223
4,409
(3,470)
1,162
(29)
535
(86)
(1,622)
1,159
(549)
44
(851)
137
2,787
(2,311)
613
(224)
$
(14)
$
(238)
(828)
$
322
$
(506)
82
(746)
278
3,960
(9,958)
(5,720)
(32)
290
(107)
(1,528)
3,843
2,208
50
(456)
171
2,432
(6,115)
(3,512)
Total Other Comprehensive Loss
$
(6,466)
$
2,498
$
(3,968)
100 Accumulated other comprehensive loss was comprised of the following components:
(Dollars in Thousands)
Balance as of January 1, 2018
Other comprehensive (loss) income during the period
Balance as of December 31, 2018
Balance as of January 1, 2017
Other comprehensive (loss) income during the period
Adoption of ASU No. 2018-02
Balance as of December 31, 2017
Balance as of January 1, 2016
Other comprehensive loss during the period
Balance as of December 31, 2016
Note 16
RELATED PARTY TRANSACTIONS
Securities
Available
for Sale
Retirement
Plans
Accumulated
Other
Comprehensive
Loss
(1,743)
(265)
(2,008)
(583)
(851)
(309)
(1,743)
(127)
(456)
(583)
$
$
$
$
$
$
(30,301)
3,494
(26,807)
(25,642)
613
(5,272)
(30,301)
(22,130)
(3,512)
(25,642)
$
$
$
$
$
$
(32,044)
3,229
(28,815)
(26,225)
(238)
(5,581)
(32,044)
(22,257)
(3,968)
(26,225)
$
$
$
$
$
$
At December 31, 2018 and 2017, certain officers and directors were indebted to the Company’s bank subsidiary in the aggregate
amount of $8.6 million and $7.4 million, respectively. During 2018, $10.6 million in new loans were made and repayments
totaled $9.4 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.
Deposits from certain directors, executive officers, and their related interests totaled $37.9 million and $26.6 million at December
31, 2018 and 2017, respectively.
Under a lease agreement expiring in 2024, the Bank leases land from a partnership in which William G. Smith, Jr. has an interest.
The lease agreement with Smith Interests General Partnership L.L.P. provides for annual lease payments of approximately
$170,000, to be adjusted for inflation in future years.
On December 10, 2018, the Company entered into a negotiated private transaction to repurchase 324,441 shares of its common
stock from the Estate of Robert H. Smith, a 5% beneficial owner of the Company’s common stock. The purchase price per share
was $24.75. The transaction was reviewed, processed and approved in accordance with the Company’s Related Party Transaction
Policy.
William G. Smith, III, the son of our Chairman, President and Chief Executive Officer, William G. Smith, Jr., is employed as a
Vice President of Capital City Bank. In 2018, William G. Smith, III’s total compensation (consisting of annual base salary,
annual bonus, and stock-based compensation) was approximately $142,000. His compensation was determined in accordance
with our standard employment and compensation practices applicable to associates with similar responsibilities and positions.
101 Note 17
OTHER NONINTEREST EXPENSE
Components of other 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)
Legal Fees
Professional Fees
Telephone
Advertising
Processing Services
Insurance – Other
Pension – Other
Other
Total
2018
2017
2016
2,055
5,003
2,224
1,611
5,978
1,625
1,828
9,197
29,521
$
$
1,933
3,689
2,405
1,731
6,253
1,626
2,565
7,961
28,163
$
$
2,311
3,424
2,296
1,702
6,471
2,060
2,251
8,021
28,536
$
$
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. At December 31, 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
Total
Fixed
2018
Variable
$
$
94,572
4,986
99,558
$
$
373,438
-
373,438
$
$
Total
468,010
4,986
472,996
$
$
Fixed
2017
Variable
78,390
4,678
83,068
$
$
366,750
-
366,750
$
$
Total
445,140
4,678
449,818
(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 $0.5 million in 2018, 2017, and 2016. Minimum
lease payments under these leases due in each of the five years subsequent to December 31, 2018, are as follows (dollars in
millions): 2019, $0.5; 2020, $0.4; 2021, $0.4; 2022, $0.4, thereafter, $1.5.
102 Contingencies. The Company is a party to lawsuits and claims arising out of the normal course of business. In management's
opinion, there are no known pending claims or litigation, the outcome of which would, individually or in the aggregate, have a
material effect on the consolidated results of operations, financial position, or cash flows of the Company.
