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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
DC
20549
___________________________________
FORM
10-K/A
(Amendment No. 1)
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended
December 31, 2022
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 every Interactive Data File required to be submitted
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 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.
☒
If securities are registered pursuant to Section 12(b) of the Act,
indicate by check mark whether the financial statements
of the registrant included in the filing reflect
the correction of an error to previously issued financial statements
.
☒
Indicate by check mark whether any of those error corrections
are restatements that required a recovery analysis of
incentive-based compensation received by any of
the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).
☒
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, 2022, the last business day
of the registrant’s most recently completed second fiscal quarter, was approximately $
359,832,091
(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 28, 2023
Common Stock, $0.01 par value per share
17,016,994
DOCUMENTS INCORPORATED BY REFERENCE
Portions of our Proxy Statement for the Annual Meeting of Shareowners held on April 25, 2023, are incorporated by reference in Part III.
2
EXPLANATORY NOTE
Capital City Bank Group, Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-K/A (the “Amendment” or “Form
10-K/A”) to amend and restate certain items in its Annual Report on Form 10-K for the fiscal year ended December 31, 2022,
originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 1, 2023 (the “Original Form 10-K”).
Except as described below, no other information included in the Original Form 10-K is being amended or updated by this
Amendment and this Amendment does not purport to reflect any information or events subsequent to the filing of the Original
Form 10-K.
Restatement Background
As previously disclosed in the Company’s Current Report on Form 8-K filed with the SEC on November 13, 2023, the Company
identified certain inter-company transactions between its subsidiaries, Capital City Home Loans Inc. (“CCHL”), and Capital City
Bank (“CCB”), involving residential mortgage loan purchases that were not properly recorded. The inaccuracies materially
impacted the Company’s previously issued financial statements as of and for the annual period ended December 31, 2022, the
three months ended March 31, 2022 and 2023, the three and six months ended June 30, 2022 and 2023, and the three and nine
months ended September 30, 2022 (the “Impacted Financials”). In connection with these transactions, CCHL recorded mortgage
banking revenue and a mortgage servicing right. On an ongoing basis, CCHL recognized noninterest income for servicing these
loans on behalf of CCB.
Because these inter-company transactions were not properly eliminated and net loan fees were not properly recorded,
management, after discussion with the Company’s independent registered public accounting firm, FORVIS, LLP (“FORVIS”),
and the chair of the Audit Committee of the Company’s Board of Directors, determined that the Impacted Financials should no
longer be relied upon, and certain consolidated statement of financial condition line items, including loans, allowance for credit
losses, other assets, other liabilities, and equity, and consolidated statement of income line items, including mortgage banking
revenues, loan interest income, compensation expense, other income, income taxes, and net income, needed to be restated. For
additional information on the restatements, see “Part II – Item 8. Financial Statements and Supplementary – Note 1 – Restatement
of Previously Issued Consolidated Financial Statements” in this Form 10-K/A.
The Company determined that it would file amendments to the Original Form 10-K and its Quarterly Reports on Form 10-Q for
the three months ended March 31, 2023 and the three and six months ended June 30, 2023, including restated financial statements
and related disclosures (collectively, the “Amended Reports”). All material restatement information will be included in the
Amended Reports, and we do not intend to separately amend the Quarterly Reports on Form 10-Q that the Company has
previously filed with the SEC for the three months ended March 31, 2022, the three and six months ended June 30, 2022, and the
three and nine months ended September 30, 2022 (collectively, the “2022 Form 10-Qs”). As a result, the 2022 Form 10-Qs should
no longer be relied upon.
Restatement of Previously Issued Consolidated Financial Statements
This Form 10-K/A includes audited restated consolidated financial statements for the year ended December 31, 2022, as well as
unaudited restated interim financial information for the quarterly periods in 2022. In addition to correcting the accounting
treatment for the inter-company transactions described above, the restated consolidated financial statements for the year ended
December 31, 2022 included herein also correct previously identified errors that the Company determined to be immaterial, both
individually and in the aggregate.
For additional information on the audited consolidated financial statements for the year ended December 31, 2022 and the
quarterly consolidated financial statements for the year ended December 31, 2022, see Note 24 in “Part II – Item 8, Financial
Statements and Supplementary Data” in this Form 10-K/A.
This Form 10-K/A also amends and restates the following items included in the Original Form 10-K as appropriate to reflect the
restatement and revision of the relevant periods: Item 1. Business; Item 1A. Risk Factors; Item 6. Selected Financial Data; Item 7.
Management’s Discussions and Analysis of Financial Condition and Results of Operations; Item 8. Financial Statements and
Supplementary Data; Item 9A. Controls and Procedures: and Item 15. Exhibits and Financial Statement Schedules.
In accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company is
also including with this Form 10-K/A currently dated certifications of the Company’s Chief Executive Officer and Chief
Financial Officer (attached as Exhibits 31.1, 31.2, 32.1, and 32.2). This Form 10-K/A also contains a modified report from
FORVIS on the consolidated financial statements for years ended December 31, 2022 and December 31, 2021, a modified
FORVIS opinion on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2022 and
December 31, 2021, and a new consent of FORVIS.
3
Except as discussed above and as further described herein, the Company has not modified or updated the disclosures presented in
the Original Form 10-K. Accordingly, this Form 10-K/A does not reflect events occurring after the filing of the Original Form 10-
K or modify or update those disclosures affected by any such subsequent events. Information not affected by the restatements
reflects disclosures made at the time of the filing of the Original Form 10-K. Forward-looking statements included in this Form
10-K/A represent management’s views as of the date of the Original Form 10-K and should not be assumed to be accurate as of
any date thereafter. This Amendment No. 1 should be read in conjunction with the Company's filings made with the SEC
subsequent to the filing of the Original Form 10-K, including any amendment to those filings.
Control Considerations
In connection with the restatements discussed above, management has re-assessed the effectiveness of the Company’s internal
control over financial reporting and disclosure controls and procedures as of December 31, 2022. Based on this assessment, the
Company identified a material weakness in its internal control over financial reporting for inter-company mortgage sales and
servicing. As a result, the Company’s Chief Financial Officer concluded that the internal control over financial reporting and
disclosure controls and procedures were not effective in 2022 and continuing during the periods covered by the Impacted
Financials. Management has taken steps towards remediating the material weakness in the Company’s internal control over
financial reporting. For additional information related to the material weakness in internal control over financial and the related
remedial measures, see “Part II – Item 9A. Controls and Procedures.”
4
CAPITAL CITY BANK
GROUP,
INC.
ANNUAL REPORT FOR 2022 ON FORM 10-K/A
TABLE OF CONTENTS
PART
I
PAGE
Item 1.
Business
7
Item 1A.
Risk Factors
23
Item 1B.
Unresolved Staff Comments
35
Item 2.
Properties
35
Item 3.
Legal Proceedings
35
Item 4.
Mine Safety Disclosure
35
PART
II
Item 5.
Market for the Registrant’s Common Equity, Related Shareowner Matters, and Issuer Purchases of
Equity Securities
36
Item 6.
Selected Financial Data
38
Item 7.
Management's Discussion and Analysis of Financial Condition and Results of Operations
40
Item 7A.
Quantitative and Qualitative Disclosure About Market Risk
63
Item 8.
Financial Statements and Supplementary Data
64
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
155
Item 9A.
Controls and Procedures
155
Item 9B.
Other Information
159
Item 9C.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
159
PART
III
Item 10.
Directors, Executive Officers, and Corporate Governance
160
Item 11.
Executive Compensation
160
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Shareowner Matters
160
Item 13.
Certain Relationships and Related Transactions, and Director Independence
160
Item 14.
Principal Accountant Fees and Services
160
PART
IV
Item 15.
Exhibits and Financial Statement Schedules
161
Item 16.
Form 10-K/A Summary
162
Signatures
163
5
INTRODUCTORY NOTE
This Annual Report on Form 10-K/A contains “forward-looking statements” within
the meaning of the Private Securities
Litigation Reform Act of 1995. These forward-looking statements include,
among others, statements about our beliefs, plans,
objectives, goals, expectations, estimates and intentions that are subject
to significant risks and uncertainties and are subject to
change based on various factors, many of which are beyond our control.
The words “may,” “could,”
“should,” “would,”
“believe,” “anticipate,” “estimate,” “expect,” “intend,” “plan,” “target,”
“vision,” “goal,” and similar expressions are intended to
identify forward-looking statements.
All forward-looking statements, by their nature, are subject to risks and uncertainties.
Our actual future results may differ
materially from those set forth in our forward-looking statements.
In addition to those risks discussed in this Annual Report under Item 1A Risk Factors, factors
that could cause our actual results
to differ materially from those in the forward-looking
statements, include, without limitation:
●
our ability to successfully manage 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 our liquidity position;
●
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 loan segments, 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 (including
pandemics, such as the COVID-19 pandemic), 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 impact of the restatement of the Impacted Financials;
●
any inability to implement and maintain effective internal
control over financial reporting and/or disclosure control or
inability to remediate any existing material weaknesses in our internal control
over financial reporting and/or disclosure
controls deemed ineffective;
●
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;
●
the outcomes of litigation or regulatory proceedings;
●
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.
6
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.
7
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 $4.5
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 58 banking offices and 89 ATMs/ITMs
in
Florida, Georgia, and Alabama.
Through Capital City Home Loans, LLC (“CCHL”), we have 33 additional offices
in the
Southeast for our mortgage banking business.
The majority of the revenue (excluding CCHL), approximately 86%, is derived
from our Florida market areas while approximately 13% and 1% of the
revenue is derived from our Georgia and other market
areas, respectively.
Approximately 54% of the revenue (as restated) 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
fiscal 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 40 and our consolidated financial statements on
page 64.
Dollars in millions
Year
Ended
December 31,
Assets
Deposits
Shareowners’
Equity
Revenue
(1)
Net Income
2022 (As Restated)
$4,519.2
$3,939.3
$387.3
$207.1
$33.4
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
(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,
2022.
CCBG also maintains an insurance subsidiary,
Capital City Strategic Wealth,
LLC.
CCB has two primary subsidiaries, which are wholly owned, Capital City Trust
Company
and Capital City Investments.
CCB also maintains
a 51% membership interest in a consolidated subsidiary,
CCHL, which we
acquired on March 1, 2020.
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, and Capital City Strategic Wealth,
LLC).
Revenues from these principal services for
the year ended 2022 totaled approximately 90.3% and 9.7% of our
total revenue, respectively.
In 2021 and 2020, Banking
Services (CCB) revenue was approximately 93.2% and 94.7% of our total revenue
for each respective year.
8
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/Government
National
Mortgage Association (“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 $1.082 billion at December 31, 2022, with total assets under administration
exceeding $1.097 billion.
Capital City Investments
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.
Capital City Strategic Wealth,
LLC.
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.
9
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 only approved if the underwriting is consistent with our criteria and generally
the project or applicant’s primary
business is in or near our primary or secondary market areas. 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, we establish total borrower exposure limits and monitor concentration
risk. 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, 2022, approximately 56% of
our residential home equity loan portfolio consisted of first mortgages.
Interest rates may be fixed or adjustable.
Adjustable-rate
loans are tied to the Prime Rate with a typical margin of 1.0% or more.
Commercial Loans
Our policy sets forth guidelines for debt service coverage ratios, LTV
ratios and documentation standards. Commercial loans are
primarily made based on identified cash flows of the borrower with consideration
given to underlying collateral and personal or
other guarantees. We
have established debt service coverage ratio limits that require a borrower’s cash
flow to be sufficient to
cover principal and interest payments on all new and existing debt. The majority
of our commercial loans are secured by the
assets being financed or other business assets such as accounts receivable or inventory.
Many of the loans in the commercial
portfolio have variable interest rates tied to the Prime Rate or U.S. Treasury
indices.
Commercial Real Estate Loans
We have adopted
guidelines for debt service coverage ratios, LTV
ratios and documentation standards for commercial real estate
loans. These loans are primarily made based on identified cash flows of the
borrower with consideration given to underlying real
estate collateral and personal guarantees. Our policy establishes a maximum
LTV specific to
property type and minimum debt
service coverage ratio limits that require a borrower’s cash flow to be
sufficient to cover principal and interest payments on all
new and existing debt. Commercial real estate loans may be fixed
or variable-rate loans with interest rates tied to the Prime Rate
or U.S. Treasury indices. We
require appraisals for loans in excess of $250,000 that are secured by real property.
10
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 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
2023. 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.
Our primary market area consists of 20 counties in Florida, six 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 $1.489 billion, or 38% of our consolidated
deposits
at December 31, 2022.
11
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
2022
2021
2020
Florida
Alachua
4.9%
4.6%
4.5%
Bay
0.3%
0.2%
0.0%
Bradford
34.9%
32.4%
30.6%
Citrus
4.7%
4.1%
3.6%
Clay
2.3%
2.8%
2.0%
Dixie
19.8%
18.9%
18.7%
Gadsden
82.1%
81.1%
80.8%
Gilchrist
41.2%
39.6%
38.7%
Gulf
14.8%
14.6%
12.8%
Hernando
5.0%
3.9%
3.5%
Jefferson
24.8%
24.4%
23.0%
Leon
15.4%
11.9%
13.3%
Levy
25.4%
26.4%
24.2%
Madison
14.0%
14.5%
14.0%
Putnam
26.4%
23.2%
20.7%
St. Johns
0.7%
0.7%
0.6%
Suwannee
7.0%
6.8%
7.1%
Taylor
73.8%
73.2%
72.4%
Wakulla
10.0%
10.5%
8.3%
Washington
11.2%
11.2%
11.0%
Georgia
Bibb
3.2%
3.3%
3.2%
Cobb
(2)
0.0%
0.0%
0.0%
Grady
16.3%
14.8%
14.0%
Laurens
7.8%
7.9%
8.4%
Troup
6.4%
6.1%
6.5%
Alabama
Chambers
9.3%
9.3%
9.6%
(1)
Obtained from the FDIC Summary of Deposits Report for the year indicated.
(2)
Banking office opened in the fourth quarter of 2022.
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 January 31, 2023, we had approximately 796 associates, which included
approximately 763 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 January 31, 2023, approximately 72% of our current workforce was female while 28% was male,
and
approximately 21% are ethnic minorities. The average tenure of our associates was approximately
9 years.
12
For more than 10 years, Florida Trend has honored us
by listing Capital City Bank as a Best Place to Work,
and American
Bankers Magazine has recognized us as a Best Bank to Work
For. Additionally,
Georgia Trend recognized CCB in 2016 and
2017 as a Best Place to Work.
Tenure statistics support
these accolades and further demonstrate that associates enjoy working
for
CCB.
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% are minority
female and 25% are 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. As part of these initiatives, we added
the new position of Chief Culture Officer
and Head of Recruitment in 2022, and we have associate resource groups help
to build an inclusive culture through company
events, participation in our recruitment efforts, and input
into our hiring strategies. In addition, in response to emerging workplace
practices, we made changes to our Flex – work/life balance program
to assist our associates in maintaining a work/life balance
consistent with their goals and to attract, retain, and motivate key 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. We
have retained
many of these changes as a permanent part of our overall focus on associate and
client safety, and 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.
Social Matters
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 9,508, 8,697, and
8,169 community service hours in 2022, 2021, and 2020, respectively.
Furthermore, the CCBG Foundation donated $0.3
million,
$0.2 million, and $0.3 million to various non-profit organizations
in the communities we serve, during 2022, 2021, and 2020,
respectively.
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.
13
Access, affordability,
and financial inclusion.
In 2022, the CCBG Foundation made grants totaling $150,000 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.
During 2020 to 2022, we partnered with Habitat for Humanity,
Warrick Dunn
Charities, and Capital City Home Loans,
LLC. to build and furnish three homes.
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. Since 2015, we have
annually supported the United Way
of the Big Bend in analyzing financial information for the annual grant review
process.
Many
of these grants are provided to low-moderate income communities in the Big Bend
area.
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 $266
million.
During the pandemic, our company financially supported locally
owned restaurants to provide meals and gift cards for our associates.
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. In 2022, we made
a commitment for a $7 million investment in SOLCAP 2022-1, LLC,
a fund that was formed to make solar tax equity investments
in renewable solar energy projects that will provide us with
tax credits and other tax benefits. We
plan to continue to review these
investment opportunities as they arise. 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 which is overseen by our Enterprise
Risk Management Committee. In general, we evaluate
each credit or transaction on its individual merits, with larger deals
receiving more attention and deeper analysis, including a
review of environmental matters related to certain real estate loans which is overseen
by our Credit Risk Oversight Committee.
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 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.
14
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.
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.
15
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.
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 regulations. 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.
16
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.
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.
17
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.
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 Deposit Insurance
Fund (“DIF”).
In October 2022, the FDIC adopted a final rule to increase the initial base deposit insurance
assessment rate schedules uniformly
by 2 basis points beginning with the first quarterly assessment period of 2023.
The increased assessment is expected to improve
the likelihood that the DIF reserve ratio would reach the statutory minimum of
1.35% by the statutory deadline prescribed under
the FDIC’s amended restoration
plan.
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 affiliates,
including the sale of assets, the payment of money or the
provision of services, must be on terms and conditions that are substantially the same,
or at least as favorable to CCB, as those
prevailing for comparable nonaffiliated transactions. In
addition, CCB generally may not purchase securities issued or
underwritten by affiliates.
18
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 2022, the Federal Reserve, along with the FDIC and OCC, issued a Notice of
Proposed Rulemaking (“NPR”) that invited
public comment on an approach to modernize the regulations relating to the
Community Reinvestment Act to strengthen the
achievement of the core purpose of the statute, and to adapt to changes in the
banking industry, including
the expanded role of
mobile and online banking. We
continue to evaluate the impact of any changes to the regulations relating to the
Community
Reinvestment Act and their impact to our financial condition, results of operations,
and liquidity, which cannot be predicted
at
this time.
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.
19
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, 2022, 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 239%
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.
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.
20
At December 31, 2022, 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.
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.
21
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.
Legislative and Regulatory Responses
to the COVID-19 Pandemic
The Coronavirus Aid, Relief, and
Economic Security Act, or CARES Act,
which came into law in 2020,
was a $2.2 trillion
economic stimulus bill that was
intended to provide relief in
response to the COVID-19 pandemic.
The CARES Act, among other
things, 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. 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.
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.
While these programs have
generally expired, governmental
authorities may take additional
actions in the future to
limit the adverse impacts
of COVID-19 that may affect the Bank
and its
clients.
22
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.
23
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.
New Risk Factors in this Amendment
Except
for
the
two
new
risk
factors
included
below
and
updates
to
numerical
data,
this
Item
1A.
Risk
Factors
section
in
this
Annual Report
on Form
10-K/A has
not been
updated to
reflect developments
occurring subsequent
to the
filing of
the Original
Form 10-K. All risk factors, however,
should be considered in the context of these two new risk factors.
The
Company
recently
identified
a
material
weakness
in
its
internal
control
over
financial
reporting.
If
we
are
not
able
to
remediate
this
material
weakness,
or
if
we
experience
additional
material
weaknesses
or
other
deficiencies
in
our
internal
control over financial reporting in the future or otherwise fail to maintain
an effective system of internal control over financial
reporting, we
may not
be able
to accurately
report our
financial results,
prevent fraud,
or file
our periodic
reports in
a timely
manner,
which may cause
investors to lose
confidence in
our reported financial
information and
may lead to
a decline in
our
stock price.
As a public
company,
we are required
to maintain internal
control over financial
reporting and to
report any material
weaknesses
in such internal control.
Section 404 of the Sarbanes
-Oxley Act requires that
we furnish a report
by management on, among
other
things,
the
effectiveness
of
our
internal
control
over
financial
reporting.
This
assessment
requires
disclosure
of
any
material
weaknesses
identified
by
our
management
in
our
internal
control
over
financial
reporting.
Our
independent
registered
public
accounting firm
also needs
to attest to
the effectiveness
of our
internal control
over financial
reporting. Effective
internal control
over financial reporting is necessary for us to provide reliable financial
reports and, together with adequate disclosure controls and
procedures, is designed
to prevent fraud.
Any failure to
maintain or implement
required new or
improved controls,
or difficulties
encountered in implementation could cause us to fail to meet our reporting obligations.
Subsequent
to
the
filing
of
the
Original
Form
10-K,
management
identified
a
material
weakness
in
its
internal
control
over
financial
reporting
related
to
certain
inter-company
transactions.
As
discussed
in
Item
9A.
Controls
and
Procedures,
the
Company's
management
has
re-evaluated
its
assessment
of
the
effectiveness
of
internal
control
over
financial
reporting
and
its
disclosure controls
and procedures
and concluded
that they
were not
effective
as of
December 31,
2022. Management
has been
actively engaged during
the fourth quarter of 2023
in developing remediation plans
to address the material weakness.
These plans
include:
●
Enhancing
the
precision
of
management
review
controls
to
ensure
intercompany
accounts
are
properly
eliminated
in
consolidation;
●
Enhancing
the
procedures
for
identifying
new
intercompany
accounts
and
activities
subject
to
elimination
in
consolidation;
●
Increasing the
granularity of general
ledger mapping for
inter-company accounts
subject to elimination
in consolidation;
and
●
Enhancing the financial
close checklist and
pre-close meeting agenda
to ensure proper
and timely identification
of inter-
company activities subject to elimination.
For additional
information
related to
the material
weakness
in internal
control
over
financial reporting
and
the related
remedial
measures, see “Part II – Item 9A. Controls and Procedures.
There can
be no
assurance as
to when
the material
weakness will
be remediated
or that
additional material
weaknesses will
not
arise in
the future.
If the
Company is
unable to
maintain effective
internal control
over financial
reporting, its
ability to
record,
process and
report financial
information timely
and accurately
could be
adversely affected,
which could
subject the
Company to
litigation,
investigations,
or
breach
of
contract
claims,
require
management
resources,
increase
costs,
negatively
affect
investor
confidence, and adversely impact its stock price.
We
face risks
related to
the restatement
of our
financial information
and the
material weakness
in our
internal control
over
financial reporting,
as described in the "Explanatory Note" above.
24
As
discussed
in
the
Explanatory
Note
and
in
Note
2,
“Restatement
and
Other
Corrections
of
Previously
Issued
Financial
Statements”
in
the notes
to the
financial
statements,
we
determined
to
restate
certain
financial information
and
related
footnote
disclosures in our
previously issued financial
statements. As a
result, we have
become subject to a
number of additional
risks and
uncertainties, which
may affect
investor confidence
in the accuracy
of our financial
disclosures and
may raise reputational
issues
for our business. We expect
to continue to face the risks and challenges related to the restatements, including
the following:
●
we
may
face
potential
for
litigation
or
other
disputes,
which
may
include,
among
others,
claims
invoking
the
federal and state securities laws, contractual claims, or other claims arising
from the restatements; and
●
the processes undertaken to
effect the restatements may
not have been adequate to
identify and correct all errors
in
our
historical
financial
statements
and,
as
a
result,
we
may
discover
additional
errors
and
our
financial
statements remain subject to the risk of future restatement.
