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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
DC
20549
___________________________________
FORM
10-K
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended
December 31, 2021
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to ____________
Capital City Bank Group, Inc.
(Exact name of Registrant as specified in its charter)
Florida
0-13358
59-2273542
(State of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
217 North Monroe Street
,
Tallahassee
,
Florida
32301
(Address of principal executive offices)
(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
Trading Symbol(s)
Name of Each Exchange on Which Registered
Common Stock, $0.01 par value
CCBG
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
☒
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
☒
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
☒
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
☒
No
☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company,
or an emerging growth company.
See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”
and “emerging
growth company” in Rule 12b-2 of the Exchange Act
Large accelerated filer
☐
Accelerated filer
☒
Non-accelerated filer
☐
Smaller reporting company
☐
Emerging growth company
☐
If an
emerging growth
company,
indicate by
check mark if
the registrant has
elected not
to use the
extended transition
period for
complying with
any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its
internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting
firm that prepared or issued its audit report.
☒
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act). Yes
☐
No
☒
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, 2021,
the last business day of the registrant’s most recently completed second fiscal quarter, was approximately $
332,551,460
(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
Outstanding at February 25, 2022
Common Stock, $0.01 par value per share
16,941,721
DOCUMENTS INCORPORATED BY REFERENCE
Portions of our Proxy Statement for the Annual Meeting of Shareowners to be held on April 26, 2022, are incorporated by reference in Part III.
2
CAPITAL CITY BANK
GROUP,
INC.
ANNUAL REPORT FOR 2021 ON FORM 10-K
TABLE OF CONTENTS
PART
I
PAGE
Item 1.
Business
4
Item 1A.
Risk Factors
19
Item 1B.
Unresolved Staff Comments
30
Item 2.
Properties
30
Item 3.
Legal Proceedings
30
Item 4.
Mine Safety Disclosure
30
PART
II
Item 5.
Market for the Registrant’s Common Equity, Related Shareowner Matters, and Issuer Purchases of
Equity Securities
31
Item 6.
Selected Financial Data
33
Item 7.
Management's Discussion and Analysis of Financial Condition and Results of Operations
35
Item 7A.
Quantitative and Qualitative Disclosure About Market Risk
57
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
113
Item 9A.
Controls and Procedures
113
Item 9B.
Other Information
113
PART
III
Item 10.
Directors, Executive Officers, and Corporate Governance
115
Item 11.
Executive Compensation
115
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Shareowner Matters
115
Item 13.
Certain Relationships and Related Transactions, and Director Independence
115
Item 14.
Principal Accountant Fees and Services
115
PART
IV
Item 15.
Exhibits and Financial Statement Schedules
116
Item 16.
Form 10-K Summary
117
Signatures
118
3
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:
●
the magnitude and duration of the ongoing COVID-19 pandemic and its impact
on the global and local economies and
financial market conditions and our business, results of operations and financial
condition, including the impact of our
participation in government programs related to COVID-19;
●
our ability to successfully manage credit risk, interest rate risk, liquidity risk,
and other risks inherent to our industry;
●
legislative or regulatory changes;
●
changes in monetary and fiscal policies of the U.S. Government;
●
inflation, interest rate, market and monetary fluctuations;
●
the effects of security breaches and computer viruses that may
affect our computer systems or fraud related to debit card
products;
●
the accuracy of our financial statement estimates and assumptions,
including the estimates used for our allowance for
credit losses, deferred tax asset valuation and pension plan;
●
changes in accounting principles, policies, practices or guidelines;
●
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;
●
structural changes in the markets for origination, sale and servicing of residential
mortgages;
●
uncertainty in the pricing of residential mortgage loans that we sell, as well as competition
for the mortgage servicing
rights related to these loans and related interest rate risk or price risk resulting
from retaining mortgage servicing rights
and the potential effects of higher interest rates on our
loan origination volumes
●
the effect of corporate restructuring, acquisitions or dispositions,
including the actual restructuring and other related
charges and the failure to achieve the expected gains, revenue growth
or expense savings from such corporate
restructuring, acquisitions or dispositions;
●
the effects of natural disasters, harsh weather conditions
(including hurricanes), widespread health emergencies, military
conflict, terrorism, civil unrest or other geopolitical events;
●
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.
4
PART
I
Item 1.
Business
About Us
General
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.
CCBG is one of the largest publicly traded financial
holding companies headquartered in Florida and has approximately $4.3
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, securities brokerage
services and financial advisory services, including the
sale of life insurance, risk management and asset protection services. The
Bank has 57 banking offices and 86 ATMs/ITMs
in
Florida, Georgia and Alabama.
Through Capital City Home Loans, LLC, a Georgia limited liability
company (“CCHL”), we
have 26 additional offices in the Southeast for our mortgage banking
business.
The majority of the revenue from Core CCBG
(excludes CCHL), approximately 88%, is derived from our Florida market
areas while approximately 11% and 1% of the revenue
is derived from our Georgia and other market areas, respectively.
Approximately 54% of the revenue from CCHL is derived from
our Georgia market areas while approximately
38% and 8% is derived from our Florida and other market areas, respectively.
Below is a summary of our financial condition and results of operations for the past three
years, which we believe is a sufficient
period for understanding our general business development.
Our financial condition and results of operations are more fully
discussed in our Management’s Discussion
and Analysis on page 35 and our consolidated financial statements on
page 62.
Dollars in millions
Year
Ended
December 31,
Assets
Deposits
Shareowners’
Equity
Revenue
(1)
Net Income
2021
$4,263.8
$3,712.9
$383.2
$213.9
$33.4
2020
$3,798.1
$3,217.6
$320.8
$217.4
$31.6
2019
$3,089.0
$2,645.5
$327.0
$165.9
$30.8
(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 Considerations”
in this
Item 1
and Note 17 in the Notes to Consolidated Financial Statements for a discussion of the
restrictions.
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 and net income attributable to CCBG at December
31, 2021.
CCBG also maintains an insurance subsidiary,
Capital City Strategic Wealth,
Inc.
CCB has two primary subsidiaries, which are wholly owned, Capital City Trust
Company and
Capital City Investments, Inc.
CCB also maintain a 51% membership interest in a consolidated subsidiary,
CCHL, which we
acquired on March 1, 2020.
Refer to Note 1 – Significant Accounting Policies/Business Combination in our
Consolidated
Financial Statements for additional information on this strategic alliance.
The nature of these subsidiaries is provided below.
Operating Segment
We have one
reportable segment with two principal services: Banking Services and
Wealth Management
Services.
Banking
Services are operated at CCB and Wealth
Management Services are operated under three separate subsidiaries (Capital City
Trust
Company,
Capital City Investments, Inc.,
and Capital City Strategic Wealth,
Inc.).
Revenues from these principal services for the
year ended 2021 totaled approximately 93.2% and 6.8% of our total revenue,
respectively.
In 2020 and 2019, Banking Services
(CCB) revenue was approximately 94.7% and 95.3% of our total revenue
for each respective year.
5
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:
●
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
through our strategic alliance with CCHL and its existing
network of locations 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
/GNMA loan products.
We offer
both fixed and adjustable rate residential mortgage (ARM) loans.
We offer
these products through our existing
network of CCHL locations.
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,
interactive/automated teller machines (ATMs/ITMs),
debit/credit cards, night deposit services, safe deposit facilities,
online banking, and mobile banking.
Capital City Trust Company
Capital City Trust Company,
or 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 $1.080 billion at December 31, 2021 with total assets under administration
exceeding $1.098 billion.
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.
6
Capital City Strategic Wealth,
Inc.
We provide
a multi-disciplinary strategic planning approach that requires examining all facets of our
clients’ financial lives
through our business, estate, financial, insurance and business planning,
tax planning, and asset protection advisory services.
Insurance sales within this division include life, health, disability,
long-term care, and annuity solutions.
Lending Activities
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).
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
have established procedures for approving exceptions to these policy
guidelines.
Residential Real Estate Loans
We originate
1-4 family, owner-occupied
residential real estate loans at CCHL for sale in the secondary market.
A vast majority
of residential loan originations are fixed-rate loans which are sold in the
secondary market on a non-recourse basis.
We will
frequently sell loans and retain the servicing rights.
Note 4 – Mortgage Banking Activities in the Notes to Our Consolidated
Financial Statements provides additional information on our servicing
portfolio.
CCB also maintains a portfolio of residential loans held for investment and
will periodically purchase newly originated 1-4
family secured adjustable rate loans from CCHL for that portfolio.
Residential loans held for investment are generally
underwritten in accordance with secondary market guidelines in effect
at the time of origination, including loan-to-value, or LTV,
and documentation requirements.
Residential real estate loans also include home equity lines of credit, or 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, 2021, approximately 65% 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.
7
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.
Expansion of Business
See MD&A (Business Overview) for disclosures regarding the expansion
of our Business.
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
many in Florida and Georgia. 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 2022. 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 client 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. Therefore,
these
larger institutions may be able to offer banking
products and services at more competitive prices than us. 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
2007-2009 downturn was approved for a Florida-based bank
and additional Florida chartered banks have been approved
subsequently.
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 20 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 $1.232 billion, or 37% of our consolidated
deposits at December 31, 2021.
8
The table below depicts our market share percentage within each county,
based on commercial bank deposits within the county.
Market Share as of June 30,
(1)
County
2021
2020
2019
Florida
Alachua
4.6%
4.5%
4.5%
Bay
0.2%
0.0%
N/A
Bradford
32.4%
30.6%
40.2%
Citrus
4.1%
3.6%
3.4%
Clay
2.8%
2.0%
2.1%
Dixie
18.9%
18.7%
19.4%
Gadsden
81.1%
80.8%
81.6%
Gilchrist
39.6%
38.7%
39.7%
Gulf
14.6%
12.8%
12.6%
Hernando
3.9%
3.5%
2.9%
Jefferson
24.4%
23.0%
21.9%
Leon
11.9%
13.3%
13.1%
Levy
26.4%
24.2%
25.0%
Madison
14.5%
14.0%
13.7%
Putnam
23.2%
20.7%
20.8%
St. Johns
0.7%
0.6%
0.6%
Suwannee
6.8%
7.1%
6.7%
Taylor
73.2%
72.4%
23.0%
Wakulla
10.5%
8.3%
9.3%
Washington
11.2%
11.0%
13.1%
Georgia
Bibb
3.3%
3.2%
2.7%
Grady
14.8%
14.0%
13.0%
Laurens
7.9%
8.4%
8.3%
Troup
6.1%
6.5%
6.3%
Alabama
Chambers
9.3%
9.6%
8.7%
(1)
Obtained from the FDIC Summary of Deposits Report for the year indicated.
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.
Human Capital Matters
We are dedicated
to creating personal relationships with our customers and implementing
solutions that are right for them. Our
associates (our employees) are critical to achieving this mission, and it is crucial
that we continue to attract and retain experienced
associates. As part of these efforts, we strive to offer
a competitive compensation and benefits program, foster a community
where everyone feels included and empowered to do to their best work,
and give associates the opportunity to give back to their
communities and make a social impact.
At February 14, 2022, we had approximately 751 associates, which included
approximately 718 full-time associates and
approximately 33 part-time associates.
None of our associates are represented by a labor union or covered by a
collective
bargaining agreement.
At February 14, 2022, approximately 73% of our current workforce was female while
27% was male, and
approximately 20% are ethnic minorities. The average tenure of
our associates was approximately 10 years.
9
Compensation and Benefits Program
. Our compensation program is designed to attract and reward talented
individuals who
possess the skills necessary to support our business objectives, assist in the
achievement of our strategic goals and create long-
term value for our shareowners. We
provide our associates with compensation packages that include
base salary, annual incentive
bonuses, and equity awards tied to the value of our stock price. We
believe that a compensation program with both short-term and
long-term awards provides fair and competitive compensation and aligns
associate and shareowner interests, including by
incentivizing business and individual performance (pay for performance),
motivating based on long-term company performance
and integrating compensation with our business plans. In addition
to cash and equity compensation, we also offer associates
benefits such as life and health (medical, dental & vision) insurance,
paid time off, paid parental leave, a 401(k) plan, and a
pension plan.
Diversity and Inclusion
. We believe that an equitable
and inclusive environment with diverse teams produces more creative
solutions, results in better services and is crucial to our efforts to attract and
retain key talent. We strive
to promote inclusion
through our corporate values of integrity,
advocacy, partnership, relationships,
community, and exceptional service.
In 2021, we
formed the Diversity,
Equity and Inclusion (DE&I) Charter and formed the DE&I Council. Our DE&I
Council consists of a
diverse group of members from all levels of the organization.
The Council’s focus is on diversity and
inclusion in our workforce,
workplace, and community.
They are responsible for connecting our diversity and inclusion activities with our
broader business
strategies. Additionally,
we created a Chief Diversity Officer position to provide direction and
leadership as we build processes,
initiatives, and special programs aimed at DE&I. Additionally during 2021,
we partnered with a third party DE&I firm whose
mission is to embed equity and inclusion into work systems and culture,
enhancing outcomes for employees and customers. Our
partnership will further develop and enhance our DE&I plan and includes
development of focus group conversations, interviews
with Senior Leadership, research of existing policies and documentation
and outline of gaps in existing policies. All associates
receive DE&I education, awareness and training each year.
In January 2022, we added four new directors to our CCBG Board of
Directors. Of these four directors 50% are white males, 25% minority female
and 25% non-minority female. The CCBG outside
directors are made up of 11 non-shareowner individuals.
Of the 11 individuals, 27% are female and 18% are ethnic
minority. We
continue to focus on building an inclusive culture through a variety of diversity
and inclusion initiatives, including related to
internal promotions and hiring practices. Our associate resource groups also help
to build an inclusive culture through company
events, participation in our recruitment efforts, and input
into our hiring strategies.
Community Involvement
. We aim to give back
to the communities where we live and work, and believe that this commitment
helps in our efforts to attract and retain associates. Our commitment
to help our community starts with our associates. Community
involvement is a hallmark for our organization, and it comes naturally
to our associates. We
encourage our associates to volunteer
their hours with service organizations and philanthropic groups in
the communities we serve. We
recorded 8,697, 8,169, and
15,034 community service hours in 2021, 2020 and 2019, respectively.
Furthermore, our Foundation donated $0.2 million each
year, for the years 2019-2021, to various non
-profit organizations in the communities we serve. Our community
commitment to
further financial literacy in our market remains an ongoing goal and
focus for our associates and directors.
We continue to focus
on ways to better our communities in which we operate through monetary resources
and volunteer hours.
Access, affordability,
and financial inclusion.
In 2021, our foundation made grants totaling approximately $0.1 million
to
Community Reinvestment Act eligible organizations
in our market area. Working
with CCHL,
we are committed to providing
educational outreach regarding home ownership and financial access for minorities.
We are a long-time
supporter of Habitat for
Humanity, with our
associates providing volunteer hours on home builds.
In late 2020, we partnered with Habitat for Humanity,
Warrick Dunn
Charities, and Capital City Home Loans to build and furnish a home in early 2021.
During tax season, we provide
locations for community residents to access Volunteer
Income Tax Assistance (VITA)
services.
VITA is a nationwide
IRS
program that offers free tax preparation assistance to people
who generally make $54,000 or less, persons with disabilities, the
elderly, and limited English
speaking taxpayers who need assistance in preparing their own tax returns.
Small Business Lending.
We are focused on
supporting small businesses throughout our communities. The global pandemic
exposed the challenges of small business.
Capital City Bank is proud to have participated
in the Paycheck Protection Program
(PPP), originating 3,508 loans totaling more than $263 million.
During the pandemic, our company financially supported locally-
owned restaurants to provide meals and gift cards for our associates.
Health and Safety
. The success of our business is fundamentally connected to the well-being
of our people. Accordingly, we
are
committed to the health, safety and wellness of our associates. We
provide our associates and their families with access to a
variety of flexible and convenient health and welfare programs, including
benefits that support their physical and mental health,
by providing tools and resources to help them improve or maintain their health
status. We also offer
choices to our associates
where possible so they can customize their benefits to meet their needs
and the needs of their families. In response to the COVID-
19 pandemic, we implemented significant operating environment
changes that we determined were in the best interest of our
associates, as well as the communities in which we operate, and which
comply with government regulations. This included having
the option for our non-critical on site associates to work from home, while implementing
additional safety measures for associates
continuing critical on-site work. We
continue to follow local and federal guidance, including guidance prescribed
by the Centers
for Disease Control and Prevention (“CDC”), regarding COVID-19
precautions and health measures.
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Environmental Matters
We are responsible
for protecting our planet and understand that reducing our business’s
carbon footprint is key to a sustainable
future. We
are committed to measuring and minimizing our collective impact
on the environment while contributing to
environmental stewardship and responsible business operations.
We strive to embed
environmental sustainability throughout our
products, services, operations, and culture to drive efficiencies
and responsible resource use while creating comfortable, safe, and
healthy workplaces for our associates.
As part of our corporate responsibility,
we continue to focus our efforts on sustainability
within our business and our community.
We are focused
on sustainability and resource conservation and, as a result, seek to reduce resource
consumption through
efficiency initiatives in our branches and offices.
We do this through
company-wide recycling programs, the implementation of
LED lighting in our workplaces, and working to reduce our reliance on
disposable products. As we renovate or build new
facilities, we try to leverage renewable sources for power and HVAC
through the employment of solar panels. During 2021 we
purchased renewable energy certificates to offset
our energy usage during the year and plan on continuing this practice
in 2022.
We have also
invested in tools and capabilities that allow our team members to work remotely as appropriate.
We work hard
to
ensure that our lending activities do not encourage business activities that could
cause irreparable damage to our reputation or the
environment. As a result, we try to conduct business responsibly and actively
work with shareowners to best serve our various
constituents. We
monitor the environmental, social, and human rights risks of our
customers along with credit risks. This process
involves management and Board oversight and controls such as enhanced
due diligence and a reputation risk review.
In general,
we evaluate each credit or transaction on its individual merits, with larger
deals receiving more attention and deeper analysis.
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 bank holding company
under the Bank Holding
Company Act of 1956 (“BHC Act”) and have also elected to be a financial
holding company. As a result,
we are subject to
supervisory regulation and examination by the Federal Reserve.
The BHC Act, the Dodd-Frank Wall
Street Reform and
Consumer Protection Act, the Gramm-Leach-Bliley Financial Modernization
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 reformed 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.
11
Changes in Control
Subject to certain exceptions, the BHC Act and the Change in Bank Control
Act (“CBCA”), together with the applicable
regulations, require Federal Reserve approval (or,
depending on the circumstances, no notice of disapproval) prior to any
acquisition of “control” of a bank or bank holding company.
Under the BHC Act, a company (a broadly defined term that includes
partnerships among other things) that 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 is deemed to
control the institution and to be a bank holding company.
A company that acquires less than 5% of any class of voting security
(and that does not exhibit the other control factors) is presumed not
to have control. For ownership levels between the 5% and
25% thresholds, the Federal Reserve has developed an extensive body
of law on the circumstances in which control may or may
not exist.
Further, on January 30, 2020, the Federal Reserve finalized
a rule that simplifies and increases the transparency of its
rules for determining when one company controls another company
for purposes of the BHC Act.
The rule became effective
September 30, 2020. It has and will likely continue to have a meaningful
impact on control determinations related to investments
in banks and bank holding companies and investments by bank holding
companies in nonbank companies.
Under the CBCA, if an individual or a company that acquires 10% or more
of any class of voting securities of an insured
depository institution or its holding company and either that institution
or company has registered securities under Section 12 of
the Exchange Act, or no other person will own a greater percentage
of that class of voting securities immediately after the
acquisition, then that investor is presumed to have control and may be
required to file a change in bank control notice with the
institution’s or the holding company’s
primary federal regulator. Our
common stock is registered under Section 12 of the
Exchange Act so we are subject to these rules.
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) acquiring, 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 companies’ records of addressing the credit needs of
the communities they serve, 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.
The 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 the Bank is chartered under Florida
law and
changes in control of CCBG are indirect changes in control of CCB.
Prohibitions Against Tying Arrangements
Banks are subject to the prohibitions of 12 U.S.C. 1972 on certain tying arrangements.
We are prohibited,
subject to some
exceptions, from extending credit to or offering any other
service, or fixing or varying the consideration for such extension of
credit or service, on the condition that the customer obtain some additional
service from the institution or its affiliates or not
obtain services of a competitor of the institution.
Capital; Dividends; Source of Strength
The Federal Reserve imposes certain capital requirements on financial
holding companies under the BHC 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 these 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.
12
It is the Federal Reserve’s policy
that bank holding companies should generally pay dividends on common
stock only out of
income available over the past year,
and only if prospective earnings retention is consistent with the organization’s
expected
future needs and financial condition. It is also the Federal Reserve’s
policy that bank holding companies should not maintain
dividend levels that undermine their ability to be a source of strength to
their banking subsidiaries. Additionally,
the Federal
Reserve has indicated that bank holding companies should carefully
review their dividend policies and has discouraged payment
ratios that are at maximum allowable levels unless both asset quality and capital
are very strong. The Federal Reserve possesses
enforcement powers over bank holding companies and their non-bank subsidiaries
to prevent or remedy actions that represent
unsafe or unsound practices or violations of applicable statutes and regulatio
ns. Among these powers is the ability to proscribe the
payment of dividends by banks and bank holding companies.
Bank holding companies are expected to consult with the Federal Reserve before
redeeming any equity or other capital instrument
included in Tier 1 or Tier
2 capital prior to stated maturity,
if such redemption could have a material effect on the level or
composition of the organization’s
capital base. In addition, a bank holding company may not repurchase
shares equal to 10% or
more of its net worth if it would not be well-capitalized (as defined by the
Federal Reserve) after giving effect to such repurchase.
Bank holding companies experiencing financial weaknesses, or
that are at significant risk of developing financial weaknesses,
must consult with the Federal Reserve before redeeming or repurchasing
common stock or other regulatory capital instruments.
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.
Safe and Sound Banking Practices
Bank holding companies and their nonbanking subsidiaries are prohibited
from engaging in activities that represent unsafe and
unsound banking practices or that constitute a violation of law or regulations.
Under certain conditions the Federal Reserve may
conclude that some actions of a bank holding company,
such as a payment of a cash dividend, would constitute an unsafe and
unsound banking practice. The Federal Reserve also has the authority
to regulate the debt of bank holding companies, including
the authority to impose interest rate ceilings and reserve requirements on
such debt. The Federal Reserve may also require a bank
holding company to file written notice and obtain its approval prior to purchasing
or redeeming its equity securities, unless certain
conditions are met.
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 supervisory enforcement powers over us.
As a Florida state-chartered bank, 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, or FDICIA,
prohibits insured state chartered institutions from conducting activities as principal
that are not permitted for national banks. A
bank, however, may engage in certain 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.
Safety and Soundness Standards / Risk Management
The federal banking agencies have adopted guidelines establishing
operational and managerial standards to promote the safety
and soundness of federally insured depository institutions. The guidelines
set forth standards for internal controls, information
systems, internal audit systems, loan documentation, credit underwriting,
interest rate exposure, asset growth, compensation, fees
and benefits, asset quality and earnings.
13
In general, the safety and soundness guidelines prescribe the goals to be achieved
in each area, and each institution is responsible
for establishing its own procedures to achieve those goals. If an institution
fails to comply with any of the standards set forth in
the guidelines, the financial institution’s
primary federal regulator may require the institution to submit a plan for
achieving and
maintaining compliance. If a financial institution fails to submit an acceptable
compliance plan or fails in any material respect to
implement a compliance plan that has been accepted by its primary federal
regulator, the regulator is required to issue an order
directing the institution to cure the deficiency.
Until the deficiency cited in the regulator’s order is cured, the regulator
may
restrict the financial institution’s
rate of growth, require the financial institution to increase its capital, restrict the
rates the
institution pays on deposits or require the institution to take any action
the regulator deems appropriate under the circumstances.
Noncompliance with the standards established by the safety and soundness
guidelines may also constitute grounds for other
enforcement action by the federal bank regulatory agencies, including
cease and desist orders and civil money penalty
assessments.
The bank regulatory agencies have increasingly emphasized the importance
of sound risk management processes and strong
internal controls when evaluating the activities of the financial institutions
they supervise. Properly managing risks has been
identified as critical to the conduct of safe and sound banking activities and
has become even more important as new
technologies,
product innovation and the size and speed of financial transactions have changed the nature
of banking markets. The
agencies have identified a spectrum of risks facing a banking institution including,
but not limited to, credit, market, liquidity,
operational, legal and reputational risk. In particular,
recent regulatory pronouncements have focused on operational
risk, which
arises from the potential that inadequate information systems, operational problems,
breaches in internal controls, fraud or
unforeseen catastrophes will result in unexpected losses. New products and
services, third party risk management and
cybersecurity are critical sources of operational risk that financial institutions
are expected to address in the current environment.
The Bank is expected to have active board and senior management oversight; adequate
policies, procedures and limits; adequate
risk measurement, monitoring and management information systems; and
comprehensive internal controls.
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, financial
institutions are now 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 place restrictions on the declaration
of dividends from state chartered banks to
their holding companies. Under the Florida Financial Institutions Code,
the board of directors of a state-chartered bank, after it
charges off bad debts, depreciation and other
worthless assets, if any, and makes 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. In addition, with the approval of the Florida
Office of Financial Regulation and Federal Reserve,
the bank’s board of directors may 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. However, a
Florida 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.
Under Federal Reserve regulations, a state member bank may,
without the prior approval of the Federal
Reserve, pay a dividend in an amount that, when taken together with
all dividends declared during the calendar year,
does not
exceed the sum of the bank’s net income
during the current calendar year and the retained net income of the prior
two calendar
years. The Federal Reserve may approve greater amounts.
14
Insurance of Accounts and Other Assessments
Deposits at U.S. domiciled banks are insured by the FDIC, subject to limits and
conditions of applicable laws and regulations.
Our deposit accounts are insured by the Deposit Insurance Fund, or
DIF, generally up
to a maximum of $250,000 per separately
insured depositor. In order
to fund the DIF, all insured
depository institutions are required to pay quarterly assessments to the
FDIC that are based on an institutions assignment to one of four risk
categories based on supervisory evaluations, regulatory
capital levels and certain other factors.
The FDIC has the discretion to adjust an institution’s
risk rating and may terminate its
insurance of deposits upon a finding that the institution engaged or is engaging
in unsafe and unsound practices, is in an unsafe or
unsound condition to continue operations, or violated any applicable
law, regulation, rule, order or
condition imposed by the
FDIC or written agreement entered into with the FDIC. The FDIC may also prohibit
any FDIC-insured institution from engaging
in any activity it determines to pose a serious risk to the DIF.
Transactions with Affiliates and
Insiders
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 affili
ates, 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 and directors of an insured depository
institution or any of its affiliates 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 the
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 an amount equal
to 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.
In September 2020, the Federal Reserve issued an Advance Notice of Proposed
Rulemaking ("ANPR") that invited public
comment on an approach to modernize the regulations that implement the
CRA by strengthening, clarifying, and tailoring them to
reflect the current banking landscape and better meet the core purpose of
the CRA. The ANPR sought feedback on ways to
evaluate how banks meet the needs of low- and moderate
-income communities and address inequities in credit access. We
continue to evaluate the impact of any CRA changes and their impact to our
financial condition, results of operations, and
liquidity, which
cannot be predicted at this time.
15
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. Under these guidelines, assets and
off-balance sheet items are assigned to
specific risk categories each with designated risk weightings. These risk-based
capital guidelines were designed to make
regulatory capital requirements more sensitive to differences
in risk profiles among 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 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 given risk-weights of 0%, 20%, 50%, 100%
and 150%. In addition, certain off-balance sheet items are given
similar credit conversion factors to convert them to asset
equivalent amounts to which an appropriate risk-weight will apply.
Most loans will be 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, primarily,
general obligation claims on states or other political
subdivisions of the United States) will be 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 given 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.
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 implemented 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 included a new minimum ratio of Common Equity
Tier 1 Capital to Risk-Weighted
Assets of 4.5%. The
rules also created a Common Equity Tier 1
Capital conservation buffer of 2.5% of risk-weighted assets. This buffer
is added to
each of the three risk-based capital ratios to determine whether an institution
has established the buffer.
The rules raised the
minimum ratio of Tier 1 Capital to Risk-Weighted
Assets from 4% to 6% and included a minimum leverage ratio of 4% for
all
banking organizations. If a financial institution’s
capital conservation buffer falls below 2.5% (e.g.,
if the institution’s Common
Equity Tier 1 Capital to Risk-Weighted
Assets is less than 7.0%), then capital distributions and discretionary
payments will be
limited or prohibited based on the size of the institution’s
buffer. The types of payments subject
to this limitation include
dividends, share buybacks, discretionary payments on Tier
1 instruments, and discretionary bonus payments.
The capital regulations may also impact the treatment of accumulated
other comprehensive income, or AOCI, for regulatory
capital purposes. AOCI generally flows through to regulatory capital,
however, community banks and their holding
companies
were allowed a one-time irrevocable opt-out election to continue
to treat AOCI the same as under the old regulations for
regulatory capital purposes. This election was required to be made on the
first call report or bank holding company annual report
(on form FR Y-9C)
filed after January 1, 2015. We
made the opt-out election. Additionally,
the rules also permitted community
banks with less than $15 billion in total assets to 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
would not qualify for Tier 1
capital treatment.
Commercial Real Estate Concentration Guidelines
The federal banking regulators have implemented guidelines to address
increased concentrations in commercial real estate loans.
These guidelines describe the criteria regulatory agencies will use as indicators
to identify institutions potentially exposed to
commercial real estate concentration risk. An institution that has (i) experienced
rapid growth in commercial real estate lending,
(ii) notable exposure to a specific type of
commercial real estate, (iii) total reported loans for construction, land development,
and
other land representing 100% or more of total risk-based capital, or (iv)
total commercial real estate (including construction) loans
representing 300% or more of total risk-based capital and the outstanding
balance of the institutions commercial real estate
portfolio has increased by 50% or more in the prior 36 months, may be identified
for further supervisory analysis of a potential
concentration risk.
At December 31, 2021, CCB’s ratio
of construction, land development and other land loans to total risk-based
capital was 71%,
its ratio of total commercial real estate loans to total risk-based capital was 188%
and, therefore, CCB was under the 100% and
300% thresholds, respectively,
set forth in clauses (iii) and (iv) above.
As a result, we are not deemed to have a concentration in
commercial real estate lending under applicable regulatory guidelines.
16
Prompt Corrective Action
The federal banking agencies are required to take "prompt corrective
action" with respect to financial institutions that do not meet
minimum capital requirements. The law establishes five categories
for this purpose: "well-capitalized," "adequately capitalized,"
"undercapitalized," "significantly undercapitalized" and "critically
undercapitalized." To
be considered "well-capitalized," an
insured depository institution must maintain minimum capital ratios and
must not be subject to any order or written directive to
meet and maintain a specific capital level for any capital measure. An institution
that fails to remain well-capitalized becomes
subject to a series of restrictions that increase in severity as its capital condition weakens.
Such restrictions may include a
prohibition on capital distributions, restrictions on asset growth or
restrictions on the ability to receive regulatory approval of
applications. The regulations apply only to banks and not to BHCs. However,
the Federal Reserve is authorized to take
appropriate action at the holding company level, based on the undercapitalized
status of the holding company's subsidiary banking
institutions. In certain instances relating to an undercapitalized banking
institution, the BHC would be required to guarantee the
performance of the undercapitalized subsidiary's capital restoration
plan and could be liable for civil money damages for failure to
fulfill those guarantee commitments.
In addition, failure to meet capital requirements may cause an institution
to be directed to raise additional capital. Federal law
further mandates that the agencies adopt safety and soundness standards generally
relating to operations and management, asset
quality and executive compensation, and authorizes administrative action
against an institution that fails to meet such standards.
Failure to meet capital guidelines may subject a banking organization
to a variety of other enforcement remedies, including
additional substantial restrictions on its operations and activities, termination
of deposit insurance by the FDIC and, under certain
conditions, the appointment of a conservator or receiver.
At December 31, 2021, we exceeded the requirements contained in the
applicable regulations, policies and directives pertaining to
capital adequacy 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.
Our capital ratios can be found in Note 17 to the Notes to our Consolidated
Financial
Statements.
Interstate Banking and Branching
The Dodd-Frank Act relaxed interstate branching restrictions by modifying
the federal statute governing de novo interstate
branching by state member banks. Consequently,
a state member bank may open its initial branch in a state outside of the bank’s
home state by way of an interstate bank branch, so long as a bank chartered under
the laws of that state would be permitted to
open a branch at that location.