Indemnification Obligation. The Company is a member of the Visa U.S.A. network. Visa U.S.A believes that its member banks
are required to indemnify it for potential future settlement of certain litigation (the “Covered Litigation”) that relates to several
antitrust lawsuits challenging the practices of Visa and MasterCard International. In 2008, the Company, as a member of the Visa
U.S.A. network, obtained Class B shares of Visa, Inc. upon its initial public offering. Since its initial public offering, Visa, Inc.
has funded a litigation reserve for the Covered Litigation resulting in a reduction in the Class B shares held by the Company.
During the first quarter of 2011, the Company sold its remaining Class B shares resulting in a $3.2 million pre-tax gain.
Associated with this sale, the Company entered into a swap contract with the purchaser of the shares that requires a payment to
the counterparty in the event that Visa, Inc. makes subsequent revisions to the conversion ratio for its Class B shares. Further
information on the swap contract is contained within Note 19 below. In June 2018, Visa increased the litigation reserve by $600
million and revised the conversion ratio for the Class B shares resulting in a $0.2 million payable due the counterparty under the
swap contract. Fixed charges included in the swap liability are payable quarterly until the litigation reserve is fully liquidated and
at which time the aforementioned swap contract will be terminated. Quarterly payments during 2018 totaled $495,000.
Conversion ratio payments and ongoing fixed quarterly charges are reflected in earnings in the period incurred.
Note 19
FAIR VALUE MEASUREMENTS
The fair value of an asset or liability is the price that would be received to sell that asset or paid to transfer that liability in an
orderly transaction occurring in the principal market (or most advantageous market in the absence of a principal market) for such
asset or liability. In estimating fair value, the Company utilizes valuation techniques that are consistent with the market approach,
the income approach and/or the cost approach. Such valuation techniques are consistently applied. Inputs to valuation techniques
include the assumptions that market participants would use in pricing an asset or liability. ASC Topic 820 establishes a fair value
hierarchy for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and
the lowest priority to unobservable inputs. The fair value hierarchy is as follows:
Level 1 Inputs - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has
the ability to access at the measurement date.
Level 2 Inputs - Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either
directly or indirectly. These might include quoted prices for similar assets or liabilities in active markets, quoted prices
for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are
observable for the asset or liability (such as interest rates, volatilities, prepayment speeds, credit risks, etc.) or inputs that
are derived principally from, or corroborated, by market data by correlation or other means.
Level 3 Inputs - Unobservable inputs for determining the fair values of assets or liabilities that reflect an entity's own
assumptions about the assumptions that market participants would use in pricing the assets or liabilities.
Assets and Liabilities Measured at Fair Value on a Recurring Basis
Securities Available for Sale. U.S. Treasury securities are reported at fair value utilizing Level 1 inputs. Other securities
classified as available for sale are reported at fair value utilizing Level 2 inputs. For these securities, the Company obtains fair
value measurements from an independent pricing service. The fair value measurements consider observable data that may
include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, credit
information and the bond’s terms and conditions, among other things.
In general, the Company does not purchase securities that have a complicated structure. The Company’s entire portfolio consists
of traditional investments, nearly all of which are U.S. Treasury obligations, federal agency bullet or mortgage pass-through
securities, or general obligation or revenue based municipal bonds. Pricing for such instruments is easily obtained. At least
annually, the Company will validate prices supplied by the independent pricing service by comparing them to prices obtained
from an independent third-party source.
Fair Value Swap. The Company entered into a stand-alone derivative contract with the purchaser of its Visa Class B shares. The
valuation represents the amount due and payable to the counterparty based upon the revised share conversion rate, if any, during
the period. At December 31, 2018, there were no amounts payable.
103 A summary of fair values for assets and liabilities at December 31 consisted of the following:
(Dollars in Thousands)
2018
Securities Available for Sale:
U.S. Government Treasury
U.S. Government Agency
States and Political Subdivisions
Mortgage-Backed Securities
Equity Securities
2017
Securities Available for Sale:
U.S. Government Treasury
U.S. Government Agency
State and Political Subdivisions
Mortgage-Backed Securities
Equity Securities
Level 1
Inputs
Level 2
Inputs
Level 3
Inputs
Total Fair
Value
$
$
$
$
261,849
-
-
-
-
235,341
-
-
-
-
$
$
-
133,206
42,365
943
7,794
-
144,644
91,157
1,185
8,584
$
$
-
-
-
-
-
-
-
-
-
-
261,849
133,206
42,365
943
7,794
235,341
144,644
91,157
1,185
8,584
Assets Measured at Fair Value on a Non-Recurring Basis
Certain assets are measured at fair value on a non-recurring basis (i.e., the assets are not measured at fair value on an ongoing
basis but are subject to fair value adjustments in certain circumstances). An example would be assets exhibiting evidence of
impairment. The following is a description of valuation methodologies used for assets measured on a non-recurring basis.