We
cannot assure that
all of the risks and
challenges described above
will be eliminated or that
general reputational harm
will not
persist. If one or more
of the foregoing risks or
challenges persist, our business, operations
and financial condition are
likely to be
materially and adversely affected.
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. During 2022, the Federal
Reserve raised the federal funds rate seven times for a cumulative increase of
4.25% and has signaled that it expects not to reduce
the federal funds rate in the near-term. Prior to 2022, the Federal
Reserve had not raised the federal funds rate since December
2018. The increase in the federal funds rate could have an adverse effect
on our net interest income and profitability.
If market
interest rates continue to 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. Further,
increased price competition for deposits resulting from the
return to a historically normal interest rate environment could adversely
affect our net interest margin.
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 portion of our investment securities portfolio (38.5%) at December
31, 2022 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.
25
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.
Inflationary pressures and rising prices may
affect our results of operations and financial condition.
Inflation rose sharply at the end of 2021 and continued rising in 2022 at levels not
seen for over 40 years. Inflationary pressures
are currently expected to remain elevated throughout 2023. Small to medium
-sized businesses may be impacted more during
periods of high inflation as they are not able to leverage economics of scale to mitigate
cost pressures compared to larger
businesses. Consequently,
the ability of our business customers to repay their loans may deteriorate, and in some
cases this
deterioration may occur quickly,
which would adversely impact our results of operations and financial condition.
Furthermore, a
prolonged period of inflation could cause wages and other costs to further
increase which could adversely affect our results of
operations and financial condition. Sustained higher interest rates by the
Federal Reserve may be needed to tame persistent
inflationary price pressures, which could push down asset prices and weaken
economic activity. A deterioration
in economic
conditions in the United States and our markets could result in an increase
in loan delinquencies and non-performing assets,
decreases in loan collateral values and a decrease in demand for our products and
services, all of which, in turn, would adversely
affect our business, financial condition and results of operations.
The impact of interest rates on our mortgage banking business can
have a significant impact on revenues.
Changes in interest rates can impact our mortgage-related revenues and net revenues
associated with our mortgage activities.
A
decline in mortgage rates generally increases the demand for mortgage loans
as borrowers refinance, but also generally leads to
accelerated payoffs. Conversely,
in a constant or increasing rate environment, we would expect fewer loans to be refinanced
and a
decline in payoffs. Although we use models to assess the impact
of interest rates on mortgage-related revenues, the estimates of
revenues produced by these models are dependent on estimates and assumptions
of future loan demand, prepayment speeds and
other factors which may differ from actual subsequent
experience.
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, 2022 was approximately 27,987 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.
26
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, 2022, we have 112 loans
totaling approximately $71 million that are indexed to LIBOR.
We believe our
current
portfolio of LIBOR based loan contracts contain the necessary fallback language,
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 $33
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).
Effective June 30, 2023, in accordance with the trust agreement
and the Adjustable Interest Rate (LIBOR)
Act of 2021, LIBOR will be replaced with 3-month CME term SOFR (secured overnight
financing rate) as the interest rate index
for these notes.
The interest rate swap contract adheres to the International Swaps and Derivatives Association’s
protocol which
requires conversion to the fallback SOFR rate at the time of LIBOR cessation.
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.
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, 2022, commercial mortgage loans comprised approximately
30.7% 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, 2022, commercial
loans comprised approximately 9.7% of
our total loan portfolio.
●
Construction Loans
. The risk of loss is largely dependent on our initial estimate of whether
the property’s value at
completion equals or exceeds the cost of property construction and the availability
of take-out financing. During the
construction phase, a number of factors can result in delays or cost overruns. If
our estimate is inaccurate or if actual
construction costs exceed estimates, the value of the property securing our
loan may be insufficient to ensure full
repayment when completed through a permanent loan, sale of the property,
or by seizure of collateral.
At December 31,
2022, construction loans comprised approximately 9.2% 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, 2022, vacant land loans comprised
approximately 3.3% of our total loan portfolio.
27
●
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, 2022, HELOCs comprised approximately 8.2% 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, 2022, consumer loans comprised approximately 12.
8% of our total loan portfolio, with indirect auto loans
making up a majority of this portfolio at approximately 93.3% 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, 2022, approximately 77.5% 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, 2022, a significant number of our loans secured by real estate are secured by commercial and
residential properties located in Florida and 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 some of 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, 2022, approximately 30.7% and 29.4% of our $2.5 billion loan portfolio
was secured by commercial real estate and residential
real estate, respectively.
As of this same date, approximately 9.2% was secured by property under construction.
In the event we are required to foreclose on a property securing one of our mortgage
loans or otherwise pursue our remedies in
order to protect our investment, we may be unable to recover funds in an amount
equal to our projected return on our investment
or in an amount sufficient to prevent a loss to us due to prevailing economic
conditions, real estate values and other factors
associated with the ownership of real property.
As a result, the market value of the real estate or other collateral underlying our
loans may not, at any given time, be sufficient to satisfy the outstanding
principal amount of the loans, and consequently,
we
would sustain loan losses.
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;
28
●
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, 2022, our allowance for credit losses for loans held for
investment was $25.1 million, which represented
approximately 0.98% of our total loans held for investment.
We had $2.3
million in nonaccruing loans at December 31, 2022.
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.
29
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 2022
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 access to deposits may be
negatively impacted by,
among other factors, periods of low interest rates or high interest rates.
Periods of high interest rates
could promote increased competition for deposits, including from new
financial technology competitors, or provide customers
with alternative investment options.
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 2022, 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 Common Equity Tier 1 Capital
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 of Atlanta (“FHLB”), we must also comply with applicable regulations
of the Federal Housing Finance Agency and the
Federal Home Loan Bank.
30
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.
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.
31
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 consumers represent a
significant portion of our noninterest income. In 2022, the Company collected
approximately $10.6 million in net consumer
overdraft transaction fees.
In 2022, certain members of Congress and the leadership of the CFPB have expressed
a heightened interest in bank consumer
overdraft protection programs. In 2022, the CFPB piloted a supervision
effort to collect key metrics from some supervised
institutions regarding the consumer impact of their overdraft and
non-sufficient fund practices, with the intent of using this
information to identify institutions for further examination and review.
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, and indeed took action against a large bank for charging
“surprise” overdraft fees known as authorized positive fee. In
October of 2022, the CFPB issued guidance to help banks avoid charging
illegal surprise overdraft fees. 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.
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.
32
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.
We are subject to
credit and/or settlement risk arising from
the soundness of other financial institutions and
counterparties which may have a material adverse effect on our business, financial condition,
and results of operations.
Financial services institutions are interrelated as a result of trading,
clearing, counterparty, or other
relationships. We
have
exposure to many different industries and counterparties,
and routinely execute transactions with counterparties in the financial
services industry, including
commercial banks, brokers and dealers, investment banks, other institutional
clients, and certain
vendors.
Many of these transactions expose us to credit or settlement risk in the event of
a default or other failure to adhere to
contractual obligations by a counterparty or client. In addition, our credit
or settlement risk may be exacerbated when any
collateral held by us cannot be realized upon or is liquidated at prices not sufficient
to recover the full amount of the credit or
derivative exposure due to us. Increased interconnectivity
amongst financial institutions also increases the risk of cyber-attacks
and information system failures for financial institutions. Any such losses could
have a material adverse effect on our business,
financial condition,
and results of operations.
Pandemics, natural disasters, global climate change, acts of terrorism
and global conflicts may have a negative impact on
our business and operations.
Pandemics (such as the 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.
33
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 governmental
organizations, which may offer financial products and
services on more favorable terms than we are able to. Many of our non-bank
competitors are not subject to the same extensive
regulations that govern our activities. As a result, these non-bank competitors have advantages over
us in providing certain
services. The effect of this competition may reduce or limit our
margins or our market share and may adversely affect our
results
of operations and financial condition.
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 23.3% of the outstanding shares of
our common stock at December 31, 2022.
William G. Smith, Jr.,
our Chairman, President and Chief Executive Officer
beneficially owned 17.1% of our shares as of that date.
Accordingly, these directors, executive
officers, and principal
shareowners, if acting together, may be
able to influence or control matters requiring approval by our shareowners, including
the
election of directors and the approval of mergers, acquisitions or
other extraordinary transactions. Moreover,
because William G.
Smith, Jr. is the Chairman, President,
and Chief Executive Officer of CCBG and Chairman of CCB, he has substantial
control
over all matters on a day-to-day basis, including the nomination and election
of directors.
These directors, executive officers, and principal shareowners may
also have interests that differ from yours and may vote in a
way with which you disagree, and which may be adverse to your interests. The concentration
of ownership may have the effect of
delaying, preventing or deterring a change of control of our company,
could deprive our shareowners of an opportunity to receive
a premium for their common stock as part of a sale of our Company and might ultimately
affect the market price of our common
stock. You
may also have difficulty changing management, the composition of
the Board of Directors, or the general direction of
our Company.
Our Articles of Incorporation, Bylaws, and certain laws and regulations
may prevent or delay transactions you might
favor,
including a sale or merger of CCBG.
CCBG is registered with the Federal Reserve as a financial holding
company under the Bank Holding Company Act, 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 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.
34
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.
35
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, 2022, Capital City Bank had 58 banking offices.
Of these locations, we lease the land, buildings, or both at
seven locations and own the land and buildings at the remaining 51. CCHL had
33 loan production offices, all of which were
leased.
Capital City Strategic Wealth,
LLC. 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.
36
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 1,124 shareowners
of record at January 31, 2023.
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.
2022
2021
Fourth
Quarter
Third
Quarter
Second
Quarter
First
Quarter
Fourth
Quarter
Third
Quarter
Second
Quarter
First
Quarter
Common stock price:
High
$
36.23
$
33.93
$
28.55
$
28.88
$
29.00
$
26.10
$
27.39
$
28.98
Low
31.14
27.41
24.43
25.96
24.77
22.02
24.55
21.42
Close
32.50
31.11
27.89
26.36
26.40
24.74
25.79
26.02
Cash dividends per share
0.17
0.17
0.16
0.16
0.16
0.16
0.15
0.15
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
56
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, 2017 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.
37
Period Ending
Index
12/31/17
12/31/18
12/31/19
12/31/20
12/31/21
12/31/22
Capital City Bank Group, Inc.
$
100.00
$
102.49
$
137.30
$
113.48
$
124.86
$
157.09
Nasdaq Composite
100.00
97.16
132.81
192.47
235.15
158.65
SNL $1B-$5B Bank Index
100.00
83.44
104.69
95.08
132.36
116.69
38
Item 6.
Selected Financial Data
(As Restated)
(Dollars in Thousands, Except Per Share Data)
2022
2021
2020
Interest Income
$
131,910
$
106,351
$
106,197
Net Interest Income
125,022
102,861
101,326
Provision for Credit Losses
7,494
(1,553)
9,645
Noninterest Income
75,181
107,545
111,165
Noninterest Expense
(1)
151,634
162,508
149,962
Pre-Tax Loss (Income) Attributable to Noncontrolling Interests
(2)
135
(6,220)
(11,078)
Net Income Attributable to Common Shareowners
33,412
33,396
31,576
Per Common Share:
Basic Net Income
$
1.97
$
1.98
$
1.88
Diluted Net Income
1.97
1.98
1.88
Cash Dividends Declared
0.66
0.62
0.57
Diluted Book Value
22.73
22.63
19.05
Diluted Tangible Book Value
(3)
17.27
17.12
13.76
Performance Ratios:
Return on Average Assets
0.77
%
0.84
%
0.93
%
Return on Average Equity
8.81
9.92
9.36
Net Interest Margin (FTE)
3.14
2.83
3.30
Noninterest Income as % of Operating Revenues
37.55
51.11
52.32
Efficiency Ratio
75.62
77.11
70.43
Asset Quality:
Allowance for Credit Losses ("ACL")
$
25,068
$
21,606
$
23,816
ACL to Loans Held for Investment ("HFI")
0.98
%
1.12
%
1.19
%
Nonperforming Assets ("NPAs")
2,728
4,339
6,679
NPAs to Total
Assets
0.06
0.10
0.18
NPAs to Loans HFI plus OREO
0.11
0.22
0.33
ACL to Non-Performing Loans
1,091.33
499.93
405.66
Net Charge-Offs to Average Loans HFI
0.18
(0.03)
0.12
Capital Ratios:
Tier 1 Capital
14.27
%
16.14
%
16.19
%
Total Capital
15.30
17.15
17.30
Common Equity Tier 1 Capital
12.38
13.86
13.71
Tangible Common Equity
(3)
6.65
6.95
6.25
Leverage
8.91
8.95
9.33
Equity to Assets
8.57
8.99
8.45
Dividend Pay-Out
33.50
31.31
30.32
Averages for the Year:
Loans Held for Investment
$
2,189,440
$
2,000,563
$
1,957,576
Earning Assets
3,989,248
3,652,486
3,083,675
Total Assets
4,332,302
3,984,064
3,391,071
Deposits
3,763,336
3,406,886
2,844,347
Shareowners’ Equity
379,290
336,821
337,313
Year
-End Balances:
Loans Held for Investment
$
2,547,685
$
1,931,465
$
2,006,426
Earning Assets
4,177,177
3,949,111
3,475,904
Total Assets
4,519,223
4,263,849
3,798,071
Deposits
3,939,317
3,712,862
3,217,560
Shareowners’ Equity
387,281
383,166
320,837
Other Data:
Basic Average Shares Outstanding
16,950,810
16,862,932
16,784,711
Diluted Average Shares Outstanding
16,984,740
16,892,947
16,821,950
Shareowners of Record
(4)
1,124
1,157
1,201
Banking Locations
(4)
59
57
57
Full-Time Equivalent Associates
(4)(5)
992
954
954
(1)
For 2022 and 2021, includes pension settlement charge of $2.3 million and
$3.1
million, respectively.
(2)
Acquired 51% membership interest in Brand Mortgage Group, LLC, re-named as Capital City Home Loans,
LLC, 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 39.
(4)
As of January 31st of the following year.
(5)
Reflects 992 full-time equivalent associates that
includes 196 full-time equivalent associates at CCHL.
39
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
(As Restated)
(Dollars in Thousands, except per share data)
2022
2021
2020
Shareowners' Equity (GAAP)
$
387,281
$
383,166
$
320,837
Less: Goodwill and Other Intangibles (GAAP)
93,093
93,253
89,095
Tangible Shareowners' Equity (non-GAAP)
A
294,188
289,913
231,742
Total Assets (GAAP)
4,519,223
4,263,849
3,798,071
Less: Goodwill and Other Intangibles (GAAP)
93,093
93,253
89,095
Tangible Assets (non-GAAP)
B
$
4,426,130
$
4,170,596
$
3,708,976
Tangible Common Equity Ratio (non-GAAP)
A/B
6.65%
6.95%
6.25%
Actual Diluted Shares Outstanding (GAAP)
C
17,039,401
16,935,389
16,844,997
Tangible Book Value
per Diluted Share (non-GAAP)
A/C
17.27
17.12
13.76
40
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 this Form 10-K/A.
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 2022
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.”
We have restated
our previously issued consolidated financial statements contained in this Form
10-K/A. For background on the
restatement, the fiscal periods impacted, control considerations and other
information, see “Explanatory Note” preceding “Part I -
Item 1. Business” above. In addition, this MD&A is being restated to conform
to the restated financial statements. For additional
information related to the restatements, see “Part II - Item 8. Financial Statements and
Supplementary Data” below.
CAUTION CONCERNING FORWARD
-LOOKING STATEMENTS
This Form 10-K/A, 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 58 banking
offices and 89 ATMs/ITMs
in Florida, Georgia and Alabama.
Through Capital City Home Loans, LLC (“CCHL”), we have 33
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.
41
Strategic Initiatives
.
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, scale
within our lines of business, and drive higher profitability.
In 2022, we implemented initiatives in support of the strategic plan,
including the implementation of an integrated marketing software aimed at deepening
client relationships, initiation of a
comprehensive review of our banking office network, continued
expansion into new markets, and in 2020 and 2021 continued our
efforts to diversify our revenues by expanding our residential mortgage
banking and wealth businesses (discussed further below-
Recent Acquisition/Expansion Activity
).
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 10 and 75.
Our larger markets include Tallahassee
(Leon County, Florida),
Gainesville
(Alachua County, Florida),
Macon (Bibb County,
Georgia), and Suncoast (Hernando/Pasco/Citrus Counties, 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
8.4% deposit market share in the Florida counties and 5.4% in the Georgia
counties (excluding Northern Arc markets entered in
2022).
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
.
We have continued
our expansion into the Northern Arc of Atlanta, Georgia by opening
full-service offices in Marietta (Cobb County) in the fourth
quarter of 2022 and Duluth (Gwinnett County) in the first quarter of
2023.
Additionally, we expanded our
presence in the Florida Panhandle by opening a full-service office
in Watersound, Florida
in the fourth quarter of 2022.
To expand our presence
and commitment to our Gainesville market, we plan to open a third full-
service banking office in the area in early 2023.
During 2022, we hired leadership and banking teams in the Northern Arc and
Walton County
office markets, including commercial bankers, retail delivery support,
private banking, wealth advisors, and
treasury professionals.
Further, CCHL loan originators will reside in the Northern
Arc and Walton County
offices.
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.
On March 1, 2020, CCB completed its acquisition of a 51% membership
interest in Brand Mortgage Group, LLC (“Brand”)
which is now operated as CCHL – Refer to Note 1 – Significant Accounting
Policies/Business Combination for additional
information on this transaction.
EXECUTIVE OVERVIEW
For 2022, net income attributable to common shareowners totaled $33.4
million, or $1.97 per diluted share, compared to net
income of $33.4 million, or $1.98 per diluted share, for 2021 and $31.6 million, or
$1.88 per diluted share, for 2020.
The increase in net income attributable to common shareowners for 2022
was attributable to higher net interest income of $22.2
million, lower noninterest expense of $10.9 million, and lower income
taxes of $1.9 million, partially offset by a $9.0 million
increase in the provision for credit losses and lower noninterest income of
$32.4 million.
Net income attributable to common
shareowners included a $6.4 million increase 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 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.
Below are
Summary Highlights
of our 2022 financial performance:
●
Strong growth
in net interest income of 21.5% reflected
improved earning asset mix and strength
of deposit franchise
●
Loan growth of $616 million, or 31.9
% (end of period) and $189 million, or 9.4% (year-to-date average)
●
Average Deposits grew
$356 million, or 10.5%
●
Noninterest income decreased
30.1% due to lower mortgage banking revenues
reflecting a slowdown in secondary
market loan sales and a shift in residential loan
production mix to adjustable rate production
for our loan portfolio.
Wealth
management fees increased 31.9% due to higher
insurance revenues and deposit fees increased
17.2%
●
Noninterest expense decreased
6.7% due to lower compensation expense reflective of lower
salary expense, primarily
due to higher realized loan cost (credit
offset to salary expense) driven by strong new loan
production for the year.
Noninterest expense for 2022 included pension
settlement charges totaling $2.3 million or $0.11
per share.
42
●
Tangible
book value per share increased
$0.15, or 0.9%, and reflected stable earnings and a
favorable re-measurement
adjustment for pension plan, partially offset by higher unrealized
investment security losses.
For more detailed information, refer to the following additional sections of the
MD&A “Results of Operations” and “Financial
Condition”.
43
RESULTS
OF OPERATIONS
A condensed earnings summary for the last three fiscal years is presented
in Table 1 below:
Table 1
CONDENSED SUMMARY OF EARNINGS
(As Restated)
(Dollars in Thousands, Except Per Share
Data)
2022
2021
2020
Interest Income
$
131,910
$
106,351
$
106,197
Taxable Equivalent
Adjustments
325
349
430
Total Interest Income
(FTE)
132,235
106,700
106,627
Interest Expense
6,888
3,490
4,871
Net Interest Income (FTE)
125,347
103,210
101,756
Provision for Credit Losses
7,494
(1,553)
9,645
Taxable Equivalent
Adjustments
325
349
430
Net Interest Income After Provision for Credit Losses
117,528
104,414
91,681
Noninterest Income
75,181
107,545
111,165
Noninterest Expense
151,634
162,508
149,962
Income Before Income Taxes
41,075
49,451
52,884
Income Tax Expense
7,798
9,835
10,230
Pre-Tax Income
Attributable to Noncontrolling Interests
135
(6,220)
(11,078)
Net Income Attributable to Common Shareowners
$
33,412
$
33,396
$
31,576
Basic Net Income Per Share
$
1.97
$
1.98
$
1.88
Diluted Net Income Per Share
$
1.97
$
1.98
$
1.88
Net Interest Income and Margin
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 2022, our taxable equivalent net interest income increased $22.1
million, or 21.4%. This follows an increase of $1.5 million,
or 1.4% in 2021.
The increase in 2022
was primarily due to strong loan growth, higher interest rates, and growth in the
investment portfolio.
The increase in 2021 was primarily due to higher small business (“SBA PPP”) loan income
combined with
lower interest expense, partially offset by lower investment
portfolio income due to lower reinvestment rates.
For 2022, taxable equivalent interest income increased $25.5 million,
or 23.9%, over 2021.
For 2021, taxable equivalent interest
income increased $0.1 million, or 0.1%, over 2020.
The increase in 2022 was primarily due to an overall improved earning
asset
mix and higher interest rates on earning assets.
The increase in 2021
was primarily due to income on SBA PPP loans,
partially
offset by lower rates on earning assets.
For 2022, interest expense increased $3.4 million, or 97.4%, over 2021.
For 2021, interest expense decreased $1.4 million, or
28.4%, from 2020.
The variances for both 2022 and 2021 were related to our negotiated rate deposits,
primarily NOW accounts
which were tied to an adjustable rate index until mid-2022.
Our cost of interest bearing deposits was 17 basis points in 2022, 4
basis points in 2021, and 10 basis points in 2020.
Our total cost of deposits (including noninterest bearing accounts
)
was 9 basis
points in 2022, 2 basis points in 2021, and 5 basis points in 2020.
To a lesser extent, higher
interest expense for our variable rate
short-term borrowings (warehouse line of credit for mortgage banking)
and subordinated notes contributed to the increase in
2022.
Our total cost of funds (interest expense/average earning assets) was 17 basis points in
2022, 10 basis points in 2021, and
16 basis points in 2020.
44
Our interest rate spread (defined as the taxable-equivalent yield on
average earning assets less the average rate paid on interest
bearing liabilities) increased 25 basis points in 2022 and decreased 43
basis points in 2021.
Our net interest margin (defined as
taxable-equivalent interest income less interest expense divided by average
earning assets) of 3.14% in 2022 reflected a 31 basis
point increase over 2021.
The net interest margin of 2.83%
in 2021 reflected a 47 basis point decrease from 2020.
The increase
in the interest rate spread and net interest margin in 2022
reflected an improved earning asset mix, higher yields across a majority
of our earning assets due to the rapid increase in interest rates, and good control of
our deposit cost.