Anti-money Laundering
The Uniting and Strengthening America by Providing Appropriate Tools
Required to Intercept and Obstruct Terrorism
Act of
2001 (the “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, or “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 BSA Acts and the related federal regulations require
banks to establish anti-money laundering
programs that include policies, procedures and controls to detect, prevent
and report money laundering and terrorist financing and
to verify the identity of their customers and of beneficial owners of their legal entity
customers.
The Anti-Money Laundering Act ("AMLA"), which amends the BSA, was enacted
in early 2021. The AMLA is intended to be a
comprehensive reform and modernization of U.S. bank secrecy and
anti-money laundering laws. In particular, it codifies a risk-
based approach to anti-money laundering compliance for financial
institutions, requires the U.S. Department of the Treasury
to
promulgate priorities for anti-money laundering and countering the
financing of terrorism policy,
requires the development of
standards for testing technology and internal processes for BSA compliance,
expands enforcement-
and investigation-related
authority (including increasing available sanctions for certain BSA violations),
and expands BSA whistleblower incentives and
protections.
Many AMLA provisions will require additional rulemakings, reports
and other measures, and the impact of the AMLA will
depend on, among other things, rulemaking and implementation
guidance. In June 2021, the Financial Crimes Enforcement
Network, a bureau of the U.S. Department of the Treasury,
issued the priorities for anti-money laundering and countering the
financing of terrorism policy required under the AMLA. The priorities
include corruption, cybercrime, terrorist financing, fraud,
transnational crime, drug trafficking, human trafficking
and proliferation financing.
17
There is also increased scrutiny of compliance with the sanctions programs
and rules administered and enforced by the Office of
Foreign Assets Control of the U.S. Department of Treasury,
or “OFAC.” OFAC
administers and enforces economic and trade
sanctions against targeted foreign countries and regimes, terrorists, international
narcotics traffickers, those engaged in activities
related to the proliferation of weapons of mass destruction, and other threats
to the national security, foreign
policy or economy of
the United States, based on U.S. foreign policy and national security goals.
OFAC issues regulations
that restrict transactions by
U.S. persons or entities (including banks), located in the U.S. or abroad,
with certain foreign countries, their nationals or
“specially designated nationals.” OFAC
regularly publishes listings of foreign countries and designated
nationals that are
prohibited from conducting business with any U.S. entity or individual. While
OFAC is responsible
for promulgating, developing
and administering these controls and sanctions, all of the bank regulatory
agencies are responsible for ensuring that financial
institutions comply with these regulations.
Privacy
A variety of federal and state privacy laws govern the collection, safeguarding,
sharing and use of customer information, and
require that financial institutions have policies regarding information
privacy and security. The Gramm
-Leach-Bliley Act and
related regulations require banks and their affiliated companies to
adopt and disclose privacy policies, including policies
regarding the sharing of personal information with third parties. Some state laws also
protect the privacy of information of state
residents and require adequate security of such data, and certain state laws may require
us to notify affected individuals of
security breaches of computer databases that contain their personal information.
These laws may also require us to notify law
enforcement, regulators or consumer reporting agencies in the event
of a data breach, as well as businesses and governmental
agencies that own data.
Overdraft Fee Regulation
The Electronic Fund Transfer Act prohibits
financial
institutions from charging consumers fees for paying overdrafts on
automated teller machines, or 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
disclosures and regulate the manner in which financial institutions must
deal with clients when taking deposits or making loans to
clients. CCB must comply with these consumer protection laws and regulations
as part of its ongoing client 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, the more
recent TILA-
RESPA Integrated
Disclosure, or TRID, rules for mortgage closings have impacted our loan applications.
These rules, including
the required loan forms, generally increased the time it takes to approve
mortgage loans.
Future Legislative Developments
Various
bills are from time to time introduced in Congress and the Florida legislature.
This legislation may change banking and
tax 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.
18
Legislative
and Regulatory Responses to the COVID-19
Pandemic
The COVID-19 pandemic has continued to
cause extensive disruptions to
the global economy, to businesses, and to the lives
of
individuals throughout the world.
On March 27, 2020, the Coronavirus
Aid, Relief, and Economic Security
Act, or CARES Act,
was signed into law. The CARES Act was a $2.2 trillion
economic stimulus bill that was
intended to provide relief in
response to
the COVID-19 pandemic. There have
also been a number of regulatory
actions intended to help mitigate
the adverse economic
impact of the COVID-19 pandemic
on borrowers, including several
mandates from the bank regulatory
agencies, requiring
financial institutions to work
constructively with borrowers
affected by the COVID-19 pandemic.
The bank regulatory agencies
ensured that adequate flexibility
will be given to financial
institutions that work with
borrowers
affected by the COVID-19 pandemic and
further indicated that the regulators
would not criticize institutions
that do so in a safe and
sound manner. Further, the bank regulatory agencies have encouraged
financial institutions to report
accurate information to credit
bureaus regarding relief provided
to borrowers and have urged the importance
of financial institutions to continue
assisting those
borrowers impacted by the COVID-19
pandemic. In 2020, the bank regulatory
agencies also issued a joint
policy statement to
facilitate mortgage servicers’
ability to place consumers in
short-term payment forbearance
programs. This policy statement
was
followed by an interim final
rule that makes it easier for
consumers to transition out
of financial hardship caused by
the COVID-19
pandemic. The rule makes it clear
that servicers do not violate
Regulation X (which places
restrictions and requirements
upon
lenders, mortgage brokers, or servicers
of home loans related to consumers
when they apply for and receive
mortgage loans) by
offering certain COVID-19-related loss
mitigation options based on an evaluation
of limited application information
collected from
the borrower. A final rule issued by the bank regulatory
agencies on June 28, 2021 permits
servicers to also offer certain COVID-
19 related loan modification options
based on the evaluation of an
incomplete application. Federal
and state moratoria on evictions
and foreclosures that were implemented
during 2020 in response to COVID-19
were extended late
into 2021. Although these
programs generally have expired,
governmental authorities may take
additional actions in the future
to limit the adverse impact
of
COVID-19 on borrowers and tenants.
The CARES Act amended the SBA’s loan program, in which the Bank participates, to
create a guaranteed, unsecured
loan program
(the “PPP”) to fund operational
costs of eligible businesses,
organizations and self-employed persons
during COVID-19. The PPP
authorized financial institutions
to make federally-guaranteed
loans to qualifying small businesses
and non-profit organizations.
These loans carry an interest
rate of 1% per annum and a maturity
of two years for loans originated
prior to June 5, 2020 and five
years for loans originated on
or after June 5, 2020. The PPP
provides that such loans may
be forgiven if the borrowers meet
certain
requirements with respect to maintaining
employee headcount and payroll and
the use of the loan proceeds after
the loan is
originated. The initial phase of
the PPP, after being extended multiple times by Congress,
expired on August 8, 2020. However, on
January 11, 2021, the SBA reopened the PPP
for First Draw PPP loans to small
businesses and non-profit organizations
that did not
receive a loan through the initial
PPP phase. Further, on January 13, 2021, the
SBA reopened the PPP for Second
Draw PPP loans
to small businesses and non-profit
organizations that did receive a loan
through the initial PPP phase.
Maximum loan amounts were
also increased for accommodation
and food service businesses. Although
the PPP ended in accordance
with its terms on May 31,
2021, outstanding PPP loans continue
to go through the process of either
obtaining forgiveness from the SBA
or pursuing claims
under the SBA guaranty.
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 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.
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.
19
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.
Market Risks
We may incur losses if we are
unable to successfully manage interest rate risk.
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 current 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, have 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.
Interest rates and economic conditions affect consumer
demand for housing and can create volatility in the mortgage industry.
These risks can have a material impact on the volume of mortgage originations
and refinancings, adversely affecting mortgage
banking revenues and the profitability of our mortgage banking business.
See Item 7.
Management’s Discussion and Analysis of
Financial Condition and Results of Operations under the section captioned
“Net Interest Income” and “Market Risk and Interest Rate Sensitivity” elsewhere
in this report for further discussion related to
interest rate sensitivity and our management of interest rate risk.
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, 2021 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.
20
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.
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, 2021 was approximately 29,919 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.
We may be adversely impacted by
the transition from LIBOR as a reference
rate.
The United Kingdom’s Financial
Conduct Authority and the administrator of LIBOR have announced
that the publication of the
most commonly used U.S. dollar London Interbank Offered Rate (“LIBOR”)
settings will cease to be published or cease to be
representative after June 30, 2023.
The publication of all other LIBOR settings ceased to be published as of December
31, 2021.
Given
consumer
protection, litigation, and reputation
risks, the bank regulatory
agencies
have
indicated
that entering
into
new
contracts that use LIBOR as a reference rate after December 31, 2021, would
create safety and soundness risks and that they
will examine bank practices accordingly.
Therefore, the agencies encouraged banks to cease entering into new contracts that use
LIBOR as a reference rate as soon as practicable and in any event by December 31,
2021.
Prior to December 31, 2021, we
discontinued originating LIBOR-based loans.
At December 31, 2021, we have 108 loans totaling approximately $77 million
that are indexed to LIBOR.
We believe our
current
portfolio of LIBOR based loan contracts contain the necessary fallback langu
age, however, the timing and manner in which each
customer’s contract transitions to a replacement index will vary
on a case-by-case basis.
We also have
$34 million in floating rate
investment securities that are indexed
to LIBOR.
We are currently
evaluating fallback language for each investment security.
Lastly, we have two
floating rate subordinated debenture notes totaling $53 million and a related interest
rate swap contract for
$30 million that are indexed to LIBOR (Refer to Note 12 – Long Term
Borrowings and Note 5 – Derivatives in our Consolidated
Financial Statements).
The subordinated debenture notes do not contain fallback language allowing
for a replacement rate, but
will convert to a fixed rate (LIBOR plus margin) at the time of
LIBOR cessation.
The interest rate swap contract adheres to ISDA
protocol which requires conversion to the fallback SOFR rate at the time of
LIBOR cessation.
There continues to be substantial
uncertainty as to the ultimate effects of the LIBOR transition,
including with respect to the acceptance and use of other
benchmark rates.
Since replacement rates are calculated differently,
payments under contracts referencing new rates will differ
from those referencing LIBOR, which may lead to increased volatility as compared
to LIBOR.
COVID-19 Risks
The ongoing global COVID-19 outbreak could harm our
business and results of operations. The magnitude and duration
of the pandemic’s impact will depend on future
developments, which are highly uncertain and
are difficult to predict.
The COVID-19 pandemic continues to negatively impact economic
and commercial activity and financial markets, both globally
and within the United States. Stay-at-home orders, travel restrictions and
closure of non-essential businesses and similar orders
imposed across the United States to restrict the spread of COVID-19 in 2021
resulted in significant business and operational
disruptions, including business closures, supply chain disruptions,
and mass layoffs and furloughs. Although local jurisdictions
were not subject to stay-at-home orders, worker shortages, vaccine
and testing requirements, new variants of COVID-19 and
other health and safety recommendations have impacted the ability of
businesses to return to pre-pandemic levels of activity and
employment.
21
The COVID-19 pandemic has had a specific impact
on our business, including: (1) causing some of our borrowers to be unable
to
meet existing payment obligations, particularly borrowers disproportionately
affected by business shutdowns and travel
restrictions;
(2) requiring us to increase our allowance for loan losses; and (3) affecting
consumer and business spending,
borrowing and savings habits. The ultimate risk posed by the COVID-19 pandemic
remains highly uncertain; however, COVID-
19 poses a material risk to our business, financial condition and results of
operations. Other factors likely to have an adverse
effect on our results of operations include:
●
risks to the capital markets due to the volatility in financial markets that
may impact the performance of our investment
securities portfolio;
●
effects on key employees, including operational management
personnel and those charged with preparing, monitoring
and evaluating our financial reporting and internal controls;
●
declines in demand for loans and other banking services and products, as well as increases
in our non-performing loans,
owing to the effects of COVID-19 in the markets served by the Bank
and on the business of borrowers of the Bank;
●
declines in demand resulting from adverse impacts of the virus on businesses deemed
to be “non-essential” by
governments in the markets served by the Bank;
●
reduced fees as we waive certain fees for our customers impacted by
the COVID-19 pandemic; and
●
higher operating costs, increased
cybersecurity risks and potential loss of productivity while some of our associates work
remotely.
Lastly, our commercial
real estate and multi-family loans are dependent on the profitable operation and mana
gement of the
properties securing such loans. The longer the pandemic persists, the
stronger the likelihood that COVID-19 could have a
significant adverse impact by reducing the revenue and cash flows of
our borrowers, impacting the borrowers’ ability to repay
their loans, increasing the risk of delinquencies and defaults, and reducing
the collateral value underlying the loans.
The extent to which the COVID-19 pandemic will ultimately affect
our financial condition and results of operations is unknown
and will depend, among other things, on the duration of the pandemic,
the actions undertaken by national, state and local
governments and health officials to contain the virus or mitigate
its effects, the safety and effectiveness of
the vaccines that have
been developed and the ability of pharmaceutical companies and governments
to continue to manufacture and distribute those
vaccines, changes to interest rates, and how quickly and to what extent economic
conditions improve and normal business and
operating conditions resume. Any one or a combination of these factors could
negatively impact our business, financial condition
and results of operations and prospects.
Credit Risks
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, 2021, commercial mortgage loans comprised approximately
34.4% 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, 2021, commercial
loans comprised approximately 11.6%
of
our total loan portfolio.
22
●
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,
2021, construction loans comprised approximately 9.0% 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, 2021, vacant land loans comprised
approximately 3.42% of our total loan portfolio.
●
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, 2021, HELOCs comprised approximately 9.7% 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, 2021, consumer loans comprised approximately 16.7
%
of our total loan portfolio, with indirect auto loans
making up a majority of this portfolio at approximately 93.1% 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.
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, 2021, approximately 72% 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.
Additionally, at
December 31, 2021, 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 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, 2021,
approximately 38% and 34% of our $1.931 billion loan portfolio was secured
by commercial real estate and residential real estate,
respectively. As of
this same date, approximately 9% was secured by property under construction.
23
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.
An inadequate allowance for credit 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 credit 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 and future economic conditions; and
●
geographic and industry loan concentrations.
At December 31, 2021, our allowance for credit losses for loans held
for investment was $21.6 million, which represented
approximately 1.12% of our total loans held for investment.
We had $4.3
million in nonaccruing loans at December 31, 2021.
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 credit 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 credit 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 credit losses would adversely
impact our net income and capital in future periods, while having the effect
of overstating our current period earnings.
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.
24
Liquidity Risks
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
2021 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.
We may be unable to pay dividends in the
future.
In 2021, 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 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.
Regulatory and Compliance Risks
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.
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” on page 10.
25
U.S. federal banking agencies may require us to
increase our regulatory capital, long-term
debt or liquidity requirements,
which could result in the need to issue additional qualifying securities or
to take other actions, such as to sell company
assets.
We are subject
to U.S. regulatory capital and liquidity rules. These rules, among other things,
establish minimum requirements to
qualify as a well-capitalized institution. If CCB fails to maintain its status as well
capitalized under the applicable regulatory
capital rules, the Federal Reserve will require us to agree to bring the bank
back to well-capitalized status. For the duration of
such an agreement, the Federal Reserve may impose restrictions on our
activities. If we were to fail to enter into or comply with
such an agreement or fail to comply with the terms of such agreement, the Federal
Reserve may impose more severe restrictions
on our activities, including requiring us to cease and desist activities permitted
under the Bank Holding Company Act of 1956.
Capital and liquidity requirements are frequently introduced and
amended. It is possible that regulators may increase regulatory
capital requirements, change how regulatory capital is calculated or increase
liquidity requirements.
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, or CET1, to
Risk-
Weighted Assets, or
RWA,
of 4.5% and a CET1 conservation buffer of 2.5% of
RWA
(which was fully phased-in in 2019) that
apply to all supervised financial institutions.
The CET1 conservation buffer requirement 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.
Further changes to and compliance with the regulatory capital and liquidity
requirements may impact our operations by requiring
us to liquidate assets, increase borrowings, issue additional equity or other
securities, cease or alter certain operations, sell
company assets or hold highly liquid assets, which may adversely affect
our results of operations. We
may be prohibited from
taking capital actions such as paying or increasing dividends or repurchasing
securities.
Changes in accounting standards or assumptions in applying accounting
policies could adversely affect us.
Our accounting policies and methods are fundamental to how we record
and report our financial condition and results of
operations. Some of these policies require use of estimates and assumptions
that may affect the reported value of our assets or
liabilities and results of operations and are critical because they require management
to make difficult, subjective and complex
judgments about matters that are inherently uncertain. If those assumptions,
estimates or judgments were incorrectly made, we
could be required to correct and restate prior-period financial statements. Accounting
standard-setters and those who interpret the
accounting standards, the SEC, banking regulators and our independent
registered public accounting firm may also amend or even
reverse their previous interpretations or positions on how various standards
should be applied. These changes may be difficult to
predict and could impact how we prepare and report our financial statements. In
some cases, we could be required to apply a new
or revised standard retrospectively,
resulting in us revising prior-period financial statements.
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, or 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. If 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.
26
Fee revenues from overdraft protection
programs constitute a significant portion of our noninterest income
and may be
subject to increased supervisory scrutiny.
Revenues derived from transaction fees associated with overdraft protection
programs offered to our customers represent a
significant portion of our noninterest income. In 2021, the Company
collected approximately $9.9 million in net overdraft
transaction fees. In recent months, certain members of Congress and
the leadership of the CFPB have expressed a heightened
interest in bank overdraft protection programs. In December 2021,
the CFPB published a report providing data on banks’
overdraft and non-sufficient funds fee revenues as well as observations
regarding consumer protection issues relating to
participation in such programs. The CFPB has indicated that it intends to
pursue enforcement actions against banking
organizations, and their executives, that oversee
overdraft practices that are deemed to be unlawful. In addition, the Comptroller
of the Currency has identified potential options for reform of national
bank overdraft protection practices, including providing a
grace period before the imposition of a fee, refraining from charging
multiple fees in a single day and eliminating fees altogether.
In response to this increased congressional and regulatory scrutiny,
and in anticipation of enhanced supervision and enforcement
of overdraft protection practices in the future, certain banking organizations
have begun to modify their overdraft protection
programs, including by discontinuing the imposition of overdraft transaction
fees. These competitive pressures from our peers, as
well as any adoption by our regulators of new rules or supervisory guidance
or more aggressive examination and enforcement
policies in respect of banks’ overdraft protection practices, could cause
us to modify our program and practices in ways that may
have a negative impact on our revenue and earnings, which, in turn, could
have an adverse effect on our financial condition and
results of operations. In addition, as supervisory expectations and industry
practices regarding overdraft
Operational Risks
Many types of operational risks can affect our earnings negatively.
We regularly
assess and monitor operational risk in our businesses. Despite our efforts
to assess and monitor operational risk, our
risk management framework may not be effective in
all cases. Factors that can impact operations and expose us to risks varying in
size, scale and scope include:
●
failures of technological systems or breaches of security measures, including,
but not limited to, those resulting from
computer viruses or cyber-attacks;
●
unsuccessful or difficult implementation of computer
systems upgrades;
●
human errors or omissions, including failures to comply with applicable
laws or corporate policies and procedures;
●
theft, fraud or misappropriation of assets, whether arising from the intentional
actions of internal personnel or external
third parties;
●
breakdowns in processes, breakdowns in internal controls or failures
of the systems and facilities that support our
operations;
●
deficiencies in services or service delivery;
●
negative developments in relationships with key counterparties, third-party
vendors, or employees in our day-to-day
operations; and
●
external events that are wholly or partially beyond our control, such
as pandemics, geopolitical events, political unrest,
natural disasters or acts of terrorism.
While we have in place many controls and business continuity plans designed
to address these factors and others, these plans may
not operate successfully to mitigate these risks effectively.
If our controls and business continuity plans do not mitigate the
associated risks successfully,
such factors may have a negative impact on our business, financial condition
or results of
operations. In addition, an important aspect of managing our operational
risk is creating a risk culture in which all employees
fully understand that there is risk in every aspect of our business and the
importance of managing risk as it relates to their job
functions. We
continue to enhance our risk management program to support our risk culture. Nonetheless,
if we fail to provide the
appropriate environment that sensitizes all of our employees to managing
risk, our business could be impacted adversely.
27
We are subject to
certain operational risks, including, but not limited to, customer,
employee or third-party fraud and
data processing system failures and errors.
We rely on
the ability of our employees and systems to process a high number of transactions. Operational
risk is the risk of loss
resulting from our operations, including but not limited to, the risk of
fraud by employees or persons outside our company,
the
execution of unauthorized transactions by employees, errors relating
to transaction processing and technology,
breaches of our
internal control systems and compliance requirements. Insurance coverage
may not be available for such losses, or where
available, such losses may exceed insurance limits. This risk of loss also includes
the potential legal actions that could arise as a
result of operational deficiencies or as a result of non-compliance with applicable
regulatory standards, adverse business decisions
or their implementation, or customer attrition due to potential negative
publicity. In the event of a breakdown
in our internal
control systems, improper operation of systems or improper employee
actions, we could suffer financial loss, face regulatory
action, and/or suffer damage to our reputation.
Pandemics, natural disasters, global climate change, acts of
terrorism and global conflicts may have a negative impact
on
our business and operations.
Pandemics, including the continuing COVID-19 pandemic, natural
disasters, global climate change, acts of terrorism, global
conflicts or other similar events have in the past, and may in the future have,
a negative impact on our business and operations.
These events impact us negatively to the extent that they result in reduced capital
markets activity, lower asset price
levels, or
disruptions in general economic activity in the United States or abroad,
or in financial market settlement functions. In addition,
these or similar events may impact economic growth negatively,
which could have an adverse effect on our business and
operations and may have other adverse effects on us in
ways that we are unable to predict.
Our business operations could be disrupted if significant portions of
our workforce were unable to work effectively,
including
because of illness, quarantines, government actions, or other restrictions
in connection with the pandemic. Further,
work-from-
home and other modified business practices may introduce additional
operational risks, including cybersecurity and execution
risks, which may result in inefficiencies or delays, and may affect
our ability to, or the manner in which we, conduct our business
activities. Disruptions to our clients could result in increased risk of
delinquencies, defaults, foreclosures and losses on our loans.
The escalation of the pandemic may also negatively impact regional economic
conditions for a period of time, resulting in
declines in local loan demand, liquidity of loan guarantors, loan collateral
(particularly in real estate), loan originations and
deposit availability.
Litigation may adversely affect our results.
We are subject
to litigation in the ordinary course of business. Claims and legal actions, including
supervisory actions by our
regulators, could involve large monetary claims and significant
defense costs. The outcome of litigation and regulatory matters as
well as the timing of ultimate resolution are inherently difficult
to predict.
Actual legal and other costs of resolving claims may be greater than
our legal reserves. The ultimate resolution of a pending legal
proceeding, depending on the remedy sought and granted,
could materially adversely affect our results of operations and financial
condition.
In addition, governmental authorities have, at times, sought criminal
penalties against companies in the financial services sector
for violations, and, at times, have required an admission of wrongdoing
from financial institutions in connection with resolving
such matters. Criminal convictions or admissions of wrongdoing in
a settlement with the government can lead to greater exposure
in civil litigation and reputational harm.
Substantial legal liability or significant regulatory action against us could
have material adverse financial effects or cause
significant reputational harm, which adversely impact our business prospects.
Further, we may be exposed to substantial
uninsured liabilities, which could adversely affect
our results of operations and financial condition.
28
Strategic Risks
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 gov
ernmental 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.
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 23.7%
of the outstanding shares of
our common stock at December 31, 2021.
William G. Smith, Jr.,
our Chairman, President and Chief Executive Officer
beneficially owned 17.2% 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, or BHC Act.
As a result, we are subject to supervisory regulation and examination
by the Federal Reserve. The Gramm-Leach-Bliley Act, the
BHC 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.
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. 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:
●
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.
29
Reputational Risks
Damage to our reputation could harm our businesses, including
our competitive position and business prospects.
Our ability to attract and retain customers, clients, investors and employees
is impacted by our reputation. Harm to our reputation
can arise from various sources, including officer,
director or employee fraud, misconduct and unethical behavior,
security
breaches, litigation or regulatory outcomes, compensation practices, lending
practices, the suitability or reasonableness of
recommending particular trading or investment strategies,
including the reliability of our research and models, prohibiting clients
from engaging in certain transactions and employee sales practices. Additionally,
our reputation may be harmed by failing to
deliver products, subpar standards of service and quality expected by
our customers, clients and the community,
compliance
failures, the inability to manage technology change or maintain effective
data management, cyber incidents, internal and external
fraud, inadequacy of responsiveness to internal controls, unintended
disclosure of personal, proprietary or confidential
information, conflicts of interest and breach of fiduciary obligations,
the handling of health emergencies or pandemics, and the
activities of our clients, customers, counterparties and third parties, including
vendors. Our reputation may also be negatively
impacted by our environmental, social, and governance practices and
disclosures,
our businesses and our customers, including
practices and disclosures related to climate change. Actions by the financial
services industry generally or by certain members or
individuals in the industry also can adversely affect our reputation.
In addition, adverse publicity or negative information posted
on social media by employees, the media or otherwise, whether or not
factually correct, may adversely impact our business
prospects or financial results.
We are subject
to complex and evolving laws and regulations regarding privacy,
know-your-customer requirements, data
protection, cross-border data movement and other matters. Principles
concerning the appropriate scope of consumer and
commercial privacy vary considerably in different
jurisdictions, and regulatory and public expectations regarding the definition
and scope of consumer and commercial privacy may remain fluid.
It is possible that these laws may be interpreted and applied by
various jurisdictions in a manner inconsistent with our current or future practices,
or that is inconsistent with one another.
If
personal, confidential or proprietary information of customers or
clients in our possession, or in the possession of third parties
(including their downstream service providers) or financial data aggregators,
is mishandled, misused or mismanaged, or if we do
not timely or adequately address such information, we may face regulatory,
reputational and operational risks which could
adversely affect our financial condition and
results of operations.
We could
suffer reputational harm if we fail to properly identify and manage
potential conflicts of interest. Management of
potential conflicts of interest has become increasingly complex as we expand
our business activities through more numerous
transactions, obligations and interests with and among our clients. The failure
to adequately address, or the perceived failure to
adequately address, conflicts of interest could affect the
willingness of clients to use our products and services, or give rise to
litigation or enforcement actions, which could adversely affect
our business.
Our actual or perceived failure to address these and other issues, such
as operational risks, gives rise to reputational risk that could
harm us and our business prospects. Failure to appropriately address
any of these issues could also give rise to additional
regulatory restrictions, legal risks and reputational harm,
which could, among other consequences, increase the size and number
of litigation claims and damages asserted or subject us to enforcement
actions, fines and penalties, and cause us to incur related
costs and expenses.
Technology
Risks
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.
30
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.
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, 2021, Capital City Bank had 57 banking offices.
Of these locations, we lease the land, buildings, or both at six
locations and own the land and buildings at the remaining 51. CCHL had 26
loan production offices, all of which were leased.
Capital City Strategic Wealth,
Inc. maintained five offices, all of which were leased.
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.
31
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 1,157 shareowners
of record at February 25, 2022.
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.
2021
2020
Fourth
Quarter
Third
Quarter
Second
Quarter
First
Quarter
Fourth
Quarter
Third
Quarter
Second
Quarter
First
Quarter
Common stock price:
High
$
29.00
$
26.10
$
27.39
$
28.98
$
26.35
$
21.71
$
23.99
$
30.62
Low
24.77
22.02
24.55
21.42
18.14
17.55
16.16
15.61
Close
26.40
24.74
25.79
26.02
24.58
18.79
20.95
20.12
Cash dividends per share
0.16
0.16
0.15
0.15
0.15
0.14
0.14
0.14
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 11 and 13, Item 1A. “Market
Risks” in the Risk Factors section on page 19, Item 7. “Liquidity and Capital
Resources – Dividends” – in Management's Discussion and Analysis of Financial
Condition and Operating Results on page 55
and Note 17 in the Notes to Consolidated Financial Statements.
Performance Graph
This performance graph compares the cumulative total shareowner
return on our common stock with the cumulative total
shareowner return of the Nasdaq Composite Index and the S&P U.S. Small Cap Banks Index
for the past five years.
The graph
assumes that $100 was invested on December 31, 2016 in our common stock and each of
the above indices, and that all dividends
were reinvested.
The shareowner return shown below represents past performance and should not
be considered indicative of
future performance.
32
Period Ending
Index
12/31/16
12/31/17
12/31/18
12/31/19
12/31/20
12/31/21
Capital City Bank Group, Inc.
$
100.00
$
113.28
$
116.11
$
155.53
$
128.55
$
141.44
Nasdaq Composite
100.00
129.64
125.96
172.18
249.51
304.85
SNL $1B-$5B Bank Index
100.00
104.33
87.06
109.22
99.19
138.09
33
Item 6.
Selected Financial Data
(Dollars in Thousands, Except Per Share Data)
2021
2020
2019
Interest Income
$
106,351
$
106,197
$
112,836
Net Interest Income
102,861
101,326
103,343
Provision for Credit Losses
(1,553)
9,645
2,027
Noninterest Income
107,545
111,165
53,053
Noninterest Expense
(1)
162,508
149,962
113,609
Income Attributable to Noncontrolling Interests
(2)
(6,220)
(11,078)
-
Net Income Attributable to CCBG
33,396
31,576
30,807
Per Common Share:
Basic Net Income
$
1.98
$
1.88
$
1.84
Diluted Net Income
1.98
1.88
1.83
Cash Dividends Declared
0.62
0.57
0.48
Diluted Book Value
22.63
19.05
19.40
Diluted Tangible Book Value
(3)
17.12
13.76
14.37
Performance Ratios:
Return on Average Assets
0.84
%
0.93
%
1.03
%
Return on Average Equity
9.92
9.36
9.72
Net Interest Margin (FTE)
2.83
3.30
3.85
Noninterest Income as % of Operating Revenues
51.11
52.32
33.92
Efficiency Ratio
77.11
70.43
72.40
Asset Quality:
Allowance for Credit Losses ("ACL")
$
21,606
$
23,816
$
13,905
ACL to Loans Held for Investment ("HFI")
1.12
%
1.19
%
0.75
%
Nonperforming Assets ("NPAs")
4,339
6,679
5,425
NPAs to Total
Assets
0.10
0.18
0.18
NPAs to Loans HFI plus OREO
0.22
0.33
0.29
ACL to Non-Performing Loans
499.93
405.66
310.99
Net Charge-Offs to Average Loans HFI
(0.03)
0.12
0.13
Capital Ratios:
Tier 1 Capital
16.14
%
16.19
%
17.16
%
Total Capital
17.15
17.30
17.90
Common Equity Tier 1 Capital
13.86
13.71
14.47
Tangible Common Equity
(3)
6.95
6.25
8.06
Leverage
8.95
9.33
11.25
Equity to Assets
8.99
8.45
10.59
Dividend Pay-Out
31.31
30.32
26.23
Averages for the Year:
Loans Held for Investment
$
2,000,563
$
1,957,576
$
1,811,738
Earning Assets
3,652,486
3,083,675
2,697,098
Total Assets
3,984,064
3,391,071
2,987,056
Deposits
3,406,886
2,844,347
2,537,489
Shareowners’ Equity
336,821
337,313
317,072
Year
-End Balances:
Loans Held for Investment
$
1,931,465
$
2,006,426
$
1,835,929
Earning Assets
3,949,111
3,475,904
2,806,913
Total Assets
4,263,849
3,798,071
3,088,953
Deposits
3,712,862
3,217,560
2,645,454
Shareowners’ Equity
383,166
320,837
327,016
Other Data:
Basic Average Shares Outstanding
16,862,932
16,784,711
16,769,507
Diluted Average Shares Outstanding
16,892,947
16,821,950
16,827,413
Shareowners of Record
(4)
1,157
1,201
1,243
Banking Locations
(4)
57
57
57
Full-Time Equivalent Associates
(4)(5)
954
954
796
(1)
For 2021, includes pension settlement charge of $3.1 million
(2)
Acquired 51% membership interest in Brand Mortgage Group, LLC, re-named as Capital City Home Loans,
on March 1, 2020 - fully consolidated
(3)
Diluted tangible book value and tangible common equity
ratio are non-GAAP financial measures. For additional information, including a reconciliation
to GAAP, refer
to page 34
(4)
As of February 25th of the following year.