Impaired Loans. Impairment for collateral dependent loans is measured using the fair value of the collateral less selling costs.
The fair value of collateral is determined by an independent valuation or professional appraisal in conformance with banking
regulations. Collateral values are estimated using Level 3 inputs due to the volatility in the real estate market, and the judgment
and estimation involved in the real estate appraisal process. Impaired loans are reviewed and evaluated on at least a quarterly
basis for additional impairment and adjusted accordingly. Valuation techniques are consistent with those techniques applied in
prior periods. Impaired collateral dependent loans had a carrying value of $5.6 million with a valuation allowance of $0.8 million
at December 31, 2018 and $6.1 million and $1.1 million, respectively, at December 31, 2017.
Loans Held for Sale. These loans are carried at the lower of cost or fair value and are adjusted to fair value on a non-recurring
basis. Fair value is based on observable markets rates for comparable loan products, which is considered a Level 2 fair value
measurement.
Other Real Estate Owned. During 2018 and 2017, certain foreclosed assets, upon initial recognition, were measured and reported
at fair value through a charge-off to the allowance for loan losses based on the fair value of the foreclosed asset less estimated
cost to sell. The fair value of the foreclosed asset is determined by an independent valuation or professional appraisal in
conformance with banking regulations. On an ongoing basis, we obtain updated appraisals on foreclosed assets and record
valuation adjustments as necessary. The fair value of foreclosed assets is estimated using Level 3 inputs due to the judgment and
estimation involved in the real estate valuation process.
Assets and Liabilities Disclosed at Fair Value
The Company is required to disclose the estimated fair value of financial instruments, both assets and liabilities, for which it is
practical to estimate fair value and the following is a description of valuation methodologies used for those assets and liabilities.
Cash and Short-Term Investments. The carrying amount of cash and short-term investments is used to approximate fair value,
given the short time frame to maturity and as such assets do not present unanticipated credit concerns.
Securities Held to Maturity. Securities held to maturity are valued in accordance with the methodology previously noted in the
caption “Assets and Liabilities Measured at Fair Value on a Recurring Basis – Securities Available for Sale”.
104
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. For values reported prior to 2018, the discount rates
used to projecting cash flows reflected the credit and interest rate risks inherent in each loan category. The calculated present
values are then reduced by an allocation of the allowance for loan losses against each respective loan category. Pursuant to the
adoption of ASU 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities, for values reported for
2018, fair value reflects the incorporation of a liquidity discount to meet the objective of “exit price” valuation.
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.
Short-Term and 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.
A summary of estimated fair values of significant financial instruments at December 31 consisted of the following:
Carrying
Value
Level 1
Inputs
Level 2
Inputs
Level 3
Inputs
2018
(Dollars in Thousands)
ASSETS:
Cash
Short-Term Investments
Investment Securities, Available for Sale
Investment Securities, Held to Maturity
Loans Held for Sale
Equity Securities(1)
Loans, Net of Allowance for Loan Losses
LIABILITIES:
Deposits
Short-Term Borrowings
Subordinated Notes Payable
Long-Term Borrowings
$
$
62,032
213,968
446,157
217,320
6,869
3,591
1,760,015
2,531,856
13,541
52,887
8,568
(1) Not readily marketable securities are reflected in other assets.