The decline in the interest
rate spread and net interest margin in 2021 reflected
lower earning asset yields due to lower rates, in addition to a higher level of
lower yielding overnight funds driven by strong deposit growth.
During 2022, the Federal Open Market Committee (“FOMC”) raised
interest rates 425 basis points, putting the federal funds
target rate at a range of 4.25%-4.50%, compared to
a range of 0.00%-0.25% at the end of 2021.
Our asset sensitive position,
with
strong core deposit funding and ample liquidity provide benefits in the
higher rate environment.
Table 2
AVERAGE
BALANCES AND INTEREST RATES
(As Restated)
2022
2021
2020
(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)
$
48,502
$
2,175
4.49
%
$
78,328
$
2,555
3.24
%
$
81,125
$
2,895
3.57
%
Loans Held for Investment
(1)(2)
2,189,440
104,578
4.78
2,000,563
94,332
4.76
1,957,576
92,261
4.71
Taxable Investment Securities
1,098,876
15,917
1.45
778,953
8,724
1.12
574,199
10,176
1.77
Tax-Exempt Investment Securities
(2)
2,668
54
2.03
3,772
91
2.39
5,123
124
2.42
Fed Funds Sold & Int Bearing Dep
649,762
9,511
1.46
790,870
998
0.13
465,652
1,171
0.25
Total Earning Assets
3,989,248
132,235
3.32
%
3,652,486
106,700
2.92
%
3,083,675
106,627
3.46
%
Cash & Due From Banks
76,929
72,409
68,386
Allowance for Credit Losses
(21,688)
(22,960)
(20,690)
Other Assets
287,813
282,129
259,700
TOTAL ASSETS
$
4,332,302
$
3,984,064
$
3,391,071
LIABILITIES
NOW Accounts
$
1,065,838
$
2,799
0.26
%
$
965,320
$
294
0.03
%
$
826,280
$
930
0.11
%
Money Market Accounts
283,407
203
0.07
278,606
134
0.05
235,931
223
0.09
Savings Accounts
628,313
309
0.05
537,023
263
0.05
423,529
207
0.05
Time Deposits
94,646
133
0.14
102,220
148
0.14
104,393
188
0.18
Total Interest Bearing Deposits
2,072,204
3,444
0.17
%
1,883,169
839
0.04
%
1,590,133
1,548
0.10
%
Short-Term Borrowings
40,483
1,761
4.35
53,511
1,360
2.54
69,119
1,690
2.44
Subordinated Notes Payable
52,887
1,652
3.08
52,887
1,228
2.29
52,887
1,472
2.74
Other Long-Term Borrowings
665
31
4.62
1,887
63
3.33
5,304
161
3.03
Total Interest Bearing Liabilities
2,166,239
6,888
0.32
%
1,991,454
3,490
0.18
%
1,717,443
4,871
0.28
%
Noninterest Bearing Deposits
1,691,132
1,523,717
1,254,214
Other Liabilities
85,684
111,567
72,400
TOTAL LIABILITIES
3,943,055
3,626,738
3,044,057
Temporary Equity
9,957
20,505
9,701
TOTAL SHAREOWNERS’
EQUITY
379,290
336,821
337,313
TOTAL LIABILITIES,
TEMPORARY EQUITY AND
SHAREOWNERS’ EQUITY
$
4,332,302
$
3,984,064
$
3,391,071
Interest Rate Spread
3.00
%
2.75
%
3.18
%
Net Interest Income
$
125,347
$
103,210
$
101,756
Net Interest Margin
(3)
3.14
%
2.83
%
3.30
%
(1)
Average balances include net loan fees, discounts and premiums, and nonaccrual loans.
Interest income includes loan fees of $0.5 million for 2022,
$6.6 million for 2021, and $2.6 million for 2020.
SBA PPP loans averaged $0.1 million in 2022, $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.
45
Table 3
RATE/VOLUME
ANALYSIS
(1)
2022 (as restated) vs. 2021
2021 vs. 2020
(Taxable Equivalent Basis -
Dollars in Thousands)
Increase (Decrease) Due to Change In
Increase (Decrease) Due to Change In
Total
Volume
Rate
Total
Calendar
(3)
Volume
Rate
Earnings Assets:
Loans Held for Sale
(2)
$
(380)
$
(967)
$
587
$
(340)
$
(8)
$
(100)
$
(232)
Loans Held for Investment
(2)
10,247
8,982
1,265
2,071
(252)
2,092
231
Taxable Investment Securities
7,193
3,583
3,610
(1,451)
(28)
3,657
(5,080)
Tax-Exempt Investment Securities
(2)
(37)
(27)
(10)
(34)
-
(33)
(1)
Funds Sold
8,513
(178)
8,691
(173)
(3)
821
(991)
Total
$
25,536
$
11,393
$
14,143
73
$
(291)
$
6,437
$
(6,073)
Interest Bearing Liabilities:
NOW Accounts
$
2,505
$
31
$
2,474
(636)
$
(3)
$
159
$
(792)
Money Market Accounts
69
2
67
(89)
(1)
44
(132)
Savings Accounts
46
45
1
56
-
56
-
Time Deposits
(15)
(11)
(4)
(40)
(1)
(3)
(36)
Short-Term Borrowings
401
(331)
732
(330)
(4)
(383)
57
Subordinated Notes Payable
424
-
424
(244)
(4)
-
(240)
Other Long-Term Borrowings
(32)
(41)
9
(98)
-
(104)
6
Total
$
3,398
$
(305)
$
3,703
(1,381)
$
(13)
$
(231)
$
(1,137)
Changes in Net Interest Income
$
22,138
$
11,698
$
10,440
$
1,454
$
(278)
$
6,668
$
(4,936)
(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 less
than $0.1 million in 2022, $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 2022, we recorded a provision for credit loss expense of $7.5
million ($7.4 million expense for loans HFI and $0.1 million
expense for unfunded loan commitments) compared to a provision
benefit of $1.6 million for 2021 ($2.8 million benefit for loans
HFI and $1.2 million expense for unfunded loan commitments), and
provision expense of $9.6 million for 2020 ($9.0 million
expense for loans HFI and $0.6 million expense for unfunded loan commitments
).
The higher level of provision in 2022 was
primarily attributable to strong loan growth and weaker projected economic
conditions, primarily a higher rate of unemployment.
The credit loss provision in 2021 was favorably impacted by strong loan recoveries.
We discuss the various
factors that have
impacted our provision expense in more detail under the heading Allowance
for Credit Losses.
Noninterest Income
For 2022, noninterest income totaled $75.2 million, a $32.4 million decrease
from 2021, due to lower mortgage banking revenues
of $40.5 million, partially offset by higher wealth management
fees of $4.4 million, deposit fees of $3.2 million, other income of
$1.2 million, and bank card fees of $0.1 million.
Lower mortgage banking revenues at CCHL, for 2022 generally
reflected a
reduction in refinancing activity and, to a lesser degree, lower purchase mortgage
originations primarily driven by higher interest
rates.
In addition, gain on sale margins were pressured due to a lower level of
governmental loan originations and mandatory
delivery loan sales (both of which provide a higher gain on sale percentage).
Strong best efforts adjustable rate production by
CCHL during 2022 contributed to the Bank’s
loan growth and earnings.
46
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.
Noninterest income as a percent of total operating revenues (net interest income plus
noninterest income) was 37.55% in 2022,
51.11% in 2021, and 52.32% in 2020.
In 2022 and 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
(As Restated)
(Dollars in Thousands)
2022
2021
2020
Deposit Fees
$
22,121
$
$
18,882
$
17,800
Bank Card Fees
15,401
15,274
13,044
Wealth Management
Fees
18,059
13,693
11,035
Mortgage Banking Revenues
11,909
52,425
63,344
Other
7,691
7,271
5,942
Total Noninterest
Income
$
75,181
$
$
107,545
$
111,165
Significant components of noninterest income are discussed in more
detail below.
Deposit Fees
.
For 2022, deposit fees (service charge fees, insufficient
fund/overdraft fees, and business account analysis fees)
totaled $22.1 million compared to $18.9 million in 2021 and $17.8 million
in 2020.
The $3.2 million, or 17.2%, increase in 2022
reflected higher monthly service charge fees and
overdraft fees.
The conversion,
in the third quarter of 2021, of our remaining
free checking accounts to a monthly maintenance fee account type
drove the increase in service charge fees.
The increase in
overdraft fees was driven by higher utilization of our overdraft service
which is closely correlated (inversely) with the consumer
savings rate which has declined noticeably since it substantially increased
during 2020 and 2021 due to the high level of
governmental stimulus related to the COVID-19 pandemic.
The $1.1 million, or 6.1%, increase in 2021 reflected the
aforementioned conversion of the remaining free checking accounts to
a monthly maintenance fee account type.
Bank Card Fees
.
Bank card fees totaled $15.4 million in 2022 compared to $15.3 million in 2021
and $13.0 million in 2020.
The
slight increase in 2022 reflected incremental revenues from growth in
new checking accounts that was partially offset by
transaction volume which reflected a slowdown in consumer spending.
The favorable variance in 2021 generally reflected an
increase in card-not-present debit card transactions and increased on-line
spending by our clients in part due to the pandemic and
significant government stimulus in 2020 and 2021.
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 $18.1 million in 2022 compared to
$13.7 million in 2021 and $11.0 million in 2020.
The increase in 2022 was primarily due to higher insurance revenues of $3.7
million and retail brokerage fees of $0.6 million.
The higher level of insurance revenues reflected the acquisition of
CCSW in
2021.
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 CCSW drove the increase in retail
brokerage fees.
The increase in trust fees was primarily attributable to an increase in assets under management.
At December 31,
2022, total assets under management (“AUM”) were approximately
$2.273 billion compared to $2.324 billion at December 31,
2021 and $1.979 billion at December 31, 2020.
The decrease in AUM in 2022 generally reflected lower account values/returns
reflective of volatile market conditions during the year partially offset
by new account growth.
47
Mortgage Banking Revenues
.
Mortgage banking revenues totaled $11.9
million in 2022 compared to $52.4 million in 2021 and
$63.3 million in 2020.
Lower mortgage banking revenues at CCHL for 2022 reflected a reduction
in refinancing activity and, to a
lesser degree, lower purchase mortgage originations primarily driven
by higher interest rates.
In addition, gain on sale margins
were pressured due to a lower level of governmental loan originations and mandatory
delivery loan sales (both of which provide a
higher gain on sale percentage).
Throughout 2022, strong best efforts origination volume allowed
us to book a steady flow of
adjustable rate residential loans in our portfolio which contributed to loan growth
and earnings.
In addition, continued stability in
our construction/permanent loan program partially offset the
slowdown in secondary market originations.
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.
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 $1.02 billion in 2022,
$1.52 billion in 2021, and $1.56 billion in 2020.
Refinancing activity represented 13% of loan production in 2022, 30% in 2021,
and 40% in 2020.
For 2022, CCHL realized a $0.2 million net loss ($0.01 per diluted share) versus
$3.9 million net income
($0.23 per diluted share) in 2021, and $8.7 million net income ($0.52 per
diluted share) in 2020.
Other
.
Other noninterest income totaled $7.7 million in 2022 compared to $7.3 million
in 2021 and $5.9 million in 2020.
The
$0.4 million increase in 2022
was primarily attributable to a $0.4 million increase in miscellaneous income,
primarily from a $0.2
million gain on the termination of a lease.
The increase in 2021 was primarily attributable to a higher level of loan servicing fees
at CCHL from servicing retained secondary market loan sales.
Noninterest Expense
For 2022, noninterest expense totaled $151.6 million, a $10.9 million
decrease from 2021, due to a decrease in compensation
expense of $10.0 million and other expense of $1.6 million, partially
offset by an increase in occupancy expense of $0.6 million.
The decrease in compensation expense was primarily due to a decrease in salary
expense of $10.6 million that was partially offset
by an increase in associate benefit expense of $0.6 million. The variance in salary
expense was primarily due to higher realized
loan cost (credit offset to salary expense) of $7.7 million and lower variable/performance
-based compensation of $4.5 million,
partially offset by higher base salary expense of $1.8 million (merit
and new market staffing additions).
The increase in associate
benefit expense was primarily attributable to an increase in associate insurance
expense (utilized self-insurance reserves in 2021)
of $0.4 million and stock compensation expense of $0.7 million, partially
offset by lower pension service cost expense of $0.6
million.
The decrease in other expense was primarily due to lower pension plan related
costs, including a decrease of $4.9 million
for the non-service cost component of our pension plan (reflected in pension
– other) attributable to the utilization of a lower
discount rate for plan liabilities and a decrease of $0.8 million for pension plan
settlement expense.
These favorable variances
were partially offset by an increase in other real estate expense of $1.2
million, travel/entertainment and advertising costs of $1.3
million (return to pre-pandemic levels and market expansion), other losses of $0.9
million (primarily debit card and check fraud),
VISA share swap conversion ratio payments of $0.4 million, and FDIC insurance
fees of $0.3 million. Gains from the sale of two
banking offices in 2021 drove the increase in other real
estate expense.
The increase in occupancy expense is related to lease
expense for four new banking offices added in 2022
and various software purchases, including network security and end of life
upgrades.
For 2021, noninterest expense totaled $162.5 million, a $12.5 million
increase over 2020 attributable to the addition of expenses
at CCHL (March 1, 2020 acquisition) of $2.3 million and higher expenses at the
Bank totaling $10.2 million.
The increase in
expenses at the Bank were primarily due to an increase in compensation expense
of $3.7 million, including an increase in salary
expense of $3.1 million (merit raises and realized loan cost) and associate benefit
expense of $0.6 million (primarily
pension/service cost), occupancy expense of $0.5 million, and other
expense of $5.9 million.
The increase in occupancy reflected
higher lease expense for two new loan production offices added in 2021
and higher depreciation expense related to technology
investments.
The increase in other expense was primarily due to pension plan settlement expense
of $3.1 million and higher
expense of $2.1 million for the non-service cost component of our pension
plan (reflected in pension – other) attributable to the
utilization of a lower discount rate for plan liabilities.
Increases in processing fees of $0.7 million (debit card volume),
professional fees of $0.6 million, and FDIC insurance fees of $0.5
million (higher asset size) that were partially offset by a
decrease in other real estate expense of $1.6 million (gains from the sale of
two banking offices in 2021), also contributed to the
increase in other expense.
Our operating efficiency ratio (expressed as noninterest
expense as a percent of taxable equivalent net interest income plus
noninterest income) was 75.62%, 77.11%
and 70.43% in 2022, 2021 and 2020, respectively.
The decrease in this metric for 2022
was primarily driven by higher taxable equivalent net interest income (refer
to caption headed Net Interest Income and Margin)
and lower noninterest expense.
The increase in this metric for 2021 reflected higher noninterest expense,
largely the
aforementioned higher level of pension plan expenses.
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.
48
Table 5
NONINTEREST EXPENSE
(As Restated)
(Dollars in Thousands)
2022
2021
2020
Salaries
$
74,590
$
85,211
$
80,846
Associate Benefits
16,929
16,259
15,434
Total Compensation
91,519
101,470
96,280
Premises
11,184
10,879
10,512
Equipment
13,390
13,053
12,147
Total Occupancy,
net
24,574
23,932
22,659
Legal Fees
1,413
1,411
1,570
Professional Fees
5,437
5,633
4,863
Processing Services
6,534
6,569
5,832
Advertising
3,208
2,683
2,998
Travel and Entertainment
1,815
1,063
855
Telephone
2,851
2,975
2,869
Insurance – Other
2,409
2,096
1,607
Pension - Other
(3,043)
1,913
(216)
Pension Settlement
2,321
3,072
-
Other Real Estate, Net
(337)
(1,488)
104
Miscellaneous
12,933
11,179
10,541
Total Other Expense
35,541
37,106
31,023
Total Noninterest
Expense
$
151,634
$
162,508
$
149,962
Significant components of noninterest expense are discussed in more
detail below.
Compensation.
Compensation expense totaled $91.5 million in 2022 compared to $101.5 million
in 2021 and $96.3 million in
2020.
For 2022, the $10.0 million, or 9.8%, net decrease reflected a decrease in salary
expense of $10.6 million that was partially
offset by an increase in associate benefit expense of $0.6
million.
The variance in salary expense was primarily due to higher
realized loan cost (credit offset to salary expense) of $7.7 million and
lower variable/performance-based compensation of $4.5
million ($6.7 million decrease at CCHL (lower loan volume) partially offset
by a $2.2 million increase at the Bank (primarily
related to higher insurance revenues)).
These decreases were partially offset by higher base salary expense
of $1.8 million at the
Bank (merit and new market staffing additions).
The increase in associate benefit expense was primarily attributable to an
increase in associate insurance expense (utilized self-insurance reserves in
2021) of $0.4 million and stock compensation expense
of $0.7 million, partially offset by lower pension service
cost expense of $0.6 million.
For 2021, the $5.2 million, or 5.4%, net increase was attributable to
increases in salary expense of $4.4 million and associate
benefit expense of $0.8 million.
Increases in salary expense of $3.1 million and associate benefit expense of $0.6 million
at the
Bank drove a majority of the increase with the addition of CCHL compensation
expense for a full 12-month period in 2021 versus
a ten month period in 2020 driving the remaining portion of the variance.
The higher level of salary expense at the Bank reflected
an increase in base salaries of $1.8 million, primarily merit raises, and a decrease
in realized loan cost of $0.8 million (credit
offset to salary expense).
The increase in associate benefit expense at the Bank was attributable to an increase in
pension plan
service cost of $1.1 million partially offset by a decrease in
associate insurance expense of $0.4 million.
Occupancy
.
Occupancy expense (including premises and equipment) totaled $24.5
million for 2022 compared to $23.9 million
for 2021, and $22.7 million for 2020.
For 2022, the $0.6
million, or 2.7%, increase was attributable to increases in software
license expense of $0.5 million and banking office
lease expense of $0.3 million, partially offset by a decrease in
maintenance and
repairs expense of $0.1 million.
The increase in software license expense reflected software upgrades for personal
computers and
network servers, and additional investment in network security monitoring
software.
For 2021, the $1.2 million, or 5.3%, increase was attributable to an
increase in occupancy expense of $0.5 million at the Bank
primarily related to depreciation and software license expense for additional
ATM/ITM
investments and other infrastructure
investments for business line support and risk management.
The remainder of the variance reflected CCHL occupancy expense
for a full 12-month period versus a ten month period in 2020.
49
Other
.
Other noninterest expense totaled $35.5 million in 2022 compared
to $37.1 million in 2021 and $31.0 million in 2020.
For 2022, the $1.6 million, or 4.2%, decrease was due to lower pension
related costs, including a decrease of $4.9 million for the
non-service cost component of our pension plan (reflected in pension –
other) attributable to the utilization of a lower discount
rate for plan liabilities and a decrease of $0.8 million for pension plan
settlement expense. These favorable variances were
partially offset by an increase in other real estate expense of
$1.2 million, travel/entertainment and advertising costs of $1.3
million (return to pre-pandemic levels and market expansion), other losses of $0.9
million (primarily debit card and check fraud),
VISA share swap conversion ratio payments of $0.4 million, and FDIC insurance
fees of $0.3 million. Gains from the sale of two
banking offices in 2021 drove the increase in other real
estate expense.
For 2021, the $6.1 million, or 19.7%, increase was driven by an increase
in other expenses at the Bank of $5.9 million, primarily
an increase in pension related expenses, including 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.
Additionally, we incurred $3.1
million in
pension settlement charges
in 2021 related to a high level of lump sum payments to retirees.
Lastly, we realized an
increase in
expense for processing fees of $0.7 million (debit card volume),
professional fees of $0.6 million (temporary staffing support),
and insurance – other (FDIC insurance premiums)
of $0.5 million (larger asset size), that were partially offset by
a decrease in
other real estate expense of $1.6 million (higher gains from the sale of banking offices)
contributed to the increase.
Income Taxes
For 2022, we realized income tax expense of $7.8 million (effective
rate of 19%) compared to $9.8 million (effective rate of 20%)
for 2021 and $10.2 million (effective rate of 19%) for 2020.
Income tax expense for 2022 and 2021 was unfavorably impacted
due to lower CCHL income.
For 2022, income tax expense was favorably impacted by $0.4 million
related to tax benefits
accrued via a 2022 investment in a solar tax credit equity fund.
Further, 2022 income tax expense was favorably
impacted by
discrete tax items totaling $0.7 million related to a favorable deferred
tax adjustment for our Supplemental Executive Retirement
Plan and a State of Florida corporate tax refund.
Income tax expense for 2021 was unfavorably impacted by net discrete tax items
totaling $0.3 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 and 2020
state tax rates were adjusted to reflect the one percentage point (2020) and two percentage
point (2021) reductions each year.
The
Florida tax rate reverted to 5.5% effective January 1,
2022.
Absent discrete items, we expect our annual effective tax rate to approximate
21%-22% in 2023.
FINANCIAL CONDITION
Average assets totaled
approximately $4.332 billion for 2022, an increase of $348.2
million, or 8.7%, over 2021.
Average
earning assets were approximately $3.989 billion for 2022, an increase
of $336.8 million, or 9.2%, over 2021.
Compared to 2021,
average overnight funds decreased $141.1 million, while investment securities
increased $318.8 million and average loans held
for investment were higher by $188.9 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 fiscal
years.
Loans
In 2022, average loans HFI increased $188.9 million, or 9.4%, compared to
an increase of $43.0 million, or 2.2%, in 2021.
Compared to 2021, the growth in average loans was broad based with increases
realized in most loan categories, more
significantly so in the residential real estate, construction, and consumer
(indirect auto) segments.
Total loans HFI at December
31, 2022 totaled $2.548 billion, a $616 million increase over December 31, 2021
and primarily reflected higher balances in the
following categories: residential real estate of $389 million, commercial
real estate of $119 million, and construction of $60
million.
At December 31, 2022, our consumer loans balances reflected direct loans
of $22 million and indirect auto loans of $303
million.
During 2022, indirect auto balances peaked at $338 million in May,
but declined gradually for the remainder of the year
as we focused on reducing exposure to this loan segment which totaled
$303 million at December 31, 2022.
As part of our overall strategy,
we will 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, which in large part drove
the aforementioned increases in residential real estate and construction
loans.
50
Expansion into new markets in the Northern Arc of Atlanta, Georgia
(Cobb and Gwinnett Counties) and Walton
County, Florida
drove incremental loan growth of approximately $65 million in 2022
as we added to those banking teams throughout 2022.
In 2022, average loans held for sale (“HFS”) decreased $29.8 million, or 38.1%,
from 2021 due to lower loan volume at CCHL.
Loans HFI and HFS as a percentage of average earning assets decreased slightly
to 56.1% in 2022 compared to 56.9% in 2021,
primarily attributable to an increase in our investment portfolio.