(5)
Reflects 748 full-time equivalent associates at Core CCBG and
198 full-time equivalent associates at CCHL.
34
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 generally accepted accounting
principles (“GAAP”) to non-GAAP reconciliation for selected year-to-date
financial data is provided below.
Non-GAAP Reconciliation - Selected Financial Data
(Dollars in Thousands, except per share data)
2021
2020
2019
Shareowners' Equity (GAAP)
$
383,166
$
320,837
$
327,016
Less: Goodwill and Other Intangibles (GAAP)
93,253
89,095
84,811
Tangible Shareowners' Equity (non-GAAP)
A
289,913
231,742
242,205
Total Assets (GAAP)
4,263,849
3,798,071
3,088,953
Less: Goodwill and Other Intangibles (GAAP)
93,253
89,095
84,811
Tangible Assets (non-GAAP)
B
$
4,170,596
$
3,708,976
$
3,004,142
Tangible Common Equity Ratio (non-GAAP)
A/B
6.95%
6.25%
8.06%
Actual Diluted Shares Outstanding (GAAP)
C
16,935,389
16,844,997
16,855,161
Tangible Book Value
per Diluted Share (non-GAAP)
A/C
17.12
13.76
14.37
35
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,” 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
2021 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 provide
a full range of banking services, including traditional deposit and credit
services, mortgage banking, asset management, trust, merchant services,
bankcards, securities brokerage services and financial
advisory services, including the sale of life insurance, risk management
and asset protection services. The Bank has 57 banking
offices and 86 ATMs/ITMs
in Florida, Georgia and Alabama.
Through Capital City Home Loans, LLC, a Georgia limited
liability company (“CCHL”), we have 26 additional offices
in the Southeast for our mortgage banking business.
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
credit losses,
operating expenses such as salaries and employee benefits, occupancy
and other operating expenses including income taxes, and
noninterest income such as mortgage banking revenues, wealth management
fees, deposit fees, and bank card fees.
Strategic Review
Operating Philosophy
.
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.
36
Strategic Initiatives
.
In 2020, we celebrated
our 125
th
anniversary and reflected on our past history and what has fostered our
longevity – client relationships, community service, and our people have
allowed us to evolve, change, and thrive over time.
In
2021, we initiated a new five year strategic plan “2025 In Focus” that will guide
us in the areas of client experience, channel
optimization, market expansion, and culture.
As part of 2025 In Focus, we aim to take our brand of relationship banking to the
next level, further deepen relationships within our communities, expand
into new higher growth markets, diversify our revenue
sources, invest in new technology that will support the expansion of
client relationships and scale within our lines of business and
drive higher profitability.
Markets
.
We maintain a blend
of large and small markets in Florida and Georgia
all in close proximity to major interstate
thoroughfares such as Interstates I-10 and I-75.
Our larger markets include Tallahassee
(Leon County, Florida), Gainesville
(Alachua County, Florida),
Macon (Bibb County,
Georgia),
and Suncoast (Hernando/Pasco/Citrus, Florida).
The larger
employers in these markets are state and local governments, healthcare
providers, educational institutions, and small businesses,
providing stability and good growth dynamics that have historically grown
in excess of the national average.
We serve an
additional fifteen smaller, less competitive,
rural markets located on the outskirts of and centered between our larger
markets
where we are positioned as a market leader.
In 12 of 18 markets in Florida and two of four Georgia markets, we frequently
rank
within the top four banks in terms of deposit market share.
Furthermore, in the counties in which we operate, we maintain an
8.3% deposit market share in the Florida counties and 2.4% in the Georgia
counties.
Our markets provide for a strong core
deposit funding base, a key differentiator and driver of our profitability
and franchise value.
Recent Acquisition/Expansion Activity
.
In 2020, we began our expansion into the western panhandle area of Florida by
opening a
full-service banking office in Bay County,
Florida and a loan production office in Walton
County with plans to open a full-service
banking office in Walton
County in late 2022.
In 2021, we began our expansion plans into the Northern Arc of Atlanta (Gwinne
tt
and Cobb counties) with plans for opening a full-service office
in Gwinnett in late 2022.
Further, we will expand our presence
and commitment to our Gainesville market, opening a third full-service
banking office in early 2023.
Significant progress was
made in 2021 in hiring leadership and banking teams in the Northern Arc and
Walton markets.
On March 1, 2020, CCB completed its acquisition of a 51% membership
interest in Brand Mortgage Group, LLC (“Brand”)
which is now operated as a Capital City Home Loans (“CCHL”) – Refer to
Note 1 – Significant Accounting Policies/Business
Combination for additional information on this transaction.
On April 30, 2021, a newly formed subsidiary of CCBG, Capital City Strategic Wealth,
LLC (“CCSW”) acquired substantially all
of the assets of Strategic Wealth
Group, LLC and certain related businesses (“SWG”) – Refer to Note 1 –
Significant Accounting
Policies/Business Combination for additional information
on this transaction.
EXECUTIVE OVERVIEW
For 2021, net income attributable to common shareowners totaled $33.4
million, or $1.98 per diluted share, compared to net
income of $31.6 million, or $1.88 per diluted share for 2020 and $30.8
million, or $1.83 per diluted share, for 2019.
The increase in net income attributable to common shareowners for 2021
was attributable to a decrease in the provision for credit
losses of $11.2 million, higher net interest income
of $1.5 million and lower income taxes of $0.4 million, partially offset
by
higher noninterest expense of $12.5 million and lower noninterest income
of $3.6 million.
Net income attributable to common
shareowners included a $4.9 million decrease in the deduction
to record the 49% non-controlling interest in the earnings of CCHL.
The increase in net income attributable to common shareowners for 2020
reflected higher noninterest income of $58.1 million,
partially offset by higher noninterest expense of $36.4
million, a $7.6 million increase in the provision for credit losses, lower net
interest income of $2.0 million, and higher income taxes of $0.2
million.
Net income attributable to common shareowners
included an $11.1 million deduction
to record the 49% non-controlling interest in the earnings of CCHL which was fully
consolidated in CCBG’s financial
statements on March 1, 2020.
Below are
Summary Highlights
that impacted our performance for 2021:
●
2021 net income attributable to common shareowners
totaled $33.4 million, a record
year
●
Operating revenues (excluding mortgage
revenues and SBA PPP loan income) improved
1.4%
●
CCHL contributed $0.23 per share versus $0.52
per share in 2020
●
Average loans, excluding PPP loans,
grew $76 million and average investment securities increased
$203 million
●
Negative credit loss provision
of $1.6 million
●
Noninterest expense included pension
settlement charges totaling $3.1 million or $0.15 per share
●
Average Deposits grew
$563 million, or 19.8%, reflective of government
stimulus related inflows
●
Capital growth of $62.3 million ($3.69 per share),
or 19.4%, reflective of strong earnings
and a favorable adjustment of
$34.1 million related to our year-end
pension plan re-measurement
For more detailed information, refer to the following additional sections of the
MD&A “Results of Operations” and “Financial
Condition”.
37
RESULTS
OF OPERATIONS
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)
2021
2020
2019
Interest Income
$
106,351
$
106,197
$
112,836
Taxable Equivalent
Adjustments
349
430
526
Total Interest Income
(FTE)
106,700
106,627
113,362
Interest Expense
3,490
4,871
9,493
Net Interest Income (FTE)
103,210
101,756
103,869
Provision for Credit Losses
(1,553)
9,645
2,027
Taxable Equivalent
Adjustments
349
430
526
Net Interest Income After Provision for Credit Losses
104,414
91,681
101,316
Noninterest Income
107,545
111,165
53,053
Noninterest Expense
162,508
149,962
113,609
Income Before Income Taxes
49,451
52,884
40,760
Income Tax Expense
9,835
10,230
9,953
Income Attributable to Noncontrolling Interests
(6,220)
(11,078)
-
Net Income Attributable to Common Shareowners
$
33,396
$
31,576
$
30,807
Basic Net Income Per Share
$
1.98
$
1.88
$
1.84
Diluted Net Income Per Share
$
1.98
$
1.88
$
1.83
Net Interest Income
Net interest income represents our single largest source of earnings
and is equal to interest income and fees generated by earning
assets, less interest expense paid on interest bearing liabilities.
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.
For 2021, our taxable equivalent net interest income increased $1.5
million, or 1.4%. This follows a decrease of $2.1 million, or
2.0% in 2020.
The increase in 2021 was primarily
due to higher small business (“SBA PPP”) loan income combined
with a lower
cost of funds, partially offset by lower income from the investment
portfolio due to lower reinvestment rates. The decrease in
2020 was driven primarily by lower rates for most of the year,
which negatively impacted our variable and adjustable rate earning
assets.
Partially offsetting this decline was a lower cost of funds.
For 2021, taxable equivalent interest income increased $0.1 million,
or 0.1%, over 2020.
For 2020, taxable equivalent interest
income decreased $6.7 million, or 5.9%, from 2019.
The increase in 2021
was primarily due to fee income on SBA PPP loans
partially offset by lower rates on earning assets. The decline
in 2020 was primarily due to lower rates on earning assets.
For 2021, interest expense decreased $1.4 million, or 28.4%, from 2020.
For 2020, interest expense decreased $4.6 million, or
48.7%, from 2019.
The decline in both years was primarily due to lower rates on our negotiated rate
deposits which are tied to an
adjustable rate index.
Our cost of funds decreased six basis points to 10 basis points in 2021 and decreased
19 basis points to 16
basis points in 2020.
The decrease in both years was primarily due to lower interest rates paid on our negotiated
rate products.
Our interest rate spread (defined as the taxable-equivalent yield
on average earning assets less the average rate paid on interest
bearing liabilities) decreased 43 basis points in 2021 and decreased 43
basis points in 2020.
Our net interest margin (defined as
taxable-equivalent interest income less interest expense divided by average
earning assets) of 2.83% in 2021 was a 47 basis point
decrease from 2020.
The net interest margin of 3.30% in 2020 was a 55 basis point decrease from
2019.
The decline in the
interest rate spread and net interest margin in both years was primarily
due to lower yielding earning assets due to lower rates, in
addition to strong growth in lower yielding overnight funds.
38
The Federal Open Market Committee (FOMC) did not change the federal funds
target rate range of 0.00% - 0.25% during 2021.
As 2021 progressed, the market began to anticipate more aggressive rate increases
for 2022 than initially expected, ending 2021
with estimates of three rate increases of 25 basis points each by the end of 2022.
As we continue to closely monitor and manage
our net interest margin,
we review and implement various loan strategies that align with our overall
risk appetite to enhance our
performance on an ongoing basis.
We continue
to maintain relatively short duration portfolios on both sides of the
Statement of
Financial Condition and believe we are well positioned to respond to changing
market conditions.
Table 2
AVERAGE
BALANCES AND INTEREST RATES
2021
2020
2019
(Taxable Equivalent Basis - Dollars
in Thousands)
Average
Balance
Interest
Average
Rate
Average
Balance
Interest
Average
Rate
Average
Balance
Interest
Average
Rate
ASSETS
Loans Held for Sale
(1)(2)
$
78,328
$
2,555
3.24
%
$
81,125
$
2,895
3.57
%
$
10,349
$
471
4.55
%
Loans Held for Investment
(1)(2)
2,000,563
94,332
4.76
1,957,576
92,261
4.71
1,811,738
94,191
5.20
Taxable Investment Securities
778,953
8,724
1.12
574,199
10,176
1.77
612,541
13,123
2.14
Tax-Exempt Investment Securities
(2)
3,772
91
2.39
5,123
124
2.42
24,471
390
1.60
Fed Funds Sold & Int Bearing Dep
790,870
998
0.13
465,652
1,171
0.25
237,999
5,187
2.18
Total Earning Assets
3,652,486
106,700
2.92
%
3,083,675
106,627
3.46
%
2,697,098
113,362
4.20
%
Cash & Due From Banks
72,409
68,386
52,453
Allowance for Credit Losses
(22,960)
(20,690)
(14,622)
Other Assets
282,129
259,700
252,127
TOTAL ASSETS
$
3,984,064
$
3,391,071
$
2,987,056
LIABILITIES
NOW Accounts
$
965,320
$
294
0.03
%
$
826,280
$
930
0.11
%
$
805,134
$
5,502
0.68
%
Money Market Accounts
278,606
134
0.05
235,931
223
0.09
235,845
946
0.40
Savings Accounts
537,023
263
0.05
423,529
207
0.05
370,430
182
0.05
Time Deposits
102,220
148
0.14
104,393
188
0.18
113,499
210
0.19
Total Interest Bearing Deposits
1,883,169
839
0.04
%
1,590,133
1,548
0.10
%
1,524,908
6,840
0.45
%
Short-Term Borrowings
53,511
1,360
2.54
69,119
1,690
2.44
9,275
109
1.19
Subordinated Notes Payable
52,887
1,228
2.29
52,887
1,472
2.74
52,887
2,287
4.26
Other Long-Term Borrowings
1,887
63
3.33
5,304
161
3.03
7,393
257
3.48
Total Interest Bearing Liabilities
1,991,454
3,490
0.18
%
1,717,443
4,871
0.28
%
1,594,463
9,493
0.60
%
Noninterest Bearing Deposits
1,523,717
1,254,214
1,012,581
Other Liabilities
111,567
72,400
62,940
TOTAL LIABILITIES
3,626,738
3,044,057
2,669,984
Temporary Equity
20,505
9,701
-
TOTAL SHAREOWNERS’
EQUITY
336,821
337,313
317,072
TOTAL LIABILITIES,
TEMPORARY EQUITY AND
SHAREOWNERS' EQUITY
$
3,984,064
$
3,391,071
$
2,987,056
Interest Rate Spread
2.75
%
3.18
%
3.61
%
Net Interest Income
$
103,210
$
101,756
$
103,869
Net Interest Margin
(3)
2.83
%
3.30
%
3.85
%
(1)
Average balances include net loan fees, discounts and premiums, and nonaccrual loans.
Interest income includes loan fees of $6.6 million for 2021,
$2.6 million for 2020, and $0.9 million for 2019.
SBA PPP loans averaged $92.4 million in 2021 and $125.4
million in 2020.
(2)
Interest income includes the effects of taxable equivalent adjustments using
a 21% tax rate.
(3)
Taxable equivalent net interest income divided by average earning assets.
39
Table 3
RATE/VOLUME
ANALYSIS
(1)
2021 vs. 2020
2020 vs. 2019
(Taxable Equivalent Basis -
Dollars in Thousands)
Increase (Decrease) Due to Change In
Increase (Decrease) Due to Change In
Total
Calendar
(3)
Volume
Rate
Total
Calendar
(3)
Volume
Rate
Earnings Assets:
Loans Held for Sale
(2)
$
(340)
$
(8)
$
(100)
$
(232)
$
2,452
$
1
$
3,222
$
(771)
Loans Held for Investment
(2)
2,071
(252)
2,092
231
(1,958)
258
7,773
(9,989)
Taxable Investment Securities
(1,451)
(28)
3,657
(5,080)
(2,947)
36
(857)
(2,126)
Tax-Exempt Investment Securities
(2)
(34)
-
(33)
(1)
(266)
1
(309)
42
Funds Sold
(173)
(3)
821
(991)
(4,016)
14
4,948
(8,978)
Total
$
73
$
(291)
$
6,437
$
(6,073)
(6,735)
$
310
$
14,777
$
(21,822)
Interest Bearing Liabilities:
NOW Accounts
$
(636)
$
(3)
$
159
$
(792)
(4,572)
$
15
$
130
$
(4,717)
Money Market Accounts
(89)
(1)
44
(132)
(723)
3
-
(726)
Savings Accounts
56
-
56
-
25
1
24
-
Time Deposits
(40)
(1)
(3)
(36)
(22)
1
(18)
(5)
Short-Term Borrowings
(330)
(4)
(383)
57
1,581
1
716
864
Subordinated Notes Payable
(244)
(4)
-
(240)
(815)
6
-
(821)
Other Long-Term Borrowings
(98)
-
(104)
6
(96)
1
(73)
(24)
Total
$
(1,381)
$
(13)
$
(231)
$
(1,137)
(4,622)
$
28
$
779
$
(5,429)
Changes in Net Interest Income
$
1,454
$
(278)
$
6,668
$
(4,936)
$
(2,113)
$
282
$
13,998
$
(16,393)
(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. SBA PPP loan income totaled $7.9 million in 2021 and
$3.2 million in 2020.
(2)
Interest income includes the effects of taxable equivalent adjustments using a 21% tax rate to adjust on tax-exempt loans and securities
and securities to a taxable equivalent basis.
(3)
Reflects one extra calendar day in 2020.
Provision for Credit Losses
For 2021, we recorded a provision benefit of $1.6 million ($2.8 million benefit
for loans HFI and $1.2 million expense for
unfunded loan commitments)
compared to provision expense of $9.6 million for 2020 ($9.0 million expense
for loans HFI and
$0.6 million expense for unfunded loan commitments), and $2.0
million for 2019.
Prior to 2020, the provision for unfunded loan
commitments was recorded in other expense.
We discuss the various
factors that have impacted our provision expense in more
detail under the heading Allowance for Credit Losses.
Noninterest Income
For 2021, noninterest income totaled $107.5 million, a $3.6 million
decrease from 2020 primarily attributable to lower mortgage
banking revenues of $10.9 million, partially offset by
strong gains in wealth management fees of $2.7 million, bank card fees of
$2.2 million, and deposit fees of $1.1 million.
The decline in mortgage banking revenues was driven generally by lower
refinancing activity,
a shift in production mix (lower government versus conventional product), and
lower market driven gain on
sale margins.
The increase in deposit fees reflected the conversion, in the third quarter of
2021, of the remaining free checking
accounts to a monthly maintenance fee account type.
The increase in wealth management fees was primarily attributable to
higher retail brokerage transaction volume and advisory accounts added
from the acquisition of Capital City Strategic Wealth
on
April 30, 2021.
To a lesser extent, higher trust fees contributed
to the increase in wealth management fees driven by higher assets
under management.
The increase in bank card fees generally reflected an increase in card-not-present debit
card transactions and
increased consumer spending.
40
For 2020, noninterest income totaled $111.2
million, a $58.1 million increase over 2019 primarily attributable to higher mortgage
banking revenues of $58.0 million added through the strategic alliance with CCHL.
Deposit fees declined $1.7 million primarily
due to the impact of government stimulus in the second quarter related
to the COVID-19 pandemic,
but improved for the second
half of the year due to higher utilization of our overdraft product.
Strong debit card fee growth of $1.0 million and a $0.6 million
increase in wealth management fees significantly offset the aforementioned
decline in deposit fees.
Noninterest income as a percent of total operating revenues (net interest income plus
noninterest income) was 51.11%
in 2021,
52.32% in 2020, and 33.92% in 2019.
The addition of CCHL mortgage banking revenues was the primary factor
driving the
improvement in this metric in 2020.
In 2021, lower mortgage banking revenues drove the decrease in the percentage
.
The table
below reflects the major components of noninterest income.
Table 4
NONINTEREST INCOME
(Dollars in Thousands)
2021
2020
2019
Deposit Fees
$
18,882
$
$
17,800
$
19,472
Bank Card Fees
15,274
13,044
11,994
Wealth Management
Fees
13,693
11,035
10,480
Mortgage Banking Revenues
52,425
63,344
5,321
Other
7,271
5,942
5,786
Total Noninterest
Income
$
107,545
$
$
111,165
$
53,053
Significant components of noninterest income are discussed in more
detail below.
Deposit Fees
.
For 2021, deposit fees (service charge fees, insufficient
fund/overdraft fees (“NSF/OD”), and business account
analysis fees) totaled $18.9 million compared to $17.8 million in 2020
and $19.5 million in 2019.
The $1.1 million, or 6.1%,
increase in 2021 reflected the conversion, in the third quarter of 2021, of the remaining
free checking accounts to a monthly
maintenance fee account type.
The $1.7 million, or 8.6%, decrease in 2020 was attributable to lower NSF/OD fees and
reflected
the impact of significant government stimulus in the second quarter
related to the COVID-19 pandemic.
For the second quarter of
2020, fees were down $1.3 million compared to the first quarter of 2020
and reflected lower utilization of our overdraft product as
consumer and business demand for this service was reduced by the impact
of the significant cash stimulus provided by the
economic impact payments (EIP) and SBA PPP loans.
The decline in fees realized in the second quarter reversed in the third and
fourth quarters of 2020 as employment conditions and economic activity
began to recover resulting in higher utilization of our
overdraft product.
Bank Card Fees
.
Bank card fees totaled $15.3 million in 2021 compared to $13.0 million in 2020
and $12.0 million in 2019.
Bank card fees reflected strong growth in 2021 and 2020 and generally
reflected an increase in card-not-present debit card
transactions and increased on-line spending by our clients.
An account acquisition initiative that began in early 2019 and various
debit and credit card promotions have also contributed to the increases.
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 $13.7 million in 2021 compared to
$11.0 million in 2020 and $10.5 million in 201
9.
The increase in fees for 2021 reflected higher retail brokerage fees of $1.8
million and trust fees of $0.8 million.
Higher retail brokerage transaction volume and advisory accounts added from
the
acquisition of Capital City Strategic Wealth
on April 30, 2021 drove the increase in retail brokerage fees.
The increase in trust
fees was primarily attributable to an increase in assets under management.
The increase in fees for 2020 was attributable to a $0.3
million increase in retail brokerage fees and a $0.2 million increase in trust fees.
Higher transactions volumes and the addition of
new investment advisors drove the increase in retail brokerage fees in 2020.
Growth in assets under management contributed to
the growth in trust fees in 2020.
At December 31, 2021, total assets under management were approximately
$2.324 billion
compared to $1.979 billion at December 31, 2020 and $1.774 billion
at December 31, 2019.
Mortgage Banking Revenues
.
Mortgage banking revenues totaled $52.4 million in 2021 compared
to $63.3 million in 2020 and
$5.3 million in 2019.
The decrease in 2021 was driven generally by lower refinancing volume,
a shift in production mix (lower
government versus conventional product), and lower market driven gain
on sale margins.
The increase in 2020 reflected revenues
added from the strategic alliance with CCHL and the favorable impact
that the lower residential mortgage rate environment had
on home purchase,
construction, and refinancing activity in our combined markets.
We provide a detailed
overview of our
mortgage banking operation,
including a detailed break-down of mortgage banking revenues, mortgage
servicing activity, and
warehouse
funding within Note 4 - Mortgage Banking Activities in the Notes to Consolidated Financial
Statements.
Production
volume totaled $1.52 billion in 2021 and $1.56 billion in 2020.
Refinancing activity represented 30% of loan production in 2021
and 40% in 2020.
CCHL contributed approximately $3.9 million to CCBG consolidated earnings
in 2021 and $8.7 million in
2020.
41
Other
.
Other noninterest income totaled $7.3 million in 2021 compared to $5.9 million
in 2020 and $5.8 million in 2019.
The
$1.4 million increase in 2021 was primarily attributable to higher servicing
fees of $1.0 million at CCHL reflecting a higher
volume of servicing retained loan sales in 2021.
The $0.1 million favorable variance in 2020 reflected higher loan servicing fees
added by CCHL substantially offset by lower loan related
activity based fees.
Noninterest Expense
For 2021, noninterest expense totaled $162.5 million compared to
$150.0 million for 2020.
The $12.5 million increase was
attributable to the addition of expenses at CCHL (March 1, 2020
acquisition) of $2.3 million and higher expenses at the core bank
totaling $10.2 million.
The increase in expenses at the core bank were primarily due to higher compensation
expense of $3.7
million (merit raises, pension/service cost expense, and realized loan
cost), pension settlement expense of $3.1 million, and an
increase in other expense of $5.0 million, partially offset
by lower other real estate (“ORE”) expense of $1.6 million.
The
increase in other expense was primarily attributable to higher expense
of $2.1 million for the non-service cost component of our
pension plan attributable to the utilization of a lower discount rate for plan
liabilities.
Higher processing fees of $0.7 million
(debit card volume), professional fees of $0.6 million, occupancy expense
of $0.5 million, and FDIC insurance of $0.5 million
(higher asset size) also contributed to the increase in other expense.
For 2020, noninterest expense totaled $150.0 million, an increase of $36.4
million over 2019 primarily attributable to the addition
of expenses at CCHL, including compensation expense of $32.4 million,
occupancy expense of $2.8 million, and other expense of
$4.8 million.
Core CCBG noninterest expense decreased $3.6 million and reflected lower compensation
expense of $2.5 million,
ORE expense of $0.4 million, and other expense of $2.2 million, partially
offset by higher occupancy expense of $1.5 million.
The decrease in compensation expense was primarily attributable to lower
commission expense of $2.2 million related to the
transfer of our legacy mortgage production division to CCHL and,
to a lesser extent, higher realized loan cost of $0.4 million
related to the aforementioned increase in SBA PPP loan originations.
A $1.0 million gain from the sale of a banking office in the
first quarter of 2020 drove the reduction in ORE expense.
The decline in other expense was primarily attributable to lower
service cost expense for our pension plan.
Higher expense for furniture, fixtures and equipment (“FF&E”)
depreciation and
maintenance agreements (related to technology investment
and upgrades), higher than normal premises maintenance, and
pandemic related cleaning/supply costs drove the increas
e
in occupancy.
Our operating efficiency ratio (expressed as noninterest
expense as a percent of taxable equivalent net interest income plus
noninterest income) was 77.11%, 70.43%
and 72.40% in 2021, 2020 and 2019, respectively.
The increase in this metric for 2021
reflected higher noninterest expense, largely
the aforementioned higher level of pension plan expenses.
The improvement in this
metric in 2020 was primarily attributable to higher noninterest income driven
by our strategic alliance with CCHL.
Expense management is an important part of our culture and strategic focus.
We will continue
to review and evaluate
opportunities to optimize our delivery operations and invest in
technology that provides
favorable returns/scale and/or mitigates
risk.
The table below reflects the major components of noninterest expense.
42
Table 5
NONINTEREST EXPENSE
(Dollars in Thousands)
2021
2020
2019
Salaries
$
85,211
$
80,846
$
50,688
Associate Benefits
16,259
15,434
15,664
Total Compensation
101,470
96,280
66,352
Premises
10,879
10,512
8,734
Equipment
13,053
12,147
9,702
Total Occupancy,
net
23,932
22,659
18,436
Legal Fees
1,411
1,570
1,722
Professional Fees
5,633
4,863
4,345
Processing Services
6,569
5,832
5,779
Advertising
2,683
2,998
2,056
Travel and Entertainment
1,063
855
1,045
Telephone
2,975
2,869
2,645
Insurance – Other
2,096
1,607
1,007
Pension Settlement
3,072
-
-
Other Real Estate, Net
(1,488)
104
546
Miscellaneous
13,092
10,325
9,676
Total Other Expense
37,106
31,023
28,821
Total Noninterest
Expense
$
162,508
$
149,962
$
113,609
Significant components of noninterest expense are discussed in more detail
below.
Compensation
.
Compensation expense totaled $101.5 million in 2021, $96.3 million in 2020,
and $66.4 million in 2019.
For
2021, the $5.2 million, or 5.4%, increase was attributable to higher
salary expense of $4.4 million and associate benefit expense
of $0.8 million.
Higher salary expense of $3.1 million and associate benefit expense of $0.6 million
at the core bank drove a
majority of the increase with the addition of CCHL compensation expense for
a full 12 month period in 2021 versus 10 months in
2020 driving the remaining portion of the variance.
The higher level of salary expense at the core bank reflected higher base
salaries of $1.8 million, primarily merit raises, and lower realized loan
cost of $0.8 million (credit offset to salary expense).
The
increase in associate benefit expense was attributable to higher pension plan
service cost of $1.1 million partially offset by lower
associate insurance expense of $0.4 million.
For 2020, the $29.9 million, or 45.1%, increase in compensation expense reflected
the addition of $32.4 million in compensation
expense from CCHL.
Core bank compensation expense declined by $2.5 million, primarily attributable
to lower commission
expense of $2.2 million (transfer of residential mortgage operations to
CCHL), higher realized loan cost of $0.4 million and lower
associate benefit expense of $0.9 million (primarily stock compensation
and to a lesser extent associate insurance), partially offset
by higher cash incentives of $0.2 million, base salaries of $0.3 million,
and contractual employment of $0.3 million (tax advisory
services for CCHL transaction).
Occupancy
.
Occupancy expense (including premises and equipment) totaled $23.9 million for
2021, $22.7 million for 2020, and
$18.4 million for 2019.
For 2021, the $1.2 million, or 5.3%, increase was attributable to higher occupancy
expense at the core
bank of $0.5 million with the remainder of the variance reflective of CCHL occupancy
expense for a full 12 month period versus
10 months in 2020.
The increase at the core bank was attributable to higher FF&E depreciation and software license expense
and
reflected additional ATM
/ITM investments and other systems infrastructure investments for business line
support and risk
management.
For 2020, the $4.3 million, or 23.4%, increase reflected the addition
of $2.8 million in occupancy expense from CCHL.
Core
bank occupancy expense increased $1.5 million primarily due to
higher FF&E depreciation and maintenance agreement expense
(related to technology investment and upgrades), maintenance for
premises, and pandemic related cleaning/supply costs.
Pandemic related costs reflected in occupancy expense for 2020 at the core bank
totaled approximately $0.3 million and will
phase out over a period of time as the pandemic subsides.
43
Other
.
Other noninterest expense totaled $37.1 million in 2021, $31.0 million
in 2020, and $28.8 million in 2019.
For 2021, the
$6.1 million, or 19.7%, increase was driven by higher other expenses at the core
bank of $5.9 million, primarily higher
miscellaneous expense of $2.1 million for the non-service cost component
of our pension plan attributable to the utilization of a
lower discount rate for plan liabilities.
Additionally, we incurred
a $3.1 million pension settlement charge in 2021 related to a
high level of lump sum payments to 2021 retirees.
We could realize additional
pension settlement expense in 2022 should we
experience a higher than normal level of retirements.
Higher processing fees of $0.7 million (debit card volume),
professional
fees of $0.6 million (temporary staffing support),
and FDIC insurance premiums of $0.5 million (larger asset size),
partially offset
by lower ORE expense of $1.6 million (gains from the sale of banking
offices) contributed to the increase.
For 2020, the $2.2 million, or 7.6%, increase in other expense reflected
the addition of $4.8 million in expenses from CCHL
partially offset by a $2.6 million decrease in other expenses at the core
bank.
Lower pension plan expense of $1.9 million (higher
unrealized gain amortization due to a lower discount rate for pension
liability), ORE expense of $0.4 million (primarily due to a
$1.0 million gain from the sale of a banking office),
and travel/entertainment expense of $0.4 million (partially due to lower travel
during pandemic) drove the decrease in other expenses at the core bank.
Income Taxes
For 2021, we realized income tax expense of $9.8 million (effective
rate of 20%) compared to $10.2 million (effective
rate of
19%) for 2020 and $9.9 million (effective rate of 24%)
for 2019.
The increase in our effective tax rate in 2021 was attributable to
a decrease in CCHL income.
The decrease in our effective tax rate in 2020 reflected
the impact of converting CCHL to a
partnership for tax purposes.
In addition, 2020 income taxes reflected net discrete tax expense items totaling $0.3
million.
Absent discrete items, we expect our annual effective tax rate
to approximate 19%-20% in 2022.
In September 2019, Florida enacted a corporate tax rate reduction from 5.5%
to 4.5% retroactive to January 1, 2019.
As a result,
our deferred tax accounts were re-measured resulting in a discrete tax expense
of $0.4 million.
In September 2021, Florida
enacted a corporate tax rate reduction from 4.5% to 3.535% retroactive
to January 1, 2021 with an expiration date of December
31, 2021, therefore, there was no material impact to our deferred
tax accounts.
Our 2021, 2020, and 2019 state tax rate was
adjusted to reflect the one percentage point (2019 and 2020) and two percentage
point (2021) reductions each year.
Absent
legislative action, the Florida tax rate will revert to 5.5% effective January
1, 2022.
FINANCIAL CONDITION
Average assets totaled
approximately $3.984 billion for 2021, an increase of $593.0
million, or 17.5%, over 2020.
Average
earning assets were approximately $3.652 billion for 2021, an increase
of $568.8 million, or 18.4%, over 2020.
Compared to
2020, average overnight funds increased $325.2 million, while investment
securities increased $203.4 million and average loans
held for investment were higher by $43.0 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
6 highlights the changing mix of our interest earning assets over the last three years.