(Dollars in Thousands)
ASSETS:
Cash
Short-Term Investments
Investment Securities, Available for Sale
Investment Securities, Held to Maturity
Loans Held for Sale
Loans, Net of Allowance for Loan Losses
LIABILITIES:
Deposits
Short-Term Borrowings
Subordinated Notes Payable
Long-Term Borrowings
$
$
Carrying
Value
58,419
227,023
480,911
216,679
4,817
1,640,185
2,469,877
7,480
52,887
13,967
$
$
$
$
$
$
62,032
213,968
261,849
34,611
-
-
-
-
-
-
-
-
-
184,308
179,802
6,869
3,591
-
2,529,841
13,541
42,359
7,879
2017
Level 1
Inputs
Level 2
Inputs
$
$
58,419
227,023
235,341
97,815
-
-
-
-
-
-
-
-
245,570
117,192
4,817
-
2,382,818
7,482
41,718
14,081
$
$
$
$
-
-
-
-
-
-
1,730,161
-
-
-
-
Level 3
Inputs
-
-
-
-
-
1,625,310
-
-
-
-
All non-financial instruments are excluded from the above table. The disclosures also do not include goodwill. Accordingly, the
aggregate fair value amounts presented do not represent the underlying value of the Company.
105 Note 20
PARENT COMPANY FINANCIAL INFORMATION
The following are condensed statements of financial condition of the parent company at December 31:
Parent Company Statements of Financial Condition
(Dollars in Thousands, Except Per Share Data)
ASSETS
Cash and Due From Subsidiary Bank
Investment in Subsidiary Bank
Other Assets
Total Assets
LIABILITIES
Long-Term Borrowings
Subordinated Notes Payable
Other Liabilities
Total Liabilities
SHAREOWNERS’ EQUITY
Common Stock, $.01 par value; 90,000,000 shares authorized; 16,747,571 and 16,988,951 shares
issued and outstanding at December 31, 2018 and December 31, 2017, respectively
Additional Paid-In Capital
Retained Earnings
Accumulated Other Comprehensive Loss, Net of Tax
Total Shareowners’ Equity
Total Liabilities and Shareowners’ Equity
2018
2017
$
$
$
19,053
344,714
5,440
369,207
2,100
52,887
11,633
66,620
17,515
327,416
5,112
350,043
2,700
52,887
10,246
65,833
167
170
31,058
300,177
(28,815)
302,587
369,207
$
36,674
279,410
(32,044)
284,210
350,043
$
$
$
$
106
The operating results of the parent company for the three years ended December 31 are shown below:
Parent Company Statements of Operations
(Dollars in Thousands)
OPERATING INCOME
Income Received from Subsidiary Bank:
Administrative Fees
Dividends
Other Income
Total Operating Income
OPERATING EXPENSE
Salaries and Associate Benefits
Interest on Subordinated Notes Payable
Professional Fees
Advertising
Legal Fees
Other
Total Operating Expense
Earnings Before Income Taxes and Equity in Undistributed
Earnings of Subsidiary Bank
Income Tax (Benefit) Expense
Earnings Before Equity in Undistributed Earnings of Subsidiary Bank
Equity in Undistributed Earnings of Subsidiary Bank
Net Income
2018
2017
2016
$
$
$
5,700
15,000
171
20,871
3,679
2,286
1,210
106
166
2,170
9,617
11,254
(901)
12,155
14,069
26,224
$
4,813
12,000
124
16,937
3,783
1,761
1,072
130
140
1,338
8,224
8,713
166
8,547
2,316
10,863
$
$
4,700
9,300
2,675
16,675
3,581
1,527
1,114
160
167
1,384
7,933
8,742
(1,492)
10,234
1,512
11,746
107
The cash flows for the parent company for the three years ended December 31 were as follows:
Parent Company Statements of Cash Flows
(Dollars in Thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income
Adjustments to Reconcile Net Income to Net Cash Provided By
Operating Activities:
Equity in Undistributed Earnings of Subsidiary Bank
Stock Compensation
Gain on Retirement of Trust Preferred Securities
Decrease (Increase) in Other Assets
Increase in Other Liabilities
Net Cash Provided By Operating Activities
CASH FROM FINANCING ACTIVITIES:
Redemption of Subordinated Notes
Proceeds from Short-Term Borrowings
Repayment of Short-Term Borrowings
Repayment of Long-Term Borrowings
Dividends Paid
Issuance of Common Stock Under Compensation Plans
Payments to Repurchase Common Stock
Net Cash Used In Financing Activities
2018
2017
2016
$
26,224
$
10,863
$
11,746
(14,069)
1,421
-
(327)
1,579
14,828
-
-
-
(600)
(5,457)
797
(8,030)
(13,290)
(2,316)
1,502
-
450
960
11,459
-
-
-
(300)
(4,071)
809
-
(3,562)
(1,512)
1,260
(2,487)
(399)
345
8,953
(7,500)
3,750
(750)
-
(2,890)
840
(6,312)
(12,862)
(3,909)
13,527
9,618
Net Increase (Decrease) in Cash
Cash at Beginning of Year
Cash at End of Year
1,538
17,515
19,053
$
7,897
9,618
17,515
$
$
108 Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures. At December 31, 2018, the end of the period covered by this Annual Report
on Form 10-K, our management, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness
of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934). Based upon
that evaluation, our Chief Executive Officer and Chief Financial Officer each concluded that at December 31, 2018, the end of the
period covered by this Annual Report on Form 10-K, we maintained effective disclosure controls and procedures.