Table 6
SOURCES OF EARNING ASSET GROWTH
(As Restated)
(As Restated)
(As Restated)
2021 to
Percentage
Components of
2022
Total
Average
Earning Assets
(Average Balances – Dollars In Thousands)
Change
Change
2022
2021
2020
Loans:
Loans HFS
$
(29,826)
(8.9)
%
1.2
%
2.1
%
2.6
%
Loans HFI:
Commercial, Financial, and Agricultural
(71,063)
(21.1)
6.0
8.5
11.7
Real Estate – Construction
56,999
16.9
5.4
4.3
4.0
Real Estate – Commercial Mortgage
23,031
6.8
17.6
18.6
21.1
Real Estate – Residential
126,843
37.7
12.3
10.0
11.5
Real Estate – Home Equity
908
0.3
4.9
5.3
6.4
Consumer
52,159
15.5
8.7
8.0
8.8
Total HFI Loans
188,877
56.1
54.9
54.7
63.5
Total Loans HFS and
HFI
$
159,051
47.2
56.1
56.8
66.1
%
Investment Securities:
Taxable
$
319,923
95.0
%
27.5
%
21.3
%
18.6
%
Tax-Exempt
(1,104)
(0.3)
0.1
0.1
0.2
Total Securities
$
318,819
94.7
%
27.6
%
21.4
%
18.8
%
Funds Sold
(141,108)
(41.9)
16.3
21.8
15.1
Total Earning Assets
$
336,762
100
%
100
%
100
%
100
%
Our average total loans (HFS and HFI)-to-deposit ratio was 59.5%
in 2022, 61.0% in 2021, and 71.7% in 2020.
The composition of our HFI loan portfolio at December 31 for each of
the past three years is shown in Table
7.
Table 8 arrays
our HFI loan portfolio at December 31, 2022, by maturity period.
As a percentage of the HFI loan portfolio, loans with fixed
interest rates represented 33.3% at December 31, 2022 compared to 39.3% at December
31, 2021. A higher level of 1-4 family
real estate secured adjustable rate loan production in 2022 drove the decrease
in the percentage.
Table 7
LOANS HFI BY CATEGORY
(As Restated)
(Dollars in Thousands)
2022
2021
2020
Commercial, Financial and Agricultural
$
247,362
$
223,086
$
393,930
Real Estate – Construction
234,519
174,394
135,831
Real Estate – Commercial Mortgage
782,557
663,550
648,393
Real Estate – Residential
749,513
360,021
352,543
Real Estate – Home Equity
208,217
187,821
205,479
Consumer
325,517
322,593
270,250
Total Loans HFI, Net
of Unearned Income
$
2,547,685
$
1,931,465
$
2,006,426
51
Table 8
LOANS HFI MATURITIES
(As Restated)
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
$
51,514
$
128,783
$
65,957
$
1,108
$
247,362
Real Estate – Construction
113,672
66,238
22,471
32,138
234,519
Real Estate – Commercial Mortgage
46,777
112,179
330,311
293,290
782,557
Real Estate – Residential
19,789
477,723
103,673
148,328
749,513
Real Estate – Home Equity
3,820
10,815
79,512
114,070
208,217
Consumer
(1)
5,835
143,516
176,157
9
325,517
Total
$
241,407
$
939,254
$
778,081
$
588,943
$
2,547,685
Total Loans HFI with
Fixed Rates
$
92,180
$
368,969
$
351,766
$
27,227
$
840,142
Total Loans HFI with
Floating or Adjustable Rates
149,227
570,285
426,315
561,716
1,707,543
Total
$
241,407
$
939,254
$
778,081
$
588,943
$
2,547,685
(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 fiscal 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 $2.7
million at December 31, 2022 compared to $4.3 million at December
31, 2021.
At December 31, 2022, nonperforming assets as a
percent of total assets was 0.06%,
a decrease of four basis points from December 31, 2021.
Table 9
CREDIT QUALITY
(As Restated)
(Dollars in Thousands)
2022
2021
2020
Nonaccruing Loans:
Commercial, Financial and Agricultural
$
41
$
90
$
161
Real Estate – Construction
17
-
179
Real Estate – Commercial Mortgage
645
604
1,412
Real Estate – Residential
239
2,097
3,130
Real Estate – Home Equity
771
1,319
695
Consumer
584
212
294
Total Nonaccruing
Loans
2,297
4,322
5,871
Other Real Estate Owned
431
17
808
Total Nonperforming
Assets
$
2,728
$
4,339
$
6,679
Past Due Loans 30 – 89 Days
$
7,829
$
3,600
$
4,594
Performing Troubled Debt Restructurings
5,913
7,643
13,887
Classified Loans
$
19,342
$
17,912
$
17,631
Nonaccruing Loans/Loans
0.09
%
0.22
%
0.29
%
Nonperforming Assets/Total
Assets
0.06
0.10
0.18
Nonperforming Assets/Loans Plus OREO
0.11
0.22
0.33
Allowance/Nonaccruing Loans
1,091.33
%
499.93
%
405.66
%
52
Nonaccrual Loans
.
Nonaccrual loans totaled $2.3 million at December 31, 2022, a $2.0 million decrease
from December 31,
2021.
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 2022 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, 2022.
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 $0.4
million at December 31, 2022 versus $0.02 million at December 31, 2021.
During 2022, we added properties
totaling $2.4 million and sold properties totaling $2.0 million.
For 2021, we added properties totaling $1.7 million, sold
properties totaling $2.8 million, and recorded net favorable valuation
adjustments totaling $0.3
million.
Troubled
Debt Restructurings (“TDRs”).
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, 2022 totaled $6.1 million compared
to $8.0 million at December 31, 2021.
Accruing
TDRs made up approximately $5.9 million of our TDR portfolio at December
31, 2022, of which $0.3 million was over 30 days
past due.
The weighted average rate for the loans within the accruing TDR portfolio was 5.96%.
During 2022, we modified two
loan contracts totaling approximately $0.1 million compared to three
loan contracts totaling approximately $0.6
million during
2021.
Our TDR default rate (default balance as a percentage of average TDRs) in 2022 and
2021 was 0.0% and 4.1%,
respectively.
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, 2022 totaled $7.8 million compared to $3.6 million
at December 31, 2021.
Indirect
auto loans represented a large portion of the increase and at December
31, 2022 reflected 73% of total dollars past due and 72%
of total dollars past due at December 31, 2021.
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, 2022, we had $2.8 million in
loans of this type which were not included in either of the nonaccrual, TDR or
90 day past due loan categories compared to $1.5
million at December 31, 2021.
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 78% at December 31,
2022 and 72% at December 31, 2021 with the increase driven by a higher volume
of 1-4 family residential real estate loans
originated in 2022.
The primary types of real estate collateral are commercial properties and 1-4 family
residential properties.
We review our
loan portfolio segments and concentration limits on an ongoing basis and will make
adjustments as needed to
mitigate/reduce risk to segments that reflect decline or stress.
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 $91
million.
53
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 total real estate loans at December 31.
Table 10
REAL ESTATE
LOANS BY PROPERTY TYPE
(As Restated)
2022
2021
Investor
Real Estate
Owner
Occupied
Real Estate
Investor
Real Estate
Owner
Occupied
Real Estate
Vacant
Land, Construction, and Land Development
14.8
%
-
18.1
%
-
Improved Property
27.4
57.8
%
28.4
53.5
%
Total Real Estate Loans
42.2
%
57.8
%
46.5
%
53.5
%
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, 2022.
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 separately 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 fiscal years.
For 2022, we realized net loan charge-offs of $3.9
million, or 0.18%, of average HFI loans, compared to net loan recoveries of
$0.6 million, or 0.03%, for 2021, and net loan charge-offs
of $2.4
million, or 0.12%, for 2020.
A majority of the increase in 2022
reflected higher commercial loan charge-offs and
consumer loan (indirect auto) charge-offs, as well as a significant
reduction in
loan recoveries.
The increase in commercial loan charge-offs was primarily
attributable to one problem loan relationship that was
resolved in the second quarter of 2022.
At December 31, 2022, the allowance for credit losses represented 0.98%
of HFI loans and provided coverage of 1,091% of
nonperforming loans compared to 1.12% and 500%, respectively,
at December 31, 2021 and 1.19% and 406%, respectively,
at
December 31, 2020.
At December 31, 2022, the allowance for credit losses for HFI loans totaled
$25.1 million compared to $21.6 million at December
31, 2021 and $23.8 million at December 31, 2020.
Incremental allowance related to loan growth, a higher projected rate of
unemployment and its effect on rates of default, and slower prepayment
speeds (due to higher interest rates) were all contributing
factors driving the $3.5 million increase in the allowance during 2022.
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).
54
Table 11
ALLOCATION OF
ALLOWANCE
FOR CREDIT LOSSES
(As Restated)
2022
2021
2020
(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
$
1,506
9.7
%
$
2,191
11.6
%
$
2,204
19.6
%
Real Estate:
Construction
2,654
9.2
3,302
9.0
2,479
6.8
Commercial
4,815
30.7
5,810
34.4
7,029
32.3
Residential
10,741
29.4
4,129
18.6
5,440
17.6
Home Equity
1,864
8.2
2,296
9.7
3,111
10.2
Consumer
3,488
12.8
3,878
16.7
3,553
13.5
Total
$
25,068
100
%
$
21,606
100
%
$
23,816
100
%
Investment Securities
Our average investment portfolio balance increased $318.8
million, or 40.7%, in 2022 and increased $203.4 million, or 35.1%,
in
2021.
As a percentage of average earning assets, our investment portfolio represented
27.6% in 2022, compared to 21.4% in
2021.
In 2022, the growth in the investment portfolio was attributable to an investment
purchase program implemented to take
advantage of higher rates and deploy a portion of our excess liquidity,
in addition to reinvesting a portion of the portfolio cash
flow during the year. As we continue
to monitor our overall liquidity levels throughout 2023, we will allow cash flow
from the
investment portfolio to run-off and we will review various
investment strategies as appropriate.
In 2022, average taxable investments increased $319.9 million,
or 41.1%, while tax-exempt investments decreased $1.1 million,
or 29.3%.
Taxable bonds increased
as part of our overall investment strategy,
and non-taxable investments decreased as the tax-
equivalent yield was generally unattractive throughout 2022
compared to taxable investments.
At December 31, 2022, municipal
securities (taxable and non-taxable) comprised 3.8% of the portfolio.
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 2022 and 2021, we purchased securities under both the AFS and
HTM designations.
At December 31, 2022, $413.3 million, or 38.5% of our investment portfolio
was classified as AFS, with $660.7 million, or
61.5%, classified as HTM.
At December 31, 2021, the AFS and HTM portfolio comprised 65.8%
and 34.1%, respectively.
During the third quarter of 2022, U.S. Treasury
obligations totaling $168.4 million with unrealized losses of $9.4 million were
transferred from AFS to HTM.
At December 31, 2022, $7.9 million was remaining in unrealized losses for these securities.
Table 12 provides
the composition of our investment securities portfolio at December 31 for each of
the last three fiscal years.
55
Table 12
INVESTMENT SECURITIES COMPOSITION
2022
2021
2020
(Dollars in Thousands)
Carrying
Amount
Percent
Carrying
Amount
Percent
Carrying
Amount
Percent
Available for
Sale
U.S. Government Treasury
$
22,050
2.1
%
$
187,868
18.9
%
$
104,519
21.1
%
U.S. Government Agency
186,052
17.3
237,578
23.9
208,531
42.2
States and Political Subdivisions
40,329
3.8
46,980
4.7
3,632
0.7
Mortgage-Backed Securities
69,405
6.5
88,869
8.9
515
0.1
Corporate Debt Securities
88,236
8.2
86,222
8.7
-
-
Other Securities
7,222
0.6
7,094
0.7
7,673
1.6
Total
413,294
38.5
654,611
65.8
324,870
65.7
Held to Maturity
U.S. Government Treasury
457,374
42.6
115,499
11.6
5,001
1.0
Mortgage-Backed Securities
203,370
18.9
224,102
22.5
164,938
33.3
Total
660,744
61.5
339,601
34.1
169,939
34.3
Other Equity Securities
10
-
861
0.1
-
-
Total Investment
Securities
$
1,074,048
100
%
$
995,073
100
%
$
494,809
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, 2022, there were 928 positions (combined AFS and HTM)
with pre-tax unrealized losses totaling $90.0 million.
The GNMA mortgage-backed securities, U.S. Treasuries,
and SBA securities held carry the full faith and credit guarantee of
the
U.S. Government, and are 0% risk-weighted assets.
Other mortgage-backed securities held (Federal National Mortgage
Association and Federal Home Loan Mortgage Corporation) are issued by
U.S. Government sponsored entities.
Direct
obligations of U.S. Government agencies (Federal Farm Credit Bank and
Federal Home Loan Bank of Atlanta) are also owned.
We believe the
long history of no credit losses on government securities indicates that the expectation
of nonpayment of the
amortized cost basis is zero.
A large portion of the SBA securities float monthly or quarterly with
the prime rate and are
uncapped.
The remaining positions owned are municipal and corporate bonds.
At December 31, 2022, 26 corporate positions
had a total allowance for credit loss of $28,000 and 21 municipal positions had
a total allowance for credit loss of $13,000.
All of
these positions maintain an overall rating of at least “A-”, and all are expected to
mature at par.
The average maturity of our investment portfolio at December 31, 2022
was 3.57 years compared to 3.62 years at December 31,
2021.
The average life of our investment portfolio decreased slightly primarily
due to the natural aging of the portfolio, partially
offset by a portion of the portfolio being reinvested into short-to-intermediate
term securities.
The weighted average taxable equivalent yield of our investment
portfolio at December 31, 2022 was 2.03% versus 1.12% in
2021.
This increase in yield reflected higher reinvestment rates during 2022.
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, 2022.
Table 13 and Note 2
in the Notes to Consolidated Financial Statements present a detailed analysis of our
investment securities as
to type, maturity, unrealized
losses, and yield at December 31.
56
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
$
2,862
4.40
%
$
19,188
0.70
%
$
-
-
%
$
-
-
%
$
22,050
1.18
%
U.S. Government
Agency
40,904
1.39
143,233
2.99
1,915
1.70
-
-
186,052
2.62
States and Political
Subdivisions
4,039
1.42
17,298
1.35
18,992
1.85
-
-
40,329
0.72
Mortgage-Backed
Securities
(1)
1
2.03
4,424
1.26
46,069
2.13
18,911
2.39
69,405
2.14
Corporate Debt
Securities
1,000
5.05
65,554
1.77
21,682
2.18
-
-
88,236
1.91
Other Securities
(2)
-
-
-
-
-
-
7,222
5.79
7,222
5.79
Total
$
48,806
1.64
%
$
249,697
2.35
%
$
88,658
2.07
%
$
26,133
3.33
%
$
413,294
2.23
%
Held to Maturity
U.S. Government
Treasury
$
-
-
%
$
457,374
1.93
%
$
-
-
%
$
-
-
%
$
457,374
1.93
%
Mortgage-Backed
Securities
(1)
2,582
2.59
138,781
1.83
62,007
1.80
-
-
203,370
1.83
Total
$
2,582
2.59
%
$
596,155
1.91
%
$
62,007
1.80
%
$
-
-
%
$
660,744
1.90
%
Equity Securities
$
-
-
%
$
-
-
%
$
-
-
%
$
10
5.63
%
$
10
5.63
%
Total Investment
Securities
$
51,388
1.69
%
$
845,852
2.04
%
$
150,665
1.96
%
$
26,143
3.34
%
$
1,074,048
2.03
%
(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 2022 were $3.763 billion, an increase of $356.5 million, or 10.5%, over
2021. Average
deposits
increased $562.5 million, or 19.8%, from 2020 to 2021.
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 2022 reflecting additional federal stimulus
inflows as well as core deposit growth.
In
addition, strong seasonal growth of public funds occurred in the fourth quarter
of 2022 which is expected to be drawn down over
the course of 2023.
The FOMC has increased their benchmark interest rate aggressively by
425 basis points during 2022. This resulted in a shift in
deposit mix which we began to see in the fourth quarter of 2022, primarily
in two large corporate clients totaling approximately
$40 million that migrated from noninterest bearing to interest bearing deposit accounts.
Also in the fourth quarter, we began to
realize some run-off of stimulus funds and core deposits from
our more rate sensitive clients in favor of higher yielding
investments.
We have several strategies in
place to protect core deposits and mitigate deposit run-off, and we
will continue to
closely monitor several metrics such as the sensitivity of our clients to 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 as well as the overall client relationship rather than competing
solely on rate.
We believe this enabled
us to maintain
a low cost of funds (interest expense/average earning assets) of
17 basis points for 2022 and 10 basis points for 2021.
57
Table 2 provides
an analysis of our average deposits, by category,
and average rates paid thereon for each of the last three fiscal
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, 2022.
For 2022, noninterest bearing deposits represented 44.9%
of total average deposits.
This compares to 44.7% in 2021 and 44.1% in 2020.
Average short
-term borrowings decreased $13.0 million in 2022 primarily 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.
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
2021 to
Percentage
Components of
2022
of Total
Total
Deposits
(Average Balances - Dollars in Thousands)
Change
Change
2022
2021
2020
Noninterest Bearing Deposits
$
167,415
47.0
%
44.9
%
44.7
%
44.1
%
NOW Accounts
100,518
28.2
28.3
28.3
29.0
Money Market Accounts
4,801
1.3
7.5
8.2
8.3
Savings Accounts
91,290
25.6
16.7
15.8
14.9
Time Deposits
(7,574)
(2.1)
2.6
3.0
3.7
Total Deposits
$
356,450
100
%
100
%
100
%
100
%
Table 15
MATURITY DISTRIBUTION
OF CERTIFICATES
OF DEPOSITS GREATER
THAN $250,000
2022
(Dollars in Thousands)
Certificates
of Deposit
Percent
Three months or less
$
1,518
12.2
%
Over three through six months
2,356
18.9
Over six through twelve months
2,527
20.3
Over twelve months
6,048
48.6
Total
$
12,449
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.
58
We have established
what we believe to be a comprehensive interest rate risk management policy,
which is administered by
management’s Asset Liability Management
Committee (“ALCO”).
The policy establishes limits of risk, which are quantitative
measures of the percentage change in net interest income (a measure of net
interest income at risk) and the fair value of equity
capital (a measure of economic value of equity (“EVE”) at risk) resulting from
a hypothetical change in interest rates for
maturities from one day to 30 years.
We measure the
potential adverse impacts that changing interest rates may have on our
short-term earnings, long-term value, and liquidity by employing
simulation analysis through the use of computer modeling.
The
simulation model captures optionality factors such as call features and
interest rate caps and floors imbedded in investment and
loan portfolio contracts.
As with any method of gauging interest rate risk, there are certain shortcomings inherent
in the interest
rate modeling methodology used by us.
When interest rates change, actual movements in different categories
of interest-earning
assets and interest-bearing liabilities, loan prepayments, and withdrawals
of time and other deposits, may deviate significantly
from assumptions used in the model.
Finally, the methodology does not
measure or reflect the impact that higher rates may have
on adjustable-rate loan clients’ ability to service their debts, or the impact of
rate changes on demand for loan and deposit
products.
The Consolidated 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,
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
Risk Oversight Committee (“ROC”) and the Board of Directors.
(The -200bp, -300bp, and -400bp rate scenarios were not
modeled in 2021 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 Consolidated 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,
2022, the instantaneous
rate shock of -200bp, -300bp and -400bp over 12-months and over 24-months
was outside of the desired
parameters due to the limited ability to reprice
deposits in these respective shock scenarios.
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
-200 bp
-300 bp
-400 bp
Policy Limit
-15.0
%
-12.5
%
-10.0
%
-7.5
%
-7.5
%
-10.0
%
-12.5
%
-15.0
%
December 31, 2022
11.3
%
8.4
%
5.5
%
2.8
%
-5.0
%
-12.3
%
-20.0
%
-27.1
%
December 31, 2021
36.6
%
27.2
%
17.8
%
8.7
%
-6.2
%
n/a
%
n/a
%
n/a
%
Percentage Change (24-month shock)
+400 bp
+300 bp
+200 bp
+100 bp
-100 bp
-200 bp
-300 bp
-400 bp
Policy Limit
-17.5
%
-15.0
%
-12.5
%
-10.0
%
-10.0
%
-12.5
%
-15.0
%
-17.5
%
December 31, 2022
31.3
%
25.2
%
19.0
%
13.1
%
-2.0
%
-13.8
%
-25.7
%
-36.3
%
December 31, 2021
55.0
%
40.5
%
26.1
%
12.2
%
-11.1
%
n/a
%
n/a
%
n/a
%
The Net Interest Income at risk position was generally less favorable
at December 31, 2022 compared to December 31, 2021 for
the 12-month and 24-month shocks for rising rate scenarios.
Strong loan growth and a reduction in our overnight funds balance
during the year made us less asset sensitive, which is less favorable
in rising rate environments, and more favorable in a falling
rate environment.
Net Interest Income at risk is within our prescribed policy limits over both
the 12-month and 24-month periods for all rising rate
scenarios, and the down 100 bps rate scenario.
The percent change over both a 12-month and 24-month shock are outside of
policy in a rates down 200 bps, down 300 bps, and down 400 bps scenarios due
to our limited ability to lower our deposit rates
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.
59
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.
Table 17
ESTIMATED CHANGES
IN ECONOMIC VALUE
OF EQUITY
(1)
Changes in Interest Rates
+400 bp
+300 bp
+200 bp
+100 bp
-100 bp
-200 bp
-300 bp
-400 bp
Policy Limit
-30.0
%
-25.0
%
-20.0
%
-15.0
%
-15.0
%
-20.0
%
-25.0
%
-30.0
%
December 31, 2022
11.0
%
9.0
%
6.4
%
3.6
%
-7.4
%
-18.8
%
-30.9
%
-40.1
%
December 31, 2021
31.5
%
24.6
%
16.5
%
8.2
%
-19.0
%
n/a
%
n/a
%
n/a
%
EVE Ratio (policy minimum 5.0%)
21.7
%
21.0
%
20.1
%
19.2
%
16.6
%
14.3
%
12.0
%
10.2
%
(1)
Down 200, 300 and 400 bp rate scenarios have been added due to the current
interest rate environment.
At December 31, 2022, the economic value of equity was favorable
in all rising rate environments and was within prescribed
tolerance levels.
Factors that can impact EVE values 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
300 bps and down 400 bps rate scenarios, the EVE Ratios
(EVE/EVA)
were 12.0% and 10.2%, respectively,
at December 31, 2022 and were therefore 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 2022
and 2021, 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, 2022, we had the ability to generate approximately $1.354
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, ROC 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 to 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 3.57
years at December 31, 2022 and the available-for-sale portfolio had a net unrealized
pre-tax loss of $41.9 million.
60
Our average net overnight funds sold position (defined as funds sold plus interest-bearing
deposits with other banks less funds
purchased) was $649.8 million in 2022 compared to an average net overnight
funds sold position of $790.9 million in 2021.
The
declining overnight funds position in 2022 reflected strong growth in
average loans.
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, office
leasehold improvements, business applications, and information technology
security needs as well as furniture and fixtures and banking office
remodels.
We expect that these capital
expenditures will be
funded with existing resources without impairing our ability to meet our
ongoing obligations.