Loans
In 2021, average loans HFI increased $43.0 million, or 2.2%, compared to
an increase of $145.8 million, or 8.1%, in 2020.
Compared to 2020, we realized average growth in all categories except
institutional loans, commercial loans, and home equity
loans.
For 2021, SBA PPP loans averaged $92.5 million, a decrease of $32.9 million
from 2020. At December 31, 2021, SBA
PPP loans totaled $0.1 million.
In 2021, average loans held for sale (“HFS”) decreased $2.8 million from
2020 due to lower volume of loans sold from CCHL.
Loans HFI and HFS as a percentage of average earning assets decreased to
56.9% in 2021 compared to 66.1% in 2020 and 67.6%
in 2019, primarily attributable to higher levels of overnight funds due to growth
in deposits.
We continue
to make minor modifications on some of our lending programs to 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 will periodically
purchase newly originated 1-4 family real estate secured adjustable rate loans
from CCHL. The strategic
alliance with CCHL provides us a larger pool of loan purchase opportunities,
including participation loans for construction/perm
product.
44
Table 6
SOURCES OF EARNING ASSET GROWTH
2020 to
Percentage
Components of
2021
Total
Average
Earning Assets
(Average Balances – Dollars In Thousands)
Change
Change
2021
2020
2019
Loans:
Loans HFS
$
(2,797)
(0.5)
%
2.1
%
2.6
%
0.4
%
Loans HFI:
Commercial, Financial, and Agricultural
(49,055)
(8.6)
8.5
11.7
9.4
Real Estate – Construction
31,707
5.6
4.3
4.0
3.7
Real Estate – Commercial Mortgage
28,945
5.1
18.6
21.1
22.7
Real Estate – Residential
11,975
2.1
10.0
11.5
13.2
Real Estate – Home Equity
(2,368)
(0.4)
5.3
6.4
7.5
Consumer
21,783
3.7
8.0
8.8
10.7
Total Loans HFS and
HFI
$
40,190
7.0
%
56.8
%
66.1
%
67.6
%
Investment Securities:
Taxable
$
204,754
36.0
%
21.3
%
18.6
%
22.7
%
Tax-Exempt
(1,351)
(0.2)
0.1
0.2
0.9
Total Securities
$
203,403
35.8
%
21.4
%
18.8
%
23.6
%
Funds Sold
325,218
57.2
21.8
15.1
8.8
Total Earning Assets
$
568,811
100
%
100
%
100
%
100
%
Our average total loans (HFS and HFI)-to-deposit ratio was 61.0%
in 2021, 71.7% in 2020, and 71.8% in 2019.
The composition of our HFI loan portfolio at December 31
st
for each of the past three years is shown in Table
7.
Table 8 arrays
our HFI loan portfolio at December 31, 2021, by maturity period.
As a percentage of the HFI loan portfolio, loans with fixed
interest rates represented 39.3% at December 31, 2021 compared to 42.4% at December
31, 2020.
This decline occurred in our
fixed rate loans, primarily due to the payoff of PPP loans, which are
short-term in nature.
Table 7
LOANS HFI BY CATEGORY
(Dollars in Thousands)
2021
2020
2019
Commercial, Financial and Agricultural
$
223,086
$
393,930
$
255,365
Real Estate – Construction
174,394
135,831
115,018
Real Estate – Commercial Mortgage
663,550
648,393
625,556
Real Estate – Residential
360,021
352,543
361,450
Real Estate – Home Equity
187,821
205,479
197,360
Consumer
322,593
270,250
281,180
Total Loans HFI , Net
of Unearned Income
$
1,931,465
$
2,006,426
$
1,835,929
45
Table 8
LOANS HFI MATURITIES
Maturity Periods
(Dollars in Thousands)
One Year
or Less
Over One
Through
Five Years
Five
Through
Fifteen
Years
Over
Fifteen
Years
Total
Commercial,
Financial and Agricultural
$
39,578
$
121,369
$
48,125
$
14,014
$
223,086
Real Estate – Construction
98,581
33,171
5,935
36,707
174,394
Real Estate – Commercial Mortgage
32,306
67,738
321,028
242,478
663,550
Real Estate – Residential
25,978
96,630
105,358
132,055
360,021
Real Estate – Home Equity
4,139
15,253
100,097
68,332
187,821
Consumer
(1)
5,760
136,128
180,591
114
322,593
Total
$
206,342
$
470,289
$
761,134
$
493,700
$
1,931,465
Total Loans
HFI with Fixed Rates
$
90,262
$
304,701
$
331,406
$
31,671
$
758,040
Total Loans HFI with
Floating or Adjustable Rates
116,080
165,588
429,728
462,029
1,173,425
Total
$
206,342
$
470,289
$
761,134
$
493,700
$
1,931,465
(1)
Demand loans and overdrafts are
reported in the category of one year or less.
Credit Quality
Table 9 provides
the components of nonperforming assets and various other credit quality and risk metrics
at December 31
st
for
the last three years.
Information regarding our accounting policies related to nonaccruals, past due
loans, and troubled debt
restructurings is provided in Note 3 – Loans Held for Investment and
Allowance for Credit Losses.
Overall credit quality continues to remain strong.
Nonperforming assets (nonaccrual loans and other real estate) totaled $4.3
million at December 31, 2021 compared to $6.7 million at December
31, 2020.
At December 31, 2021, nonperforming assets as a
percentage of total assets was stable at 0.10%.
Nonaccrual loans totaled $4.3 million at December 31, 2021, a $1.5 million
decrease from December 31, 2020.
Table 9
CREDIT QUALITY
(Dollars in Thousands)
2021
2020
2019
Nonaccruing Loans:
Commercial, Financial and Agricultural
$
90
$
161
$
446
Real Estate – Construction
-
179
-
Real Estate – Commercial Mortgage
604
1,412
1,434
Real Estate – Residential
2,097
3,130
1,392
Real Estate – Home Equity
1,319
695
797
Consumer
212
294
403
Total Nonaccruing
Loans (“NALs”)
(1)
4,322
5,871
4,472
Other Real Estate Owned
17
808
953
Total Nonperforming
Assets (“NPAs”)
$
4,339
$
6,679
$
5,425
Past Due Loans 30 – 89 Days
$
3,600
$
4,594
$
4,871
Performing Troubled Debt Restructurings
7,643
13,887
16,888
Classified Loans
$
17,912
$
17,631
$
20,847
Nonaccruing Loans/Loans
0.22
%
0.29
%
0.24
%
Nonperforming Assets/Total
Assets
0.10
0.18
0.18
Nonperforming Assets/Loans Plus OREO
0.22
0.33
0.29
Allowance/Nonaccruing Loans
499.93
%
405.66
%
310.99
%
(1)
Nonaccruing TDRs totaling $0.3 million, $0.5 million, and $0.7 million are
included in NALs at December 31, 2021,
December 31, 2020 and December 31, 2019, respectively.
46
Nonaccrual Loans
.
Nonaccrual loans totaled $4.3 million at December 31, 2021, a $1.5 million decrease
from December 31,
2020.
Gross additions to nonaccrual status during 2021 totaled $7.3 million
compared to $11.4 million in 2020.
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 2021 had been recognized on a fully accruing basis, we would
have recorded an additional $0.2 million of
interest income for the year ended December 31, 2021.
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 credit 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 $0.02 million at December 31, 2021 versus $0.8 million
at December 31, 2020.
During 2021, we added properties
totaling $1.7 million, sold properties totaling $2.8 million, and recorded
net favorable valuation adjustments totaling $0.3 million.
For 2020, we added properties totaling $2.3 million, sold properties totaling
$1.7 million, and recorded valuation adjustments
totaling $0.8
million.
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 in calendar years after
the year in which the restructuring took place.
Loans classified as TDRs at December 31, 2021 totaled $8.0 million compared
to $14.3 million at December 31, 2020.
Accruing
TDRs made up approximately $7.6 million of our TDR portfolio at December
31, 2021 of which $0.8 million was over 30 days
past due.
The weighted average rate for the loans within the accruing TDR portfolio was 5.54%.
During 2021, we modified three
loan contracts totaling approximately $0.6
million compared to three loan contracts totaling approximately $0.2 million during
2020.
Our TDR default rate (default balance as a percentage of average TDRs) in 2021 and
2020 was 4.1% and 2.9%,
respectively.
COVID Loan Extensions
.
To assist our clients during
the COVID-19 pandemic, beginning in March 2020, we began allowing
short term 60 to 90 day loan extensions for affected borrowers.
We have extended
loans totaling $333 million of which
approximately 75% were for commercial borrowers and 25% were for
consumer borrowers.
At December 31, 2020,
approximately $324 million, or 97% of the loan balances associated with these
borrowers resumed making regularly scheduled
payments.
In 2021, this extension program was discontinued,
and to date there have been a nominal level of defaults related to
this loan pool.
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, 2021 totaled $3.6 million compared to $4.6
million at December 31, 2020.
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, 2021, we had $1.5 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 $2.3
million at December 31, 2020.
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 HFI loan portfolio has historically been
secured with real estate, approximately 72% at December 31,
2021 and 67% at December 31, 2020.
This percentage increased in 2021
due to the lower balance in the commercial loan
category which reflected $178 million in SBA PPP loans at December 31,
2020.
The primary types of real estate collateral are
commercial properties and 1-4 family residential properties.
47
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 $87
million.
The following table summarizes our real estate loan category as segregated
by the type of property.
Property type concentrations
are stated as a percentage of December 31
st
total real estate loans.
Table 10
REAL ESTATE
LOANS BY PROPERTY TYPE
2021
2020
Investor
Real Estate
Owner
Occupied
Real Estate
Investor
Real Estate
Owner
Occupied
Real Estate
Vacant
Land, Construction, and Land Development
18.1
%
-
14.7
%
-
Improved Property
28.4
53.5
%
28.5
56.8
%
Total Real Estate Loans
46.5
%
53.5
%
43.2
%
56.8
%
A major portion of our real estate loan category is centered in the owner occupied
category which carries a lower risk of non-
collection than certain segments of the investor category.
Approximately 42% of the investor real estate category was secured by
residential real estate at December 31, 2021.
Allowance for Credit Losses
The allowance for credit losses is a valuation account that is deducted from
the loans’ amortized cost basis to present the net
amount expected to be collected on the loans.
The allowance for credit losses is adjusted by a credit loss provision which is
reported in earnings and reduced by the charge-off
of loan amounts, net of recoveries.
Loans are charged off against the
allowance when management believes the uncollectability of a loan
balance is confirmed.
Expected recoveries do not exceed the
aggregate
of amounts previously charged-off and expected
to be charged-off.
Expected credit loss inherent in non-cancellable
off-balance sheet credit exposures is provided through the credit
loss provision, but recorded as a separate liability included in
other liabilities.
Management estimates the allowance balance using relevant available
information, from internal and external sources, relating to
past events, current conditions, and reasonable and supportable forecasts.
Historical loan default and loss experience provides the
basis for the estimation of expected credit losses.
Adjustments to historical loss information incorporate management’s
view of
current conditions and forecasts.
Detailed information regarding the methodology for estimating
the amount reported in the allowance for credit losses is provided
in Note 1 – Significant Accounting Policies/Allowance for Credit Losses in
the Consolidated Financial Statements.
Note 3 – Loans Held for Investment and Allowance for Credit Losses in the
Consolidated Financial Statements provides the
activity in the allowance and the allocation by loan type for each of
the past three years.
For 2021, we realized net loan recoveries totaling $0.6 million,
or 0.03%, of average HFI loans, compared to net loan charge-offs
of $2.4 million, or 0.12%, for 2020, and $2.3 million, or 0.13%, for 201
9.
At December 31, 2021, the allowance represented
1.12% of HFI loans and provided coverage of 500% of nonperforming
loans compared to 1.19% and 406%, respectively,
at
December 31, 2020 and 0.75% and 311%, respectively,
at December 31, 2019.
At December 31, 2020, excluding SBA PPP loans
(100% government guaranteed), the allowance represented 1.30%
of loans held for investment.
SBA PPP loans at December 31,
2021 were $0.1 million.
At December 31, 2021, the allowance for credit losses totaled $21.6
million compared to $23.8 million at December 31, 2020 and
$13.9 million at December 31, 2019.
The $2.2 million decrease in the allowance for credit losses in 2021 reflected improvements
in forecasted economic conditions, favorable loan migration and net
loan recoveries totaling $0.6 million, partially offset by
incremental reserves needed for loan growth (excluding
SBA PPP).
The $9.9 million increase in the allowance for credit losses in
2020 was attributable to the build of reserves attributable to a deterioration
in economic conditions, primarily a higher rate of
unemployment due to the COVID-19 pandemic and its potential effect
on rates of default.
The adoption of Accounting Standards
Codification 326 (“CECL”) on January 1, 2020 had an impact of $4.0
million ($3.3 million increase in the allowance for credit
losses and $0.7 million increase in the allowance for unfunded loan commitments,
which is recorded in other liabilities.
48
Table 11
ALLOCATION OF
ALLOWANCE
FOR CREDIT LOSSES
2021
2020
2019
(Dollars in Thousands)
ACL
Amount
Percent of
Loans to
Total Loans
ACL
Amount
Percent of
Loans to
Total Loans
ACL
Amount
Percent of
Loans to
Total Loans
Commercial, Financial and Agricultural
$
2,191
11.6
%
$
2,204
19.6
%
$
1,675
13.9
%
Real Estate:
Construction
3,302
9.0
2,479
6.8
370
6.2
Commercial
5,810
34.4
7,029
32.3
3,416
33.9
Residential
4,129
18.6
5,440
17.6
3,128
20.1
Home Equity
2,296
9.7
3,111
10.2
2,224
10.7
Consumer
3,878
16.7
3,553
13.5
3,092
15.2
Total
$
21,606
100
%
$
23,816
100
%
$
13,905
100
%
Investment Securities
Our average investment portfolio balance increased $203.4
million, or 35.1%, in 2021 and decreased $57.7 million, or 9.1%, in
2020.
As a percentage of average earning assets, our investment portfolio represented
21.4% in 2021, compared to 18.8% in
2020.
In 2021, the growth in the investment portfolio was primarily attributable to an investment
purchase program implemented
to take advantage of higher rates and deploy a portion of our excess liquidity.
We continue to
review various investment strategies
to prudently deploy our excess overnight funds.
In 2021, average taxable investments increased $204.8 million,
or 35.7%, while tax-exempt investments decreased $1.4 million,
or 26.4%.
Taxable bonds increased
as part of our overall investment strategy,
and non-taxable investments decreased as the tax-
equivalent yield was generally unattractive throughout 2021
compared to taxable investments. At December 31, 2021, municipal
securities (taxable and non-taxable) comprised 4.7% of the portfolio.
We may consider
the purchase of municipal issues if the
yields become more attractive compared to taxable securities, or if they 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 2021 and 2020, we purchased securities under both the AFS and
HTM designations.
At December 31, 2021, $654.6 million, or 65.8% of our investment portfolio
was classified as AFS, with $339.6 million, or
34.1%, classified as HTM.
At December 31, 2020, the AFS and HTM portfolio comprised 65.7% and 34.3%,
respectively.
Table
12 provides the composition of our investment securities portfolio.
49
Table 12
INVESTMENT SECURITIES COMPOSITION
2021
2020
2019
(Dollars in Thousands)
Carrying
Amount
Percent
Carrying
Amount
Percent
Carrying
Amount
Percent
Available for
Sale
U.S. Government Treasury
$
187,868
18.9
%
$
104,519
21.1
%
$
232,778
36.2
%
U.S. Government Agency
237,578
23.9
208,531
42.2
156,078
24.3
States and Political Subdivisions
46,980
4.7
3,632
0.7
6,319
1.0
Mortgage-Backed Securities
88,869
8.9
515
0.1
773
0.1
Corporate Debt Securities
86,222
8.7
-
-
-
-
Other Securities
7,094
0.7
7,673
1.6
7,653
1.2
Total
654,611
65.8
324,870
65.7
403,601
62.8
Held to Maturity
U.S. Government Treasury
115,499
11.6
5,001
1.0
20,036
3.1
States and Political Subdivisions
-
-
-
-
1,376
0.2
Mortgage-Backed Securities
224,102
22.5
164,938
33.3
218,127
33.9
Total
339,601
34.1
169,939
34.3
239,539
37.2
Equity Securities
861
0.1
-
-
-
-
Total Investment
Securities
$
995,073
100
%
$
494,809
100
%
$
643,140
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, 2021, there were 401 positions (combined AFS and HTM)
with unrealized losses totaling $10.2 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.
A large portion of the SBA securities float monthly or quarterly
with the prime
rate and are uncapped. None of these positions with unrealized losses are considered
credit impaired, and all are expected to
mature at par.
See Note 2 – Investment Securities for our unrealized losses by security type.
The average maturity of our investment portfolio at December 31, 2021
was 3.62 years compared to 2.09 years at December 31,
2020.
Balances of all security types increased over the prior year,
with the exception of SBA securities.
The average life of our
investment portfolio increased as longer duration securities were purchased
to take advantage of the steeper yield-curve during
2021. See Table
13 for a break-down of maturities by investment type.
The weighted average taxable equivalent yield of our investment portfolio
at December 31, 2021 was 1.12% versus 1.77% in
2020.
This decrease in yield reflected lower reinvestment rates during 2021. 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, 2021.
Table 13 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.
50
Table 13
MATURITY DISTRIBUTION
OF INVESTMENT SECURITIES
Within 1 year
1 - 5 years
5 - 10 years
After 10 years
Total
(Dollars in
Thousands)
Amount
WAY
(3)
Amount
WAY
(3)
Amount
WAY
(3)
Amount
WAY
(3)
Amount
WAY
(3)
Available for Sale
U.S. Government
Treasury
$
5,041
1.70
%
$
182,827
0.59
%
$
-
-
%
$
-
-
%
$
187,868
0.62
%
U.S. Government
Agency
35,079
0.86
197,909
1.30
4,590
0.79
-
-
237,578
1.23
States and Political
Subdivisions
2,439
1.95
13,795
1.05
30,746
1.76
-
-
46,980
0.41
Mortgage-Backed
Securities
(1)
8
2.88
74,448
1.17
14,413
1.77
-
-
88,869
1.27
Corporate Debt
Securities
396
0.98
52,967
1.13
32,859
1.78
-
-
86,222
1.38
Other Securities
(2)
-
-
-
-
-
-
7,094
5.34
7,094
5.34
Total
$
42,963
1.03
%
$
521,946
1.01
%
$
82,608
1.71
%
$
7,094
5.34
%
$
654,611
1.07
%
Held to Maturity
U.S. Government
Treasury
$
-
-
%
$
115,499
0.66
%
$
-
-
%
$
-
-
%
$
115,499
0.66
%
Mortgage-Backed
Securities
(1)
1,249
2.86
183,087
1.58
39,766
1.42
-
-
224,102
1.56
Total
$
1,249
2.86
%
$
298,586
1.22
%
$
39,766
1.42
%
$
-
-
%
$
339,601
1.22
%
Equity Securities
$
-
-
%
$
-
-
%
$
-
-
%
$
861
1.20
%
$
861
1.20
%
Total Investment
Securities
$
44,212
1.08
%
$
820,532
1.09
%
$
122,374
1.62
%
$
7,955
5.49
%
$
995,073
1.12
%
(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 Short Term
Borrowings
Average total
deposits for 2021 were $3.407 billion, an increase of $562.5 million, or 19.8%, over
2020.
Average deposits
increased $306.9 million, or 12.1%, from 2019 to 2020.
Both year-over-year increases occurred in all deposit types except
certificates of deposit, with the largest increases occurring
in noninterest bearing,
NOW accounts, and savings accounts.
Strong deposit growth occurred during the year reflecting federal stimulus
inflows as well as core deposit growth. In addition, the
seasonal growth of public funds occurred in the fourth quarter of 2021
and is expected to continue into the first quarter of 2022.
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 (interest expense/average
earning assets) of nine basis points for 2021 and 16 basis points for
2020.
Table 2 provides
an analysis of our average deposits, by category,
and average rates paid thereon for each of the last three years.
Table 14 reflects the
shift in our deposit mix over the last year and Table
15 provides a maturity distribution of time deposits in
denominations
of $250,000 and over at December 31, 2021.
Average short
-term borrowings decreased $15.6 million in 2021 due to the decline in warehouse line borrowings
at CCHL that
are used to support our held for sale loan portfolio.
See Note 11 in the Notes to Consolidated Financial Statements
for additional
information on short-term borrowings.
51
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 14
SOURCES OF DEPOSIT GROWTH
2020 to
Percentage
Components of
2021
of Total
Total
Deposits
(Average Balances - Dollars in
Thousands)
Change
Change
2021
2020
2019
Noninterest Bearing Deposits
$
269,503
47.9
%
44.7
%
44.1
%
39.9
%
NOW Accounts
139,040
24.7
28.3
29.0
31.7
Money Market Accounts
42,675
7.6
8.2
8.3
9.3
Savings
113,494
20.2
15.8
14.9
14.6
Time Deposits
(2,173)
(0.4)
3
3.7
4.5
Total Deposits
$
562,539
100
%
100
%
100
%
100
%
Table 15
MATURITY DISTRIBUTION
OF CERTIFICATES
OF DEPOSITS GREATER
THAN $250,000
2021
(Dollars in Thousands)
Time Certificates
of Deposit
Percent
Three months or less
$
3,244
35.3
%
Over three through six months
2,214
24.1
Over six through twelve months
1,923
20.9
Over twelve months
1,809
19.7
Total
$
9,190
100
%
Market Risk and Interest Rate Sensitivity
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.
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.
52
The statement of financial condition 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 (-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 not modeled starting
in the second half of 2019 due to the low interest rate environment below 2.00%).
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 statement of financial condition 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. At December 31, 2019, the
instantaneous
rate shock of down 100 bp over 24-months was slightly 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.
Table 16
ESTIMATED CHANGES
IN NET INTEREST INCOME
(1)
Percentage Change (12-month shock)
+400 bp
+300 bp
+200 bp
+100 bp
-100 bp
Policy Limit
-15.0
%
-12.5
%
-10.0
%
-7.5
%
-7.5
%
December 31, 2021
36.6
%
27.2
%
17.8
%
8.7
%
-6.2
%
December 31, 2020
39.0
%
28.7
%
18.7
%
9.0
%
-3.0
%
Percentage Change (24-month shock)
+400 bp
+300 bp
+200 bp
+100 bp
-100 bp
Policy Limit
-17.5
%
-15.0
%
-12.5
%
-10.0
%
-10.0
%
December 31, 2021
55.0
%
40.5
%
26.1
%
12.2
%
-11.1
%
December 31, 2020
54.2
%
38.3
%
22.6
%
7.6
%
-10.9
%
The Net Interest Income (“NII”) at Risk position was less favorable at
December 31, 2021 compared to December 31, 2020 for
the 12-month shock for all rate scenarios.
The year-over-year unfavorable comparison
was primarily driven by lack of PPP fees
compared to the prior year.
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 100 bp will have a negative impact on
the net interest
margin.
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 100 bp over 24-months.
We are slightly out of compliance
in this rates down 100 bp scenario as
we have a limited ability to lower our deposit rates the full 100 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.
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.
53
Table 17
ESTIMATED CHANGES
IN ECONOMIC VALUE
OF EQUITY
(1)
Changes in Interest Rates
+400 bp
+300 bp
+200 bp
+100 bp
-100 bp
Policy Limit
-30.0
%
-25.0
%
-20.0
%
-15.0
%
-15.0
%
December 31, 2021
31.5
%
24.6
%
16.5
%
8.2
%
-19.0
%
December 31, 2020
50.0
%
31.4
%
10.6
%
-3.9
%
-0.6
%
EVE Ratio (policy minimum 5.0%)
16.8
%
15.7
%
14.5
%
13.2
%
9.6
%
(1)
Down 200, 300 and 400 bp rate scenarios have been excluded due to the current
interest rate environment.
At December 31, 2021, the economic value of equity was favorable
in all rising rate environments and was within prescribed
tolerance levels. Factors that can impact EVE values year-over-year include the absolute level of rates,
the overall structure of the
balance sheet (including liquidity levels), pre-payment speeds, loan
floors and the change of model assumptions.
Although the change in EVE exceeds policy guidelines in the down
100 bps rate scenario, the EVE Ratio (EVE/EVA)
was 9.6%
for the fourth quarter 2021 and was within policy guidelines. EVE is out of compliance
only if BOTH the EVE and EVE ratio are
outside of policy guidelines.
Therefore, EVE is currently in compliance with policy in all rate scenarios.
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
statement of financial condition mix, measured over
multiple years, to help assess the risk to the Company.
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 2021 and 2020, our principal
source of funding was client 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, 2021, we had the ability to generate approximately $1.287 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 have 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, municipal governments, and corporate entities.
The weighted-average maturity of our portfolio was 3.62
years at December 31, 2021 and had a net unrealized pre-tax loss of $6.1 million
in the AFS portfolio.
Our average net overnight funds sold position (defined as funds sold plus interest-bearing
deposits with other banks less funds
purchased) was $790.9 million in 2021 compared to an average net overnight
funds sold position of $465.7 million in 2020.
The
increase in this position in 2021 reflected strong deposit growth, primarily
related to government stimulus program inflows.
We expect capital
expenditures over the next 12 months to be approximately $8.0 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.
54
Borrowings
At December 31, 2021, total advances from the FHLB consisted of
$1.5 million in outstanding debt comprised of five notes.
In
2021, the Bank made FHLB advance payments totaling $0.7 million. One
advance matured, and one was paid off, with no new
fixed rate advances obtained in 2021. The FHLB notes are collateralized by a floating
lien on certain 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.
In the second quarter of 2020, we entered into a derivative cash flow hedge of our
interest rate risk related to our subordinated
debt.
The notional amount of the derivative is $30 million ($10 million of the CCBG Capital Trust
I borrowing and $20 million
of the CCBG Capital Trust II borrowing).
The interest rate swap agreement requires CCBG to pay fixed and receive variable
(Libor plus spread) and has an average
all-in fixed rate of 2.50% for 10 years.
Additional detail on the interest rate swap
agreement is provided in Note 5 – Derivatives in the Consolidated Financial Statements.
For 2021, average short term borrowings consisting primarily of
CCHL lines of credit, declined $15.6 million compared to the
prior year. This decline occurred
as residential lending was less robust than the prior year,
reducing the short-term need for
borrowing lines.
See Note 11 – Short Term
Borrowings and Note 12 – Long Term
Borrowings in the Notes to Consolidated Financial Statements
for additional information on borrowings.
In the ordinary course of business, we have entered into contractual obligations
and have made other commitments to make future
payments. Refer to the accompanying notes to consolidated financial
statements elsewhere in this report for the expected timing
of such payments as of December 31, 2021. These include payments related
to (i) long-term borrowings (Note 12 – Long-Term
Borrowings), (ii) short-term borrowings (Note 11
– Short-Term Borrowings),
(iii) operating leases (Note 7 – Leases), (iv) time
deposits with stated maturities (Note 10 – Deposits), and (v) commitments
to extend credit and standby letters of credit (Note 21 –
Commitments and Contingencies).
Capital Resources
Shareowners’ equity was $383.2 million at December 31, 2021
compared to $320.8 million at December 31, 2020.
For 2021,
shareowners’ equity was positively impacted by net income attributable
to common shareowners of $33.4 million, a $34.1 million
decrease in the accumulated other comprehensive loss for our pension plan,
a $1.1 million increase in fair value of the interest rate
swap related to subordinated debt, net adjustments totaling $1.3 million
related to transactions under our stock compensation
plans, stock compensation accretion of $0.8 million, and reclassification of
$9.3 million from temporary equity to decrease the
redemption value of the non-controlling interest in CCHL.
Shareowners’ equity was reduced by common stock dividends of
$10.5 million ($0.62 per share) and a $7.3 million decrease in the unrealized
gain on investment securities.
Additional historical
information on capital changes is provided in the Consolidated Statements of
Changes in Shareowners’ Equity in the
Consolidated Financial Statements.
We continue
to maintain a strong capital position.
The ratio of shareowners' equity to total assets at December 31, 2021 was
8.99% and 8.45% at December 31, 2020.
Further, our tangible common equity,
was 6.95% at December 31, 2021 compared to
6.25% at December 31, 2020.
The improvement in the ratios in 2021
was substantially due to a favorable adjustment to our
unfunded pension liability,
which is discussed further below.
We are subject to
regulatory risk-based capital requirements that measure capital relative
to risk-weighted assets and off-balance
sheet financial instruments.
At December 31, 2021, our total risk-based capital ratio was 17.15% compared
to 17.30% at
December 31, 2020.
Our common equity tier 1 capital ratio was 13.86% and 13.71%, respectively,
on these dates.
Our leverage
ratio was 8.95% and 9.33%, respectively,
on these dates.
For a detailed discussion of our regulatory capital requirements, refer
to
the “Regulatory Considerations – Capital Regulations” section on page
15.
See Note 17 in the Notes to Consolidated Financial
Statements for additional information as to our capital adequacy.
55
At December 31, 2021, our common stock had a book value of $22.63 per diluted
share compared to $19.05 at December 31,
2020.
Book value is impacted by the net unrealized gains and losses on investment
securities.
At December 31, 2021, the net
unrealized loss was $4.6 million compared to an unrealized gain
of $2.7 million at December 31, 2020.
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, 2021, the net pension liability reflected in accumulated other comprehensive
loss was $13.2 million compared to $47.3 million at December 31, 2020.
The favorable adjustment to our unfunded pension
liability was attributable to the higher discount rate used to calculate the present
value of the pension obligation and higher than
estimated return on plan assets.
The higher discount rate reflected the increase in long-term interest rates in
2021.
This
adjustment also favorably impacted our tangible capital ratio.
Further, book value is impacted by the periodic adjustment
made to
record temporary equity at redemption value.
At December 31, 2021, $9.3
million had been reclassified from temporary equity to
retained earnings during 2021
to decrease the redemption value of the non-controlling interest in CCHL.
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.
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.
No shares were repurchased
in 2021.
99,952 shares were repurchased in 2020 at an average price of $20.39 and 77,000 shares
were repurchased in 2019 at an
average price of $23.40.
Since 2014, a total of 1,361,682 shares of our outstanding common stock have been repurchased
at an
average price of $17.93 under our stock repurchase plans.
Dividends
Adequate capital and financial strength are 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.
OFF-BALANCE SHEET ARRANGEMENTS
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 21 in the Notes to Consolidated Financial Statements.
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, and warehouse
lines of credit provide a sufficient source of funds to meet
these commitments.
In conjunction with the sale and securitization of loans held for sale and their related
servicing rights, we may be exposed to
liability resulting from recourse, repurchase and make-whole agreements.
If it is determined subsequent to our sale of a loan or
its related servicing rights that a breach of the representations or warranties
made in the applicable sale agreement has occurred,
which may include guarantees that prepayments will not occur within a specified
and customary time frame, we may have an
obligation to either (a) repurchase the loan for the unpaid principal balance,
accrued interest and related advances, (b) indemnify
the purchaser against any loss it suffers or (c) make the purchaser whole
for the economic benefits of the loan and its related
servicing rights.
Our repurchase, indemnification and make-whole obligations vary based upon
the terms of the applicable agreements, the nature
of the asserted breach and the status of the mortgage loan at the time a claim is made.
We establish reserves for
estimated losses
of this nature inherent in the origination of mortgage loans by estimating the losses inherent
in the population of all loans sold
based on trends in claims and actual loss severities experienced. The reserve
will include accruals for probable contingent losses
in addition to those identified in the pipeline of claims received. The estimation
process is designed to include amounts based on
actual losses experienced from actual activity.
56
ACCOUNTING POLICIES
Critical Accounting Policies and Estimates
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 Credit Losses
.
The amount of the allowance for credit losses represents management's best estimate
of current
expected credit losses considering available information, from internal
and external sources, relevant to assessing exposure to
credit loss over the contractual term of the instrument.
Relevant available information includes historical credit loss experience,
current conditions,
and reasonable and supportable forecasts.
While historical credit loss experience provides
the basis for the
estimation of expected credit losses, adjustments to historical loss information
may be made for changes in loan risk grades, loss
experience trends, loan prepayment trends, differences
in current portfolio-specific risk characteristics, environmental conditions,
future expectations, or other relevant factors.
While management utilizes its best judgment and information available, the
ultimate adequacy of our allowance accounts is dependent upon
a variety
of factors beyond our control, including the
performance of our portfolios, the economy,
changes in interest rates and the view of the regulatory authorities toward
classification of assets. Detailed information on the Allowance
for Credit Losses valuation, and the assumptions used are provided
in Note 1 – Significant Accounting Policies of the Notes to Consolidated
Financial Statements.