Management’s Report on Internal Control Over Financial Reporting. Our management is responsible for establishing and
maintaining effective internal control over financial reporting. Internal control over financial reporting is a process designed to
provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with U.S. generally accepted accounting principles.
Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial
Officer, we conducted an evaluation of the effectiveness of internal control over financial reporting based on the framework in
Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission
(2013 framework) (the COSO criteria). Based on this evaluation under the framework in Internal Control - Integrated
Framework, our management has concluded we maintained effective internal control over financial reporting, as such term is
defined in Securities Exchange Act of 1934 Rule 13a-15(f), at December 31, 2018.
Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of
its inherent limitations. Internal control over financial reporting is a process that involves human diligence and compliance and is
subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting can also be
circumvented by collusion or improper management override. Because of such limitations, there is a risk that material
misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these
inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process
safeguards to reduce, though not eliminate, this risk.
Management is also responsible for the preparation and fair presentation of the consolidated financial statements and other
financial information contained in this report. The accompanying consolidated financial statements were prepared in conformity
with U.S. generally accepted accounting principles and include, as necessary, best estimates and judgments by management.
Ernst & Young LLP, an independent registered public accounting firm, has audited our consolidated financial statements as of
and for the year ended December 31, 2018, and opined as to the effectiveness of internal control over financial reporting at
December 31, 2018, as stated in its attestation report, which is included herein on page 110.
Change in Internal Control. Our management, including the Chief Executive Officer and Chief Financial Officer, has reviewed
our internal control. There have been no changes in our internal control during our most recently completed fiscal quarter that
materially affected, or are likely to materially affect our internal control over financial reporting.
Item 9B. Other Information
None.
109 Report of Independent Registered Public Accounting Firm
To the Shareowners and Board of Directors of Capital City Bank Group, Inc.
Opinion on Internal Control over Financial Reporting
We have audited Capital City Bank Group, Inc.’s internal control over financial reporting as of December 31, 2018, based on
criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Capital City Bank Group, Inc. (the Company)
maintained, in all material respects, effective internal control over financial reporting as of December 31, 2018, based on the
COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the consolidated statements of financial condition of the Company as of December 31, 2018 and 2017, the related
consolidated statements of income, comprehensive income, changes in shareowners’ equity, and cash flows for each of the three
years in the period ended December 31, 2018, and the related notes of the Company and our report dated March 5, 2019
expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report
on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over
financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be
independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all
material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material
weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and
performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a
reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that
(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of
the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of
financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the
company are being made only in accordance with authorizations of management and directors of the company; and (3) provide
reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s
assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
Tallahassee, Florida
March 5, 2019
110 Part III
Item 10.
Directors, Executive Officers, and Corporate Governance
Incorporated herein by reference to the sections entitled “Proposal No. 1 – Election of Directors”, “Corporate Governance at
Capital City,” “Share Ownership” and “Board Committee Membership” in the Registrant’s Proxy Statement relating to its Annual
Meeting of Shareowners to be held April 23, 2019.
Item 11. Executive Compensation
Incorporated herein by reference to the sections entitled “Compensation Discussion and Analysis,” “Executive Compensation”
and “Director Compensation” in the Registrant’s Proxy Statement relating to its Annual Meeting of Shareowners to be held April
23, 2019.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareowners Matters
The 2011 Associate Incentive Plan, 2011 Associate Stock Purchase Plan, and 2011 Director Stock Purchase Plan were approved
by the Registrant’s shareowners. The following table provides certain information regarding the Registrant’s equity
compensation plans.