Borrowings
At December 31, 2022, total advances from the FHLB consisted of
$0.6 million in outstanding debt comprised of three notes.
In
2022, the Bank made FHLB advance payments totaling $0.9 million.
Two advances
matured, none were paid off, and no new
fixed rate advances were obtained in 2022. 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 2022, average short-term borrowings,
consisting primarily of CCHL warehouse line balances, declined $13.0 million
compared to 2021 due to lower residential loan production volume which
reduced short-term borrowing needs.
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, 2022. 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 $387.3 million at December 31, 2022
compared to $383.2 million at December 31, 2021.
For 2022,
shareowners’ equity was positively impacted by net income attributable
to common shareowners of $33.4 million, a $3.1 million
increase in the fair value of the interest rate swap related to subordinated debt, stock
compensation accretion of $1.3 million, net
adjustments totaling $1.6 million related to transactions under our
stock compensation plans, and an $8.7 million decrease in the
accumulated other comprehensive loss for our pension plan.
Shareowners’ equity was reduced by common stock dividends of
$11.2 million ($0.66 per share) and a $32.8 million
increase in the unrealized loss 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, 2022 was
8.57% compared to 8.99% at December 31, 2021.
Further, our tangible common equity ratio was 6.65%
(non-GAAP financial
measure) at December 31, 2022 compared to 6.95% at December 31, 2021.
The decline in the ratios in 2022 was substantially
due to an increase in the unrealized loss on available-for-sale
securities.
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, 2022, our total risk-based capital ratio was 15.30% compared to
17.15% at
December 31, 2021.
Our common equity tier 1 capital ratio was 12.38% and 13.86%, respectively,
on these dates.
Our leverage
ratio was 8.91%
and 8.95%, respectively, on
these dates.
With the exception of the leverage ratio, the decline
in our regulatory
capital ratios compared to 2021 was attributable to strong loan growth during
2022.
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.
61
At December 31, 2022, our common stock had a book value of $22.73 per diluted
share compared to $22.63 at December 31,
2021.
Book value is impacted by the net unrealized gains and losses on investment
securities.
At December 31, 2022, the net
unrealized loss was $37.3 million compared to an unrealized loss of $4.6 million
at December 31, 2021.
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, 2022, the net pension liability reflected in accumulated other comprehensive
loss was $4.5 million compared to $13.2 million at December 31, 2021.
The favorable adjustment to our unfunded pension
liability reflected a higher discount rate used to calculate the present value
of the pension obligation that was partially offset by a
lower than estimated return on plan assets.
The higher discount rate reflected the increase in long-term interest rates in 2022.
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 and there were no adjustments
made during 2022.
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 under the 2014 plan could be made in the open market or in privately negotiated
transactions; however, we were 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 2022
or 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.
In January 2023, we
repurchased 25,000 shares of our common stock at $32.39 per share.
Dividends
Adequate capital and financial strength are paramount to our stability
and the stability of CCB.
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.
62
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 of 2022, 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 2022 was 3.11%.
The estimated impact
to 2022 pension expense of a 25 basis point increase or decrease in the discount
rate would have been an approximate $0.9
million decrease or increase, respectively.
We anticipate using
a 5.63% discount rate in 2023.
Based on the balances at the December 31, 2022 measurement date, the
estimated impact on accumulated other comprehensive
loss of a 25 basis point increase or decrease in the discount rate would have been a
decrease or increase of approximately $2.2
million (after-tax).
The estimated impact on accumulated other comprehensive loss of a 1% favorable/unfavorable
variance in the
actual rate of return on plan assets versus the assumed rate of return
on plan assets of 6.75% would have been an approximate
$1.2 million (after-tax) decrease/increase,
respectively.
63
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 2022 was 6.75%.
The estimated impact to 2022 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 2023.
The assumed rate of annual compensation increases of 4.40% in 2022 reflected
expected trends in salaries and the employee
base.
We anticipate using
a compensation increase of approximately 5.10% for 2023 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.
64
Item 8.
Financial Statements and Supplementary Data
2022 Report of Independent Registered Public Accounting Firm (PCAOB ID
686
)
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
64
Report of Independent Registered Public Accounting Firm
68
Consolidated Statements of Financial Condition
69
Consolidated Statements of Income
70
Consolidated Statements of Comprehensive Income
71
Consolidated Statements of Changes in Shareowners’ Equity
72
Consolidated Statements of Cash Flows
73
Notes to Consolidated Financial Statements
65
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 Consolidated Financial Statements
We have audited
the accompanying consolidated statements of financial condition of Capital City Bank
Group, Inc. (the
“Company”) as of December 31, 2022 and 2021, the related consolidated
statements of income, comprehensive income, changes
in shareowners’ equity,
and cash flows for each of the years in the two-year period ended December 31, 2022,
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, 2022
and 2021, and the
results of its operations and its cash flows for each of the years in the two-year period
ended December 31, 2022, 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, 2022, based on criteria established
in
Internal Control – Integrated Framework: (2013)
issued by the Committee of Sponsoring Organizations
of the Treadway
Commission and our report dated March 1, 2023 (December 22, 2023,
as to the effects of the material weakness described in
Management’s Annual Report on
Internal Control over Financial Reporting (as revised)), expressed an adverse
opinion on the
effectiveness of the Company’s
internal control over financial reporting because of the material
weakness.
Restatement of Previously Issued Financial Statements
As discussed in Note 1 to the consolidated financial statements, the 2022 consolidated
financial statements have been restated to
correct a misstatement.
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
audits 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 include 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.
Critical Audit Matters
The critical audit matter communicated below arises from the current-period
audit of the financial statements that was
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 it relates.
Allowance for Credit Losses
The Company’s loans held for investment
portfolio totaled $2.55 billion as of December 31, 2022, and the allowance for credit
losses on loans held for investment was $25.1 million.
The Company’s unfunded
loan commitments totaled $781.1 million, with
an allowance for credit loss of $3.0 million.
The Company’s available-for-sale securities and
held-to-maturity securities
portfolios totaled $1.07 billion as of
December 31, 2022, and the allowance for credit losses on securities was $41,000.
Together these allowance amounts
represent
the allowance for credit losses (ACL).
66
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 statement of financial condition 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, 2022, 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, 2022, 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
evaluation 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
●
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
●
Evaluated documentation prepared to assess the methodology utilized in the
ACL calculation for securities for
reasonableness
FORVIS, LLP
(Formerly, BKD, LLP)
We have served
as the Company’s auditor since 2021.
Little Rock, Arkansas
March 1, 2023 (December 22, 2023, as to the effects of the restatement discussed
in Note 1)
67
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 statements of income, comprehensive income
,
shareowners' equity
and cash flows of Capital City Bank Group, Inc. for the year 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 results of the Company’s
operations and its cash flows for the
year ended December 31, 2020, in conformity with U.S. generally accepted
accounting principles.
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 included 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.
/s/ Ernst & Young
LLP
We served as the Company’s
auditor from 2007 to 2021.
Tallahassee, Florida
March 1, 2021
68
CAPITAL CITY BANK
GROUP,
INC.
CONSOLIDATED STATEMENTS
OF FINANCIAL CONDITION
(As Restated)
As of
December 31,
As of
December 31,
(Dollars in Thousands)
2022
2021
ASSETS
Cash and Due From Banks
$
72,114
$
65,313
Federal Funds Sold and Interest Bearing Deposits
528,536
970,041
Total Cash and Cash Equivalents
600,650
1,035,354
Investment Securities, Available
for Sale, at fair value (amortized cost of $
455,232
and $
660,732
)
413,294
654,611
Investment Securities, Held to Maturity (fair value of $
612,701
and $
339,699
)
660,744
339,601
Equity Securities
10
861
Total Investment
Securities
1,074,048
995,073
Loans Held For Sale, at fair value
26,909
52,532
Loans, Held for Investment
2,547,685
1,931,465
Allowance for Credit Losses
(25,068)
(21,606)
Loans Held for Investment, Net
2,522,617
1,909,859
Premises and Equipment, Net
82,138
83,412
Goodwill and Other Intangibles
93,093
93,253
Other Real Estate Owned
431
17
Other Assets
119,337
94,349
Total Assets
$
4,519,223
$
4,263,849
LIABILITIES
Deposits:
Noninterest Bearing Deposits
$
1,653,620
$
1,668,912
Interest Bearing Deposits
2,285,697
2,043,950
Total Deposits
3,939,317
3,712,862
Short-Term
Borrowings
56,793
34,557
Subordinated Notes Payable
52,887
52,887
Other Long-Term
Borrowings
513
884
Other Liabilities
73,675
67,735
Total Liabilities
4,123,185
3,868,925
Temporary Equity
8,757
11,758
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;
16,986,785
and
16,892,060
shares issued and outstanding at December 31, 2022 and 2021, respectively
170
169
Additional Paid-In Capital
37,331
34,423
Retained Earnings
387,009
364,788
Accumulated Other Comprehensive Loss, Net of Tax
(37,229)
(16,214)
Total Shareowners’
Equity
387,281
383,166
Total Liabilities, Temporary
Equity, and Shareowners’ Equity
$
4,519,223
$
4,263,849
The accompanying Notes to Consolidated Financial Statements are
an integral part of these statements.
69
CAPITAL CITY BANK
GROUP,
INC.
CONSOLIDATED STATEMENTS
OF INCOME
For the Years
Ended December 31,
(As Restated)
(Dollars in Thousands, Except Per Share
Data)
2022
2021
2020
INTEREST INCOME
Loans, including Fees
$
106,444
$
96,561
$
94,752
Investment Securities:
Taxable
15,917
8,724
10,176
Tax Exempt
38
68
98
Federal Funds Sold and Interest Bearing Deposits
9,511
998
1,171
Total Interest Income
131,910
106,351
106,197
INTEREST EXPENSE
Deposits
3,444
839
1,548
Short-Term
Borrowings
1,761
1,360
1,690
Subordinated Notes Payable
1,652
1,228
1,472
Other Long-Term
Borrowings
31
63
161
Total Interest Expense
6,888
3,490
4,871
NET INTEREST INCOME
125,022
102,861
101,326
Provision for Credit Losses
7,494
(1,553)
9,645
Net Interest Income After Provision for Credit Losses
117,528
104,414
91,681
NONINTEREST INCOME
Deposit Fees
22,121
18,882
17,800
Bank Card Fees
15,401
15,274
13,044
Wealth Management
Fees
18,059
13,693
11,035
Mortgage Banking Revenues
11,909
52,425
63,344
Other
7,691
7,271
5,942
Total Noninterest
Income
75,181
107,545
111,165
NONINTEREST EXPENSE
Compensation
91,519
101,470
96,280
Occupancy, Net
24,574
23,932
22,659
Other
35,541
37,106
31,023
Total Noninterest
Expense
151,634
162,508
149,962
INCOME BEFORE INCOME TAXES
41,075
49,451
52,884
Income Tax Expense
7,798
9,835
10,230
NET INCOME
$
33,277
$
39,616
$
42,654
Loss (Income) Attributable to Noncontrolling Interests
135
(6,220)
(11,078)
NET INCOME ATTRIBUTABLE
TO COMMON SHAREOWNERS
$
33,412
$
33,396
$
31,576
BASIC NET INCOME PER SHARE
$
1.97
$
1.98
$
1.88
DILUTED NET INCOME PER SHARE
$
1.97
$
1.98
$
1.88
Average Basic Common
Shares Outstanding
16,951
16,863
16,785
Average Diluted
Common Shares Outstanding
16,985
16,893
16,822
The accompanying Notes to Consolidated Financial Statements are
an integral part of these statements.
70
CAPITAL CITY BANK
GROUP,
INC.
CONSOLIDATED STATEMENTS
OF COMPREHENSIVE INCOME
For the Years
Ended December 31,
(As Restated)
(Dollars in Thousands)
2022
2021
2020
NET INCOME ATTRIBUTABLE
TO COMMON SHAREOWNERS
$
33,412
$
33,396
$
31,576
Other comprehensive income (loss), before
tax:
Investment Securities:
Change in net unrealized (loss) gain on securities available-for-sale
(35,814)
(9,673)
2,437
Unrealized losses on securities transferred from available-for-sale
to
held-to-maturity
(9,384)
-
-
Amortization of unrealized losses on securities transferred from
available-for-sale to held-to-maturity
1,469
26
36
Derivative:
Change in net unrealized gain on effective cash flow
derivative
4,146
1,476
574
Benefit Plans:
Reclassification adjustment for amortization of prior service cost
292
234
(880)
Reclassification adjustment for amortization of net loss
4,752
10,806
4,391
Defined benefit plan settlement
2,321
3,072
-
Current year actuarial gain (loss)
4,223
31,339
(27,924)
Total Benefit Plans
11,588
45,451
(24,413)
Other comprehensive (loss) income, before
tax:
(27,995)
37,280
(21,366)
Deferred tax (expense) benefit related to other comprehensive income
6,980
(9,352)
5,405
Other comprehensive (loss) income, net of tax
(21,015)
27,928
(15,961)
TOTAL COMPREHENSIVE
INCOME
$
12,397
$
61,324
$
15,615
The accompanying Notes to Consolidated Financial Statements are
an integral part of these statements.
71
CAPITAL CITY BANK
GROUP,
INC.
CONSOLIDATED STATEMENTS
OF CHANGES IN SHAREOWNERS' EQUITY
Accumulated
Other
Comprehensive
(Loss) Income,
Net of Taxes
(Dollars in Thousands, Except Share Data)
Shares
Outstanding
Common
Stock
Additional
Paid-In
Capital
Retained
Earnings
Total
Balance, January 1, 2020
16,771,544
$
168
$
32,092
$
322,937
$
(28,181)
$
327,016
Impact of Adopting ASC 326 (CECL)
-
-
-
(3,095)
-
(3,095)
Net Income Attributable to Common Shareowners
-
-
-
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 Attributable to Common Shareowners
-
-
-
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
Net Income Attributable to Common Shareowners
(as restated)
-
-
-
33,412
-
33,412
Other Comprehensive Loss, Net of Tax
-
-
-
-
(21,015)
(21,015)
Cash Dividends ($
0.66
per share)
-
-
-
(11,191)
-
(11,191)
Stock Based Compensation
-
-
1,630
-
-
1,630
Stock Compensation Plan Transactions, net
94,725
1
1,278
-
-
1,279
Balance, December 31, 2022 (as restated)
16,986,785
$
170
$
37,331
$
387,009
$
(37,229)
$
387,281
(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.
72
CAPITAL CITY BANK
GROUP,
INC.
CONSOLIDATED STATEMENTS
OF CASH FLOWS
For the Years
Ended December 31,
(As Restated)
(Dollars in Thousands)
2022
2021
2020
CASH FLOWS FROM OPERATING
ACTIVITIES
Net Income Attributable to Common Shareowners
$
33,412
$
33,396
$
31,576
Adjustments to Reconcile Net Income to Cash From Operating Activities:
Provision for Credit Losses
7,494
(1,553)
9,645
Depreciation
7,596
7,607
7,230
Amortization of Premiums, Discounts, and Fees, net
7,772
14,072
7,533
Amortization of Intangible Assets
160
107
-
Pension Settlement Charges
2,321
3,072
-
Originations of Loans Held for Sale
(996,312)
(1,541,356)
(606,337)
Proceeds From Sales of Loans Held for Sale
1,033,844
1,655,288
565,151
Mortgage Banking Revenues
(11,909)
(52,425)
(63,344)
Net Additions for Capitalized Mortgage Servicing Rights
726
72
(2,792)
Change in Valuation
Provision for Mortgage Servicing Rights
-
(250)
250
Stock Compensation
1,630
843
892
Net Tax Benefit from
Stock Compensation
(27)
(4)
(84)
Deferred Income Taxes
(3,870)
(4,157)
(53)
Net Change in Operating Leases
(108)
(165)
(156)
Net Gain on Sales and Write-Downs of Other Real Estate Owned
(422)
(1,662)
(393)
Net (Increase) Decrease in Other Assets
(8,636)
10,885
(38,353)
Net Increase (Decrease) in Other Liabilities
8,837
(7,846)
40,624
Net Cash Provided By (Used In) Operating Activities
82,508
115,924
(48,611)
CASH FLOWS FROM INVESTING ACTIVITIES
Securities Held to Maturity:
Purchases
(219,865)
(251,525)
(32,250)
Payments, Maturities, and Calls
55,314
78,544
99,251
Securities Available for
Sale:
Purchases
(52,238)
(523,961)
(108,728)
Proceeds from the Sale of Securities
3,365
495
-
Payments, Maturities, and Calls
81,596
178,425
186,499
Purchases of Loans Held for Investment
(438,415)
(114,913)
(43,804)
Net (Increase) Decrease in Loans
(184,349)
183,249
(130,020)
Net Cash Paid for Acquisitions
-
(4,482)
(2,405)
Proceeds From Sales of Other Real Estate Owned
2,406
4,502
2,835
Purchases of Premises and Equipment, net
(6,322)
(5,193)
(9,738)
Noncontrolling Interest Contributions
2,867
7,139
5,766
Net Cash Used In Investing Activities
(755,641)
(447,720)
(32,594)
CASH FLOWS FROM FINANCING ACTIVITIES
Net Increase in Deposits
226,455
495,302
572,106
Net Increase (Decrease) in Short-Term
Borrowings
22,114
(45,938)
73,156
Repayment of Other Long-Term
Borrowings
(249)
(1,332)
(3,363)
Dividends Paid
(11,191)
(10,459)
(9,567)
Payments to Repurchase Common Stock
-
-
(2,042)
Issuance of Common Stock Under Compensation Plans
1,300
1,028
1,041
Net Cash Provided By Financing Activities
238,429
438,601
631,331
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS
(434,704)
106,805
550,126
Cash and Cash Equivalents at Beginning of Year
1,035,354
928,549
378,423
Cash and Cash Equivalents at End of Year
$
600,650
$
1,035,354
$
928,549
Supplemental Cash Flow Disclosures:
Interest Paid
$
6,586
$
3,547
$
4,841
Income Taxes Paid
$
7,466
$
16,339
$
9,171
Noncash Investing and Financing Activities:
Loans and Premises Transferred to Other Real Estate Owned
$
2,398
$
1,717
$
2,297
The accompanying Notes to Consolidated Financial Statements are
an integral part of these statements.
73
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 wholly-owned subsidiary,
Capital City Bank (“CCB” or the “Bank” and together with CCBG, the
“Company”), 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 CCB.
CCBG also maintains an insurance subsidiary,
Capital City Strategic Wealth,
LLC (“CCSW”).
CCB has two primary subsidiaries, which are wholly owned, Capital City Trust
Company and Capital City Investments. CCB also maintains a
51
% membership interest in a consolidated subsidiary,
Capital City
Home Loans, LLC (“CCHL”).
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, 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.
74
On March 1, 2020, CCB completed its acquisition of a
51
% membership interest in Brand Mortgage Group, LLC (“Brand”),
which is now operated as CCHL.
CCHL was consolidated into CCBG’s financial
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
Since 2019, the Company has adopted ASU 2016-13
Financial Instruments – Credit Losses (Topic
326): Measurement of Credit
Losses on Financial Instruments,
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
2020-04 “
Reference Rate Reform (Topic
848)”,
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”
.
Restatement of Previously Issued Consolidated Financial
Statements
We have restated
herein our audited Consolidated Financial Statements for the year ended December
31, 2022. We have also
restated interim financial statement periods for the each of the quarters
ended March 31, 2022, June 30, 2022 and September 30,
2022 and restated the impacted balances within the accompanying
Notes to the Consolidated Financial Statements.
Restatement Background
As part of the normal course of business, CCHL sold residential mortgage
loans to CCB. CCHL recorded mortgage banking
revenue and a mortgage servicing right on the aforementioned loans.
On an ongoing basis, CCHL recognized noninterest income
for servicing these loans on behalf of CCB, which required elimination entries
at a consolidated level. These elimination entries
were not made, resulting in misstatements. As a result of this misstatement, assets are overstated
by $
6.7
million as of December
31, 2022 and net income is overstated by $
6.7
million for the year ended December 31, 2022, net of tax effects. This represents
0.15
% of previously reported total assets as of December 31, 2022 and
16.78
% of previously reported net income for the year
ended December 31, 2022. As a result, diluted EPS decreased from $
2.36
per share to $
1.97
per share.
Description of Misstatements
Misstatements Associated with Mortgage Loan Sale Transactions
a)
Net Loan Origination Costs & Gain on Sale of Loan
CCHL originated certain mortgage loans that were sold to the Bank for
a premium. The gain recorded by CCHL and the
corresponding loan purchase premium recorded by the Bank should
have been eliminated in consolidation. Additionally,
the Company did not defer net loan origination costs on these loans. The
impacts of the net loan origination costs & gain
on sale of loan misstatements on each period are presented in this note and Note 24,
Quarterly Financial Data
(Unaudited)
.
b)
Mortgage Servicing Right (“MSR”) Asset
CCHL recorded an MSR asset and recognized a corresponding gain related
to the aforementioned loans sold to and
serviced for the Bank. As the MSR asset is recorded at amortized cost, CCHL also recorded
amortization expense in
each period in other non-interest expense. The MSR asset, gain, and amortization
expense should have been eliminated
in consolidation. The impacts of the MSR asset misstatements on each period
are presented in this note and Note 24,
Quarterly Financial Data (Unaudited)
.
c)
Mortgage Servicing
The Bank recorded servicing fee expense and CCHL recorded servicing
income; these amounts should have been
eliminated in consolidation. The impacts of the mortgage servicing misstatements
on each period are presented in this
note and Note 24,
Quarterly Financial Data (Unaudited)
.
75
d)
Statement of Financial Condition Misclassification
CCHL classifies all mortgage production as loans held for sale. The portion
of this production that was designated to be
sold to the Bank should have been designated as loans held for investment
for the Consolidated Financial Statements.
This reclassification includes the reversal of the related mark-to-market
adjustment and the establishment of the
Allowance for Credit Losses (“ACL”) on these loans. While previously the mark-to-market
adjustment had been
reversed and the ACL established at the time the loans were sold to the Bank,
this correction reflects those entries in the
appropriate periods. The impacts of the restatement on each period
are presented in this note and Note 24,
Quarterly
Financial Data (Unaudited)
.
Other Immaterial Adjustments
As part of the restatement, we made corrections to the Consolidated
Statement of Financial Condition, that the Company
determined to be immaterial, both individually and in the aggregate
for the year ended December 31, 2022 related to prior periods
(the “Other Adjustments”).
The Other Adjustments included corrections and reclassifications on
our Consolidated Statement of Financial Condition as of
December 31, 2022 that had no impact on shareowners’ equity.
These corrections and reclassifications were identified as part of
the misstatements associated with mortgage loan sale transactions noted
above. The Company adjusted the Consolidated
Statement of Financial Condition to record net deferred fees and costs that
resulted in an increase to total assets of $
3.4
million,
which represent the amount that should have been recorded in prior periods. Additionally,
the Company reclassified mark-to-
market and ACL adjustments that were related to the “Statement of
Financial Condition Misclassification”
noted above that
resulted in less than a $
156
thousand increase in total assets and less than a $
156
thousand decrease in net income.