Goodwill
.
Goodwill represents the excess of the cost of acquired businesses over the fair 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 Accounting Standards
Update 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 there were none that indicated that
goodwill impairment had occurred.
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 2021 was 2.88%.
The estimated impact
to 2021 pension expense of a 25 basis point increase or decrease in the discount
rate would have been an approximate $1.1
million decrease or increase, respectively.
We anticipate using
a 3.11%
discount rate in 2022.
Based on the balances at the December 31, 2021 measurement date, the
estimated 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 $4.6 million (after-
tax).
57
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 2021 was 6.75%.
The estimated impact to 2021 pension expense of a 25 basis point
increase or decrease in the rate of return would have been an approximate $0.4 million
decrease or increase, respectively.
We
anticipate using a rate of return on plan assets of 6.75% for 2022.
The assumed rate of annual compensation increases of 4.00% in 2021 reflected
expected trends in salaries and the employee
base.
We anticipate using
a compensation increase of approximately 4.40% for 2022 reflecting
current market trends.
Detailed information on the pension plan, the actuarially determined
disclosures, and the assumptions used are provided in Note
15 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.
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.
58
Item 8.
Financial Statements and Supplementary Data
2021 Report of Independent Registered Public Accounting Firm (PCAOB ID
686
)
2020 Report of Independent Registered Public Accounting Firm (PCAOB ID 42)
CAPITAL CITY BANK
GROUP,
INC.
CONSOLIDATED FINANCIAL
STATEMENTS
PAGE
59
Report of Independent Registered Public Accounting Firm
62
Consolidated Statements of Financial Condition
63
Consolidated Statements of Income
64
Consolidated Statements of Comprehensive Income
65
Consolidated Statements of Changes in Shareowners’ Equity
66
Consolidated Statements of Cash Flows
67
Notes to Consolidated Financial Statements
59
Report of Independent Registered Public Accounting Firm
To the Shareowners,
Board of Directors and Audit Committee
Capital City Bank Group, Inc.
Tallahassee, Florida
Opinion on the Financial Statements
We have audited
the accompanying consolidated statement of financial condition of
Capital City Bank Group, Inc. (the Company)
as of December 31, 2021, the related consolidated statements of income,
comprehensive income, changes in shareowners’ equity
and cash flows for the year ended December 31, 2021, and the related notes (collectively
referred to as the financial statements).
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial
position
of the Company as of December 31, 2021, and the results of its operations and
its cash flows for the year ended December 31,
2021, in conformity with accounting principles generally accepted in
the United States of America.
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, 2021, based on
criteria established in
Internal Control – Integrated Framework: (2013)
issued by the Committee of Sponsoring Organizations
of the Treadway
Commission (COSO) and our report dated March 1, 2022, expressed an
unqualified opinion on the effectiveness of the
Company’s internal control over
financial reporting.
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 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 the financial statements are free
of material misstatement, whether due to error
or fraud.
Our audit 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 include examining, on a
test basis, evidence regarding the amounts and disclosures in the financial
statements.
Our audit 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 audit provides a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matter communicated below arises from the current-period
audit of the financial statements that were
communicated or required to be communicated to the audit committee
and that: (1) relate to accounts or disclosures that are
material to the financial statements and (2) involved our especially challenging,
subjective or complex judgments.
The
communication of critical audit matters does not alter in any way our opinion on the
financial statements, taken as a whole, and
we are not, by communicating the critical audit matters below,
providing separate opinions on the critical audit matters or on the
accounts or disclosures to which they relate.
Allowance for Credit Losses
The Company’s loans held for
investment portfolio totaled $1.93 billion as of December 31, 2021,
and the allowance for credit
losses on loans held for investment was $21.6 million.
The Company’s unfunded
loan commitments totaled $728.6 million, with
an allowance for credit loss of $2.9 million.
The Company’s held-to-maturity securities
portfolios totaled $339.6 million as of
December 31, 2021, and there was no allowance for credit losses on held-to-maturity
securities.
Together these
three allowance
for credit amounts represent the allowance for credit losses (ACL).
60
As more fully described in
Notes 1
,
2, 3
and
21
to the Company’s consolidated financial
statements, the Company estimates its
exposure to expected credit losses as of the balance sheet date, for existing
financial instruments held at amortized cost and off-
balance sheet exposures, such as unfunded loan commitments, lines of credit
and other unused commitments that are not
unconditionally cancelable by the Company.
The determination of the ACL requires management to exercise significant judgment
and consider numerous subjective factors,
including determining qualitative factors utilized to adjust historical loss rates, loan
credit risk grading and identifying loans
requiring individual evaluation among others.
As disclosed by management, different assumptions and
conditions could result in
a materially different amount for the estimate of the ACL.
We identified
the ACL at December 31, 2021, as a critical audit matter.
Auditing the ACL involved a high degree of subjectivity
in evaluating management’s
estimates, such as evaluating management’s
identification of credit quality indicators, grouping of
loans determined to be similar into pools, estimating the remaining life of loans
in a pool, assessment of economic conditions and
other environmental factors, evaluating the adequacy of specific allowances
associated with individually evaluated loans and
assessing the appropriateness of loan credit risk grades.
The primary procedures we performed as of December 31, 2021,
to address this critical audit matter included:
●
Obtained an understanding of the Company’s
process for establishing the ACL, including the qualitative factor
adjustments of the ACL
●
Tested the design
and operating effectiveness of controls, including those related to
technology, over the ACL,
including:
o
loan data completeness and accuracy
o
reconciliation of loan balances accounted for at amortized cost and underlying detail
o
classifications of loans by loan pool
o
historical charge-off data
o
review of appraisals
o
the establishment of qualitative adjustments
o
back testing and stress testing
o
loan credit risk ratings
o
establishment of specific ACL on individually
evaluated loan
o
management’s review and disclosure
controls over the ACL
●
Tested the completeness
and accuracy of the information utilized in the ACL, including evaluating the
relevance and
reliability of such information
●
Tested the ACL model’s
computational accuracy
●
Evaluated the qualitative adjustments to the ACL including assessing the
basis for adjustments and the reasonableness of
the significant assumptions including consideration of impact of the
COVID-19 pandemic
●
Tested the loan review
functions and evaluated the reasonableness of loan credit risk ratings
●
Evaluated the reasonableness of specific allowances on individually
evaluated loans
●
Evaluated the overall reasonableness of assumptions used by management
considering trends identified within peer
groups
●
Evaluated the accuracy and completeness of ASU No. 2016-13,
Financial Instruments – Credit Losses (Topic
326):
Measurement of Credit Losses
on Financial Instruments
disclosures in the consolidated financial statements
●
Evaluated credit quality trends in delinquencies, non-accruals, charge
-offs and loan risk ratings
●
Tested estimated utilization
rate of unfunded loan commitments
●
Reviewed documentation prepared to assess the methodology utilized in the
ACL calculation for securities for
reasonableness
BKD, LLP
We have served
as the Company’s auditor since 2021.
Little Rock, Arkansas
March 1, 2022
61
Report of Independent Registered Public Accounting Firm
To the Shareowners
and the Board of Directors of
Capital City Bank Group, Inc.
Opinion on the Financial Statements
We have audited
the accompanying consolidated balance sheet of Capital City Bank Group, Inc. (the
Company) as of December
31, 2020, the related consolidated statements of income, comprehensive
income, shareholders’ equity,
and cash flows for each
of the two years in the period ended December 31, 2020, 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, 2020, and the results of its operations and its cash flows
for each of the two years in the
period ended December 31, 2020, in conformity with U.S. generally accepted
accounting principles.
Adoption of New Accounting Standard
As discussed in Note 1
to the consolidated financial statements, the Company changed its method
for accounting for credit losses
in 2020.
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 served as the Company’s
auditor from 2007 to 2021.
Tallahassee, Florida
March 1, 2021
62
CAPITAL CITY BANK
GROUP,
INC.
CONSOLIDATED STATEMENTS
OF FINANCIAL CONDITION
As of December 31,
(Dollars in Thousands)
2021
2020
ASSETS
Cash and Due From Banks
$
65,313
$
67,919
Federal Funds Sold and Interest Bearing Deposits
970,041
860,630
Total Cash and Cash Equivalents
1,035,354
928,549
Investment Securities, Available
for Sale, at fair value (amortized cost of $
660,732
and $
321,191
)
654,611
324,870
Investment Securities, Held to Maturity (fair value of $
339,699
and $
175,175
)
339,601
169,939
Equity Securities
861
-
Total Investment
Securities
995,073
494,809
Loans Held For Sale, at fair value
52,532
114,039
Loans, Held for Investment
1,931,465
2,006,426
Allowance for Credit Losses
(21,606)
(23,816)
Loans Held for Investment, Net
1,909,859
1,982,610
Premises and Equipment, Net
83,412
86,791
Goodwill and Other Intangibles
93,253
89,095
Other Real Estate Owned
17
808
Other Assets
94,349
101,370
Total Assets
$
4,263,849
$
3,798,071
LIABILITIES
Deposits:
Noninterest Bearing Deposits
$
1,668,912
$
1,328,809
Interest Bearing Deposits
2,043,950
1,888,751
Total Deposits
3,712,862
3,217,560
Short-Term
Borrowings
34,557
79,654
Subordinated Notes Payable
52,887
52,887
Other Long-Term
Borrowings
884
3,057
Other Liabilities
67,735
102,076
Total Liabilities
3,868,925
3,455,234
Temporary Equity
11,758
22,000
SHAREOWNERS’ EQUITY
Preferred Stock, $
.01
par value;
3,000,000
shares authorized; no shares issued and outstanding
-
-
Common Stock, $
.01
par value;
90,000,000
shares authorized;
16,892,060
and
16,790,573
shares issued and outstanding at December 31, 2021 and 2020, respectively
169
168
Additional Paid-In Capital
34,423
32,283
Retained Earnings
364,788
332,528
Accumulated Other Comprehensive Loss, Net of Tax
(16,214)
(44,142)
Total Shareowners’
Equity
383,166
320,837
Total Liabilities, Temporary
Equity, and Shareowners’ Equity
$
4,263,849
$
3,798,071
The accompanying Notes to Consolidated Financial Statements are
an integral part of these statements.
63
CAPITAL CITY BANK
GROUP,
INC.
CONSOLIDATED STATEMENTS
OF INCOME
For the Years
Ended December 31,
(Dollars in Thousands, Except Per Share
Data)
2021
2020
2019
INTEREST INCOME
Loans, including Fees
$
96,561
$
94,752
$
94,215
Investment Securities:
Taxable
8,724
10,176
13,122
Tax Exempt
68
98
312
Federal Funds Sold and Interest Bearing Deposits
998
1,171
5,187
Total Interest Income
106,351
106,197
112,836
INTEREST EXPENSE
Deposits
839
1,548
6,840
Short-Term
Borrowings
1,360
1,690
109
Subordinated Notes Payable
1,228
1,472
2,287
Other Long-Term
Borrowings
63
161
257
Total Interest Expense
3,490
4,871
9,493
NET INTEREST INCOME
102,861
101,326
103,343
Provision for Credit Losses
(1,553)
9,645
2,027
Net Interest Income After Provision for Credit Losses
104,414
91,681
101,316
NONINTEREST INCOME
Deposit Fees
18,882
17,800
19,472
Bank Card Fees
15,274
13,044
11,994
Wealth Management
Fees
13,693
11,035
10,480
Mortgage Banking Revenues
52,425
63,344
5,321
Other
7,271
5,942
5,786
Total Noninterest
Income
107,545
111,165
53,053
NONINTEREST EXPENSE
Compensation
101,470
96,280
66,352
Occupancy, Net
23,932
22,659
18,436
Other Real Estate Owned, Net
(1,488)
104
546
Pension Settlement
3,072
-
-
Other
35,522
30,919
28,275
Total Noninterest
Expense
162,508
149,962
113,609
INCOME BEFORE INCOME TAXES
49,451
52,884
40,760
Income Tax Expense
9,835
10,230
9,953
NET INCOME
$
39,616
$
42,654
$
30,807
Income Attributable to Noncontrolling Interests
(6,220)
(11,078)
-
NET INCOME ATTRIBUTABLE
TO COMMON SHAREOWNERS
$
33,396
$
31,576
$
30,807
BASIC NET INCOME PER SHARE
$
1.98
$
1.88
$
1.84
DILUTED NET INCOME PER SHARE
$
1.98
$
1.88
$
1.83
Average Basic Common
Shares Outstanding
16,863
16,785
16,770
Average Diluted
Common Shares Outstanding
16,893
16,822
16,827
The accompanying Notes to Consolidated Financial Statements are
an integral part of these statements.
64
CAPITAL CITY BANK
GROUP,
INC.
CONSOLIDATED STATEMENTS
OF COMPREHENSIVE INCOME
For the Years
Ended December 31,
(Dollars in Thousands)
2021
2020
2019
NET INCOME ATTRIBUTABLE
TO COMMON SHAREOWNERS
$
33,396
$
31,576
$
30,807
Other comprehensive income (loss), before
tax:
Investment Securities:
Change in net unrealized (loss) gain on securities available for sale
(9,647)
2,473
3,833
Derivative:
Change in net unrealized gain on effective cash flow
derivative
1,476
574
-
Benefit Plans:
Reclassification adjustment for amortization of prior service cost
234
(880)
15
Reclassification adjustment for amortization of net loss
10,806
4,391
4,623
Defined benefit plan settlement
3,072
-
-
Current year actuarial gain (loss)
31,339
(27,924)
(7,642)
Total Benefit Plans
45,451
(24,413)
(3,004)
Other comprehensive income (loss), before
tax:
37,280
(21,366)
829
Deferred tax (expense) benefit related to other comprehensive income
(9,352)
5,405
(195)
Other comprehensive income (loss), net of tax
27,928
(15,961)
634
TOTAL COMPREHENSIVE
INCOME
$
61,324
$
15,615
$
31,441
The accompanying Notes to Consolidated Financial Statements are
an integral part of these statements.
65
CAPITAL CITY BANK
GROUP,
INC.
CONSOLIDATED STATEMENTS
OF CHANGES IN SHAREOWNERS' EQUITY
Accumulated
Other
Comprehensive
(Loss) Income,
Net of Taxes
(Dollars in Thousands, Except
Per Share Data)
Shares
Outstanding
Common
Stock
Additional
Paid-In
Capital
Retained
Earnings
Total
Balance, January 1, 2019
16,747,571
$
167
$
31,058
$
300,177
$
(28,815)
$
302,587
Net Income
-
-
30,807
-
30,807
Other Comprehensive Income, Net of Tax
-
-
-
634
634
Cash Dividends ($
0.48
per share)
-
-
(8,047)
-
(8,047)
Stock Based Compensation
-
1,569
-
-
1,569
Stock Compensation Plan Transactions, net
100,973
1
1,270
-
-
1,271
Repurchase of Common Stock
(77,000)
-
(1,805)
-
-
(1,805)
Balance, December 31, 2019
16,771,544
168
32,092
322,937
(28,181)
327,016
Impact of Adopting ASC 326 (CECL)
-
-
-
(3,095)
-
(3,095)
Net Income
-
-
-
31,576
-
31,576
Reclassification to Temporary Equity
(1)
-
-
-
(9,323)
-
(9,323)
Other Comprehensive Loss, Net of Tax
-
-
-
-
(15,961)
(15,961)
Cash Dividends ($
0.57
per share)
-
-
-
(9,567)
-
(9,567)
Stock Based Compensation
-
-
892
-
-
892
Stock Compensation Plan Transactions, net
118,981
1
1,340
-
-
1,341
Repurchase of Common Stock
(99,952)
(1)
(2,041)
-
-
(2,042)
Balance, December 31, 2020
16,790,573
168
32,283
332,528
(44,142)
320,837
Net Income
-
-
-
33,396
-
33,396
Reclassification to Temporary Equity
(1)
-
-
-
9,323
-
9,323
Other Comprehensive Income, Net of Tax
-
-
-
-
27,928
27,928
Cash Dividends ($
0.62
per share)
-
-
-
(10,459)
-
(10,459)
Stock Based Compensation
-
-
843
-
-
843
Stock Compensation Plan Transactions, net
101,487
1
1,297
-
-
1,298
Balance, December 31, 2021
16,892,060
$
169
$
34,423
$
364,788
$
(16,214)
$
383,166
(1)
Adjustments to redemption value for non-controlling interest in CCHL
The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
66
CAPITAL CITY BANK
GROUP,
INC.
CONSOLIDATED STATEMENTS
OF CASH FLOWS
For the Years
Ended December 31,
(Dollars in Thousands)
2021
2020
2019
CASH FLOWS FROM OPERATING
ACTIVITIES
Net Income Attributable to Common Shareowners
$
33,396
$
31,576
$
30,807
Adjustments to Reconcile Net Income to Cash From Operating Activities:
Provision for Credit Losses
(1,553)
9,645
2,027
Depreciation
7,607
7,230
6,253
Amortization of Premiums, Discounts, and Fees, net
14,072
7,533
5,206
Amortization of Intangible Assets
107
-
-
Pension Settlement Charges
3,072
-
-
Originations of Loans Held for Sale
(1,541,356)
(606,337)
(232,259)
Proceeds From Sales of Loans Held for Sale
1,655,288
565,151
234,940
Net Gain From Sales of Loans Held for Sale
(52,425)
(63,344)
(5,321)
Net Additions for Capitalized Mortgage Servicing Rights
72
(2,792)
-
Change in Valuation
Provision for Mortgage Servicing Rights
(250)
250
-
Stock Compensation
843
892
1,569
Net Tax Benefit from
Stock Compensation
(4)
(84)
(14)
Deferred Income Taxes
(4,157)
(53)
1,225
Net Change in Operating Leases
(165)
(156)
90
Net (Gain) Loss on Sales and Write-Downs of Other Real Estate
Owned
(1,662)
(393)
214
Proceeds From Insurance Claim for Operating Loss
-
-
268
Loss on Disposal of Premises and Equipment
-
-
30
Net Decrease (Increase) in Other Assets
10,885
(38,353)
9,830
Net (Decrease) Increase in Other Liabilities
(7,846)
40,624
(1,176)
Net Cash Provided By (Used In) Operating Activities
115,924
(48,611)
53,689
CASH FLOWS FROM INVESTING ACTIVITIES
Securities Held to Maturity:
Purchases
(251,525)
(32,250)
(92,186)
Payments, Maturities, and Calls
78,544
99,251
68,185
Securities Available for
Sale:
Purchases
(523,961)
(108,728)
(119,685)
Proceeds from the Sale of Securities
495
-
-
Payments, Maturities, and Calls
178,425
186,499
162,260
Purchases of Loans Held for Investment
(114,913)
(43,804)
(25,256)
Net Decrease (Increase) in Loans
183,249
(130,020)
(39,608)
Net Cash Paid for Acquisitions
(4,482)
(2,405)
-
Proceeds From Insurance Claims on Premises
-
-
814
Proceeds From Sales of Other Real Estate Owned
4,502
2,835
2,360
Purchases of Premises and Equipment, net
(5,193)
(9,738)
(3,759)
Noncontrolling Interest Contributions
7,139
5,766
-
Net Cash Used In Investing Activities
(447,720)
(32,594)
(46,875)
CASH FLOWS FROM FINANCING ACTIVITIES
Net Increase in Deposits
495,302
572,106
113,598
Net (Decrease) Increase in Short-Term
Borrowings
(45,938)
73,156
(7,497)
Repayment of Other Long-Term
Borrowings
(1,332)
(3,363)
(1,694)
Dividends Paid
(10,459)
(9,567)
(8,047)
Payments to Repurchase Common Stock
-
(2,042)
(1,805)
Issuance of Common Stock Under Compensation Plans
1,028
1,041
1,054
Net Cash Provided By Financing Activities
438,601
631,331
95,609
NET INCREASE IN CASH AND CASH EQUIVALENTS
106,805
550,126
102,423
Cash and Cash Equivalents at Beginning of Year
928,549
378,423
276,000
Cash and Cash Equivalents at End of Year
$
1,035,354
$
928,549
$
378,423
Supplemental Cash Flow Disclosures:
Interest Paid
$
3,547
$
4,841
$
9,521
Income Taxes Paid
$
16,339
$
9,171
$
6,255
Noncash Investing and Financing Activities:
Loans and Premises Transferred to Other Real Estate Owned
$
1,717
$
2,297
$
1,298
The accompanying Notes to Consolidated Financial Statements are
an integral part of these statements.
67
Notes to Consolidated Financial Statements
Note 1
SIGNIFICANT ACCOUNTING POLICIES
Nature of Operations
Capital City Bank Group, Inc. (“CCBG”) 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 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.
Two of 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 credit losses, pension expense,
income taxes, loss contingencies, valuation of other real estate owned, and
valuation of goodwill and their respective analysis of
impairment.
Business Combination
On April 30, 2021, a newly formed subsidiary of CCBG, Capital City Strategic Wealth,
LLC (“CCSW”) acquired substantially all
of the assets of Strategic Wealth
Group, LLC and certain related businesses (“SWG”), including advisory,
service, and insurance
carrier agreements, and the assignment of all related revenues thereof.
Under the terms of the purchase agreement, SWG
principles became officers of CCSW and will continue the operation
of their five offices in South Georgia offering
wealth
management services and comprehensive risk management and
asset protection services for individuals and businesses.
CCBG
paid $
4.5
million in cash consideration and recorded goodwill of $
2.8
million and a customer relationship intangible asset of $
1.6
million.
68
On March 1, 2020, CCB completed its acquisition of a
51
% membership interest in Brand Mortgage Group, LLC (“Brand”),
which is now operated as Capital City Home Loans (“CCHL”).
CCHL was consolidated into CCBG’s financia
l
statements
effective March 1, 2020.
Assets acquired totaled $
52
million (consisting primarily of loans held for sale) and liabilities assumed
totaled $
42
million (consisting primarily of warehouse line borrowings).
The primary reasons for the acquisition and strategic
alliance with Brand was to gain access to an expanded residential mortgage product
line-up and investor base (including a
mandatory delivery channel for loan sales), to hedge our net interest income
business and to generate other operational synergies
and cost savings.
CCB made a $
7.1
million cash payment for its
51
% membership interest and entered into a buyout agreement
for the remaining
49
% noncontrolling interest resulting in temporary equity with a fair value of $
7.4
million.
Goodwill totaling
$
4.3
million was recorded in connection with this acquisition.
Factors that contributed to the purchase price resulting in goodwill
include Brand’s strong management
team and expertise in the mortgage industry,
historical record of earnings, and operational
synergies created as part of the strategic alliance.
Recently Adopted Accounting Pronouncements
On January 1, 2020, the Company adopted ASU 2016-13
Financial Instruments – Credit Losses (Topic
326): Measurement of
Credit Losses on Financial Instruments
, which replaces the incurred loss methodology with an expected
loss methodology that is
referred to as the current expected credit loss (“CECL”) methodology.
The measurement of expected credit losses under the
CECL methodology is applicable to financial assets measured at
amortized cost, including loan receivables and held-to-maturity
debt securities.
It also applies to off-balance sheet credit exposures not accounted
for as insurance (loan commitments, standby
letters of credit, financial guarantees, and other
similar instruments).
In addition, Accounting Standards Codification (“ASC”)
326-30 provides a new credit loss model for available-for-sale
debt securities.
The most significant change requires credit losses
to be presented as an allowance rather than as a write-down on available-for
-sale debt securities that management does not intend
to sell or believes that it is not more likely than not they will be required to
sell.
The Company adopted ASC 326 using the
modified retrospective method for all financial assets measured at amortized
cost and off-balance sheet credit exposures.
Our
accounting policies changed significantly with the adoption of
CECL on January 1, 2020.
Prior to January 1, 2020, allowances
were based on incurred credit losses in accordance with accounting policies
disclosed in Note 1 of the Consolidated Financial
Statements included in the 2019 Form 10-K.
The adoption of ASC 326 (“CECL”) had an impact of $
4.0
million ($
3.3
million
increase in the allowance for credit losses and $
0.7
million increase in the allowance for unfunded loan commitments (liability
account)) that was offset by a corresponding decrease in
retained earnings of $
3.1
million and $
0.9
million increase in deferred
tax assets.
Refer to Note 3 and to the accounting policies disclosed in Note 1 of the Consolidated
Financial Statements included
in the 2020 Form 10-K for additional information regarding the impact
of the adoption of ASC 326 (“CECL”).
The Company also adopted ASU 2019-12 “
Income Taxes
(Topic 740):
Simplifying the Accounting for Income Taxes,”
ASU
2020-01 “
Investments – Equity Securities (Topic
321) and Investments – Equity Method and Joint Ventures
(Topic
323)”,
ASU
2020-08 “
Codification Improvements to Subtopic 310-20, Receivables
– Nonrefundable Fees and Other Costs”,
and ASU 2020-
09 “
Debt (Topic
470): Amendments to SEC Paragraphs Pursuant to SEC Release No. 33-10762”
with no material impact on its
financial statements.
69
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.
On March 26, 2020, the Federal Reserve reduced the amount of the required reserve balance
to
zero
.
The Company maintains certain cash balances that are restricted under
warehouse lines of credit and master repurchase
agreements.
The restricted cash balance at December 31, 2021 was $
0.5
million.
Investment Securities
Investment securities are classified as held-to-maturity (“HTM”) and
carried at amortized cost when the Company has the positive
intent and ability to hold them until maturity.
Investment securities not classified as held-to-maturity or trading
securities are
classified as available-for-sale (“AFS”) and carried at fair value.
Investment securities classified as equity securities that do not
have readily determinable fair values, are measured at cost and remeasured
to fair value when impaired or upon observable
transaction prices.
The Company determines the appropriate classification of securities at the time of purchase.
For reporting and
risk management purposes, we further segment investment securities by
the issuer of the security which correlates to its risk
profile: U.S. government treasury,
U.S. government agency, state and
political subdivisions, mortgage-backed securities,
and
corporate debt securities.
Certain equity securities with limited marketability,
such as stock in the Federal Reserve Bank and the
Federal Home Loan Bank, are classified as available-for-sale and carried
at cost.
Interest income includes amortization and accretion of purchase premiums
and discounts.
Realized gains and losses are derived
from the amortized cost of the security sold.
Gains and losses on the sale of securities are recorded on the trade date and are
determined using the specific identification method.
Securities transferred from available-for-sale to held-to-maturity
are
recorded at amortized cost plus or minus any unrealized gain or loss at the time
of transfer.
Any existing unrecognized gain or
loss continues to be reported in accumulated other comprehensive income
(net of tax) and amortized as an adjustment to interest
income over the remaining life of the security.
Any existing allowance for credit loss is reversed at the time of transfer.
Subsequent to transfer, the allowance
for credit losses on the transferred security is evaluated in accordance with the accounting
policy for held-to-maturity securities.
Additionally, any allowance
amounts reversed or established as part of the transfer are
presented on a gross basis in the consolidated statement of income.
The accrual of interest is generally suspended on securities more than
90 days past due with respect to principal or interest.
When
a security is placed on nonaccrual status, all previously accrued and uncollected interest
is reversed against current income and
thus not included in the estimate of credit losses.
Credit losses and changes thereto, are established as an allowance for
credit loss through a provision for credit loss expense.
Losses are charged against the allowance when management
believes the uncollectability of a security is confirmed or when
either of the criteria regarding intent or requirement to sell is met.
Certain debt securities in the Company’s
investment portfolio were issued by a U.S. government entity or agency and are either
explicitly or implicitly guaranteed by the U.S. government.
The Company considers the long history of no credit losses on these
securities indicates that the expectation of nonpayment of the amortized
cost basis is zero, even if the U.S. government were to
technically default.
Further, certain municipal securities held by
the Company have been pre-refunded and secured by
government guaranteed treasuries.
Therefore, for the aforementioned securities, the Company does not
assess or record expected
credit losses due to the zero loss assumption.
Impairment - Available
-for-Sale Securities
.
Unrealized gains on available-for-sale securities are excluded from
earnings and reported, net of tax, in other comprehensive
income.
For available-for-sale securities that are in an unrealized loss position, the
Company first assesses whether it intends to
sell, or whether it is more likely than not it will be required to sell the security before
recovery of its amortized cost basis.
If
either of the criteria regarding intent or requirement to sell is met, the security’s
amortized cost basis is written down to fair value
through income.
For available-for-sale securities that do not meet the aforementioned criteria or have a zero loss assumption,
the
Company evaluates whether the decline in fair value has resulted from
credit losses or other factors.
In making this assessment,
management considers the extent to which fair value is less than amortized
cost, any changes to the rating of the security by a
rating agency, and
adverse conditions specifically related to the security,
among other factors.
If the assessment indicates that a
credit loss exists, the present value of cash flows to be collected from the security
are compared to the amortized cost basis of the
security.
If the present value of cash flows expected to be collected is less than the amortized cost basis, a
credit loss exists and
an allowance for credit losses is recorded through a provision for
credit loss expense, limited by the amount that fair value is less
than the amortized cost basis.
Any impairment that is not credit related is recognized in other comprehensive
income.
70
Allowance for Credit Losses - Held-to-Maturity
Securities.
Management measures expected credit losses on each individual held-to-maturity debt
security that has not been deemed to have
a zero assumption.
Each security that is not deemed to have zero credit losses is individually measured
based on net realizable
value, or the difference between the discounted
value of the expected cash flows, based on the original effective
rate, and the
recorded amortized basis of the security.
To the extent a shortfall is related to credit
loss, an allowance for credit loss is recorded
through a provision for credit loss expense.
Loans Held for Investment
Loans held for investment (“HFI”) are stated at amortized cost which includes
the principal amount outstanding, net premiums
and discounts, and net deferred loan fees and costs.
Accrued interest receivable on loans is reported in other assets and is not
included in the amortized cost basis of loans.
Interest income is accrued on the effective yield method based on outstanding
principal 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 and thus a policy
election has been made to not include in the estimate of credit losses.
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.
The Company has adopted comprehensive lending policies, underwritin
g
standards and loan review procedures designed to
maximize loan income within an acceptable level of risk.
Reporting systems are used to monitor loan originations, loan ratings,
concentrations, loan delinquencies, nonperforming and potential problem
loans, and other credit quality metrics.
The ongoing
review of loan portfolio quality and trends by Management and the Credit
Risk Oversight Committee support the process for
estimating the allowance for credit losses.
Allowance for Credit Losses
The allowance for credit losses is a valuation account that is deducted from
the loans’ amortized cost basis to present the net
amount expected to be collected on the loans.
The allowance for credit losses is adjusted by a credit loss provision which is
reported in earnings, and reduced by the charge-off
of loan amounts, net of recoveries.
Loans are charged off against the
allowance when management believes the uncollectability of a loan
balance is confirmed.
Expected recoveries do not exceed the
aggregate of amounts previously charged-off
and expected to be charged-off.
Expected credit loss inherent in non-cancellable
off-balance sheet credit exposures is accounted for as a separate liability
included in other liabilities.
Management
estimates the allowance balance using relevant available information, from internal
and external sources, relating to
past events, current conditions, and reasonable and supportable forecasts.
Historical loan default and loss experience provides the
starting basis for the estimation of expected credit losses.
Adjustments to historical loss information incorporate management’s
view of current conditions and forecasts.
The methodology for estimating the amount of credit losses reported in
the allowance for credit losses has two basic components:
first, an asset-specific component involving loans that do not share risk
characteristics and the measurement of expected credit
losses for such individual loans; and second, a pooled component for
expected credit losses for pools of loans that share similar
risk characteristics.
71
Loans That Do Not Share Risk Characteristics (Individually
Analyzed)
Loans that do not share similar risk characteristics are evaluated on an individual
basis.
Loans deemed to be collateral dependent
have differing risk characteristics and are individually
analyzed to estimate the expected credit loss.
A loan is collateral
dependent when the borrower is experiencing financial difficulty
and repayment of the loan is dependent on the liquidation and
sale of the underlying collateral.
For collateral dependent loans where foreclosure is probable, the expected
credit loss is
measured based on the difference between the fair
value of the collateral (less selling cost) and the amortized cost basis of the
asset.
For collateral dependent loans where foreclosure is not probable,
the Company has elected the practical expedient allowed
by ASC 326-20 to measure the expected credit loss under the same approach as those
loans where foreclosure is probable.
For
loans with balances greater than $
250,000
the fair value of the collateral is obtained through independent appraisal of the
underlying collateral.