Number of securities to be
issued upon exercise of
outstanding options,
warrants
and rights
(a)
—
—
—
Weighted-average
exercise price
of outstanding options,
warrants and rights
(b)
$ —
—
$ —
Number of securities remaining
available for future issuance
under equity compensation
plans (excluding securities
reflected in column (a))
(c)
764,455(1)
—
764,455
Plan Category
Equity Compensation Plans
Approved by Securities Holders
Equity Compensation Plans Not
Approved by Securities Holders
Total
(1)
Consists of 426,472 shares available for issuance under our 2011 Associate Incentive Plan, 304,073 shares available for
issuance under our 2011 Associate Stock Purchase Plan, and 33,910 shares available for issuance under our 2011 Director
Stock Purchase Plan. Of these plans, the only plan under which options may be granted in the future is our 2011 Associate
Incentive Plan.
The other information required by Item 12 of Form 10-K is incorporated by reference from the information contained in the
section captioned “Share Ownership” in the Registrant’s Proxy Statement relating to its Annual Meeting of Shareowners to be
held April 23, 2019.
Item 13. Certain Relationships and Related Transactions, and Director Independence
Incorporated herein by reference to the sections entitled “Transactions With Related Persons” and “Corporate Governance at
Capital City” in the Registrant’s Proxy Statement relating to its Annual Meeting of Shareowners to be held April 23, 2019.
Item 14. Principal Accountant Fees and Services
Incorporated herein by reference to the section entitled “Audit Committee Matters” in the Registrant’s Proxy Statement relating to
its Annual Meeting of Shareowners to be held April 23, 2019.
111 PART IV
Item 15. Exhibits and Financial Statement Schedules
The following documents are filed as part of this report
1. Financial Statements
Report of Independent Registered Public Accounting Firm
Consolidated Statements of Financial Condition at the End of Fiscal Years 2018 and 2017
Consolidated Statements of Income for Fiscal Years 2018, 2017, and 2016
Consolidated Statements of Comprehensive Income for Fiscal Years 2018, 2017, and 2016
Consolidated Statements of Changes in Shareowners’ Equity for Fiscal Years 2018, 2017, and 2016
Consolidated Statements of Cash Flows for Fiscal Years 2018, 2017, and 2016
Notes to Consolidated Financial Statements
2. Financial Statement Schedules
Other schedules and exhibits are omitted because the required information either is not applicable or is shown in the
financial statements or the notes thereto.
3. Exhibits Required to be Filed by Item 601 of Regulation S-K
Reg. S-K
Exhibit
Table
Item No.
Description of Exhibit
3.1
3.2
4.1
4.2
4.3
4.4
4.5
10.1
10.2
10.3
10.6
10.7
Amended and Restated Articles of Incorporation - incorporated herein by reference to Exhibit 3 of the
Registrant’s 1996 Proxy Statement (filed 4/11/96) (No. 0-13358).
Amended and Restated Bylaws - incorporated herein by reference to Exhibit 3.2 of the Registrant’s
Form 8-K (filed 11/30/07) (No. 0-13358).
See Exhibits 3.1 and 3.2 for provisions of Amended and Restated Articles of Incorporation and
Amended and Restated Bylaws, which define the rights of the Registrant’s shareowners.
Capital City Bank Group, Inc. 2011 Director Stock Purchase Plan - incorporated herein by reference to
Exhibit 10.2 of the Registrant’s Form 8-K (filed 5/2/11) (No. 0-13358).
Capital City Bank Group, Inc. 2011 Associate Stock Purchase Plan - incorporated herein by reference
to Exhibit 10.1 of the Registrant’s Form 8-K (filed 5/2/11) (No. 0-13358).
Capital City Bank Group, Inc. 2011 Associate Incentive Plan - incorporated herein by reference to
Exhibit 10.3 of the Registrant’s Form 8-K (filed 5/2/11) (No. 0-13358).
In accordance with Regulation S-K, Item 601(b)(4)(iii)(A) certain instruments defining the rights of
holders of long-term debt of Capital City Bank Group, Inc. not exceeding 10% of the total assets of
Capital City Bank Group, Inc. and its consolidated subsidiaries have been omitted; the Registrant
agrees to furnish a copy of any such instruments to the Commission upon request.
Capital City Bank Group, Inc. 1996 Dividend Reinvestment and Optional Stock Purchase Plan -
incorporated herein by reference to Exhibit 10 of the Registrant’s Form S-3 (filed 01/30/97) (No. 333-
20683).
Capital City Bank Group, Inc. Supplemental Executive Retirement Plan - incorporated herein by
reference to Exhibit 10(d) of the Registrant’s Form 10-K (filed 3/27/03) (No. 0-13358).