The combined impacts of the correction of the misstatement associated with the
mortgage sale transactions and the Other
Adjustments are reflected in the “restatement impacts” column of
the restatement tables below and Note 24,
Quarterly Financial
Data (Unaudited)
.
Description of Restatement Tables
The following tables present the amounts previously reported and a reconciliation
of the restatement amounts reported on the
restated Consolidated Statement of Financial Condition as of December
31, 2022, the restated Consolidated Statement of Income,
the restated Consolidated Statement of Comprehensive Income,
the restated Consolidated Statements of Change in Shareowners
’
Equity and the restated Consolidated Statement of Cash Flows for the year ended
December 31, 2022. The amounts previously
reported for the year ended December 31, 2022 were derived from our Annual
Report on Form 10-K for the year ended December
31, 2022, originally filed March 1, 2023.
76
CAPITAL CITY BANK
GROUP,
INC.
CONSOLIDATED STATEMENT
OF FINANCIAL CONDITION
As of December 31, 2022
(Dollars in Thousands, except per share data)
As
Previously
Reported
Restatement
Impact
As Restated
ASSETS:
Cash and Due From Banks
$
72,114
$
-
$
72,114
Federal Funds Sold and Interest Bearing Deposits
528,536
-
528,536
Total Cash and Cash Equivalents
600,650
-
600,650
Investment Securities, Available
for Sale, at fair value (amortized cost of
$
455,232
)
413,294
-
413,294
Investment Securities Held to Maturity (fair value of $
612,701
)
660,744
-
660,744
Other Equity Securities
10
-
10
Total Investment Securities
1,074,048
-
1,074,048
Loans Held For Sale
54,635
(27,726)
26,909
Loans, Net of Unearned Income
2,525,180
22,505
2,547,685
Allowance for Loan Losses
(24,736)
(332)
(25,068)
Loans, Net
2,500,444
22,173
2,522,617
Premises and Equipment, Net
82,138
-
82,138
Goodwill
93,093
-
93,093
Other Real Estate Owned
431
-
431
Other Assets
120,519
(1,182)
119,337
Total Assets
$
4,525,958
$
(6,735)
$
4,519,223
LIABILITIES
Deposits:
Noninterest Bearing Deposits
$
1,653,620
$
-
$
1,653,620
Interest Bearing Deposits
2,285,697
-
2,285,697
Total Deposits
3,939,317
-
3,939,317
Short-Term
Borrowings
56,793
-
56,793
Subordinated Notes Payable
52,887
-
52,887
Other Long-Term
Borrowings
513
-
513
Other Liabilities
73,675
-
73,675
Total Liabilities
4,123,185
-
4,123,185
Temporary Equity
8,757
-
8,757
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;
16,986,785
shares
issued and outstanding at December 31, 2022
170
-
170
Additional Paid-In Capital
37,331
-
37,331
Retained Earnings
393,744
(6,735)
387,009
Accumulated Other Comprehensive Loss, Net of Tax
(37,229)
-
(37,229)
Total Shareowners' Equity
394,016
(6,735)
387,281
Total Liabilities, Temporary
Equity, and Shareowners' Equity
$
4,525,958
$
(6,735)
$
4,519,223
77
CAPITAL CITY BANK
GROUP,
INC.
CONSOLIDATED STATEMENT
OF INCOME
For Year
Ended December 31, 2022
(Dollars in thousands, except per share data)
As
Previously
Reported
Restatement
Impact
As Restated
INTEREST INCOME
Loans, Including Fees
$
105,882
$
562
$
106,444
Investment Securities:
Taxable Securities
15,917
-
15,917
Tax Exempt Securities
38
-
38
Funds Sold
9,511
-
9,511
Total Interest Income
131,348
562
131,910
INTEREST EXPENSE
Deposits
3,444
-
3,444
Short-Term
Borrowings
1,761
-
1,761
Subordinated Notes Payable
1,652
-
1,652
Other Long-Term
Borrowings
31
-
31
Total Interest Expense
6,888
-
6,888
Net Interest Income
124,460
562
125,022
Provision for Loan Losses
7,162
332
7,494
Net Interest Income After Provision For Loan Losses
117,298
230
117,528
NONINTEREST INCOME
Deposit Fees
22,121
-
22,121
Bank Card Fees
15,401
-
15,401
Wealth Management
Fees
18,059
-
18,059
Mortgage Banking Fees
30,624
(18,715)
11,909
Other
8,422
(731)
7,691
Total Noninterest
Income
94,627
(19,446)
75,181
NONINTEREST EXPENSE
Compensation
100,542
(9,023)
91,519
Occupancy, Net
24,574
-
24,574
Other
36,712
(1,171)
35,541
Total Noninterest
Expense
161,828
(10,194)
151,634
INCOME BEFORE INCOME TAXES
50,097
(9,022)
41,075
Income Tax Expense
10,085
(2,287)
7,798
NET INCOME
40,012
(6,735)
33,277
Pre-Tax Income
Attributable to Noncontrolling Interests
135
-
135
NET INCOME ATTRIBUTABLE
TO COMMON SHAREOWNERS
$
40,147
$
(6,735)
$
33,412
BASIC NET INCOME PER SHARE
$
2.37
$
(0.40)
$
1.97
DILUTED NET INCOME PER SHARE
$
2.36
$
(0.39)
$
1.97
AVERAGE
SHARES:
Basic
16,951
-
16,951
Diluted
16,985
-
16,985
78
CAPITAL CITY BANK
GROUP,
INC.
CONSOLIDATED STATEMENT
OF COMPREHENSIVE INCOME
For Year
Ended December 31, 2022
(Dollars in thousands, except per share data)
As
Previously
Reported
Restatement
Impact
As Restated
NET INCOME
$
40,147
$
(6,735)
$
33,412
Other comprehensive income (loss), before
tax:
Investment Securities:
Change in net unrealized (loss) gain on securities available for sale
(35,814)
-
(35,814)
Unrealized losses on securities transferred from available for sale to held
to
maturity
(9,384)
-
(9,384)
Amortization of unrealized losses on securities transferred from available
for sale to
held to maturity
1,469
-
1,469
Total Investment
Securities
(43,729)
-
(43,729)
Derivative:
Change in net unrealized gain on effective cash flow
derivative
4,146
-
4,146
Benefit Plans:
Reclassification adjustment for amortization of prior service cost
292
-
292
Reclassification adjustment for amortization of net loss
4,752
-
4,752
Defined benefit plan settlement
2,321
-
2,321
Current year actuarial loss
4,223
-
4,223
Total Benefit Plans
11,588
-
11,588
Other comprehensive income (loss), before
tax:
(27,995)
-
(27,995)
Deferred tax expense (benefit) related to other comprehensive income
6,980
-
6,980
Other comprehensive income (loss), net of tax
(21,015)
-
(21,015)
TOTAL COMPREHENSIVE
INCOME
$
19,132
$
(6,735)
$
12,397
79
CAPITAL CITY BANK
GROUP,
INC.
CONSOLIDATED STATEMENT
OF CHANGES IN SHAREOWNERS' EQUITY
(Dollars in thousands, except per share data)
Shares
Outstanding
Common
Stock
Additional
Paid-In
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Loss, Net of
Taxes
Total
As Previously Reported
Balance, January 1, 2022, as previously reported
16,892,060
$
169
$
34,423
$
364,788
$
(16,214)
$
383,166
Net Income
-
-
-
40,147
-
40,147
Other Comprehensive Loss, Net of Tax
-
-
-
-
(21,015)
(21,015)
Cash Dividends ($
0.66
per share)
-
-
-
(11,191)
-
(11,191)
Stock Performance Plan Compensation
-
-
1,630
-
-
1,630
Stock Compensation Plan Transactions, net
94,725
1
1,278
-
-
1,279
Balance, December 31, 2022, as previously reported
16,986,785
170
37,331
393,744
(37,229)
394,016
Restatement Impacts
Net Income
-
-
-
(6,735)
-
(6,735)
Balance, December 31, 2022
-
-
-
(6,735)
-
(6,735)
As Restated
Balance, January 1, 2022, as restated
16,892,060
169
34,423
364,788
(16,214)
383,166
Net Income
-
-
-
33,412
-
33,412
Other Comprehensive Loss, Net of Tax
-
-
-
-
(21,015)
(21,015)
Cash Dividends ($
0.66
per share)
-
-
-
(11,191)
-
(11,191)
Stock Performance Plan Compensation
-
-
1,630
-
-
1,630
Stock Compensation Plan Transactions, net
94,725
1
1,278
-
-
1,279
Balance, December 31, 2022, as restated
16,986,785
$
170
$
37,331
$
387,009
$
(37,229)
$
387,281
80
CAPITAL CITY BANK
GROUP,
INC.
CONSOLIDATED STATEMENT
OF CASH FLOWS
For the Year
Ended December 31, 2022
(Dollars in Thousands)
As Previously
Reported
Restatement
Impact
As Restated
CASH FLOWS FROM OPERATING
ACTIVITIES
Net Income Attributable to Common Shareowners
$
40,147
$
(6,735)
$
33,412
Adjustments to Reconcile Net Income to
Provision for Credit Losses
7,162
332
7,494
Depreciation
7,596
-
7,596
Amortization of Premiums, Discounts, and Fees, net
8,333
(561)
7,772
Amortization of Intangible Assets
160
-
160
Pension Settlement Charge
2,321
-
2,321
Originations of Loans Held-for-Sale
(1,024,526)
28,214
(996,312)
Proceeds From Sales of Loans Held-for-Sale
1,053,047
(19,203)
1,033,844
Mortgage Banking Revenues
(30,624)
18,715
(11,909)
Net Decrease for Capitalized Mortgage Servicing Rights
(2,742)
3,468
726
Stock Compensation
1,630
-
1,630
Net Tax Benefit From Stock-Based
Compensation
(27)
-
(27)
Deferred Income Taxes (Benefit)
(1,583)
(2,287)
(3,870)
Net Change in Operating Leases
(108)
-
(108)
Net (Gain) Loss on Sales and Write-Downs of Other Real Estate Owned
(422)
-
(422)
Net Decrease (Increase) in Other Assets
(8,636)
-
(8,636)
Net (Decrease) Increase in Other Liabilities
8,837
-
8,837
Net Cash Provided (Used In) By Operating Activities
60,565
21,943
82,508
CASH FLOWS FROM INVESTING ACTIVITIES
Securities Held to Maturity:
Purchases
(219,865)
-
(219,865)
Payments, Maturities, and Calls
55,314
-
55,314
Securities Available for
Sale:
Purchases
(52,238)
-
(52,238)
Proceeds from Sale of Securities
3,365
-
3,365
Payments, Maturities, and Calls
81,596
-
81,596
Purchase of loans held for investment
(438,415)
-
(438,415)
Net Increase in Loans Held for Investment
(162,406)
(21,943)
(184,349)
Proceeds From Sales of Other Real Estate Owned
2,406
-
2,406
Purchases of Premises and Equipment
(6,322)
-
(6,322)
Noncontrolling interest contributions received
2,867
-
2,867
Net Cash Used In Investing Activities
(733,698)
(21,943)
(755,641)
CASH FLOWS FROM FINANCING ACTIVITIES
Net Increase in Deposits
226,455
-
226,455
Net (Decrease) Increase
in Other Short-Term Borrowings
22,114
-
22,114
Repayment of Other Long-Term
Borrowings
(249)
-
(249)
Dividends Paid
(11,191)
-
(11,191)
Issuance of Common Stock Under Compensation Plans
1,300
-
1,300
Net Cash Provided By Financing Activities
238,429
-
238,429
NET DECREASE IN CASH AND CASH EQUIVALENTS
(434,704)
-
(434,704)
Cash and Cash Equivalents at Beginning of Period
1,035,354
-
1,035,354
Cash and Cash Equivalents at End of Period
$
600,650
$
-
$
600,650
Supplemental Cash Flow Disclosures:
Interest Paid
$
6,586
$
-
$
6,586
Income Taxes Paid
$
7,466
$
-
$
7,466
Noncash Investing and Financing Activities:
Loans and Premises Transferred to Other Real Estate Owned
$
2,398
$
-
$
2,398
The accompanying Notes to Consolidated Financial Statements are
an integral part of these statements.
81
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, 2022 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 are classified as available-
for-sale (“AFS”) and carried at fair value.
The Company does not have trading investment securities. 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.
82
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 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, underwriting
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 provided for through the credit
loss provision, but recorded separately 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.
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.
83
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 Financial Accounting Standards Board (“FASB”)
Accounting Standards Codification (“ASC”) Topic
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 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/political
conditions, and the unforeseen impact of
natural disasters.
84
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 or other
mandatory delivery commitment prices. The Company bases loans committed
to Federal National Mortgage Association
(“FNMA”), Government National Mortgage Association (“GNMA”), and
Federal Home Loan Mortgage Corporation
(“FHLMC”) (“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 with 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 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 Consolidated
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.
85
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 are 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
Consolidated 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.
86
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.
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 Consolidated 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
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.
87
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,
unrealized gain/loss on cash flow derivatives, 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.
88
Revenue Recognition
FASB ASC Topic
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 Consolidated
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.
89
Accounting Standard Updates
ASU 2022-02, “Financial Instruments – Credit Losses
(Topic
326): Troubled
Debt Restructurings and Vintage
Disclosures”.
The
amendments eliminate the accounting guidance for troubled debt
restructurings by creditors that have adopted the CECL model
and enhance the disclosure requirements for loan modifications and
restructurings made with borrowers experiencing financial
difficulty.
In addition, the amendments require disclosure of current-period gross write-offs
for financing receivables and net
investment in leases by year of origination in the vintage disclosures.
The amendments in this update are for fiscal years
beginning after December 15, 2022, including interim periods within those
fiscal years.
The Company believes the adoption of
this guidance will not have a material impact on its consolidated financial
statements.
90
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, 2022
U.S. Government Treasury
$
23,977
$
1
$
1,928
$
-
$
22,050
U.S. Government Agency
198,888
27
12,863
-
186,052
States and Political Subdivisions
47,197
-
6,855
(13)
40,329
Mortgage-Backed Securities
(1)
80,829
2
11,426
-
69,405
Corporate Debt Securities
97,119
19
8,874
(28)
88,236
Other Securities
(2)
7,222
-
-
-
7,222
Total
$
455,232
$
49
$
41,946
$
(41)
$
413,294
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
(1)
89,440
27
598
-
88,869
Corporate Debt Securities
87,537
10
1,304
(21)
86,222
Other Securities
(2)
7,094
-
-
-
7,094
Total
$
660,732
$
1,375
$
7,460
$
(36)
$
654,611
Held to Maturity
Amortized
Unrealized
Unrealized
Fair
(Dollars in Thousands)
Cost
Gains
Losses
Value
December 31, 2022
U.S. Government Treasury
$
457,374
$
-
$
25,641
$
431,733
Mortgage-Backed Securities
203,370
8
22,410
180,968
Total
$
660,744
$
8
$
48,051
$
612,701
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
(1)
Comprised of residential mortgage-backed
securities.
(2)
Includes Federal Home Loan Bank and Federal Reserve Bank recorded
at cost of $
2.1
million and $
5.1
million, respectively,
at
December 31, 2022 and of $
2.0
million and $
5.1
million, respectively,
at December 31, 2021.
At December 31, 2022, and 2021, the investment portfolio had $
0.01
million and $
0.9
million, respectively, in equity
securities.
These securities do not have a readily determinable fair value and were not
credit impaired.
Securities with an amortized cost of $
656.1
million and $
463.8
million at December 31, 2022 and 2021, respectively,
were
pledged to secure public deposits and for other purposes.
At December 31, 2022 and 2021, 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.
91
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.
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.
During the third quarter of 2022, the Company transferred certain securities from
the AFS to HTM classification.
Transfers are
made at fair value on the date of the transfer.
The
33
securities had an amortized cost basis and fair value of $
168.4
million and
$
159.0
million, respectively at the time of the transfer.
The net unamortized, unrealized loss on the transferred securities included
in accumulated other comprehensive loss in the accompanying Consolidated
Statement of Financial Condition at December 31,
2022 totaled $
7.9
million.
This amount will be amortized out of accumulated other comprehensive loss over the remaining
life of
the underlying securities as an adjustment of the yield on those securities.
Investment Sales
. There were no significant sales of investment securities for each of the
last three fiscal years.
Maturity Distribution
.
The following table shows the Company’s
AFS and HTM investment securities maturity distribution
based on contractual maturity at December 31, 2022.
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
$
47,408
$
44,255
$
-
$
-
Due after one through five years
153,009
140,296
457,374
431,733
Due after five through ten years
51,785
42,566
-
-
Mortgage-Backed Securities
80,829
69,405
203,370
180,968
U.S. Government Agency
114,979
109,550
-
-
Other Securities
7,222
7,222
-
-
Total
$
455,232
$
413,294
$
660,744
$
612,701
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:
92
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, 2022
Available for
Sale
U.S. Government Treasury
$
983
$
-
$
19,189
$
1,928
$
20,172
$
1,928
U.S. Government Agency
63,112
2,572
113,004
10,291
176,116
12,863
States and Political Subdivisions
1,425
2
38,760
6,853
40,185
6,855
Mortgage-Backed Securities
6,594
959
60,458
10,467
67,052
11,426
Corporate Debt Securities
26,959
878
58,601
7,996
85,560
8,874
Total
99,073
4,411
290,012
37,535
389,085
41,946
Held to Maturity
U.S. Government Treasury
177,552
11,018
254,181
14,623
431,733
25,641
Mortgage-Backed Securities
88,723
6,814
91,462
15,596
180,185
22,410
Total
$
266,275
$
17,832
$
345,643
$
30,219
$
611,918
$
48,051
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
Equity 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
At December 31, 2022, there were
928
positions (combined AFS and HTM securities) with unrealized losses totaling
$
90.0
million.
At December 31, 2021 there were
401
positions (combined AFS and HTM securities) with unrealized losses totaling
$
10.2
million.
For 2022,
87
of these of these positions were U.S. Treasury
bonds and carry the full faith and credit of the U.S.
Government.
714
of these positions were U.S. government agency and mortgage-backed securities
issued by U.S. government
sponsored entities.
We believe the
long history of
no
credit losses on government securities indicates that the expectation of
nonpayment of the amortized cost basis is
zero
.
The remaining
127
positions (municipal securities and corporate bonds) have a
credit component.
At December 31, 2022, all collateralized mortgage obligation securities (“CMO”), MBS, Small
Business
Administration securities (“SBA”), U.S. Agency,
and U.S. Treasury bonds held were AAA rated.
At December 31, 2022,
corporate debt securities had an allowance for credit losses of $
28,000
and municipal securities had an allowance $
13,000
.
No
ne
of the securities held by the Company were past due or in nonaccrual status at December
31, 2022.
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.
93
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:
(As Restated)
(Dollars in Thousands)
2022
2021
Commercial, Financial and Agricultural
$
247,362
$
223,086
Real Estate – Construction
234,519
174,394
Real Estate – Commercial Mortgage
782,557
663,550
Real Estate – Residential
(1)
749,513
360,021
Real Estate – Home Equity
208,217
187,821
Consumer
(2)
325,517
322,593
Loans Held for Investment, Net of Unearned Income
$
2,547,685
$
1,931,465
(1)
Includes loans in process with outstanding balances
of $
6.1
million and $
13.6
million for 2022 and 2021, respectively.
(2)
Includes overdraft balances of $
1.1
million and $
1.1
million for December 31, 2022 and 2021, respectively.
Net deferred costs, which include premiums on purchased loans, included
in loans were $
5.1
million at December 31, 2022 and
$
3.9
million at December 31, 2021.
Accrued interest receivable on loans which is excluded from amortized
cost totaled $
8.0
million at December 31, 2022 and $
5.3
million at December 31, 2021, 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 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 and Sales
.
The Company will 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 $
421.7
million and $
97.5
million for the years ended December 31, 2022 and 2021, respectively,
and were not credit
impaired.
In addition, the Company purchased commercial real estate loans that
were not credit impaired from a third party
totaling $
15.0
million and $
17.4
million for the years ended December 31, 2022 and 2021, respectively.
The Company transferred $
9.4
million of home equity loans from HFI to HFS during 2021.
There were
no
transfers during 2022.
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.
94
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
2022 (As Restated)
Beginning Balance
$
2,191
$
3,302
$
5,810
$
4,129
$
2,296
$
3,878
$
21,606
Provision for Credit Losses (As
Restated)
316
(658)
(746)
6,328
(422)
2,579
7,397
Charge-Offs
(1,308)
-
(355)
-
(193)
(6,050)
(7,906)
Recoveries
307
10
106
284
183
3,081
3,971
Net (Charge-Offs) Recoveries
(1,001)
10
(249)
284
(10)
(2,969)
(3,935)
Ending Balance (As Restated)
$
1,506
$
2,654
$
4,815
$
10,741
$
1,864
$
3,488
$
25,068
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
The $
3.5
million (as restated) increase in the allowance for credit losses in 2022 reflected
incremental allowance related to loan
growth, a higher projected rate of unemployment and its effect on
rates of default, and slower prepayment speeds (due to higher
interest rates).
The $
2.8
million decrease in the allowance for credit losses in 2021 reflected improvements
in forecasted
economic conditions, favorable loan migration and net recoveries totaling $
0.6
million, partially offset by incremental reserves
needed for loan growth (excluding Small Business Administration Paycheck
Protection Program).
Four unemployment rate
forecast scenarios continue to be utilized to estimate probability of default and
are weighted based on management’s estimate
of
probability.
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.
95
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
2022 (As Restated)
Commercial, Financial and Agricultural
$
109
$
126
$
-
$
235
$
247,086
$
41
$
247,362
Real Estate – Construction
359
-
-
359
234,143
17
234,519
Real Estate – Commercial Mortgage
158
149
-
307
781,605
645
782,557
Real Estate – Residential
(1)
845
530
-
1,375
747,899
239
749,513
Real Estate – Home Equity
-
35
-
35
207,411
771
208,217
Consumer
3,666
1,852
-
5,518
319,415
584
325,517
Total
$
5,137
$
2,692
$
-
$
7,829
$
2,537,559
$
2,297
$
2,547,685
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
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,
2022 and 2021.
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.
2022
2021
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
$
-
$
41
$
-
$
67
$
23
$
-
Real Estate – Construction
-
17
-
-
-
-
Real Estate – Commercial Mortgage
389
256
-
-
604
-
Real Estate – Residential
-
239
-
928
1,169
-
Real Estate – Home Equity
-
771
-
463
856
-
Consumer
-
584
-
-
212
-
Total
Nonaccrual Loans
$
389
$
1,908
$
-
$
1,458
$
2,864
$
-
96
Collateral Dependent Loans
.