For loans with balances less than $
250,000
, the Company has made a policy election to measure expected
loss for these individual loans utilizing loss rates for similar loan types.
The aforementioned measurement criteria are applied for
collateral dependent troubled debt restructurings.
Loans That Share Similar Risk Characteristics (Pooled
Loans)
The general steps in determining expected credit losses for the pooled
loan component of the allowance are as follows:
●
Segment loans into pools according to similar risk characteristics
●
Develop historical loss rates for each loan pool segment
●
Incorporate the impact of forecasts
●
Incorporate the impact of other qualitative factors
●
Calculate and review pool specific allowance for credit loss estimate
A discounted cash flow (“DCF”) methodology is utilized to calculate expected
cash flows for the life of each individual loan.
The discounted present value of expected cash flow is then compared to
the loan’s amortized cost basis to determine
the credit
loss estimate.
Individual loan results are aggregated at the pool level in determining
total reserves for each loan pool.
The primary inputs used to calculate expected cash flows include historical
loss rates which reflect probability of default (“PD”)
and loss given default (“LGD”), and prepayment rates.
The historical look-back period is a key factor in the calculation of the PD
rate and is based on management’s assessment
of current and forecasted conditions and may vary by loan pool.
Loans subject to
the Company’s risk rating process are
further sub-segmented by risk rating in the calculation of PD rates.
LGD rates generally
reflect the historical average net loss rate by loan pool.
Expected cash flows are further adjusted to incorporate the impact of loan
prepayments which will vary by loan segment and interest rate conditions.
In general, prepayment rates are based on observed
prepayment rates occurring in the loan portfolio and consideration of forecasted
interest rates.
In developing loss rates, adjustments are made to incorporate the impact
of forecasted conditions.
Certain assumptions are also
applied, including the length of the forecast and reversion periods.
The forecast period is the period within which management is
able to make a reasonable and supportable assessment of future conditions.
The reversion period is the period beyond which
management believes it can develop a reasonable and supportable forecast,
and bridges the gap between the forecast period and
the use of historical default and loss rates.
The remainder period reflects the remaining life of the loan.
The length of the forecast
and reversion periods are periodically evaluated and based on management’s
assessment of current and forecasted conditions and
may vary by loan pool.
For purposes of developing a reasonable and supportable assessment
of future conditions, management
utilizes established industry and economic data points and sources,
including the Federal Open Market Committee forecast, with
the forecasted unemployment rate being a significant factor.
PD rates for the forecast period will be adjusted accordingly based
on management’s assessment of
future conditions.
PD rates for the remainder period will reflect the historical mean PD rate.
Reversion period PD rates reflect the difference between
forecast and remainder period PD rates calculated using a straight-line
adjustment over the reversion period.
Loss rates are further adjusted to account for other risk factors that impact loan
defaults and losses.
These adjustments are based
on management’s assessment of
trends and conditions that impact credit risk and resulting credit losses, more
specifically internal
and external factors that are independent of and not reflected in the quantitative
loss rate calculations.
Risk factors management
considers in this assessment include trends in underwriting standards,
nature/volume/terms of loan originations, past due loans,
loan review systems, collateral valuations, concentrations, legal/regulatory/pol
itical conditions, and the unforeseen impact of
natural disasters.
72
Allowance for Credit Losses on Off-Balance
Sheet Credit Exposures
The Company estimates expected credit losses over the contractual period
in which it is exposed to credit risk through a
contractual obligation to extend credit, unless that obligation is unconditionally
cancellable by the Company.
The allowance for
credit losses on off-balance sheet credit exposures is adjusted as a provision
for credit loss expense and is recorded in other
liabilities.
The estimate includes consideration of the likelihood that funding
will occur and an estimate of expected credit losses
on commitments expected to be funded over its estimated life and applies the
same estimated loss rate as determined for current
outstanding loan balances by segment.
Off-balance sheet credit exposures are identified and classified in the same categories as
the allowance for credit losses with similar risk characteristics that have
been previously mentioned.
Mortgage Banking Activities
Mortgage Loans Held for Sale and Revenue Recognition
Mortgage loans held for sale (“HFS”) are carried at fair value under the fair value
option with changes in fair value recorded in
mortgage banking revenues on the consolidated statements of
income. The fair value of mortgage loans held for sale committed to
investors is calculated using observable market information such
as the investor commitment, assignment of trade (AOT) or other
mandatory delivery commitment prices. The Company bases loans
committed to Agency investors based on the Agency’s
quoted
mortgage backed security (MBS) prices. The fair value of mortgage
loans held for sale not committed to investors is based on
quoted best execution secondary market prices. If no such quoted price
exists, the fair value is determined using quoted prices for
a similar asset or assets, such as MBS prices, adjusted for the specific attributes of
that loan, which would be used by other market
participants.
Gains and losses from the sale of mortgage loans held for sale are recognized based
upon the difference between the sales
proceeds and carrying value of the related loans upon sale and are recorded
in mortgage banking revenues on the consolidated
statements of income. Sales proceeds reflect the cash received from investors
through the sale of the loan and servicing release
premium. If the related mortgage loan is sold servicing retained, the MSR addition
is recorded in mortgage banking revenues on
the consolidated statements of income.
Mortgage banking revenues also includes the unrealized gains and losses associated
with
the changes in the fair value of mortgage loans held for sale, and the realized
and unrealized gains and losses from derivative
instruments.
Mortgage loans held for sale are considered sold when the Company surrenders
control over the financial assets. Control is
considered to have been surrendered when the transferred assets have been
isolated from the Company, beyond
the reach of the
Company and its creditors; the purchaser obtains the right (free of conditions
that constrain it from taking advantage of that right)
to pledge or exchange the transferred assets; and the Company does not
maintain effective control over the transferred assets
through either an agreement that both entitles and obligates the Company
to repurchase or redeem the transferred assets before
their maturity or the ability to unilaterally cause the holder to return specific
assets. The Company typically considers the above
criteria to have been met upon acceptance and receipt of sales proceeds
from the purchaser.
Government National Mortgage Association (GNMA) optional repurchase
programs allow financial institutions to buy back
individual delinquent mortgage loans that meet certain criteria from
the securitized loan pool for which the institution provides
servicing.
At the servicer’s option and without GNMA’s
prior authorization, the servicer may repurchase such a delinquent loan
for an amount equal to 100 percent of the remaining principal balance of
the loan.
Under Financial Accounting Standards Board
(“FASB”) ASC Topic
860, “Transfers and Servicing,” this buy-back
option is considered a conditional option until the
delinquency criteria are met, at which time the option becomes unconditional.
When the Company is deemed to have regained
effective control over these loans under the unconditional buy-back
option, the loans can no longer be reported as sold and must
be brought back onto the statement of financial condition,
regardless of whether there is intent to exercise the buy-back option.
These loans are reported in other assets with the offsetting liability
being reported in other liabilities.
Derivative Instruments (IRLC/Forward Commitments)
The Company holds and issues derivative financial instruments such as interest
rate lock commitments (IRLCs) and other forward
sale commitments. IRLCs are subject to price risk primarily related to
fluctuations in market interest rates. To
hedge the interest
rate risk on certain IRLCs, the Company uses forward sale commitments,
such as to-be-announced securities (TBAs) or
mandatory delivery commitments with investors. Management
expects these forward sale commitments to experience changes in
fair value opposite to the changes in fair value of the
IRLCs thereby reducing earnings volatility.
Forward sale commitments are
also used to hedge the interest rate risk on mortgage loans held for sale that
are not committed to investors and still subject to
price risk. If the mandatory delivery commitments are not fulfilled, the
Company pays a pair-off fee. Best effort
forward sale
commitments are also executed with investors, whereby certain loans
are locked with a borrower and simultaneously committed
to an investor at a fixed price. If the best effort IRLC does not fund,
there is no obligation to fulfill the investor commitment.
73
The Company considers various factors and strategies in determining
what portion of the IRLCs and uncommitted mortgage loans
held for sale to economically hedge.
All derivative instruments are recognized as other assets or other liabilities on
the
consolidated statements of financial condition at their fair value. Changes
in the fair value of the derivative instruments are
recognized in mortgage banking revenues on the consolidated
statements of income in the period in which they occur.
Gains and
losses resulting from the pairing-out of forward sale commitments are
recognized in mortgage banking revenues on the
consolidated statements of income. The Company accounts for
all derivative instruments as free-standing derivative instruments
and does not designate any for hedge accounting.
Mortgage Servicing Rights (“MSRs”) and Revenue Recognition
The Company sells residential mortgage loans in the secondary market and
may retain the right to service the loans sold. Upon
sale, an MSR asset is capitalized, which represents the then current fair value of
future net cash flows expected to be realized for
performing servicing activities.
As the Company has not elected to subsequently measure any class of
servicing assets under the
fair value measurement method, the Company follows the amortization
method.
MSRs are amortized to noninterest income
(other income) in proportion to and over the period of estimated net servicing
income, and assessed for impairment at each
reporting date.
MSRs are carried at the lower of the initial capitalized amount, net of accumulated amortization,
or estimated fair
value, and included in other assets, net, on the consolidated statements of financial
condition.
The Company periodically evaluates its MSRs asset for impairment.
Impairment is assessed based on fair value at each reporting
date using estimated prepayment speeds of the underlying mortgage
loans serviced and stratifications based on the risk
characteristics of the underlying loans (predominantly loan type and note
interest rate).
As mortgage interest rates fall,
prepayment speeds are usually faster and the value of the MSRs asset generally
decreases, requiring additional valuation reserve.
Conversely, as mortgage
interest rates rise, prepayment speeds are usually slower and the value of
the MSRs asset generally
increases, requiring less valuation reserve.
A valuation allowance is established, through a charge to earnings,
to the extent the
amortized cost of the MSRs exceeds the estimated fair value by stratification.
If it is later determined that all or a portion of the
temporary impairment no longer exists for a stratification, the valuation
is reduced through a recovery to earnings.
An other-than-
temporary impairment (i.e., recoverability is considered remote when
considering interest rates and loan pay off activity) is
recognized as a write-down of the MSRs asset and the related valuation allowance
(to the extent a valuation allowance is
available) and then against earnings.
A direct write-down permanently reduces the carrying value of the MSRs asset and
valuation allowance, precluding subsequent recoveries.
Derivative/Hedging Activities
At the inception of a derivative contract, the Company designates the derivative
as one of three types based on the Company's
intentions and belief as to the likely effectiveness as a hedge. These
three types are (1) a hedge of the fair value of a recognized
asset or liability or of an unrecognized firm commitment ("fair value
hedge"), (2) a hedge of a forecasted transaction or the
variability of cash flows to be received or paid related to a recognized
asset or liability ("cash flow hedge"), or (3) an instrument
with no hedging designation ("standalone derivative"). For a fair value hedge,
the gain or loss on the derivative, as well as the
offsetting loss or gain on the hedged item, are recognized
in current earnings as fair values change. For a cash flow hedge, the
gain or loss on the derivative is reported in other comprehensive income
and is reclassified into earnings in the same periods
during which the hedged transaction affects earnings.
For both types of hedges, changes in the fair value of derivatives that are
not highly effective in hedging the changes in fair value
or expected cash flows of the hedged item are recognized immediately in
current earnings. Net cash settlements on derivatives that qualify for
hedge accounting are recorded in interest income or interest
expense, based on the item being hedged. Net cash settlements on derivatives
that do not qualify for hedge accounting are
reported in non-interest income. Cash flows on hedges are classified in the cash flow
statement the same as the cash flows of the
items being hedged.
The Company formally documents the relationship between derivatives
and hedged items, as well as the risk-management
objective and the strategy for undertaking hedge transactions at the inception
of the hedging relationship. This documentation
includes linking fair value or cash flow hedges to specific assets and liabilities on
the statement of financial condition or to
specific firm commitments or forecasted transactions. The Company
also formally assesses, both at the hedge's inception and on
an ongoing basis, whether the derivative instruments that are used are
highly effective in offsetting changes in fair values or
cash
flows of the hedged items. The Company discontinues hedge accounting
when it determines that the derivative is no longer
effective in offsetting changes in the fair value
or cash flows of the hedged item, the derivative is settled or terminates, a hedged
forecasted transaction is no longer probable, a hedged firm commitment
is no longer firm, or treatment of the derivative as a
hedge is no longer appropriate or intended. When hedge accounting is discontinued,
subsequent changes in fair value of the
derivative are recorded as non-interest income. When a fair value hedge
is discontinued, the hedged asset or liability is no longer
adjusted for changes in fair value and the existing basis adjustment is amortized
or accreted over the remaining life of the asset or
liability. When a cash flow
hedge is discontinued but the hedged cash flows or forecasted transactions are still expected
to occur,
gains or losses that were accumulated in other comprehensive income
are amortized into earnings over the same periods, in which
the hedged transactions will affect earnings.
74
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. See Note 6 – Premises and
Equipment for additional information.
Leases
The Company has entered into various operating leases, primarily for
banking offices.
Generally, these leases have initial
lease
terms from one to ten years.
Many of the leases have one or more lease renewal options.
The exercise of lease renewal options is
at the Company’s sole discretion.
The Company does not consider exercise of any lease renewal options reasonably
certain.
Certain of the lease contain early termination options.
No renewal options or early termination options have been included in the
calculation of the operating right-of-use assets or operating lease liabilities.
Certain of the lease agreements provide for periodic
adjustments to rental payments for inflation.
At the commencement date of the lease, the Company recognizes a lease liability
at
the present value of the lease payments not yet paid, discounted using
the discount rate for the lease or the Company’s
incremental borrowing rate.
As the majority of the Company's leases do not provide an implicit rate, the
Company uses its
incremental borrowing rate at the commencement date in determining
the present value of lease payments.
The incremental
borrowing rate is based on the term of the lease.
Incremental borrowing rates on January 1, 2019 were used for operating leases
that commenced prior to that date.
At the commencement date, the Company also recognizes a right-of-use asset measured
at (i)
the initial measurement of the lease liability; (ii) any lease payments
made to the lessor at or before the commencement date less
any lease incentives received; and (iii) any initial direct costs incurred by the
lessee.
Leases with an initial term of 12 months or
less are not recorded on the Statement of Financial Condition.
For these short-term leases, lease expense is recognized on a
straight-line basis over the lease term.
The Company has no leases classified as finance leases.
See Note 7 – Leases for
additional information.
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 statement of financial condition date,
which is the cash surrender value adjusted for other charges or
other amounts due that are probable at settlement.
Goodwill and Other Intangibles
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.
Other intangible assets relate to customer intangibles
purchased as part of a business acquisition.
Intangible assets are tested for impairment at least annually or whenever changes in
circumstances indicate the carrying amount of the assets may not
be recoverable from future undiscounted cash flows.
See Note 8
– Goodwill and Other Intangibles 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. See Note 21 – Commitments and
Contingencies for additional information.
75
Noncontrolling Interest
To the extent
the Company’s interest in a consolidated
entity represents less than 100% of the entity’s
equity, the Company
recognizes noncontrolling interests in subsidiaries.
In the case of the CCHL acquisition (previously noted under Business
Combination), the noncontrolling interest represents equity which is redeemable
or convertible for cash at the option of the equity
holder and is classified within temporary equity in the mezzanine
section of the Consolidated Statements of Financial Condition.
The call/put option is redeemable at the option of either CCBG (call) or the
noncontrolling interest holder (put) on or after
January 1, 2025, and therefore, not entirely within CCBG’s
control.
The subsidiary's net income or loss and related dividends are
allocated to CCBG and the noncontrolling interest holder based on their relative
ownership percentages.
The noncontrolling
interest carrying value is adjusted on a quarterly basis to the higher of
the carrying value or current redemption value,
at the
Statement of Financial Condition date, through a corresponding adjustment
to retained earnings.
The redemption value is
calculated quarterly and is based on the higher of a predetermined book value
or pre-tax earnings multiple.
To the extent the
redemption value exceeds the fair value of the noncontrolling interest,
the Company’s earnings per share
attributable to common
shareowners is adjusted by that amount.
The Company uses an independent valuation expert to assist in estimating the fair value
of the noncontrolling interest using: 1) the discounted cash flow methodology
under the income approach,
and (2) the guideline
public company methodology under the market approach.
The estimated fair value is derived from equally weighting the result of
each of the two methodologies.
The estimation of the fair value includes significant assumptions concerning:
(1) projected loan
volumes; (2) projected pre-tax profit margins; (3) tax rates
and (4) discount rates.
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.
The Company files a consolidated federal income tax return and a separate
federal tax return for CCHL. 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 16 — 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.
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.
76
Revenue Recognition
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.
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.
Insurance Commissions – insurance commissions recorded by the
Company are received from various insurance carriers based on
contractual agreements to sell policies to customers on behalf of
the carriers. The performance obligation for the Company is to
sell life and health insurance policies to customers.
This performance obligation is met when a new policy is sold (effective
date)
or when an existing policy renews. New policies and renewals generally have a one
year term. In the agreements with the
insurance carriers, a commission rate is agreed upon. The commission
is recognized at the time of the sale of the policy (effective
date) or when a policy renews.
Insurance commissions are recorded within other noninterest income.
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.
77
Accounting Standard Updates
ASU 2020-04, "Reference Rate Reform (Topic
848).
ASU 2020-04 provides optional expedients and exceptions for applying
GAAP to loan and lease agreements, derivative contracts, and other
transactions affected by the anticipated transition away from
LIBOR toward new interest rate benchmarks. For transactions that are
modified because of reference rate reform and that meet
certain scope guidance (i) modifications of loan agreements should
be accounted for by prospectively adjusting the effective
interest rate and the modification will be considered "minor" so that any
existing unamortized origination fees/costs would carry
forward and continue to be amortized and (ii) modifications of lease agreements
should be accounted for as a continuation of the
existing agreement with no reassessments of the lease classification
and the discount rate or re-measurements of lease payments
that otherwise would be required for modifications not accounted for as separate
contracts. ASU 2020-04 also provides numerous
optional expedients for derivative accounting.
ASU 2020-04 is effective March 12, 2020 through December 31, 2022.
An entity
may elect to apply ASU 2020-04 for contract modifications as of January
1, 2020, or prospectively from a date within an interim
period that includes or is subsequent to March 12, 2020, up to the date
that the financial statements are available to be issued.
Once elected for a Topic
or an Industry Subtopic within the Codification, the amendments in this ASU must be
applied
prospectively for all eligible contract modifications for that Topic
or Industry Subtopic.
It is anticipated this ASU will simplify
any modifications executed between the selected start date (yet to be determined)
and December 31, 2022 that are directly related
to LIBOR transition by allowing prospective recognition of
the continuation of the contract, rather than extinguishment of the old
contract resulting in writing off unamortized fees/costs.
The Company believes the adoption of this guidance will not have a
material impact on its consolidated financial statements.
Further,
ASU 2021-01, “Reference Rate Reform (Topic
848): Scope,”
clarifies that certain optional expedients and exceptions in ASC 848 for
contract modifications and hedge accounting apply to
derivatives that are affected by the discounting transition.
ASU 2021-01 also amends the expedients and exceptions in ASC 848
to capture the incremental consequences of the scope clarification and
to tailor the existing guidance to derivative instruments.
The Company believes the adoption of this guidance will not have a material
impact on its consolidated financial statements.
78
Note 2
INVESTMENT SECURITIES
Investment Portfolio Composition
.
The following tables summarize the amortized cost and related fair value of investment
securities available-for-sale and securities held-to-maturity,
the corresponding amounts of gross unrealized gains and losses, and
allowance for credit losses.
Available for
Sale
Amortized
Unrealized
Unrealized
Allowance for
Fair
(Dollars in Thousands)
Cost
Gains
Losses
Credit Losses
Value
December 31, 2021
U.S. Government Treasury
$
190,409
$
65
$
2,606
$
-
$
187,868
U.S. Government Agency
238,490
1,229
2,141
-
237,578
States and Political Subdivisions
47,762
44
811
(15)
46,980
Mortgage-Backed Securities
89,440
27
598
-
88,869
Corporate Debt Securities
87,537
10
1,304
(21)
86,222
Other Securities
(1)
7,094
-
-
-
7,094
Total
$
660,732
$
1,375
$
7,460
$
(36)
$
654,611
December 31, 2020
U.S. Government Treasury
$
103,547
$
972
$
-
$
-
$
104,519
U.S. Government Agency
205,972
2,743
184
-
208,531
States and Political Subdivisions
3,543
89
-
-
3,632
Mortgage-Backed Securities
456
59
-
-
515
Other Securities
(1)
7,673
-
-
-
7,673
Total
$
321,191
$
3,863
$
184
$
-
$
324,870
Held to Maturity
Amortized
Unrealized
Unrealized
Fair
(Dollars in Thousands)
Cost
Gains
Losses
Value
December 31, 2021
U.S. Government Treasury
$
115,499
$
-
$
1,622
$
113,877
Mortgage-Backed Securities
224,102
2,819
1,099
225,822
Total
$
339,601
$
2,819
$
2,721
$
339,699
December 31, 2020
U.S. Government Treasury
$
5,001
$
13
$
-
$
5,014
Mortgage-Backed Securities
164,938
5,223
-
170,161
Total
$
169,939
$
5,236
$
-
$
175,175
(1)
Includes Federal Home Loan Bank and Federal Reserve Bank recorded
at cost of $
2.0
million and $
5.1
million, respectively,
at
December 31, 2021 and of $
2.9
million and $
4.8
million, respectively,
at December 31, 2020.
At December 31, 2021, the investment portfolio had $
0.9
million in equity securities.
These securities do not have a readily
determinable fair value and were not credit impaired.
Additionally, Mortgage-Backed
Securities at December 31, 2021 were
comprised solely of residential mortgages.
Securities with an amortized cost of $
463.8
million and $
308.2
million at December 31, 2021 and 2020, respectively,
were
pledged to secure public deposits and for other purposes.
At December 31, 2021 and 2020, there were no holdings of securities of any one
issuer, other than the U.S. Government and its
agencies, in an amount greater than 10% of shareowners’ equity.
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 fair value;
however, redemption of this stock has historically
been at par value.
79
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.
Investment Sales
. There were no significant sales of investment securities for each of the
last three years.
Maturity Distribution
.
The following table shows the Company’s
AFS and HTM investment securities maturity distribution
based on contractual maturity at December 31, 2021.
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.
Equity securities do not have a
contractual maturity date.
Available for
Sale
Held to Maturity
Amortized
Fair
Amortized
Fair
(Dollars in Thousands)
Cost
Value
Cost
Value
Due in one year or less
$
40,322
$
39,916
$
-
$
-
Due after one through five years
297,352
293,514
115,499
113,877
Due after five thru ten years
67,522
66,006
-
-
Mortgage-Backed Securities
89,440
88,869
224,102
225,822
U.S. Government Agency
159,002
159,212
-
-
Other Securities
7,094
7,094
-
-
Total
$
660,732
$
654,611
$
339,601
$
339,699
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:
Less Than 12 Months
Greater Than 12 Months
Total
Fair
Unrealized
Fair
Unrealized
Fair
Unrealized
(Dollars in Thousands)
Value
Losses
Value
Losses
Value
Losses
December 31, 2021
Available for
Sale
U.S. Government Treasury
$
172,206
$
2,606
$
-
$
-
$
172,206
$
2,606
U.S. Government Agency
127,484
1,786
17,986
355
145,470
2,141
States and Political Subdivisions
42,122
811
-
-
42,122
811
Mortgage-Backed Securities
81,832
598
-
-
81,832
598
Corporate Debt Securities
69,354
1,304
-
-
69,354
1,304
Total
492,998
7,105
17,986
355
510,984
7,460
Held to Maturity
U.S. Government Treasury
113,877
1,622
-
-
113,877
1,622
Mortgage-Backed Securities
115,015
1,099
-
-
115,015
1,099
Total
$
228,892
$
2,721
$
-
$
-
$
228,892
$
2,721
December 31, 2020
Available for
Sale
U.S. Government Agency
$
28,266
$
156
$
4,670
$
28
$
32,936
$
184
Total
28,266
156
4,670
28
32,936
184
At December 31, 2021, there were
401
positions (combined AFS and HTM securities) with unrealized losses totaling
$
10.2
million.
At December 31, 2020 there were
47
AFS securities with unrealized losses totaling $
0.2
million.
For 2021,
59
of these
of these positions were U.S. government treasury securities guaranteed
by the U.S. government.
234
of these positions were U.S.
government agency and mortgage-backed securities issued by U.S.
government sponsored entities.
The declines in the fair value
of these securities are attributable to changes in interest rates and not credit
quality.
44
of these positions were municipal bonds
and
64
were corporate debt securities.
A majority of the decline in fair value of these securities were attributable to
changes in
interest rates.
The Company recorded a provision for credit loss of $
36,000
in 2021 for certain municipal securities and
collateralized loan obligation securities.
No
ne of the securities held by the Company were past due or in nonaccrual status at
December 31, 2021.
80
Credit
Quality Indicators
The Company monitors the credit quality of its investment securities through
various risk management procedures, including the
monitoring of credit ratings.
A large portion of the debt securities in the Company’s
investment portfolio were issued by a U.S.
government entity or agency and are either explicitly or implicitly guaranteed
by the U.S. government.
The Company believes
the long history of no credit losses on these securities indicates that the
expectation of nonpayment of the amortized cost basis is
zero, even if the U.S. government were to technically default.
Further, certain municipal securities held
by the Company have
been pre-refunded and secured by government guaranteed
treasuries.
Therefore, for the aforementioned securities, the Company
does
not assess or record expected credit losses due to the zero loss assumption.
The Company monitors the credit quality of its
municipal and corporate securities portfolio via credit ratings which are
updated on a quarterly basis.
On a quarterly basis,
municipal and corporate securities in an unrealized loss position are
evaluated to determine if the loss is attributable to credit
related factors and if an allowance for credit loss is needed.
Note 3
LOANS HELD FOR INVESTMENT AND ALLOWANCE
FOR CREDIT LOSSES
Loan Portfolio Composition
.
The composition of the HFI loan portfolio at December 31 was as follows:
(Dollars in Thousands)
2021
2020
Commercial, Financial and Agricultural
(1)
$
223,086
$
393,930
Real Estate – Construction
174,394
135,831
Real Estate – Commercial Mortgage
663,550
648,393
Real Estate – Residential
(2)
360,021
352,543
Real Estate – Home Equity
187,821
205,479
Consumer
(3)
322,593
270,250
Loans Held for Investment, Net of Unearned Income
$
1,931,465
$
2,006,426
(1)
Includes SBA PPP loan balance of $
0.1
million and $
175.3
million for 2021 and 2020, respectively.
(2)
Includes loans in process with outstanding balances
of $
13.6
million and $
10.9
million for 2021 and 2020, respectively.
(3)
Includes overdraft balances of $
1.1
million and $
0.7
million for December 31, 2021 and 2020, respectively.
Net deferred costs, which include premiums on purchased loans, included
in loans were $
3.9
million at December 31, 2021 and
net deferred fees were $
0.1
million at December 31, 2020.
Net deferred fees at December 31, 2020 included $
3.2
million in net
fees for SBA PPP loans.
Accrued interest receivable on loans which is excluded from amortized
cost totaled $
5.3
million at December 31, 2021 and $
6.9
million at December 31, 2020, and is reported separately in Other Assets.
The Company has pledged a floating lien on certain 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.
Loan Purchases
.
The Company will periodically purchase newly originated 1-4 family real estate secured
adjustable rate loans
from CCHL, a related party effective on March 1, 2020 (see Note
1 – Significant Accounting Policies). These loan purchases
totaled $
97.5
million and $
48.4
million for the years ended December 31, 2021 and 2020, respectively,
and were not credit
impaired.
In addition, during 2021, the Company purchased $
17.4
million of commercial real estate loans from a third party that
were not credit impaired.
The Company transferred $
9.4
million of home equity loan from HFI to HFS during 2021.
There were
no
transfers during 2020.
Allowance for Credit Losses
.
The methodology for estimating the amount of credit losses reported in
the allowance for credit
losses (“ACL”) has two basic components: first, an asset-specific component
involving loans that do not share risk characteristics
and the measurement of expected credit losses for such individual loans;
and second, a pooled component for expected credit
losses for pools of loans that share similar risk characteristics.
This methodology is discussed further in Note 1 – Significant
Accounting Policies.
81
The following table details the activity in the allowance for credit losses by portfolio
segment 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.
Commercial,
Real Estate
Financial,
Real Estate
Commercial
Real Estate
Real Estate
(Dollars in Thousands)
Agricultural
Construction
Mortgage
Residential
Home Equity
Consumer
Total
2021
Beginning Balance
$
2,204
$
2,479
$
7,029
$
5,440
$
3,111
$
3,553
$
23,816
Provision for Credit Losses
(227)
813
(1,679)
(1,956)
(1,125)
1,332
(2,842)
Charge-Offs
(239)
-
(405)
(108)
(103)
(3,972)
(4,827)
Recoveries
453
10
865
753
413
2,965
5,459
Net (Charge-Offs) Recoveries
214
10
460
645
310
(1,007)
632
Ending Balance
$
2,191
$
3,302
$
5,810
$
4,129
$
2,296
$
3,878
$
21,606
2020
Beginning Balance
$
1,675
$
370
$
3,416
$
3,128
$
2,224
$
3,092
$
13,905
Impact of Adopting ASC 326
488
302
1,458
1,243
374
(596)
3,269
Provision for Credit Losses
578
1,757
1,865
940
486
3,409
9,035
Charge-Offs
(789)
-
(28)
(150)
(151)
(5,042)
(6,160)
Recoveries
252
50
318
279
178
2,690
3,767
Net (Charge-Offs) Recoveries
(537)
50
290
129
27
(2,352)
(2,393)
Ending Balance
$
2,204
$
2,479
$
7,029
$
5,440
$
3,111
$
3,553
$
23,816
2019
Beginning Balance
$
1,434
$
280
$
4,181
$
3,400
$
2,301
$
2,614
$
14,210
Provision for Credit Losses
664
371
(1,129)
(301)
178
2,244
2,027
Charge-Offs
(768)
(281)
(214)
(400)
(430)
(2,878)
(4,971)
Recoveries
345
-
578
429
175
1,112
2,639
Net (Charge-Offs) Recoveries
(423)
(281)
364
29
(255)
(1,766)
(2,332)
Ending Balance
$
1,675
$
370
$
3,416
$
3,128
$
2,224
$
3,092
$
13,905
The $
2.8
million decrease in the allowance for credit losses in 2021 reflected improvements in
forecasted economic conditions,
favorable loan migration and net loan recoveries totaling $
0.6
million, partially offset by incremental reserves needed for loan
growth (excluding SBA PPP).
The $
9.9
million increase in the allowance for credit losses in 2020 was attributable to the build of
reserves attributable to a deterioration in economic conditions, primarily
a higher rate of unemployment due to the COVID-19
pandemic and its potential effect on rates of default.
Three unemployment rate forecast scenarios continue to be utilized to
estimate probability of default and are weighted based on management’s
estimate of probability.
The mitigating impact of the
unprecedented fiscal stimulus, including direct payments
to individuals, increased unemployment benefits, as well as various
government sponsored loan programs, was also considered.
See Note 1 – Significant accounting policies for more on the
calculation of the provision for credit losses.
See Note 21 – Commitments and Contingencies for information on
the provision for
credit losses related to off-balance sheet commitments.
82
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”).
The following table presents the aging of the amortized cost basis in accruing
past due loans by class of loans at December 31,
30-59
60-89
90 +
Total
Total
Nonaccrual
Total
(Dollars in Thousands)
DPD
DPD
DPD
Past Due
Current
Loans
Loans
2021
Commercial, Financial and Agricultural
$
100
$
23
$
-
$
123
$
222,873
$
90
$
223,086
Real Estate – Construction
-
-
-
-
174,394
-
174,394
Real Estate – Commercial Mortgage
151
-
-
151
662,795
604
663,550
Real Estate – Residential
365
151
-
516
357,408
2,097
360,021
Real Estate – Home Equity
210
-
-
210
186,292
1,319
187,821
Consumer
1,964
636
-
2,600
319,781
212
322,593
Total
$
2,790
$
810
$
-
$
3,600
$
1,923,543
$
4,322
$
1,931,465
2020
Commercial, Financial and Agricultural
$
194
$
124
$
-
$
318
$
393,451
$
161
$
393,930
Real Estate – Construction
-
717
-
717
134,935
179
135,831
Real Estate – Commercial Mortgage
293
-
-
293
646,688
1,412
648,393
Real Estate – Residential
375
530
-
905
348,508
3,130
352,543
Real Estate – Home Equity
325
138
-
463
204,321
695
205,479
Consumer
1,556
342
-
1,898
268,058
294
270,250
Total
$
2,743
$
1,851
$
-
$
4,594
$
1,995,961
$
5,871
$
2,006,426
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 Company did not recognize a significant amount of interest income
on nonaccrual loans for the years ended December 31,
2021 and 2020.