Capital City Bank Group, Inc. 401(k) Profit Sharing Plan – incorporated herein by reference to Exhibit
4.3 of Registrant’s Form S-8 (filed 09/30/97) (No. 333-36693).
Form of Participant Agreement for Long-Term Incentive Plan. - incorporated by reference herein to
Exhibit 10.6 of the Registrant’s Annual Report on Form 10-K (filed 3/6/15)(No. 0-13358).
Participant Agreement, dated February 25, 2015, by and between Thomas A. Barron and the Registrant
– incorporated by reference herein to Exhibit 10.1 of the Registrant’s Form 8-K (filed 2/25/15)(No. 0-
13358).
112 10.8
11
14
21
23.1
31.1
31.2
32.1
32.2
Participant Agreement, dated February 21, 2017, by and between J. Kimbrough Davis and the
Registrant – incorporated by reference herein to Exhibit 10.1 of the Registrant’s Form 8-K (filed
2/27/17)(No. 0-13358).
Statement re Computation of Per Share Earnings.*
Capital City Bank Group, Inc. Code of Ethics for the Chief Financial Officer and Senior Financial
Officers - incorporated herein by reference to Exhibit 14 of the Registrant’s Form 8-K (filed 3/11/05)
(No. 0-13358).
Capital City Bank Group, Inc. Subsidiaries, as of December 31, 2018.**
Consent of Independent Registered Public Accounting Firm.**
Certification of CEO pursuant to Securities and Exchange Act Section 302 of the Sarbanes-Oxley Act
of 2002.**
Certification of CFO pursuant to Securities and Exchange Act Section 302 of the Sarbanes-Oxley Act
of 2002.**
Certification of CEO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.**
Certification of CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.**
101.INS
101.SCH
101.CAL
101.LAB
101.PRE
101.DEF
XBRL Instance Document**
XBRL Taxonomy Extension Schema Document**
XBRL Taxonomy Extension Calculation Linkbase Document**
XBRL Taxonomy Extension Label Linkbase Document**
XBRL Taxonomy Extension Presentation Linkbase Document**
XBRL Taxonomy Extension Definition Linkbase Document**
*
**
Information required to be presented in Exhibit 11 is provided in Note 13 to the consolidated financial statements under
Part II, Item 8 of this Form 10-K in accordance with the provisions of U.S. generally accepted accounting principles.
Filed electronically herewith.
Item 16. Form 10-K Summary
None.
113
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on March 5, 2019, on its behalf by the undersigned, thereunto duly authorized.
CAPITAL CITY BANK GROUP, INC.
/s/ William G. Smith, Jr.
William G. Smith, Jr.
Chairman, President and Chief Executive Officer
(Principal Executive Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed on March 5, 2019 by the
following persons in the capacities indicated.
/s/ William G. Smith, Jr.
William G. Smith, Jr.
Chairman, President and Chief Executive Officer
(Principal Executive Officer)
/s/ J. Kimbrough Davis
J. Kimbrough Davis
Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
114 Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on March 5, 2019, on its behalf by the undersigned, thereunto duly authorized.
Directors:
/s/ Thomas A. Barron
Thomas A. Barron
/s/ Allan G. Bense
Allan G. Bense
/s/ Frederick Carroll, III
Frederick Carroll, III
/s/ Cader B. Cox, III
Cader B. Cox, III
/s/ Stanley W. Connally, Jr.
Stanley W. Connally, Jr
/s/ Marshall M. Criser, III
Marshall M. Criser, III
/s/ J. Everitt Drew
J. Everitt Drew
/s/ Eric Grant
Eric Grant
/s/ Laura Johnson
Laura Johnson
/s/ John G. Sample, Jr
John G. Sample, Jr
/s/ William G. Smith, Jr.
William G. Smith, Jr.
115
[This page intentionally left blank]
Exhibit 21. Capital City Bank Group, Inc. Subsidiaries, at December 31, 2018.
Direct Subsidiaries:
Capital City Bank
CCBG Capital Trust I (Delaware)
CCBG Capital Trust II (Delaware)
Indirect Subsidiaries:
Capital City Banc Investments, Inc. (Florida)
Capital City Services Company (Florida)
Capital City Trust Company (Florida)
FNB Financial Services, LLC (Florida)
Southeastern Oaks, LLC (Florida)
Capital City Wealth Advisors, Inc. (Florida)
Capital City Mortgage Company (Florida) - Inactive
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the following Registration Statements:
(1) Registration Statement (Form S-3D No. 333-20683) of Capital City Bank Group, Inc.