The following table presents the amortized cost basis of collateral dependent loans
at December 31:
2022
2021
Real Estate
Non Real Estate
Real Estate
Non Real Estate
(Dollars in Thousands)
Secured
Secured
Secured
Secured
Commercial, Financial and Agricultural
$
-
$
-
$
-
$
67
Real Estate – Construction
-
-
-
-
Real Estate – Commercial Mortgage
389
-
455
-
Real Estate – Residential
160
-
1,645
-
Real Estate – Home Equity
130
-
649
-
Consumer
21
-
-
-
Total
$
700
$
-
$
2,749
$
67
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, 2022 and 2021, the Company had $
0.6
million and
$
0.9
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, 2022, the Company had $
6.1
million in TDRs, of which $
5.9
million were performing in accordance with the
modified terms.
At December 31, 2021, the Company had $
8.0
million in TDRs, of which $
7.6
million were performing in
accordance with modified terms.
For TDRs, the Company estimated $
0.3
million and $
0.3
million of credit loss reserves at
December 31, 2022 and 2021, 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, 2022, there were
two
loans modified with a recorded investment
of $
0.1
million.
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.
The
financial impact of these modifications was not material.
For the years ended December 31, 2022 and 2021, 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 of the
Company (the “Board”) 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.
97
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 consist of commercial
mortgage loans secured by property that is
either owner-occupied or investment in nature.
These loans are primarily made based on identified cash flows of the borrower
or
project with consideration given to underlying real estate collateral and
personal guarantees.
Lending policy establishes debt
service coverage ratios and loan to value ratios specific to the property type.
Collateral values are determined based upon third-
party appraisals and evaluations.
Real Estate Residential – Residential mortgage loans held in the Company’s
loan portfolio are made to borrowers that
demonstrate the ability to make scheduled payments with full consideration
to underwriting factors such as current income,
employment status, current assets, 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.
98
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.
The following table summarizes gross loans held for investment at December
31, 2022
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
(As Restated)
Revolving
(As Restated)
(Dollars in Thousands)
2022
2021
2020
2019
2018
Prior
Loans
Total
Commercial, Financial,
Agricultural:
Pass
$
96,326
$
43,584
$
20,061
$
14,744
$
6,899
$
11,970
$
50,934
$
244,518
Special Mention
-
262
7
-
51
-
2,330
2,650
Substandard
-
-
-
-
13
133
48
194
Total
$
96,326
$
43,846
$
20,068
$
14,744
$
6,963
$
12,103
$
53,312
$
247,362
Real Estate -
Construction:
Pass
$
141,784
$
73,219
$
11,928
$
397
$
-
$
123
$
4,431
$
231,882
Special Mention
-
716
384
832
-
-
-
1,932
Substandard
17
-
688
-
-
-
-
705
Total
$
141,801
$
73,935
$
13,000
$
1,229
$
-
$
123
$
4,431
$
234,519
Real Estate - Commercial
Mortgage:
Pass
$
243,818
$
159,334
$
131,131
$
55,122
$
51,864
$
101,175
$
20,575
$
763,019
Special Mention
635
1,860
931
1,420
724
2,405
549
8,524
Substandard
9,115
-
-
659
220
631
389
11,014
Total
$
253,568
$
161,194
$
132,062
$
57,201
$
52,808
$
104,211
$
21,513
$
782,557
Real Estate - Residential:
Pass
$
473,235
$
97,083
$
46,322
$
29,179
$
19,791
$
65,071
$
10,822
$
741,503
Special Mention
94
360
533
-
-
648
-
1,635
Substandard
560
766
1,034
913
714
2,388
-
6,375
Total
$
473,889
$
98,209
$
47,889
$
30,092
$
20,505
$
68,107
$
10,822
$
749,513
Real Estate - Home
Equity:
Performing
$
149
$
136
$
12
$
397
$
147
$
1,215
$
205,390
$
207,446
Nonperforming
-
-
-
15
-
13
743
771
Total
$
149
136
12
412
147
1,228
206,133
208,217
Consumer:
Performing
$
134,021
$
111,762
$
37,010
$
21,065
$
12,273
$
3,739
$
5,064
$
324,934
Nonperforming
248
59
120
115
7
30
4
583
Total
$
134,269
$
111,821
$
37,130
$
21,180
$
12,280
$
3,769
$
5,068
$
325,517
99
Note 4
MORTGAGE BANKING ACTIVITIES
The Company’s mortgage
banking activities 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.
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
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.
(As Restated)
December 31, 2022
December 31, 2021
Unpaid Principal
Unpaid Principal
(Dollars in Thousands)
Balance/Notional
Fair Value
Balance/Notional
Fair Value
Residential Mortgage Loans Held for Sale
$
26,274
$
26,909
$
50,773
$
52,532
Residential Mortgage Loan Commitments
(1)
36,535
819
51,883
1,258
Forward Sales Contracts
(2)
15,500
187
48,000
(7)
$
27,915
$
53,783
(1)
Recorded in other assets at fair value
(2)
Recorded in other assets and (other liabilities)
at fair value
At December 31, 2022, the Company had $
0.6
million residential mortgage loans held for sale 30-89 days past due and $
0.1
million of loans were on nonaccrual status.
At December 31, 2021, the Company had $
0.2
million of residential mortgage loans
held for sale 30-89 days past due and no loans were on nonaccrual status.
Mortgage banking revenues for the year ended December 31, was as follows:
(Dollars in Thousands)
(As Restated)
2022
2021
2020
Net realized gain on sales of mortgage loans
$
5,565
$
49,355
$
59,709
Net change in unrealized gain on mortgage loans held for sale
(1,164)
(2,410)
2,926
Net change in the fair value of mortgage loan commitments
(439)
(3,567)
2,625
Net change in the fair value of forward sales contracts
192
900
284
Pair-Offs on net settlement of forward
sales contracts
4,956
2,956
(9,602)
Mortgage servicing rights additions
565
1,416
3,448
Net origination fees
2,234
3,775
3,954
Total mortgage banking
revenues
$
11,909
$
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.
100
The following represents a summary of mortgage servicing rights.
(As Restated)
(Dollars in Thousands)
2022
2021
Number of residential mortgage loans serviced for others
1,769
2,106
Outstanding principal balance of residential mortgage loans serviced
for others
$
410,740
$
532,967
Weighted average
interest rate
3.62%
3.59%
Remaining contractual term (in months)
298
317
Conforming conventional loans serviced by the Company are sold to the
Federal National Mortgage Association (“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 the 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, 2022, the
servicing portfolio balance consisted of the following loan types: FNMA
(
60.2
%), GNMA (
0.1
%), and private investor (
39.7
%).
FNMA and private investor loans are structured as actual/actual payment remittance
.
The Company had $
0.3
million and $
2.0
million in delinquent residential mortgage loans currently in GNMA pools
serviced by
the Company at December 31, 2022 and 2021, 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, 2022 and 2021, respectively,
the Company repurchased $
1.7
million and $
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.
Activity in the capitalized mortgage servicing rights for the year ended
December 31, was as follows:
(As Restated)
(Dollars in Thousands)
2022
2021
2020
Beginning balance
$
3,774
$
3,452
$
910
Additions due to loans sold with servicing retained
565
1,416
3,448
Deletions and amortization
(1,291)
(1,344)
(656)
Valuation
Allowance reversal
-
250
(250)
Sale of Servicing Rights
(1)
(449)
-
-
Ending balance
$
2,599
$
3,774
$
3,452
(1)
The Company sold an MSR portfolio with an unpaid principal balance of $
50
million for a sales price of $
0.6
million,
recognizing a $
0.2
million gain on sale, recorded
in other noninterest income on the Consolidated Statement
of Income.
The Company did
no
t record any permanent impairment losses on mortgage servicing rights for the
years ended December 31,
2022
and 2021.
The key unobservable inputs used in determining the fair value of the Company’s
mortgage servicing rights at December 31, was
as follows:
2022
2021
Minimum
Maximum
Minimum
Maximum
Discount rates
9.50%
12.00%
11.00%
15.00%
Annual prepayment speeds
12.33%
20.23%
11.98%
23.79%
Cost of servicing (per loan)
$
85
95
$
60
73
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
13.42
% at December 31, 2022 and
15.85
% at December 31, 2021.
Warehouse
Line Borrowings
The Company has the following warehouse lines of credit and master repurchase
agreements with various financial institutions at
December 31, 2022.
101
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.
$
9,577
$
75
million warehouse line of credit agreement expiring in
December 2022
.
Interest is at the SOFR plus
2.25%
to
3.25%
.
40,575
$
50,152
Warehouse
line borrowings are classified as short-term borrowings.
At December 31, 2021, warehouse line borrowings totaled
$
29.0
million.
At December 31, 2022, 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, 2022.
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.
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, 2022 and December 31,
2021 was $
22.9
million and $
14.8
million, respectively.
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, 2022 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
%.
Effective June 30, 2023, in accordance with
the swap agreement and the Adjustable Interest Rate (LIBOR) Act of 2021,
LIBOR will be replaced with SOFR (secured
overnight financing rate) as the interest rate index.
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, 2022
Other Assets
$
30,000
$
6,195
7.5
December 31, 2021
Other Assets
$
30,000
$
2,050
8.5
The following table presents the net gains (losses) recorded in AOCI and the
Consolidated Statement of Income related to the
cash flow derivative instruments (interest rate swaps related to subordinated debt).
102
Amount of Gain
Amount of Gain
(Loss) Recognized
(Loss) Reclassified
(Dollars in Thousands)
Category
in AOCI
from AOCI to Income
December 31, 2022
Interest Expense
$
4,625
$
337
December 31, 2021
Interest Expense
$
1,530
$
(151)
December 31, 2020
Interest Expense
$
428
$
(64)
The Company estimates there will be approximately $
1.3
million reclassified as a decrease to interest expense within the next 12
months.
At December 31, 2022 and 2021, the Company had a collateral liability of
$
5.8
million and $
2.0
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)
2022
2021
Land
$
22,847
$
23,575
Buildings
109,849
110,503
Fixtures and Equipment
59,627
57,010
Total Premises and Equipment
192,323
191,088
Accumulated Depreciation
(110,185)
(107,676)
Premises and Equipment, Net
$
82,138
$
83,412
Depreciation expense for the above premises and equipment was approximately
$
7.6
million, $
7.6
million, and $
7.0
million in
2022, 2021, and 2020, respectively
.
103
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-three 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 ASC Topic
842.
Operating leases with an initial term of 12
months or less are not recorded on the Consolidated Statement of Financial Condition
and the related lease expense is recognized
on a straight-line basis over the lease term.
At December 31, 2022, ROU assets and liabilities were $
22.3
million and $
22.7
million, respectively.
At December 31, 2021, the operating lease ROU assets and liabilities were $
11.5
million and $
12.2
million,
respectively.
The Company does not have any finance leases or any significant lessor agreements.
The table below summarizes our lease expense and other information at
December 31, related to the Company’s
operating leases:
(Dollars in Thousands)
2022
2021
2020
Operating lease expense
$
1,719
$
1,445
$
1,018
Short-term lease expense
658
663
530
Total lease expense
$
2,377
$
2,108
$
1,548
Other information:
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases
$
1,937
$
1,609
$
1,174
Right-of-use assets obtained in exchange for new operating lease liabilities
12,475
784
11,101
Weighted-average
remaining lease term — operating leases (in years)
19.5
25.3
25.4
Weighted-average
discount rate — operating leases
3.1
%
2.0
%
2.1
%
The table below summarizes the maturity of remaining lease liabilities:
(Dollars in Thousands)
December 31, 2022
2022
$
2,482
2023
2,307
2024
2,089
2025
2,013
2026
1,939
2027 and thereafter
18,922
Total
$
29,752
Less: Interest
(7,086)
Present Value
of Lease Liability
$
22,666
At December 31, 2022, the Company had three additional operating
lease obligations for banking offices that have not yet
commenced.
The first lease has payments totaling $
1.9
million based on the initial contract term of
15
years, the second has
payments totaling $
1.4
million based on the initial contract term of
10
years, and the third has payments totaling $
0.1
million
based on the initial contract term of
5
years.
Payments for all three banking offices are expected to commence during
the 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 2042, and will reprice at annual fair market rental value until 2052,
for an aggregate remaining obligation of $
2.4
million
at December 31, 2022.
104
Note 8
GOODWILL AND OTHER INTANGIBLES
At December 31, 2022 and 2021, the Company had goodwill of $
91.8
million.
Goodwill is tested for impairment on an annual
basis, or more often if impairment indicators exist.
Testing allows for a qualitative assessment
of goodwill impairment indicators.
If the assessment indicates that impairment has more than likely occurred, the
Company must compare the estimated fair value of
the reporting unit to its carrying amount.
If the carrying amount of the reporting unit exceeds its estimated fair value, an
impairment charge is recorded equal to the excess.
On April 30, 2021, CCSW acquired substantially all of the assets of 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 $
0.2
million and $
0.1
million in 2022
and 2021, respectively.
The current intangible asset balance as of December 31, 2022 and December 31, 2021
was $
1.3
million
and $
1.6
million, respectively. The estimated
amortization expense for each of the nine succeeding fiscal years is $
0.2
million per
year.
During the fourth quarter of 2022, the Company performed its annual goodwill
impairment testing and determined that
no
goodwill impairment existed at December 31, 2022 and
no
goodwill impairment existed at December 31, 2021.
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)
2022
2021
2020
Beginning Balance
$
17
$
808
$
953
Additions
2,398
1,717
2,297
Valuation
Write-Downs
(11)
(31)
(792)
Sales
(1,973)
(2,809)
(1,650)
Other
-
332
-
Ending Balance
$
431
$
17
$
808
Net expenses applicable to other real estate owned for the three years ended December
31, was as follows:
(Dollars in Thousands)
2022
2021
2020
Gains from the Sale of Properties
$
(480)
$
(1,711)
$
(1,218)
Losses from the Sale of Properties
47
18
33
Rental Income from Properties
(21)
-
-
Property Carrying Costs
106
174
497
Valuation
Adjustments
11
31
792
Total
$
(337)
$
(1,488)
$
104
Note 10
DEPOSITS
The composition of the Company’s
interest bearing deposits at December 31 was as follows:
(Dollars in Thousands)
2022
2021
NOW Accounts
$
1,290,494
$
1,070,154
Money Market Accounts
267,383
274,611
Savings Deposits
637,374
599,811
Time Deposits
90,446
99,374
Total Interest Bearing
Deposits
$
2,285,697
$
2,043,950
105
At December 31, 2022 and 2021, $
1.1
million 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 $
11.1
million and $
10.0
million at
December 31, 2022 and 2021, respectively.
At December 31, the scheduled maturities of time deposits were as follows:
(Dollars in Thousands)
2022
2023
$
69,221
2024
10,284
2025
5,122
2026
1,737
2027
4,082
Total
$
90,446
Interest expense on deposits for the three years ended December 31, was as follows:
(Dollars in Thousands)
2022
2021
2020
NOW Accounts
$
2,800
$
294
$
930
Money Market Accounts
203
134
223
Savings Deposits
309
263
207
Time Deposits < $250,000
129
145
179
Time Deposits > $250,000
3
3
9
Total Interest Expense
$
3,444
$
839
$
1,548
106
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)
2022
Balance at December 31
$
-
$
6,582
$
50,211
Maximum indebtedness at any month end
-
9,452
50,211
Daily average indebtedness outstanding
2
8,095
32,386
Average rate paid
for the year
3.39
%
0.17
%
5.40
%
Average rate paid
on period-end borrowings
-
%
0.40
%
7.61
%
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
%
(1)
Balances are fully collateralized by government treasury or agency securities held in the Company's investment portfolio.
(2)
Comprised of FHLB advances totaling $
0.1
million and warehouse lines of credit totaling $
50.1
million at December 31, 2022.
Note 12
LONG-TERM BORROWINGS
Federal Home Loan Bank Advances.
The Company had one FHLB long-term advance totaling $
0.5
million at December 31,
2022.
The advance matures in 2025 and has a rate of 4.80%. The Company had FHLB long-term advances totaling $0.9 million
at December 31, 2021 with a weighted-average rate of 3.37%.
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.
Scheduled minimum future principal payments on our other long-term
borrowings at December 31 were as follows:
(Dollars in Thousands)
2022
2023
$
199
2024
198
2025
116
Total
$
513
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.
107
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.
Effective
June 30, 2023, in accordance with the trust agreement and the Adjustable Interest
Rate (LIBOR) Act of 2021, LIBOR will be
replaced with 3-month CME term SOFR (secured overnight financing
rate) as the interest rate index.
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, 2022, 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.
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.
108
Note 13
INCOME TAXES
The provision for income taxes reflected in the Consolidated Statements of Comprehensive
Income is comprised of the following
components:
2022
(Dollars in Thousands)
(As Restated)
2021
2020
Current:
Federal
$
10,646
$
12,039
$
8,625
State
1,022
1,044
1,658
11,668
13,083
10,283
Deferred:
Federal
(2,994)
(3,246)
(143)
State
(899)
(10)
130
Change in Valuation
Allowance
23
8
(40)
(3,870)
(3,248)
(53)
Total:
Federal
7,652
8,793
8,482
State
123
1,034
1,788
Change in Valuation
Allowance
23
8
(40)
Total
$
7,798
$
9,835
$
10,230
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:
2022
(Dollars in Thousands)
(As Restated)
2021
2020
Tax Expense at Federal
Statutory Rate
$
8,625
$
10,385
$
11,106
Increases (Decreases) Resulting From:
Tax-Exempt Interest
Income
(248)
(271)
(341)
State Taxes, Net of Federal
Benefit
94
819
1,413
Other
(546)
375
601
Change in Valuation
Allowance
23
8
(40)
Tax-Exempt Cash Surrender
Value
Life Insurance Benefit
(175)
(173)
(173)
Noncontrolling Interest
25
(1,308)
(2,336)
Actual Tax Expense
$
7,798
$
9,835
$
10,230
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.
109
The net deferred tax asset and the temporary differences comprising
that balance at December 31, 2022 and 2021 are as follows:
(As Restated)
(Dollars in Thousands)
2022
2021
Deferred Tax Assets Attributable
to:
Allowance for Credit Losses
$
6,042
$
5,308
Accrued Pension/SERP
1,530
4,468
State Net Operating Loss and Tax
Credit Carry-Forwards
1,920
1,984
Other Real Estate Owned
917
1,029
Accrued SERP Liability
3,246
2,442
Lease Liability
4,547
2,597
Net Unrealized Losses on Investment Securities
12,499
1,532
Other
3,043
2,325
Investment in Partnership
1,544
Total Deferred
Tax Assets
$
35,288
$
21,685
Deferred Tax Liabilities
Attributable to:
Depreciation on Premises and Equipment
$
3,382
$
3,208
Deferred Loan Fees and Costs
2,372
2,016
Intangible Assets
3,310
3,276
Accrued Pension Liability
1,043
2,138
Right of Use Asset
4,474
2,453
Investments
469
469
Other
2,099
857
Total Deferred
Tax Liabilities
17,149
14,417
Valuation
Allowance
1,671
1,648
Net Deferred Tax Asset
$
16,468
$
5,620
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, 2022.
At December 31, 2022, the Company had
state loss and tax credit carry-forwards of approximately $
1.9
million, which expire at various dates from
2023
through
2037
.
At December 31, 2022, and December 31, 2021, the Company had
no
material unrecognized gross tax benefits.
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, 2022, 2021,
and 2020.
There were
no
amounts accrued in the
Consolidated Statements of Financial Condition for penalties and interest
as of December 31, 2022 and 2021.
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 2019.
Note 14
STOCK-BASED COMPENSATION
At December 31, 2022, 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 2020 through 2022 was $
1.6
million, $
1.6
million, and $
2.3
million, respectively.
110
AIP.
The AIP allows key associates and directors to earn various forms of equity-based
incentive compensation.
Under the 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 2022 was approximately $
1.1
million.
Approximately
60
% of the award is in the
form of stock and
40
% in the form of a cash bonus.
For 2022, a total of
24,222
shares were eligible for issuance, but additional
shares could be earned if performance exceeded established goals.
A total of
41,460
shares were earned for 2022 that were issued
in January 2023.
For the years ended December 31, 2022 and 2021, Directors earned
11,847
and
10,377
shares, respectively,
under the Plan. The Company recognized expense of $
1.9
million, $
1.2
million and $
1.0
million for the years ended December
31, 2022, 2021 and 2020, 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, $
0.2
million and $
0.4
million for the years ended December 31, 2022, 2021 and 2020, respectively.
Shares issued
under the plan were
6,849
,
27,915
, and
32,482
for the years ended December 31, 2022, 2021 and 2020, respectively.
A total of
4,909
shares were earned in 2022 that were issued in January 2023.
After deducting the shares earned, but not issued, in 2022 under the AIP and
LTIP,
545,035
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 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, 2022, 2021 and 2020.
The Company issued shares under the DSPP
totaling
14,977
,
19,362
and
16,119
for the years ended December 31, 2022, 2021 and 2020, respectively.
At December 31, 2022,
there were
265,661
shares eligible for issuance under the 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 ASPP,
there were
400,000
shares of common stock
reserved for issuance.
The Company recognized $
0.1
million, $
0.1
million and $
0.2
million in expense under the ASPP for the
years ended December 31, 2022, 2021 and 2020, respectively.
The Company issued shares under the ASPP totaling
31,101
,
22,126
and
33,910
for the years ended December 31, 2022, 2021 and 2020, respectively.
At December 31, 2022,
346,773
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 $
4.03
for 2022.
For 2021 and 2020, the weighted average fair value purchase right granted was
$
3.96
and $
5.83
, 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:
2022
2021
2020
Dividend yield
2.4
%
2.5
%
2.4
%
Expected volatility
17.6
%
21.8
%
45.6
%
Risk-free interest rate
1.4
%
0.1
%
0.9
%
Expected life (in years)
0.5
0.5
0.5
111
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.