The following table presents the amortized cost basis of loans in nonaccrual
status and loans past due over 90 days and still on
accrual by class of loans.
2021
2020
Nonaccrual
Nonaccrual
90 + Days
Nonaccrual
Nonaccrual
90 + Days
With No
With
Still
With No
With
Still
(Dollars in Thousands)
ACL
ACL
Accruing
ACL
ACL
Accruing
Commercial, Financial and Agricultural
$
67
$
23
$
-
$
-
$
161
$
-
Real Estate – Construction
-
-
-
-
179
-
Real Estate – Commercial Mortgage
-
604
-
1,075
337
-
Real Estate – Residential
928
1,169
-
1,513
1,617
-
Real Estate – Home Equity
463
856
-
-
695
-
Consumer
-
212
-
-
294
-
Total
$
1,458
$
2,864
$
-
$
2,588
$
3,283
$
-
83
Collateral Dependent Loans
.
The following table presents the amortized cost basis of collateral dependent loans
at December 31:
2021
2020
Real Estate
Non Real
Estate
Real Estate
Non Real
Estate
(Dollars in Thousands)
Secured
Secured
Secured
Secured
Commercial, Financial and Agricultural
$
-
$
67
$
-
$
-
Real Estate – Commercial Mortgage
455
-
3,900
-
Real Estate – Residential
1,645
-
3,022
-
Real Estate – Home Equity
649
-
219
-
Consumer
-
-
-
29
Total
$
2,749
$
67
$
7,141
$
29
A loan is collateral dependent when the borrower is experiencing financial
difficulty and repayment of the loan is dependent on
the sale or operation of the underlying collateral.
The Bank’s collateral dependent
loan portfolio is comprised primarily of real estate secured loans, collateralized
by either
residential or commercial collateral types.
The loans are carried at fair value based on current values determined by either
independent appraisals or internal evaluations, adjusted for selling costs or
other amounts to be deducted when estimating
expected net sales proceeds.
Residential Real Estate Loans In Process of Foreclosure
.
At December 31, 2021 and 2020, the Company had $
0.9
million and
$
1.6
million, respectively, in 1-4 family
residential real estate loans for which formal foreclosure proceedings were
in process.
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 credit losses on a loan-by-loan basis.
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.
At December 31, 2021, the Company had $
8.0
million in TDRs, of which $
7.6
million were performing in accordance with the
modified terms.
At December 31, 2020 the Company had $
14.3
million in TDRs, of which $
13.9
million were performing in
accordance with modified terms.
For TDRs, the Company estimated $
0.3
million and $
0.6
million of credit loss reserves at
December 31, 2021 and 2020, respectively.
The modifications made to TDRs involved either an extension of the loan term,
a principal
moratorium, a reduction in the interest
rate, or a combination thereof.
For the year ended December 31, 2021, there were
three
loans modified with a recorded
investment of $
0.6
million.
For the year ended December 31, 2020, there were
three
loans modified with a recorded investment
of $
0.2
million.
For the year ended December 31, 2019, there were
seven
loans modified with a recorded investment of $
0.5
million.
The financial impact of these modifications was not material.
For the years ended December 31, 2021 and 2020, there were
no
loans classified as TDRs, for which there was a payment default
and the loans were modified within the 12 months prior to default.
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 are used 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 loan
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.
84
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 conside
ration 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.
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 category includes personal installment loans,
direct and indirect automobile financing, and overdraft
lines of credit.
The majority of the consumer loan category 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 and 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 below 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.
Performing/Nonperforming – Loans within certain homogenous
loan pools (home equity and consumer) are not individually
reviewed, but are monitored for credit quality via the aging status of the loan
and by payment activity.
The performing or
nonperforming status is updated on an on-going basis dependent upon
improvement and deterioration in credit quality.
85
The following table summarizes gross loans held for investment at December
31, 2021
by years of origination and internally
assigned credit risk ratings (refer to Credit Risk Management section for detail
on risk rating system).
Term Loans by Origination Year
Revolving
(Dollars in Thousands)
2021
2020
2019
2018
2017
Prior
Loans
Total
Commercial, Financial,
Agricultural:
Pass
$
69,531
$
31,335
$
30,084
$
20,276
$
9,578
$
11,836
$
50,030
$
222,670
Special Mention
-
-
3
6
-
25
-
34
Substandard
35
10
67
178
46
46
-
382
Total
$
69,566
$
31,345
$
30,154
$
20,460
$
9,624
$
11,907
$
50,030
$
223,086
Real Estate -
Construction:
Pass
$
95,457
$
56,875
$
15,770
$
453
$
130
$
-
$
5,709
$
174,394
Total
$
95,457
$
56,875
$
15,770
$
453
$
130
$
-
$
5,709
$
174,394
Real Estate - Commercial
Mortgage:
Pass
$
173,502
$
134,418
$
79,969
$
79,575
$
55,417
$
91,938
$
21,508
$
636,327
Special Mention
7,004
-
1,760
2,639
426
5,374
1,000
18,203
Substandard
1,483
1,034
4,083
-
1,236
1,111
73
9,020
Total
$
181,989
$
135,452
$
85,812
$
82,214
$
57,079
$
98,423
$
22,581
$
663,550
Real Estate - Residential:
Pass
$
130,424
$
62,509
$
38,617
$
27,332
$
26,829
$
60,467
$
6,600
$
352,778
Special Mention
-
134
20
121
167
412
-
854
Substandard
1,651
-
1,038
806
218
2,676
-
6,389
Total
$
132,075
$
62,643
$
39,675
$
28,259
$
27,214
$
63,555
$
6,600
$
360,021
Real Estate - Home
Equity:
Performing
$
137
$
53
$
257
$
130
$
743
$
1,510
$
183,672
$
186,502
Nonperforming
-
-
18
-
-
78
1,223
1,319
Total
$
137
53
275
130
743
1,588
184,895
187,821
Consumer:
Performing
$
173,031
$
64,805
$
39,045
$
26,383
$
10,759
$
3,138
$
5,220
$
322,381
Nonperforming
58
44
37
66
1
6
-
212
Total
$
173,089
64,849
39,082
26,449
10,760
3,144
5,220
322,593
Note 4
MORTGAGE BANKING ACTIVITIES
The Company’s mortgage
banking activities at its subsidiary, CCHL, include
mandatory delivery loan sales, forward sales
contracts used to manage residential loan pipeline price risk, utilization
of warehouse lines to fund secondary market residential
loan closings, and residential mortgage servicing.
For the year ended December 31, 2020, information provided below reflects
CCHL activities for the period March 1, 2020 to December 31, 2020
and CCB legacy residential real estate activities for the
period January 1, 2020 to March 1, 2020.
86
Residential Mortgage Loan Production
The Company originates, markets, and services conventional and
government-sponsored residential mortgage loans.
Generally,
conforming fixed rate residential mortgage loans are held for sale in the
secondary market and non-conforming and adjustable-
rate residential mortgage loans may be held for investment.
The volume of residential mortgage loans originated for sale and
secondary market prices are the primary drivers of origination revenue.
Residential mortgage loan commitments are generally outstanding for 30
to 90 days, which represents the typical period from
commitment to originate a residential mortgage loan to when the closed
loan is sold to an investor.
Residential mortgage loan
commitments are subject to both credit and price risk.
Credit risk is managed through underwriting policies and procedures,
including collateral requirements, which are generally accepted by
the secondary loan markets.
Price risk is primarily related to
interest rate fluctuations and is partially managed through forward sales of
residential mortgage-backed securities (primarily to-be
announced securities, or TBAs) or mandatory delivery commitments with
investors.
The unpaid principal balance of residential mortgage loans held for sale,
notional amounts of derivative contracts related to
residential mortgage loan commitments and forward contract sales and their
related fair values are set forth below.
December 31, 2021
December 31, 2020
Unpaid Principal
Unpaid Principal
(Dollars in Thousands)
Balance/Notional
Fair Value
Balance/Notional
Fair Value
Residential Mortgage Loans Held for Sale
$
50,733
$
52,532
$
109,831
$
114,039
Residential Mortgage Loan Commitments ("IRLCs")
(1)
51,883
1,258
147,494
4,825
Forward Sales Contracts
(2)
48,000
(7)
158,500
(907)
$
53,783
$
117,957
(1)
Recorded in other assets at fair value
(2)
Recorded in other liabilities at fair value
Residential mortgage loans held for sale that were 30-69 days outstanding
totaled $
0.2
million at December 31, 2021 and loans
held for sale that were 90 days or more outstanding or on nonaccrual totaled $
0.6
million at December 31, 2020.
Mortgage banking revenues for the year ended December 31, was as follows:
(Dollars in Thousands)
2021
2020
Net realized gains on sales of mortgage loans
$
49,355
$
59,709
Net change in unrealized gain on mortgage loans held for sale
(2,410)
2,926
Net change in the fair value of mortgage loan commitments (IRLCs)
(3,567)
2,625
Net change in the fair value of forward sales contracts
900
284
Pair-Offs on net settlement of forward
sales contracts
2,956
(9,602)
Mortgage servicing rights additions
1,416
3,448
Net origination fees
3,775
3,954
Total mortgage banking
revenues
$
52,425
$
63,344
Residential Mortgage Servicing
The Company may retain the right to service residential mortgage loans
sold.
The unpaid principal balance of loans serviced for
others is the primary driver of servicing revenue.
87
The following represents a summary of mortgage servicing rights.
(Dollars in Thousands)
2021
2020
Number of residential mortgage loans serviced for others
2,106
1,796
Outstanding principal balance of residential mortgage loans serviced
for others
$
532,967
$
456,135
Weighted average
interest rate
3.59%
3.64%
Remaining contractual term (in months)
317
321
Conforming conventional loans serviced by the Company are sold to FNMA on
a non-recourse basis, whereby foreclosure losses
are generally the responsibility of FNMA and not the Company.
The government loans serviced by the Company are secured
through GNMA, whereby the Company is insured against loss by the Federal
Housing Administration or partially guaranteed
against loss by the Veterans
Administration.
At December 31, 2021, the servicing portfolio balance consisted of the following
loan types: FNMA (
60
%), GNMA (
9
%), and private investor (
31
%).
FNMA and private investor loans are structured as
actual/actual payment remittance.
The Company had $
2.0
million and $
4.9
million in delinquent residential mortgage loans currently in GNMA pools
serviced by
the Company at December 31, 2021 and 2020, respectively.
The right to repurchase these loans and the corresponding liability
has been recorded in other assets and other liabilities, respectively,
in the Consolidated Statements of Financial Condition.
For
the years ended December 31, 2021, the Company repurchased
$
2.8
million of GNMA delinquent or defaulted mortgage loans
with the intention to modify their terms and include the loans in new GNMA
pools.
The Company did
no
t repurchase any of
these loans for the year ended December 31, 2020.
Activity in the capitalized mortgage servicing rights for the year ended
December 31, was as follows:
(Dollars in Thousands)
2021
2020
Beginning balance
$
3,452
$
910
Additions due to loans sold with servicing retained
1,416
3,448
Deletions and amortization
(1,344)
(656)
Valuation
Allowance (temporary impairment)
250
(250)
Ending balance
$
3,774
$
3,452
The Company had
no
permanent impairment losses on its mortgage servicing rights for the years
ended December 31, 2021 and
2020.
The key unobservable inputs used in determining the fair value of the Company’s
mortgage servicing rights at December 31, was
as follows:
2021
2020
Minimum
Maximum
Minimum
Maximum
Discount rates
11.00%
15.00%
11.00%
15.00%
Annual prepayment speeds
11.98%
23.79%
13.08%
23.64%
Cost of servicing (per loan)
$
60
73
$
90
110
Changes in residential mortgage interest rates directly affect
the prepayment speeds used in valuing the Company’s
mortgage
servicing rights.
A separate third party model is used to estimate prepayment speeds based on interest rates, housing
turnover
rates, estimated loan curtailment, anticipated defaults, and other relevant
factors.
The weighted average annual prepayment speed
was
15.85
% at December 31, 2021 and
17.10
% at December 31, 2020.
88
Warehouse
Line Borrowings
The Company has the following warehouse lines of credit and master repurchase
agreements with various financial institutions at
December 31, 2021.
Amounts
(Dollars in Thousands)
Outstanding
$
75
million master repurchase agreement without defined expiration.
Interest is at the Prime rate minus
1.00%
to plus
1.00%
, with a floor rate of
3.25%
.
A cash pledge deposit of $
0.5
million is required by the lender.
$
11,607
$
75
million warehouse line of credit agreement expiring in
November 2022
.
Interest is at the SOFR plus
2.25%
to
3.25%
.
17,371
$
28,978
Warehouse
line borrowings are classified as short-term borrowings.
At December 31, 2020, warehouse line borrowings totaled
$
74.8
million.
At December 31, 2021, the Company had mortgage loans held for sale and construction
permanent loans pledged
as collateral under the above warehouse lines of credit and master repurchase agreements.
The above agreements also contain
covenants which include certain financial requirements, including
maintenance of minimum tangible net worth, minimum liquid
assets and maximum debt to net worth ratio, as defined in the agreements.
The Company was in compliance with all significant
debt covenants at December 31, 2021.
The Company intends to renew the warehouse lines of credit and master repurchase
agreements when they mature.
The Company has extended a $
50
million warehouse line of credit to CCHL, a
51
% owned subsidiary entity.
Balances and
transactions under this line of credit are eliminated in the Company’s
consolidated financial statements and thus not included in
the total short term borrowings noted on the consolidated statement of
financial condition.
The balance of this line of credit at
December 31, 2021 was $
14.8
million.
Note 5
DERIVATIVES
The Company enters into derivative financial instruments to manage exposures
that arise from business activities that result in the
receipt or payment of future known and uncertain cash amounts, the value of
which are determined by interest rates.
The
Company’s derivative financial
instruments are used to manage differences in the amount, timing,
and duration of the Company’s
known or expected cash receipts and its known or expected cash payments
principally related to the Company’s
subordinated
debt.
Cash Flow Hedges of Interest Rate Risk
Interest rate swaps with notional amounts totaling $
30
million at December 31, 2021 were designed as a cash flow hedge for
subordinated debt.
Under the swap arrangement, the Company will pay a fixed interest rate of
2.50
% and receive a variable
interest rate based on three-month LIBOR plus a weighted average
margin of
1.83
%.
For derivatives designated and that qualify as cash flow hedges of interest rate
risk, the gain or loss on the derivative is recorded
in accumulated other comprehensive income (“AOCI”) and subsequently
reclassified into interest expense in the same period(s)
during which the hedged transaction affects earnings. Amounts
reported in accumulated other comprehensive income related to
derivatives will be reclassified to interest expense as interest payments
are made on the Company’s variable-rate
subordinated
debt.
The following table reflects the cash flow hedges included in the consolidated
statements of financial condition.
Statement of Financial
Notional
Fair
Weighted Average
(Dollars in Thousands)
Condition Location
Amount
Value
Maturity (Years)
Interest rate swaps related to subordinated debt:
December 31, 2021
Other Assets
$
30,000
$
2,050
8.5
December 31, 2020
Other Assets
$
30,000
$
574
9.5
The following table presents the net gains (losses) recorded in AOCI and
the consolidated statements of income related to the
cash flow derivative instruments (interest rate swaps related to subordinated debt).
89
Amount of Gain
Amount of Gain
(Loss) Recognized
(Loss) Reclassified
(Dollars in Thousands)
Category
in AOCI
from AOCI to Income
December 31, 2021
Interest Expense
$
1,530
$
(151)
December 31, 2020
Interest Expense
$
428
$
(64)
The Company estimates there will be approximately $
0.1
million reclassified as an increase to interest expense within the next 12
months.
At December 31, 2021 and 2020, the Company had a collateral liability of
$
2.0
million and $
0.5
million, respectively.
Note 6
PREMISES AND EQUIPMENT
The composition of the Company's premises and equipment at December 31 was as follows:
(Dollars in Thousands)
2021
2020
Land
$
23,575
$
23,744
Buildings
110,503
114,306
Fixtures and Equipment
57,010
55,916
Total
191,088
193,966
Accumulated Depreciation
(107,676)
(107,175)
Premises and Equipment, Net
$
83,412
$
86,791
Depreciation expense for the above premises and equipment was approximately
$
7.6
million, $
7.0
million, and $
6.3
million in
2021, 2020, and 2019, respectively
.
Note 7
LEASES
Operating leases in which the Company is the lessee are recorded as operating
lease right of use (“ROU”) assets and operating
liabilities, included in other assets and liabilities, respectively,
on its consolidated statement of financial condition.
Operating lease ROU assets represent the Company’s
right to use an underlying asset during the lease term and operating lease
liabilities represent the Company’s
obligation to make lease payments arising from the lease.
ROU assets and operating lease
liabilities are recognized at lease commencement based on the present value of
the remaining lease payments using a discount rate
that represents the Company’s incremental
borrowing rate at the lease commencement date.
Operating lease expense, which is
comprised of amortization of the ROU asset and the implicit interest accreted
on the operating lease liability,
is recognized on a
straight-line basis over the lease term, and is recorded in occupancy expense in
the consolidated statement of income.
The Company’s operating
leases primarily relate to banking offices with remaining lease
terms from
one
to
forty-four years
.
The
Company’s leases are not complex
and do not contain residual value guarantees, variable lease payments, or
significant
assumptions or judgments made in applying the requirements of Topic
842.
Operating leases with an initial term of 12 months or
less are not recorded on the consolidated statements of financial condition
and the related lease expense is recognized on a
straight-line basis over the lease term.
At December 31, 2021, ROU assets and liabilities were $
11.5
million and $
12.2
million,
respectively.
At December 31, 2020, the operating lease ROU assets and liabilities were $
12.0
million and $
12.8
million,
respectively.
The Company does not have any finance leases or any significant lessor agreements.
90
The table below summarizes our lease expense and other information at
December 31, related to the Company’s
operating leases:
(Dollars in Thousands)
2021
2020
2019
Operating lease expense
$
1,445
$
1,018
$
325
Short-term lease expense
663
530
120
Total lease expense
$
2,108
$
1,548
$
445
Other information:
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases
$
1,609
$
1,174
$
331
Right-of-use assets obtained in exchange for new operating lease liabilities
784
11,101
1,739
Weighted-average
remaining lease term — operating leases (in years)
25.3
25.4
6.8
Weighted-average
discount rate — operating leases
2.0
%
2.1
%
2.9
%
The table below summarizes the maturity of remaining lease liabilities:
(Dollars in Thousands)
December 31, 2021
2022
$
1,499
2023
1,129
2024
1,088
2025
911
2026
835
2027 and thereafter
10,364
Total
$
15,826
Less: Interest
(3,658)
Present value of lease liability
$
12,168
At December 31, 2021, the Company had four additional operating
lease obligations for banking offices (to be constructed)
that
have not yet commenced.
Three of the leases have payments totaling $
9.3
million based on the initial contract term of
15
years
and the fourth lease has payments totaling $
1.4
million based on the initial contract term of
10
years.
Payments for the banking
offices are expected to commence after the construction periods
end, which are expected to occur during the fourth quarter of
2022
and first quarter of 2023.
A related party is the lessor in an operating lease with the Company.
The Company’s minimum
payment is $
0.2
million annually
through 2024, for an aggregate remaining obligation of $
0.6
million at December 31, 2021.
Note 8
GOODWILL AND OTHER INTANGIBLES
At December 31, 2021 and 2020, the Company had goodwill of $
91.8
million and $
89.1
million, respectively.
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.
On April 30, 2021, a newly formed subsidiary of CCBG, Capital City Strategic Wealth,
LLC (“CCSW”) acquired substantially all
of the assets of Strategic Wealth
Group, LLC and certain related businesses (“SWG”), including advisory,
service, and insurance
carrier agreements, and the assignment of all related revenues thereof.
Under the terms of the purchase agreement, SWG
principles became officers of CCSW and will continue the operation
of their five offices in South Georgia offering
wealth
management services and comprehensive risk management and asset protection
services for individuals and businesses.
CCBG
paid $
4.5
million in cash consideration and recorded goodwill of $
2.8
million and a customer relationship intangible asset (
10
year
life) of $
1.6
million.
Amortization expense related to the customer relationship intangible totaled
$
0.1
million in 2021. The
estimated amortization expense for each of the ten succeeding fiscal years is $
0.2
million per year.
91
On March 1, 2020, CCB completed its acquisition of a
51
% membership interest in Brand Mortgage Group, LLC (“Brand”),
which is now operated as Capital City Home Loans (“CCHL”).
See Note 1 – Significant Accounting Policies/Business
Combination for additional information.
CCB made a $
7.1
million cash payment for its
51
% membership interest and recorded
goodwill totaling $
4.3
million in connection with this acquisition.
During the fourth quarter of 2021, the Company performed its annual goodwill
impairment testing and determined that
no
goodwill impairment existed at December 31, 2021 and
no
goodwill impairment existed at December 31, 2020.
The Company
will continue to evaluate goodwill for impairment as defined by ASC Topic
350.
Note 9
OTHER REAL ESTATE
OWNED
The following table presents other real estate owned activity at December 31,
(Dollars in Thousands)
2021
2020
2019
Beginning Balance
$
808
$
953
$
2,229
Additions
1,717
2,297
1,298
Valuation
Write-Downs
(31)
(792)
(300)
Sales
(2,809)
(1,650)
(2,274)
Other
332
-
-
Ending Balance
$
17
$
808
$
953
Net expenses applicable to other real estate owned for the three years ended December
31, was as follows:
(Dollars in Thousands)
2021
2020
2019
Gains from the Sale of Properties
$
(1,711)
$
(1,218)
$
(244)
Losses from the Sale of Properties
18
33
159
Rental Income from Properties
-
-
(4)
Property Carrying Costs
174
497
335
Valuation
Adjustments
31
792
300
Total
$
(1,488)
$
104
$
546
Note 10
DEPOSITS
The composition of the Company's interest bearing deposits at December 31 was as follows:
(Dollars in Thousands)
2021
2020
NOW Accounts
$
1,070,154
$
1,046,408
Money Market Accounts
274,611
266,649
Savings Deposits
599,811
474,100
Time Deposits
99,374
101,594
Total Interest Bearing
Deposits
$
2,043,950
$
1,888,751
At December 31, 2021 and 2020, $
1.1
million and $
0.7
million, respectively, in
overdrawn deposit accounts were reclassified as
loans.
The amount of time deposits that meet or exceed the FDIC insurance limit of $250,000
totaled $
10.0
million and $
8.5
million at
December 31, 2021 and 2020, respectively.
92
At December 31, the scheduled maturities of time deposits were as follows:
(Dollars in Thousands)
2021
2022
$
81,504
2023
9,453
2024
4,885
2025
1,877
2026 and thereafter
1,655
Total
$
99,374
Interest expense on deposits for the three years ended December 31, was as follows:
(Dollars in Thousands)
2021
2020
2019
NOW Accounts
$
294
$
930
$
5,502
Money Market Accounts
134
223
946
Savings Deposits
263
207
182
Time Deposits < $250,000
145
179
201
Time Deposits > $250,000
3
9
9
Total
$
839
$
1,548
$
6,840
Note 11
SHORT-TERM BORROWINGS
Short-term borrowings included the following:
(Dollars in Thousands)
Federal Funds
Purchased
Securities
Sold Under
Repurchase
Agreements
(1)
Other
Short-Term
Borrowings
(2)
2021
Balance at December 31
$
-
$
4,955
$
29,602
Maximum indebtedness at any month end
-
6,755
58,309
Daily average indebtedness outstanding
2
5,762
47,748
Average rate paid
for the year
2.39
%
0.04
%
2.84
%
Average rate paid
on period-end borrowings
-
%
0.04
%
2.36
%
2020
Balance at December 31
$
-
$
4,851
$
74,803
Maximum indebtedness at any month end
-
5,922
94,071
Daily average indebtedness outstanding
2
5,384
63,733
Average rate paid
for the year
2.56
%
0.10
%
4.36
%
Average rate paid
on period-end borrowings
-
%
0.04
%
3.00
%
2019
Balance at December 31
$
-
$
6,065
$
339
Maximum indebtedness at any month end
-
9,141
3,746
Daily average indebtedness outstanding
47
6,180
3,047
Average rate paid
for the year
2.85
%
0.91
%
1.73
%
Average rate paid
on period-end borrowings
-
%
0.46
%
4.11
%
(1)
Balances are fully collateralized by government treasury or agency securities held in the Company's investment portfolio.
(2)
Comprised of FHLB advances totaling $
0.6
million and warehouse lines of credit totaling $
29.0
million at December 31, 2021.
93
Note 12
LONG-TERM BORROWINGS
Federal Home Loan Bank Advances.
FHLB long-term advances totaled $
0.9
million at December 31, 2021 and $
2.2
million at
December 31, 2020.
The advances mature at varying dates from 2022 through 2025 and had a weighted-average rate of 3.37%
and 3.47% at December 31, 2021 and 2020, respectively.
The FHLB advances are collateralized by a floating lien on certain 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 was paid in full at December 31, 2021 and totaled $
0.9
million at December 31, 2020.
Scheduled minimum future principal payments on our other long-term
borrowings at December 31 were as follows:
(Dollars in Thousands)
2021
2022
$
312
2023
257
2024
199
2025
116
Total
$
884
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 - 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 $
0.9
million 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.
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.
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 $
0.9
million 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, 2021, 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.
94
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.
Note 13
INCOME TAXES
The provision for income taxes reflected in the statements of comprehensive
income is comprised of the following components:
(Dollars in Thousands)
2021
2020
2019
Current:
Federal
$
12,039
$
8,625
$
8,481
State
1,044
1,658
247
13,083
10,283
8,728
Deferred:
Federal
(3,246)
(143)
(680)
State
(10)
130
1,913
Change in Valuation
Allowance
8
(40)
(8)
(3,248)
(53)
1,225
Total:
Federal
8,793
8,482
7,801
State
1,034
1,788
2,160
Change in Valuation
Allowance
8
(40)
(8)
Total
$
9,835
$
10,230
$
9,953
Income taxes provided were different than the tax expense
computed by applying the statutory federal income tax rate of
21
% to
pre-tax income as a result of the following:
(Dollars in Thousands)
2021
2020
2019
Tax Expense at Federal
Statutory Rate
$
10,385
$
11,106
$
8,560
Increases (Decreases) Resulting From:
Tax-Exempt Interest
Income
(271)
(341)
(425)
State Taxes, Net of Federal
Benefit
819
1,413
1,342
Other
375
601
294
Change in Valuation
Allowance
8
(40)
(8)
Tax-Exempt Cash Surrender
Value
Life Insurance Benefit
(173)
(173)
(175)
Expense Due to Reduction of Florida Corporate Income Tax
Rate
-
-
365
Noncontrolling Interest
(1,308)
(2,336)
-
Actual Tax Expense
$
9,835
$
10,230
$
9,953
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.
95
The net deferred tax asset and the temporary differences comprising
that balance at December 31, 2021 and 2020 are as follows:
(Dollars in Thousands)
2021
2020
Deferred Tax Assets Attributable
to:
Allowance for Credit Losses
$
5,308
$
6,037
Accrued Pension/SERP
4,468
16,052
State Net Operating Loss and Tax
Credit Carry-Forwards
1,984
2,335
Other Real Estate Owned
1,029
1,066
Accrued SERP Liability
2,442
2,104
Lease Liability
2,597
2,581
Net Unrealized Losses on Investment Securities
1,532
-
Other
2,325
2,637
Total Deferred
Tax Assets
$
21,685
$
32,812
Deferred Tax Liabilities
Attributable to:
Depreciation on Premises and Equipment
$
3,208
$
4,408
Deferred Loan Fees and Costs
2,016
2,824
Intangible Assets
3,276
3,290
Accrued Pension Liability
2,138
4,723
Right of Use Asset
2,453
2,411
Investments
469
469
Other
857
1,165
Total Deferred
Tax Liabilities
14,417
19,290
Valuation
Allowance
1,648
1,640
Net Deferred Tax Asset
$
5,620
$
11,882
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 and certain state tax credit carry-forwards expected
to expire prior to utilization, will be realized.
Accordingly, a valuation
allowance of $
1.6
million is recorded at December 31, 2021.
At December 31, 2021, the Company had
state loss and tax credit carry-forwards of approximately $
2.0
million, which expire at various dates from
2022
through
2041
.
The Company had $
0.1
million in unrecognized tax benefits at December 31, 2021 for tax positions relating to
current-year
operations.
The Company had no unrecognized tax benefits at December 31, 2020 and December
31, 2019.
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 consolidated
statements of income for the years ended December 31, 2021, 2020, and 2019.
There were
no
amounts accrued in the
consolidated statements of financial condition for penalties and interest
as of December 31, 2021 and 2020.
The Company files a consolidated U.S. federal income tax return and a separate
U.S. federal income tax return for CCHL. Each
subsidiary files 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 2018.
Note 14
STOCK-BASED COMPENSATION
At December 31, 2021, the Company had three stock-based compensation
plans, consisting of the 2021 Associate Incentive Plan
(“AIP”), the 2021 Associate Stock Purchase Plan (“ASPP”), and
the 2021 Director Stock Purchase Plan (“DSPP”).
These plans,
which were approved by the shareowners in April 2021, replaced substantially
similar plans approved by the shareowners in
2011.
Total compensation
expense associated with these plans for 2019 through 2021 was $
2.2
million, $
1.6
million, and $
1.6
million, respectively.
96
AIP.
The AIP allows key associates and directors to earn various forms of equity-based
incentive compensation.
Under the 2021
AIP there were
700,000
shares reserved for issuance.
On an annual basis, the Company,
pursuant to the terms and conditions of
the AIP,
will create an annual incentive plan (“Plan”),
under which all participants are eligible to earn performance shares.
Awards
for associates under the 2021 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 2021 was approximately
$
1.0
million.
Approximately
60
% of the award is
in the form of stock and
40
% in the form of a cash bonus.
For 2021, a total of
25,356
shares were eligible for issuance, but
additional shares could be earned if performance exceeded established goals.
A total of
29,926
shares were earned for 2021 that
were issued in January 2022.
For 2021, Directors earned
10,377
shares under the plan. The Company recognized expense of $
1.2
million, $
1.0
million and $
0.9
million for the years ended December 31, 2021, 2020 and 2019, respectively related
to the AIP.
Executive Long-Term
Incentive Plan (“LTIP”)
.
The Company has 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.,
Thomas A. Barron, the President of CCB, and J. Kimbrough Davis, Chief Financial
Officer of the Company to earn shares based
on the compound annual growth rate in diluted earnings per share over
a three-year period.
The Company recognized expense of
$
0.2
million, $
0.4
million and $
1.2
million for the years ended December 31, 2021, 2020 and 2019, respectively.
Shares issued
under the plan were
27,915
,
32,482
, and
15,272
for the years ended December 31, 2021, 2020 and 2019, respectively.
A total of
6,849
shares were earned in 2021 that were issued in January 2022.
After deducting the shares earned, but not issued, in 2021 under the AIP and LTIP,
603,251
shares remain eligible for issuance
under the 2021 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 2021 DSPP,
there were
300,000
shares reserved for issuance.
The Company recognized $
0.1
million in expense under the DSPP for the years ended December 31, 2021, 2020
and 2019.
The Company issued shares under
the DSPP totaling
19,362
,
16,119
and
15,332
for the years ended December 31, 2021, 2020 and 2019, respectively.
At December
31, 2021, there are
280,638
shares eligible for issuance under the 2021 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 2021 ASPP,
there were
400,000
shares of common stock
reserved for issuance.
The Company recognized $
0.1
million, $
0.2
million and $
0.1
million in expense under the ASPP for the
years ended December 31, 2021, 2020 and 2019, respectively.
The Company issued shares under the ASPP totaling
22,126
,
33,910
and
27,304
for the years ended December 31, 2021, 2020 and 2019, respectively.
At December 31, 2021,
377,874
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 $
3.96
for 2021.
For 2020 and 2019, the weighted average fair value purchase right granted was
$
5.83
and $
3.61
, 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:
2021
2020
2019
Dividend yield
2.5
%
2.4
%
2.0
%
Expected volatility
21.8
%
45.6
%
17.4
%
Risk-free interest rate
0.1
%
0.9
%
2.3
%
Expected life (in years)
0.5
0.5
0.5
Note 15
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.