(2) Registration Statement (Form S-8 No. 333-36693) of Capital City Bank Group, Inc.
(3) Registration Statement (Form S-8 No. 333-174372) of Capital City Bank Group, Inc.
of our reports dated March 5, 2019, with respect to the consolidated financial statements of Capital City Bank Group, Inc. and the
effectiveness of internal control over financial reporting of Capital City Bank Group, Inc. included in this Annual Report (Form
10-K) of Capital City Bank Group, Inc. for the year ended December 31, 2018.
Tallahassee, Florida
March 5, 2019
/s/ Ernst & Young LLP
Exhibit 31.1
Certification of CEO Pursuant to Securities Exchange Act
Rule 13a-14(a) / 15d-14(a) as Adopted Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
I, William G. Smith, Jr., certify that:
1. I have reviewed this annual report on Form 10-K of Capital City Bank Group, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading
with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the
periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined
in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is
being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with generally accepted
accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this
report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred
during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that
has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial
reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons
performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize
and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant
role in the registrant’s internal control over financial reporting.
/s/ William G. Smith, Jr.
William G. Smith, Jr.
Chairman, President and
Chief Executive Officer
Date: March 5, 2019
Exhibit 31.2
Certification of CFO Pursuant to Securities Exchange Act
Rule 13a-14(a) / 15d-14(a) as Adopted Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
I, J. Kimbrough Davis, certify that:
1. I have reviewed this annual report on Form 10-K of Capital City Bank Group, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading
with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the
periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined
in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is
being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with generally accepted
accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this
report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred
during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that
has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial
reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons
performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize
and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant
role in the registrant’s internal control over financial reporting.
/s/ J. Kimbrough Davis
J. Kimbrough Davis
Executive Vice President and
Chief Financial Officer
Date: March 5, 2019
Exhibit 32.1
Certification of CEO Pursuant to 18 U.S.C. Section 1350,
as Adopted Pursuant to Section 906
of the Sarbanes-Oxley Act of 2002
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the
undersigned certifies that (1) this Annual Report of Capital City Bank Group, Inc. (the “Company”) on Form 10-K for the year
ended December 31, 2018, as filed with the Securities and Exchange Commission on the date hereof (this “Report”), fully
complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934, as amended, and (2) the information
contained in this Report fairly presents, in all material respects, the financial condition of the Company and its results of
operations as of and for the periods covered therein.
/s/ William G. Smith, Jr.
William G. Smith, Jr.
Chairman, President and
Chief Executive Officer
Date: March 5, 2019
Exhibit 32.2
Certification of CFO Pursuant to 18 U.S.C. Section 1350,
as Adopted Pursuant to Section 906
of the Sarbanes-Oxley Act of 2002
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the
undersigned certifies that (1) this Annual Report of Capital City Bank Group, Inc. (the “Company”) on Form 10-K for the year
ended December 31, 2018, as filed with the Securities and Exchange Commission on the date hereof (this “Report”), fully
complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934, as amended, and (2) the information
contained in this Report fairly presents, in all material respects, the financial condition of the Company and its results of
operations as of and for the periods covered therein.
/s/ J. Kimbrough Davis
J. Kimbrough Davis
Executive Vice President and
Chief Financial Officer
Date: March 5, 2019
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ANNUAL
SHAREOWNERS’
MEE TING
APRIL 23, 2019 | 10 A.M. E.T.
Augustus B. Turnbull III
Florida State Conference Center
555 W. Pensacola St.
Tallahassee, Florida
About Capital City Bank Group, Inc.
Capital City Bank Group, Inc. (Nasdaq:CCBG) is one of the largest publicly traded financial
holding companies headquartered in Florida and has approximately $3.0 billion in assets.
We provide a full range of banking services, including traditional deposit and credit services,
mortgage banking, asset management, trust, merchant services, bankcards and securities
brokerage services. Our bank subsidiary, Capital City Bank, was founded in 1895 and now has
59 banking offices and 82 ATMs in Florida, Georgia and Alabama.
For more information about Capital City Bank Group,Inc., visit www.ccbg.com.
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