On December 30,
2019, the plan was amended to remove plan eligibility for new associates hired after
December 31, 2019.
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.
97
(Dollars in Thousands)
2021
2020
2019
Change in Projected Benefit Obligation:
Benefit Obligation at Beginning of Year
$
212,566
$
180,830
$
149,347
Service Cost
6,971
5,828
6,114
Interest Cost
4,885
5,612
6,178
Actuarial (Gain) Loss
(14,934)
32,172
25,715
Benefits Paid
(2,087)
(11,677)
(6,255)
Expenses Paid
(259)
(260)
(269)
Settlements
(34,634)
-
-
Special/Contractual Termination
Benefits
-
61
-
Projected Benefit Obligation at End of Year
$
172,508
$
212,566
$
180,830
Change in Plan Assets:
Fair Value
of Plan Assets at Beginning of Year
$
171,775
$
161,646
$
134,535
Actual Return on Plan Assets
30,479
17,066
28,635
Employer Contributions
-
5,000
5,000
Benefits Paid
(2,087)
(11,677)
(6,255)
Expenses Paid
(259)
(260)
(269)
Settlements
(34,634)
-
-
Fair Value
of Plan Assets at End of Year
$
165,274
$
171,775
$
161,646
Funded Status of Plan and Accrued Liability Recognized at End of Year:
Other Liabilities
$
7,234
$
40,791
$
19,184
Accumulated Benefit Obligation at End of Year
$
149,569
$
177,362
$
156,327
Components of Net Periodic Benefit Costs:
Service Cost
$
6,971
$
5,828
$
6,114
Interest Cost
4,885
5,612
6,178
Expected Return on Plan Assets
(11,147)
(10,993)
(9,527)
Amortization of Prior Service Costs
15
15
15
Special/Contractual Termination
Benefits
-
61
-
Net Loss Amortization
6,764
3,933
3,862
Net Loss Settlements
3,072
-
-
Net Periodic Benefit Cost
$
10,560
$
4,456
$
6,642
Weighted-Average
Assumptions Used to Determine Benefit Obligation:
Discount Rate
3.11%
2.88%
3.53%
Rate of Compensation Increase
(1)
4.40%
4.00%
4.00%
Measurement Date
12/31/21
12/31/20
12/31/19
Weighted-Average
Assumptions Used to Determine Benefit Cost:
Discount Rate
2.88%
3.53%
4.43%
Expected Return on Plan Assets
6.75%
7.00%
7.25%
Rate of Compensation Increase
(1)
4.00%
4.00%
4.00%
Amortization Amounts from Accumulated Other Comprehensive Income:
Net Actuarial Loss (Gain)
$
(34,265)
$
26,098
$
6,606
Prior Service Cost
(15)
(15)
(15)
Net Loss
(9,836)
(3,933)
(3,862)
Deferred Tax (Benefit)
Expense
11,183
(5,615)
(694)
Other Comprehensive Loss (Gain), net of tax
$
(32,933)
$
16,535
$
2,035
Amounts Recognized in Accumulated Other Comprehensive Income:
Net Actuarial Losses
$
15,300
$
59,400
$
37,235
Prior Service Cost
20
35
50
Deferred Tax Benefit
(3,884)
(15,066)
(9,451)
Accumulated Other Comprehensive Loss, net of tax
$
11,436
$
44,369
$
27,834
(1)
The Company utilized an age-graded approach that varies the rate based
on the age of the participants.
98
During 2021, lump sum payments made under the Company’s
defined benefit pension plan triggered settlement accounting.
In
accordance with the applicable accounting guidance for defined
benefit plans, the Company recorded a settlement loss of $
3.1
million.
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.
The Company expects to recognize $
1.7
million of the net actuarial loss reflected in accumulated other comprehensive income
at
December 31, 2021 as a component of net periodic benefit cost during 2022.
Plan Assets.
The Company’s pension
plan asset allocation at December 31, 2021 and 2020, and the target
asset allocation for
2021 are as follows:
Target
Percentage of Plan
Allocation
Assets at December 31
(1)
2022
2021
2020
Equity Securities
68
%
73
%
71
%
Debt Securities
27
%
23
%
21
%
Cash and Cash Equivalents
5
%
4
%
8
%
Total
100
%
100
%
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 22 – Fair Value
Measurements).
(Dollars in Thousands)
2021
2020
Level 1:
U.S. Treasury Securities
$
200
$
405
Mutual Funds
156,726
155,192
Cash and Cash Equivalents
6,881
12,789
Level 2:
U.S. Government Agency
527
1,555
Corporate Notes/Bonds
940
1,834
Total Fair Value
of Plan Assets
$
165,274
$
171,775
99
Expected Benefit Payments.
At December 31, expected benefit payments related to the defined benefit pension
plan were as
follows:
(Dollars in Thousands)
2021
2022
$
13,463
2023
12,567
2024
12,774
2025
12,703
2026
12,070
2027 through 2031
51,009
Total
$
114,586
Contributions.
The following table details the amounts contributed to the pension plan in 2021
and 2020, and the expected
amount to be contributed in 2022.
Expected
Contribution
(Dollars in Thousands)
2020
2021
2022
(1)
Actual Contributions
$
5,000
$
-
$
-
- $
5,000
(1)
For 2022, 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”) and
a Supplemental Executive Retirement Plan II
(“SERP II”) 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 SERP II was adopted by the Company’s Board
on May 21, 2020 and covers
certain executive officers that were not covered by
the SERP.
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.
100
(Dollars in Thousands)
2021
2020
2019
Change in Projected Benefit Obligation:
Benefit Obligation at Beginning of Year
$
13,402
$
10,244
$
8,860
Service Cost
35
31
-
Interest Cost
243
321
349
Actuarial (Gain) Loss
(146)
1,826
1,035
Plan Amendments
-
980
-
Projected Benefit Obligation at End of Year
$
13,534
$
13,402
$
10,244
Funded Status of Plan and Accrued Liability Recognized at End of Year:
Other Liabilities
$
13,534
$
13,402
$
10,244
Accumulated Benefit Obligation at End of Year
$
12,803
$
12,339
$
8,778
Components of Net Periodic Benefit Costs:
Service Cost
$
35
$
31
$
-
Interest Cost
243
321
349
Amortization of Prior Service Cost
277
327
-
Net Loss Amortization
970
503
761
Net Periodic Benefit Cost
$
1,525
$
1,182
$
1,110
Weighted-Average
Assumptions Used to Determine Benefit Obligation:
Discount Rate
2.80%
2.38%
3.16%
Rate of Compensation Increase
(1)
4.40%
4.00%
4.00%
Measurement Date
12/31/21
12/31/20
12/31/19
Weighted-Average
Assumptions Used to Determine Benefit Cost:
Discount Rate
2.38%
3.16%
4.23%
Rate of Compensation Increase
(1)
4.00%
3.50%
3.50%
Amortization Amounts from Accumulated Other Comprehensive Income:
Net Actuarial
(Gain) Loss
$
(146)
$
1,826
$
1,035
Prior Service (Benefit) Cost
(219)
895
-
Net Loss
(970)
(458)
(761)
Deferred Tax (Benefit)
Expense
154
(573)
(70)
Other Comprehensive (Gain) Loss, net of tax
$
(1,181)
$
1,690
$
204
Amounts Recognized in Accumulated Other Comprehensive Income:
Net Actuarial Loss
$
1,875
$
2,991
$
1,622
Prior Service Cost
429
895
-
Deferred Tax Benefit
(584)
(985)
(411)
Accumulated Other Comprehensive Loss, net of tax
$
1,720
$
2,901
$
1,211
(1)
The Company utilized an age-graded approach that varies the rate based
on the age of the participants.
The Company expects to recognize approximately $
1.0
million of the net actuarial loss reflected in accumulated other
comprehensive income at December 31, 2021 as a component of net periodic
benefit cost during 2022.
101
Expected Benefit Payments
. As of December 31, expected benefit payments related to the SERP were as follows:
(Dollars in Thousands)
2021
2022
$
7,521
2023
4,994
2024
952
2025
36
2026
28
2027 through 2031
316
Total
$
13,847
401(k) Plan
The Company has a 401(k) Plan which enables CCB and CCBG 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.
Further, in addition to the
50
% match, all associates hired after December
31, 2019 will receive annually a contribution by the Company equal to
3
% of their compensation.
For 2021, the Company made
annual matching contributions of $
1.0
million.
For 2020 and 2019, the Company made annual matching contributions of $
0.8
million and $
0.7
million, respectively.
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.
CCHL, a
51
% owned subsidiary of the Company has a 401(k) Plan available to
all CCHL associates who are employed.
The plan
allows 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.
A discretionary matching contribution is determined annually by CCHL.
For 2021 and 2020, matching contributions were made by CCHL up to
3
% of eligible participant's compensation totaling $
0.7
million and $
0.5
million, respectively.
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 2021,
2020 and 2019.
Note 16
EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted
earnings per share:
(Dollars and Per Share Data in Thousands)
2021
2020
2019
Numerator:
Net Income Attributable to Common Shareowners
$
33,396
$
31,576
$
30,807
Denominator:
Denominator for Basic Earnings Per Share Weighted
-Average Shares
16,863
16,785
16,770
Effects of Dilutive Securities Stock Compensation
Plans
30
37
57
Denominator for Diluted Earnings Per Share Adjusted Weighted
-Average
Shares and Assumed Conversions
16,893
16,822
16,827
Basic Earnings Per Share
$
1.98
$
1.88
$
1.84
Diluted Earnings Per Share
$
1.98
$
1.88
$
1.83
102
Note 17
REGULATORY
MATTERS
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 15.
Management believes, at December 31, 2021 and 2020, that the Company
and the Bank meet all capital adequacy requirements to
which they are subject.
At December 31, 2021, 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, 2021 and 2020 are
presented in the following table.
103
To Be Well
-
Capitalized Under
Required
Prompt
For Capital
Corrective
Actual
Adequacy Purposes
Action Provisions
(Dollars in Thousands)
Amount
Ratio
Amount
Ratio
Amount
Ratio
2021
Common Equity Tier 1:
CCBG
$
310,947
13.86%
$
100,925
4.50%
*
*
CCB
346,959
15.50%
100,725
4.50%
$
145,491
6.50%
Tier 1 Capital:
CCBG
361,947
16.14%
134,566
6.00%
*
*
CCB
346,959
15.50%
134,300
6.00%
179,066
8.00%
Total
Capital:
CCBG
384,743
17.15%
179,422
8.00%
*
*
CCB
369,754
16.52%
179,066
8.00%
223,833
10.00%
Tier 1 Leverage:
CCBG
361,947
8.95%
161,749
4.00%
*
*
CCB
346,959
8.59%
161,515
4.00%
201,894
5.00%
2020
Common Equity Tier 1:
CCBG
$
281,494
13.71%
$
92,424
4.50%
*
*
CCB
302,147
14.75%
92,177
4.50%
$
133,145
6.50%
Tier 1 Capital:
CCBG
332,494
16.19%
123,232
6.00%
*
*
CCB
302,147
14.75%
122,903
6.00%
163,870
8.00%
Total
Capital:
CCBG
355,338
17.30%
164,310
8.00%
*
*
CCB
324,991
15.87%
163,870
8.00%
204,838
10.00%
Tier 1 Leverage:
CCBG
332,494
9.33%
142,560
4.00%
*
*
CCB
302,147
8.49%
142,280
4.00%
177,850
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 2022, the bank subsidiary may declare dividends without regulatory approval
of
$
43.0
million plus an additional amount equal to net profits of the Company’s
subsidiary bank for 2022 up to the date of any such
dividend declaration.
Note 18
ACCUMULATED 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.
104
The following table shows the amounts allocated to accumulated other
comprehensive income (loss).
Accumulated
Securities
Other
Available
Interest Rate
Retirement
Comprehensive
(Dollars in Thousands)
for Sale
Swap
Plans
(Loss) Income
Balance as of January 1, 2021
$
2,700
$
428
$
(47,270)
$
(44,142)
Other comprehensive (loss) income during the period
(7,288)
1,102
34,114
27,928
Balance as of December 31, 2021
$
(4,588)
$
1,530
$
(13,156)
$
(16,214)
Balance as of January 1, 2020
$
864
$
-
$
(29,045)
$
(28,181)
Other comprehensive income (loss) during the period
1,836
428
(18,225)
(15,961)
Balance as of December 31, 2020
$
2,700
$
428
$
(47,270)
$
(44,142)
Balance as of January 1, 2019
$
(2,008)
$
-
$
(26,807)
$
(28,815)
Other comprehensive income (loss) during the period
2,872
-
(2,238)
634
Balance as of December 31, 2019
$
864
$
-
$
(29,045)
$
(28,181)
Note 19
RELATED PARTY
TRANSACTIONS
At December 31, 2021 and 2020, certain officers and directors were indebted
to the Company’s bank subsidiary
in the aggregate
amount of $
3.8
million and $
4.3
million, respectively.
During 2021, $
2.4
million in new loans were made and repayments totaled
$
2.9
million.
These loans were all current at year-end.
Deposits from certain directors, executive officers, and
their related interests totaled $
50.1
million and $
41.9
million at December
31, 2021 and 2020, 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 $
0.2
million, to be adjusted for inflation in future years.
William G. Smith, III, the son of our Chairman,
President and Chief Executive Officer,
William G. Smith, Jr.,
is employed as
President, Leon County at Capital City Bank.
In 2021, William G. Smith, III’s
total compensation (consisting of annual base
salary, annual bonus,
and stock-based compensation) was determined in accordance with
the Company’s standard employment
and compensation practices applicable to associates with similar responsibilities
and positions.
Note 20
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)
2021
2020
2019
Legal Fees
$
1,411
$
1,570
$
1,722
Professional Fees
5,633
4,863
4,345
Telephone
2,975
2,869
2,645
Advertising
2,683
2,998
2,056
Processing Services
6,569
5,832
5,779
Insurance – Other
2,096
1,607
1,007
Pension – Other
1,913
(216)
1,642
Other
12,242
11,396
9,079
Total
$
35,522
$
30,919
$
28,275
105
Note 21
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:
2021
2020
(Dollars in Thousands)
Fixed
Variable
Total
Fixed
Variable
Total
Commitments to Extend Credit
(1)
$
217,531
$
505,897
$
723,428
$
160,372
$
596,572
$
756,944
Standby Letters of Credit
5,205
-
5,205
6,550
-
6,550
Total
$
222,736
$
505,897
$
728,633
$
166,922
$
596,572
$
763,494
(1)
Includes unfunded loans, revolving lines of credit, and other unused commitments at CCB and the CCHL residential loan pipeline.
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.
The allowance for credit losses for off-balance sheet credit commitments
that are not unconditionally cancellable by the bank is
adjusted as a provision for credit loss expense and is recorded in other liabilities.
The following table shows the activity in the
allowance.
(Dollars in Thousands)
2021
2020
2019
Beginning Balance
$
1,644
$
157
$
160
Impact of Adoption of ASC 326
-
876
-
Provision for Credit Losses
1,253
611
(3)
Ending Balance
$
2,897
$
1,644
$
157
Other Commitments
.
In the normal course of business, the Company enters into lease commitments
which are classified as
operating leases.
See Note 7 – Leases for additional information on the maturity of the Company’s
operating lease commitments.
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.
106
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.
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.
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.
Conversion ratio payments and ongoing fixed quarterly charges
are reflected in earnings in the period incurred.
Payments during
2021 totaled $
0.8
million.
Payments totaled $
0.7
million and $
0.6
million for the years 2020 and 2019, respectively.
Note 22
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.
Loans Held for Sale
. The fair value of residential mortgage loans held for sale based on Level 2 inputs is determined,
when
possible, using either quoted secondary-market prices or investor commitments.
If no such quoted price exists, the fair value is
determined using quoted prices for a similar asset or assets, adjusted for
the specific attributes of that loan, which would be used
by other market participants. The Company has elected the fair value option
accounting for its held for sale loans.
Mortgage Banking Derivative Instruments.
The fair values of interest rate lock commitments are derived by valuation
models
incorporating market pricing for instruments with similar characteristics, commonly
referred to as best execution pricing, or
investor commitment prices for best effort IRLCs which have
unobservable inputs, such as an estimate of the fair value of the
servicing rights expected to be recorded upon sale of the loans, net estimated costs to
originate the loans, and the pull-through
rate, and are therefore classified as Level 3 within the fair value hierarchy.
The fair value of forward sale commitments is based
on observable market pricing for similar instruments and are therefore
classified as Level 2 within the fair value hierarchy.
107
Interest Rate Swap.
The Company’s derivative positions are
classified as level 2 within the fair value hierarchy and are valued
using models generally accepted in the financial services industry and
that use actively quoted or observable market input values
from external market data providers. The fair value derivatives are determined
using discounted cash flow models.
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, 2021, there was $
0.1
million payable.
No
amounts were payable at December 31, 2020.
A summary of fair values for assets and liabilities at December 31 consisted
of the following:
(Dollars in Thousands)
Level 1
Level 2
Level 3
Total
Fair
Inputs
Inputs
Inputs
Value
2021
ASSETS:
Securities Available for
Sale:
U.S. Government Treasury
$
187,868
$
-
$
-
$
187,868
U.S. Government Agency
-
237,578
-
237,578
States and Political Subdivisions
-
46,980
-
46,980
Mortgage-Backed Securities
-
88,869
-
88,869
Corporate Debt Securities
-
86,222
-
86,222
Other Securities
-
7,094
-
7,094
Held for Sale Loans
-
52,532
-
52,532
Interest Rate Swap Derivative
-
2,050
-
2,050
Mortgage Banking IRLC Derivative
-
-
1,258
1,258
Mortgage Servicing Rights
$
-
$
-
$
4,718
$
4,718
LIABILITIES:
Mortgage Banking Hedge Derivative
$
-
$
7
$
-
$
7
2020
ASSETS:
Securities Available for
Sale:
U.S. Government Treasury
$
104,519
$
-
$
-
$
104,519
U.S. Government Agency
-
208,531
-
208,531
State and Political Subdivisions
-
3,632
-
3,632
Mortgage-Backed Securities
-
515
-
515
Other Securities
-
7,673
-
7,673
Held for Sale Loans
-
114,039
-
114,039
Interest Rate Swap Derivative
-
574
-
574
Mortgage Banking IRLC Derivative
$
-
$
-
$
4,825
$
4,825
LIABILITIES:
Mortgage Banking Hedge Derivative
$
-
$
907
$
-
$
907
Mortgage Banking Activities.
The Company had Level 3 issuances and transfers of $
31.3
million and $
47.7
million for year
ended December 31, 2021 related to mortgage banking activities.
The Company had Level 3 issuances and transfers of $
50.7
million and $
56.0
million for the period March 1, 2020 to December 31, 2020.
Issuances are valued based on the change in fair
value of the underlying mortgage loan from inception of the IRLC to the statement of
financial condition date, adjusted for pull-
through rates and costs to originate.
IRLCs transferred out of Level 3 represent IRLCs that were funded and moved
to mortgage
loans held for sale, at fair value.
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.
108
Collateral Dependent 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.
Collateral dependent 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.
Collateral dependent loans had a carrying value of $
2.8
million with a valuation allowance of
$
0.2
million at December 31, 2021.
Collateral dependent loans had a carrying value of $
7.1
million with a valuation allowance of
$
0.1
million at December 31, 2020.
Other Real Estate Owned
.
During 2021 and 2020, certain foreclosed assets, upon initial recognition, were
measured and reported
at fair value through a charge-off to the allowance
for credit 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.
Mortgage Servicing Rights
. Residential mortgage loan servicing rights are evaluated for impairment
at each reporting period
based upon the fair value of the rights as compared to the carrying amount.
Fair value is determined by a third party valuation
model using estimated prepayment speeds of the underlying mortgage
loans serviced and stratifications based on the risk
characteristics of the underlying loans (predominantly loan type and note
interest rate).
The fair value is estimated using Level 3
inputs, including a discount rate, weighted average prepayment speed,
and the cost of loan servicing.
Further detail on the key
inputs utilized are provided in Note 4 – Mortgage Banking Activities.
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”.
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.
Pursuant to the adoption of ASU 2016-01,
Recognition
and Measurement of Financial Assets and Financial
Liabilities
, the values reported reflect 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.
109
A summary of estimated fair values of significant financial instruments at December
31 consisted of the following:
2021
(Dollars in Thousands)
Carrying
Level 1
Level 2
Level 3
Value
Inputs
Inputs
Inputs
ASSETS:
Cash
$
65,313
$
65,313
$
-
$
-
Short-Term Investments
970,041
970,041
-
-
Investment Securities, Available
for Sale
654,611
187,868
466,743
-
Investment Securities, Held to Maturity
339,601
113,877
225,822
-
Equity Securities
(1)
861
-
861
-
Loans Held for Sale
52,532
-
52,532
-
Other Equity Securities
(2)
2,848
-
2,848
-
Interest Rate Swap Derivative
2,050
-
2,050
-
Mortgage Servicing Rights
3,774
-
-
4,718
Mortgage Banking IRLC Derivative
1,258
-
-
1,258
Loans, Net of Allowance for Credit Losses
$
1,909,859
$
-
$
-
$
1,903,640
LIABILITIES:
Deposits
$
3,712,862
$
-
$
3,713,478
$
-
Short-Term
Borrowings
34,557
-
34,557
-
Subordinated Notes Payable
52,887
-
42,609
-
Long-Term Borrowings
884
-
938
-
Mortgage Banking Hedge Derivative
$
7
$
-
$
7
$
-
(1)
Not readily marketable securities.
(2)
Accounted for under the equity method - not readily marketable securities -
reflected in other assets.
2020
(Dollars in Thousands)
Carrying
Level 1
Level 2
Level 3
Value
Inputs
Inputs
Inputs
ASSETS:
Cash
$
67,919
$
67,919
$
-
$
-
Short-Term Investments
860,630
860,630
-
-
Investment Securities, Available
for Sale
324,870
104,519
220,351
-
Investment Securities, Held to Maturity
169,939
5,014
170,161
-
Loans Held for Sale
114,039
-
114,039
-
Other Equity Securities
(1)
3,589
-
3,589
-
Interest Rate Swap Derivative
574
-
574
-
Mortgage Servicing Rights
3,452
-
-
3,451
Mortgage Banking IRLC Derivative
4,825
-
-
4,825
Loans, Net of Allowance for Credit Losses
$
1,982,610
$
-
$
-
$
1,990,740
LIABILITIES:
Deposits
$
3,217,560
$
-
$
3,217,615
$
-
Short-Term
Borrowings
79,654
-
79,654
-
Subordinated Notes Payable
52,887
-
43,449
-
Long-Term Borrowings
3,057
-
3,174
-
Mortgage Banking Hedge Derivative
$
907
$
-
$
907
$
-
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.
110
Note 23
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)
2021
2020
ASSETS
Cash and Due From Subsidiary Bank
$
25,768
$
39,718
Equity Securities
120
-
Investment in Subsidiary Bank
415,580
342,958
Goodwill and Other Intangibles
4,158
-
Other Assets
7,866
6,530
Total Assets
$
453,492
$
389,206
LIABILITIES
Long-Term Borrowings
$
-
$
900
Subordinated Notes Payable
52,887
52,887
Other Liabilities
17,439
14,582
Total Liabilities
$
70,326
$
68,369
SHAREOWNERS’ EQUITY
Common Stock, $
.01
par value;
90,000,000
shares authorized;
16,892,060
and
16,790,573
shares
issued and outstanding at December 31, 2021 and 2020, respectively
169
168
Additional Paid-In Capital
34,423
32,283
Retained Earnings
364,788
332,528
Accumulated Other Comprehensive Loss, Net of Tax
(16,214)
(44,142)
Total Shareowners’
Equity
383,166
320,837
Total Liabilities and Shareowners’
Equity
$
453,492
$
389,206
111
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)
2021
2020
2019
OPERATING INCOME
Income Received from Subsidiary Bank:
Administrative Fees
$
5,516
$
6,068
$
6,517
Dividends
10,000
21,000
19,000
Other Income
174
193
203
Total Operating
Income
15,690
27,261
25,720
OPERATING EXPENSE
Salaries and Associate Benefits
3,558
3,418
3,928
Interest on Subordinated Notes Payable
1,233
1,514
2,381
Professional Fees
1,113
1,079
1,196
Advertising
134
140
157
Legal Fees
589
456
391
Other
2,087
1,673
1,711
Total Operating
Expense
8,714
8,280
9,764
Earnings Before Income Taxes
and Equity in Undistributed
Earnings of Subsidiary Bank
6,976
18,981
15,956
Income Tax Benefit
(717)
(406)
(632)
Earnings Before Equity in Undistributed Earnings of Subsidiary Bank
7,693
19,387
16,588
Equity in Undistributed Earnings of Subsidiary Bank
25,703
12,189
14,219
Net Income
$
33,396
$
31,576
$
30,807
112
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)
2021
2020
2019
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net Income
$
33,396
$
31,576
$
30,807
Adjustments to Reconcile Net Income to Net Cash Provided By
Operating Activities:
Equity in Undistributed Earnings of Subsidiary Bank
(25,703)
(12,189)
(14,219)
Stock Compensation
843
892
1,569
Amortization of Intangible Asset
107
-
-
Increase in Other Assets
(21)
(217)
(445)
Increase in Other Liabilities
3,131
1,900
1,557
Net Cash Provided By Operating Activities
$
11,753
$
21,962
$
19,269
CASH FROM INVESTING ACTIVITIES:
Purchase of Equity Securities
$
(120)
$
-
$
-
Net Cash Paid for Acquisition
(4,482)
-
-
Increase in Investment in Subsidiaries
(10,770)
-
-
Net Cash Used in Investing Activities
$
(15,372)
$
-
$
-
CASH FROM FINANCING ACTIVITIES:
Repayment of Long-Term
Borrowings
(900)
(600)
(600)
Dividends Paid
(10,459)
(9,567)
(8,047)
Issuance of Common Stock Under Compensation Plans
1,028
1,041
1,054
Payments to Repurchase Common Stock
-
(2,042)
(1,805)
Net Cash Used In Financing Activities
$
(10,331)
$
(11,168)
$
(9,398)
Net (Decrease) Increase in Cash
(13,950)
10,794
9,871
Cash at Beginning of Year
39,718
28,924
19,053
Cash at End of Year
$
25,768
$
39,718
$
28,924
113
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, 2021, 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, 2021,
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.
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.
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).
As allowed for by the SEC under the current year acquisition scope exception,
management’s assessment of
the effectiveness of the internal control over financial reporting excluded
the evaluation of internal
controls over financial reporting of Capital City Strategic Wealth,
Inc.,
which was acquired on April 30, 2021.
As part of this
acquisition, we recorded approximately $4.5 million in total assets.
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, 2021.
BKD, LLP,
an independent registered public accounting firm, has audited our
consolidated financial statements as of and for the
year ended December 31, 2021, and opined as to the effectiveness of
internal control over financial reporting at December 31,
2021, as stated in its attestation report, which is included herein on page 114.
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.
114
Report of Independent Registered Public Accounting Firm
To the Shareowners,
Board of Directors and Audit Committee
Capital City Bank Group, Inc.
Tallahassee, Florida
Opinion on the Internal Control over Financial Reporting
We have audited
Capital City Bank Group, Inc.’s (the Company)
internal control over financial reporting as of December 31,
2021, based on criteria established in
Internal Control – Integrated Framework: (2013)
issued by the Committee of Sponsoring
Organizations of the Treadway
Commission (COSO).
In our opinion, the Company maintained, in all material respects, effective
internal control over financial reporting as of
December 31, 2021, based on criteria established in
Internal Control – Integrated Framework: (2013)
issued by COSO.
As permitted, the Company excluded the operations of Capital City Strategic Wealth,
Inc., which was acquired on April 30, 2021
and constituted approximately 0.11% of total
assets, from the scope of management’s
report on internal control over financial
reporting.
As such, Capital City Strategic Wealth
has also been excluded from the scope of our audit of internal control over
financial reporting.
We also have audited,
in accordance with the standards of the Public Company Accounting Oversight Board (United
States)
(PCAOB), the consolidated financial statements of the Company and
our report dated March 1, 2022, 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 and testing and evaluating the design and operating effectiveness
of internal control based on the assessed risk.
Our audit also included performing such other procedures as we considered
necessary in the circumstances.
We believe that our
audit provides a reasonable basis for our opinion.
Definitions 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 reliable 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.
BKD, LLP
Little Rock, Arkansas
March 1, 2022
115
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 26, 2022.
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
26, 2022.
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related
Shareowners Matters.
Information required by Item 12 of Form 10-K is incorporated by reference
from the information contained in the sections
captioned “Share Ownership” and “Equity Compensation Plan Information”
in the Registrant’s Proxy Statement relating to its
Annual Meeting of Shareowners to be held April 26, 2022.
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 26, 2022.
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 26, 2022.
116
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
2021 and 2020
Consolidated Statements of Income for Fiscal Years
2021, 2020, and 2019
Consolidated Statements of Comprehensive Income for Fiscal Years
2021, 2020, and 2019
Consolidated Statements of Changes in Shareowners’ Equity for
Fiscal Years
2021, 2020, and 2019
Consolidated Statements of Cash Flows for Fiscal Years
2021, 2020, and 2019
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
Amended and Restated Articles of Incorporation - incorporated herein by reference to Exhibit 3.1 of
the Registrant’s Form 8-K (filed 5/3/21) (No. 0-13358).
3.2
Amended and Restated Bylaws - incorporated herein by reference to Exhibit 3.2 of the Registrant’s
Form 8-K (filed 5/3/21) (No. 0-13358).
4.1
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.
4.2
Capital City Bank Group, Inc. 2021 Director Stock Purchase Plan - incorporated herein by reference to
Exhibit 4.3 of the Registrant’s Form S-8 (filed 5/14/21) (No. 333-256134).
4.3
Capital City Bank Group, Inc. 2021 Associate Stock Purchase Plan - incorporated herein by reference
to Exhibit 4.4 of the Registrant’s Form S-8 (filed 5/14/21) (No. 333-256134).
4.4
Capital City Bank Group, Inc. 2021 Associate Incentive Plan - incorporated herein by reference to
Exhibit 4.5 of the Registrant’s Form S-8 (filed 5/14/21) (No. 333-256134).
4.5
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.
10.1
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).
10.2
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).
10.3
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).
10.6
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).
10.7
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).
117
10.8
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).
11
Statement re Computation of Per Share Earnings.*
14
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).
21
Capital City Bank Group, Inc. Subsidiaries, as of December 31, 2021.**
23.1
Consent of Independent Registered Public Accounting Firm.**
23.2
Consent of Independent Registered Public Accounting Firm.**
31.1
Certification of CEO pursuant to Securities and Exchange Act Section 302 of the Sarbanes-Oxley Act
of 2002.**
31.2
Certification of CFO pursuant to Securities and Exchange Act Section 302 of the Sarbanes-Oxley Act
of 2002.**
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.**
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.**
101.SCH
XBRL Taxonomy
Extension Schema Document**
101.CAL
XBRL Taxonomy
Extension Calculation Linkbase Document**
101.LAB
XBRL Taxonomy
Extension Label Linkbase Document**
101.PRE
XBRL Taxonomy
Extension Presentation Linkbase Document**
101.DEF
XBRL Taxonomy
Extension Definition Linkbase Document**
*
Information required to be presented in Exhibit 11
is provided in Note 14 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.
118
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 1, 2022, 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 1, 2022 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)
119
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 1, 2022, on its behalf by the undersigned, thereunto
duly authorized.
Directors:
/s/ Robert Antoine
/s/ Kimberly Crowell
Robert Antoine
Kimberly Crowell
/s/ Thomas A. Barron
/s/ Bonnie Davenport
Thomas A. Barron
Bonnie Davenport
/s/ Allan G. Bense
/s/ Eric Grant
Allan G. Bense
Eric Grant
/s/ William Butler
/s/ Laura Johnson
William Butler
Laura Johnson
/s/ Stanley W. Connally,
Jr.
/s/ John G. Sample, Jr.
Stanley W.
Connally, Jr
John G. Sample, Jr
/s/ Cader B. Cox, III
/s/ William G. Smith, Jr.
Cader B. Cox, III
William G. Smith, Jr.
/s/ Marshall M. Criser III
/s/ Ashbel C. Williams
Marshall M. Criser III
Ashbel C. Williams
/s/ J. Everitt Drew
J. Everitt Drew