112
(Dollars in Thousands)
2022
2021
2020
Change in Projected Benefit Obligation:
Benefit Obligation at Beginning of Year
$
172,508
$
212,566
$
180,830
Service Cost
6,289
6,971
5,828
Interest Cost
4,665
4,885
5,612
Actuarial (Gain) Loss
(39,962)
(14,934)
32,172
Benefits Paid
(2,139)
(2,087)
(11,677)
Expenses Paid
(416)
(259)
(260)
Settlements
(32,794)
(34,634)
-
Special/Contractual Termination
Benefits
-
-
61
Projected Benefit Obligation at End of Year
$
108,151
$
172,508
$
212,566
Change in Plan Assets:
Fair Value
of Plan Assets at Beginning of Year
$
165,274
$
171,775
$
161,646
Actual Return on Plan Assets
(25,649)
30,479
17,066
Employer Contributions
-
-
5,000
Benefits Paid
(2,139)
(2,087)
(11,677)
Expenses Paid
(416)
(259)
(260)
Settlements
(32,794)
(34,634)
-
Fair Value
of Plan Assets at End of Year
$
104,276
$
165,274
$
171,775
Funded Status of Plan and Accrued Liability Recognized at End of Year:
Other Liabilities
$
3,875
$
7,234
$
40,791
Accumulated Benefit Obligation at End of Year
$
91,770
$
149,569
$
177,362
Components of Net Periodic Benefit Costs:
Service Cost
$
6,289
$
6,971
$
5,828
Interest Cost
4,665
4,885
5,612
Expected Return on Plan Assets
(10,701)
(11,147)
(10,993)
Amortization of Prior Service Costs
15
15
15
Special/Contractual Termination
Benefits
-
-
61
Net Loss Amortization
1,713
6,764
3,933
Net Loss Settlements
2,321
3,072
-
Net Periodic Benefit Cost
$
4,302
$
10,560
$
4,456
Weighted-Average
Assumptions Used to Determine Benefit Obligation:
Discount Rate
5.63%
3.11%
2.88%
Rate of Compensation Increase
(1)
5.10%
4.40%
4.00%
Measurement Date
12/31/22
12/31/21
12/31/20
Weighted-Average
Assumptions Used to Determine Benefit Cost:
Discount Rate
3.11%
2.88%
3.53%
Expected Return on Plan Assets
6.75%
6.75%
7.00%
Rate of Compensation Increase
(1)
4.40%
4.00%
4.00%
Amortization Amounts from Accumulated Other Comprehensive Income:
Net Actuarial Loss (Gain)
$
(3,612)
$
(34,265)
$
26,098
Prior Service Cost
(15)
(15)
(15)
Net Loss
(4,034)
(9,836)
(3,933)
Deferred Tax Expense
(Benefit)
1,942
11,183
(5,615)
Other Comprehensive Loss (Gain), net of tax
$
(5,719)
$
(32,933)
$
16,535
Amounts Recognized in Accumulated Other Comprehensive Income:
Net Actuarial Losses
$
7,653
$
15,300
$
59,400
Prior Service Cost
5
20
35
Deferred Tax Benefit
(1,941)
(3,884)
(15,066)
Accumulated Other Comprehensive Loss, net of tax
$
5,717
$
11,436
$
44,369
(1)
The Company utilized an age-graded approach that varies the rate based
on the age of the participants.
113
During 2022 and 2021, lump sum payments made under the Company’s
defined benefit pension plan triggered settlement
accounting.
In accordance with applicable accounting guidance for defined benefit plans, the Company recorded
settlement
losses of $
2.3
million and $
3.1
million during 2022 and 2021, respectively.
The service cost component of net periodic benefit cost is reflected in compensation
expense in the accompanying Consolidated
Statements of Income.
The other components of net periodic cost are included in “other” within the noninterest
expense category
in the Consolidated Statements of Income.
See Note 1 – Significant Accounting Policies for additional information.
The Company expects to recognize $
0.9
million of the net actuarial loss reflected in accumulated other comprehensive income
at
December 31, 2022 as a component of net periodic benefit cost during 2023.
Plan Assets.
The Company’s pension
plan asset allocation at December 31, 2022 and 2021, and the target
asset allocation for
2022 are as follows:
Target
Percentage of Plan
Allocation
Assets at December 31
(1)
2023
2022
2021
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)
2022
2021
Level 1:
U.S. Treasury Securities
$
17,264
$
200
Mutual Funds
81,231
156,726
Cash and Cash Equivalents
5,327
6,881
Level 2:
U.S. Government Agency
-
527
Corporate Notes/Bonds
454
940
Total Fair Value
of Plan Assets
$
104,276
$
165,274
114
Expected Benefit Payments.
At December 31, expected benefit payments related to the defined benefit pension
plan were as
follows:
(Dollars in Thousands)
2022
2023
$
9,446
2024
8,896
2025
9,966
2026
9,638
2027
9,270
2028 through 2032
43,323
Total
$
90,539
Contributions.
The following table details the amounts contributed to the pension plan in 2022
and 2021, and the expected
amount to be contributed in 2023.
Expected
Contribution
(Dollars in Thousands)
2021
2022
2023
(1)
Actual Contributions
$
5,000
$
-
$
-
- $
10,000
(1)
For 2023, 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.
115
(Dollars in Thousands)
2022
2021
2020
Change in Projected Benefit Obligation:
Benefit Obligation at Beginning of Year
$
13,534
$
13,402
$
10,244
Service Cost
31
35
31
Interest Cost
315
243
321
Actuarial (Gain) Loss
(2,932)
(146)
1,826
Plan Amendments
-
-
980
Projected Benefit Obligation at End of Year
$
10,948
$
13,534
$
13,402
Funded Status of Plan and Accrued Liability Recognized at End of Year:
Other Liabilities
$
10,948
$
13,534
$
13,402
Accumulated Benefit Obligation at End of Year
$
10,887
$
12,803
$
12,339
Components of Net Periodic Benefit Costs:
Service Cost
$
31
$
35
$
31
Interest Cost
315
243
321
Amortization of Prior Service Cost
277
277
327
Net Loss Amortization
718
970
503
Net Periodic Benefit Cost
$
1,341
$
1,525
$
1,182
Weighted-Average
Assumptions Used to Determine Benefit Obligation:
Discount Rate
5.45%
2.80%
2.38%
Rate of Compensation Increase
(1)
5.10%
4.40%
4.00%
Measurement Date
12/31/22
12/31/21
12/31/20
Weighted-Average
Assumptions Used to Determine Benefit Cost:
Discount Rate
2.80%
2.38%
3.16%
Rate of Compensation Increase
(1)
4.40%
4.00%
3.50%
Amortization Amounts from Accumulated Other Comprehensive Income:
Net Actuarial
(Gain) Loss
$
(2,932)
$
(146)
$
1,826
Prior Service (Benefit) Cost
(277)
(219)
895
Net Loss
(718)
(970)
(458)
Deferred Tax Expense
(Benefit)
995
154
(573)
Other Comprehensive (Gain) Loss, net of tax
$
(2,932)
$
(1,181)
$
1,690
Amounts Recognized in Accumulated Other Comprehensive Income:
Net Actuarial Loss
$
(1,775)
$
1,875
$
2,991
Prior Service Cost
151
429
895
Deferred Tax Benefit
412
(584)
(985)
Accumulated Other Comprehensive (Loss) Gain, net of tax
$
(1,212)
$
1,720
$
2,901
(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 $
0.5
million of the net actuarial loss reflected in accumulated other
comprehensive income at December 31, 2022 as a component of net periodic
benefit cost during 2023.
In June 2023, lump sum retirement distributions to two plan participants
will require the application of settlement accounting.
The amount of the settlement charge cannot be determined until the
time of cash payment utilizing discount rates at that time.
116
Expected Benefit Payments
. As of December 31, expected benefit payments related to the SERP were as follows:
(Dollars in Thousands)
2022
2023
$
9,182
2024
1,044
2025
18
2026
19
2027
20
2028 through 2032
261
Total
$
10,544
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 for 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 2022, the
Company made annual matching contributions of $
1.4
million.
For 2021 and 2020, the Company made annual matching
contributions of $
1.0
million and $
0.8
million, respectively.
The participant may choose to invest their contributions into thirty-
four 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 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 2022, 2021, and 2020,
matching contributions were made by CCHL up to
3
% of eligible participant’s
compensation totaling $
0.4
million, $
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 2022,
2021 and 2020.
Note 16
EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted earnings
per share:
(As Restated)
(Dollars and Per Share Data in Thousands)
2022
2021
2020
Numerator:
Net Income Attributable to Common Shareowners
$
33,412
$
33,396
$
31,576
Denominator:
Denominator for Basic Earnings Per Share Weighted
-Average Shares
16,951
16,863
16,785
Effects of Dilutive Securities Stock Compensation
Plans
34
30
37
Denominator for Diluted Earnings Per Share Adjusted Weighted
-Average
Shares and Assumed Conversions
16,985
16,893
16,822
Basic Earnings Per Share
$
1.97
$
1.98
$
1.88
Diluted Earnings Per Share
$
1.97
$
1.98
$
1.88
117
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, 2022 and 2021, that the Company
and the Bank meet all capital adequacy requirements to
which they are subject.
At December 31, 2022, 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, 2022 and 2021 are
presented in the following table.
118
To Be Well
-
Capitalized Under
Required
Prompt
For Capital
Corrective
Actual
Adequacy Purposes
Action Provisions
(Dollars in Thousands)
Amount
Ratio
Amount
Ratio
Amount
Ratio
2022 (As Restated)
Common Equity Tier 1:
CCBG
$
335,512
12.38%
$
121,918
4.50%
*
*
CCB
358,882
13.25%
121,913
4.50%
$
176,096
6.50%
Tier 1 Capital:
CCBG
386,512
14.27%
162,557
6.00%
*
*
CCB
358,882
13.25%
162,550
6.00%
216,733
8.00%
Total Capital:
CCBG
414,569
15.30%
216,743
8.00%
*
*
CCB
386,067
14.25%
216,733
8.00%
270,917
10.00%
Tier 1 Leverage:
CCBG
386,512
8.91%
173,546
4.00%
*
*
CCB
358,882
8.27%
173,505
4.00%
216,881
5.00%
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%
*
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 2023, the bank subsidiary may declare dividends without regulatory approval
of
$
47.0
million plus an additional amount equal to net profits of the Company’s
subsidiary bank for 2023 up to the date of any such
dividend declaration.
119
Note 18
ACCUMULATED OTHER
COMPREHENSIVE INCOME (LOSS)
FASB Topic
ASC 220, “Comprehensive Income” requires that certain transactions
and other economic events that bypass the
Consolidated Statements of Income be displayed as other comprehensive
income.
Total comprehensive income
is reported in
the Consolidated Statements of Comprehensive Income (net of
tax) and Changes in Shareowners’ Equity (net of tax).
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, 2022
$
(4,588)
$
1,530
$
(13,156)
$
(16,214)
Other comprehensive (loss) income during the period
(32,761)
3,095
8,651
(21,015)
Balance as of December 31, 2022
$
(37,349)
$
4,625
$
(4,505)
$
(37,229)
Balance as of January 1, 2021
$
2,700
$
428
$
(47,270)
$
(44,142)
Other comprehensive income (loss) 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)
Note 19
RELATED PARTY
TRANSACTIONS
At December 31, 2022 and 2021, certain officers and directors were indebted
to the Bank in the aggregate amount of $
7.3
million
and $
3.8
million, respectively.
During 2022 and 2021, $
8.5
million and $
2.4
million in new loans were made and repayments
totaled $
5.0
million and $
2.9
million, respectively.
These loans were all current at December 31, 2022 and 2021.
Deposits from certain directors, executive officers, and
their related interests totaled $
66.3
million and $
50.1
million at December
31, 2022 and 2021, respectively.
Under a lease agreement expiring in
2052
, 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, North Florida Region at Capital City Bank.
In 2022, 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.
120
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)
2022
2021
2020
Legal Fees
$
1,413
$
1,411
$
1,570
Professional Fees
5,437
5,633
4,863
Telephone
2,851
2,975
2,869
Advertising
3,208
2,683
2,998
Processing Services
6,534
6,569
5,832
Insurance – Other
2,409
2,096
1,607
Pension – Other
(3,043)
1,913
(216)
Pension – Settlement
2,321
3,072
-
Other
14,411
10,754
11,500
Total
$
35,541
37,106
31,023
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:
2022
2021
(Dollars in Thousands)
Fixed
Variable
Total
Fixed
Variable
Total
Commitments to Extend Credit
(1)
$
243,614
$
531,873
$
775,487
$
217,531
$
505,897
$
723,428
Standby Letters of Credit
5,619
-
5,619
5,205
-
5,205
Total
$
249,233
$
531,873
$
781,106
$
222,736
$
505,897
$
728,633
(1)
Commitments include unfunded loans, revolving lines of credit, and off-balance sheet residential loan commitments.
Commitments to extend credit are agreements to lend to a client so long as there is no
violation of any condition established in
the contract. Commitments generally have fixed expiration dates or other
termination clauses and may require payment of a fee.
Since many of the commitments are expected to expire without being drawn
upon, the total commitment amounts do not
necessarily represent future cash requirements.
Standby letters of credit are conditional commitments issued by the
Company to guarantee the performance of a client to a third
party.
The credit risk involved in issuing letters of credit is essentially the same as that involved
in extending loan facilities. In
general, management does not anticipate any material losses as a result of
participating in these types of transactions.
However,
any potential losses arising from such transactions are reserved for in the same manner
as management reserves for its other
credit facilities.
For both on- and off-balance sheet financial instruments, the Company
requires collateral to support such instruments when it is
deemed necessary.
The Company evaluates each client’s
creditworthiness on a case-by-case basis.
The amount of collateral
obtained upon extension of credit is based on management’s
credit evaluation of the counterparty.
Collateral held varies, but
may include deposits held in financial institutions; U.S. Treasury
securities; other marketable securities; real estate; accounts
receivable; property,
plant and equipment; and inventory.
121
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)
2022
2021
2020
Beginning Balance
$
2,897
$
1,644
$
157
Impact of Adoption of ASC 326
-
-
876
Provision for Credit Losses
92
1,253
611
Ending Balance
$
2,989
$
2,897
$
1,644
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.
Furthermore, the Company has an outstanding commitment of up to
$
1.0
million in a bank tech venture capital fund focused on
finding and funding technology solutions for community banks and a commitment
of up to $
7.0
million in a solar tax credit equity
fund.
At December 31, 2022, the Company had contributed $
0.2
million of the bank tech commitment and $
1.0
million of the
solar fund commitment.
At December 31, 2021, the Company had contributed $
0.1
million of the bank tech commitment.
Contingencies
.
The Company is a party to lawsuits and claims arising out of the normal course of business.
In management’s
opinion, there are
no
known pending claims or litigation, the outcome of which would, individually
or in the aggregate, have a
material effect on the consolidated results of operations,
financial position, or cash flows of the Company.
Indemnification Obligation
.
The Company is a member of the Visa U.S.A. network.
Visa U.S.A believes that its member
banks
are required to indemnify it for potential future settlement of certain litigation
(the “Covered Litigation”) that relates to several
antitrust lawsuits challenging the practices of Visa
and MasterCard International.
In 2008, the Company, as a member
of the Visa
U.S.A. network, obtained Class B shares of Visa,
Inc. upon its initial public offering.
Since its initial public offering, Visa,
Inc.
has funded a litigation reserve for the Covered Litigation resulting in a reduction in the
Class B shares held by the Company.
During the first quarter of 2011, the Company
sold its remaining Class B shares.
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
2022 totaled $
0.9
million.
Payments totaled $
0.8
million and $
0.7
million for the years 2021 and 2020, respectively.
At
December 31, 2022, there was $
0.1
million payable.
There was $
0.1
million payable December 31, 2021.
Note 22
FAIR VALUE
MEASUREMENTS
The fair value of an asset or liability is the exchange price that would be received
were the Bank to sell that asset or paid to
transfer that liability (exit price) 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.
122
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 IRLCs 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.
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, 2022 and 2021, there was $
0.1
million payable.
123
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
2022 (As Restated)
ASSETS:
Securities Available for
Sale:
U.S. Government Treasury
$
22,050
$
-
$
-
$
22,050
U.S. Government Agency
-
186,052
-
186,052
States and Political Subdivisions
-
40,329
-
40,329
Mortgage-Backed Securities
-
69,405
-
69,405
Corporate Debt Securities
-
88,236
-
88,236
Loans Held for Sale
-
26,909
-
26,909
Interest Rate Swap Derivative
-
6,195
-
6,195
Mortgage Banking Hedge Derivative
-
187
-
187
Mortgage Banking IRLC Derivative
-
-
819
819
2021
ASSETS:
Securities Available for
Sale:
U.S. Government Treasury
$
187,868
$
-
$
-
$
187,868
U.S. Government Agency
-
237,578
-
237,578
State and Political Subdivisions
-
46,980
-
46,980
Mortgage-Backed Securities
-
88,869
-
88,869
Corporate Debt Securities
-
86,222
-
86,222
Loans Held for Sale
-
52,532
-
52,532
Interest Rate Swap Derivative
-
2,050
-
2,050
Mortgage Banking IRLC Derivative
-
-
1,258
1,258
LIABILITIES:
Mortgage Banking Hedge Derivative
$
-
$
7
$
-
$
7
Mortgage Banking Activities.
The Company had Level 3 issuances and transfers of $
15.4
million and $
28.5
million, respectively
for the year ended December 31, 2022 related to mortgage banking
activities.
The Company had Level 3 issuances and transfers
of $
31.3
million and $
47.7
million, respectively, for
the year ended December 31, 2021.
Issuances are valued based on the
change in fair value of the underlying mortgage loan from inception of the IRLC to the Consolidated
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.
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 $
0.7
million with a valuation allowance of
$
0.1
million at December 31, 2022.
Collateral dependent loans had a carrying value of $
2.8
million with a valuation allowance of
$
0.2
million at December 31, 2021.
124
Other Real Estate Owned
.
During 2022 and 2021, 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.
At December 31, 2022 and 2021, these assets were recorded at fair value, which
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.
At December 31, 2022 and 2021, there was
no
valuation
allowance for mortgage servicing rights.
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.
125
A summary of estimated fair values of significant financial instruments at December
31 consisted of the following:
2022 (As Restated)
(Dollars in Thousands)
Carrying
Level 1
Level 2
Level 3
Value
Inputs
Inputs
Inputs
ASSETS:
Cash
$
72,114
$
72,114
$
-
$
-
Short-Term Investments
528,536
528,536
-
-
Investment Securities, Held to Maturity
660,774
431,733
180,968
-
Equity Securities
(1)
10
-
10
-
Other Equity Securities
(2)
2,848
-
2,848
-
Mortgage Servicing Rights
2,599
-
-
4,491
Loans, Net of Allowance for Credit Losses
2,522,617
-
-
2,377,229
LIABILITIES:
Deposits
$
3,939,317
$
-
$
3,310,383
$
-
Short-Term
Borrowings
56,793
-
56,793
-
Subordinated Notes Payable
52,887
-
45,763
-
Long-Term Borrowings
513
-
513
-
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, Held to Maturity
339,601
113,877
225,822
-
Equity Securities
(1)
861
-
861
-
Other Equity Securities
(2)
2,848
-
2,848
-
Mortgage Servicing Rights
3,774
-
-
4,718
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
-
(1)
Not readily marketable securities.
(2)
Accounted for under the equity method - not readily
marketable securities - reflected in other assets.
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.
126
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
(As Restated)
(Dollars in Thousands, Except Per Share
Data)
2022
2021
ASSETS
Cash and Due From Subsidiary Bank
$
42,737
$
25,768
Equity Securities
199
120
Investment in Subsidiary Bank
404,892
415,580
Goodwill and Other Intangibles
3,998
4,158
Other Assets
11,297
7,866
Total Assets
$
463,123
$
453,492
LIABILITIES
Subordinated Notes Payable
52,887
52,887
Other Liabilities
22,955
17,439
Total Liabilities
$
75,842
$
70,326
SHAREOWNERS’ EQUITY
Common Stock, $
.01
par value;
90,000,000
shares authorized;
16,986,785
and
16,892,060
shares
issued and outstanding at December 31, 2022 and 2021, respectively
170
169
Additional Paid-In Capital
37,331
34,423
Retained Earnings
387,009
364,788
Accumulated Other Comprehensive Loss, Net of Tax
(37,229)
(16,214)
Total Shareowners’
Equity
387,281
383,166
Total Liabilities and Shareowners’
Equity
$
463,123
$
453,492
127
The operating results of the parent company for the three years ended December
31 are shown below:
Parent Company Statements of Operations
(As Restated)
(Dollars in Thousands)
2022
2021
2020
OPERATING INCOME
Income Received from Subsidiary Bank:
Administrative Fees
$
5,396
$
5,516
$
6,068
Dividends
23,000
10,000
21,000
Other Income
253
174
193
Total Operating
Income
28,649
15,690
27,261
OPERATING EXPENSE
Salaries and Associate Benefits
5,034
3,558
3,418
Interest on Subordinated Notes Payable
1,652
1,233
1,514
Professional Fees
616
1,113
1,079
Advertising
232
134
140
Legal Fees
370
589
456
Other
2,186
2,087
1,673
Total Operating
Expense
10,090
8,714
8,280
Earnings Before Income Taxes
and Equity in Undistributed
Earnings of Subsidiary Bank
18,559
6,976
18,981
Income Tax Benefit
(661)
(717)
(406)
Earnings Before Equity in Undistributed Earnings of Subsidiary Bank
19,220
7,693
19,387
Equity in Undistributed Earnings of Subsidiary Bank
14,192
25,703
12,189
Net Income Attributable to Common Shareowners
$
33,412
$
33,396
$
31,576
128
The cash flows for the parent company for the three years ended December 31 were
as follows:
Parent Company Statements of Cash Flows
(As Restated)
(Dollars in Thousands)
2022
2021
2020
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net Income Attributable to Common Shareowners
$
33,412
$
33,396
$
31,576
Adjustments to Reconcile Net Income to Net Cash Provided By
Operating Activities:
Equity in Undistributed Earnings of Subsidiary Bank
(14,192)
(25,703)
(12,189)
Stock Compensation
1,278
843
892
Amortization of Intangible Asset
160
107
-
Increase in Other Assets
(336)
(21)
(217)
Increase in Other Liabilities
5,847
3,131
1,900
Net Cash Provided By Operating Activities
$
26,169
$
11,753
$
21,962
CASH FROM INVESTING ACTIVITIES:
Purchase of Equity Securities
$
(79)
$
(120)
$
-
Net Cash Paid for Acquisition
-
(4,482)
-
Decrease (Increase) in Investment in Subsidiaries
770
(10,770)
-
Net Cash Provided by (Used in) Investing Activities
$
691
$
(15,372)
$
-
CASH FROM FINANCING ACTIVITIES:
Repayment of Long-Term
Borrowings
-
(900)
(600)
Dividends Paid
(11,191)
(10,459)
(9,567)
Issuance of Common Stock Under Compensation Plans
1,300
1,028
1,041
Payments to Repurchase Common Stock
-
-
(2,042)
Net Cash Used In Financing Activities
$
(9,891)
$
(10,331)
$
(11,168)
Net Increase (Decrease) in Cash
16,969
(13,950)
10,794
Cash at Beginning of Year
25,768
39,718
28,924
Cash at End of Year
$
42,737
$
25,768
$
39,718
Note 24
QUARTERLY
RESULTS
OF OPERATIONS
(UNAUDITED)
As further described in Note 1, the previously reported financial information
for each of the quarters ended March 31, 2022, June
30, 2022 and September 30, 2022 have been restated and are reflected in the tables that
follow. See “Restatement of Previously
Issued Consolidated Financial Statements – Description of Misstatements”
in Note 1. The unaudited interim financial statements
reflect all adjustments that are, in the opinion of management, necessary for a fair statement of
the results for the interim periods
presented. Restated amounts are computed independently for each quarter
presented; therefore, the sum of the quarterly amounts
may not equal the total amount for the respective year due to rounding.
129
CAPITAL CITY BANK
GROUP,
INC.
CONSOLIDATED STATEMENTS
OF FINANCIAL CONDITION (Unaudited)
As Restated
(Dollars in Thousands, except per share data)
Mar 31, 2022
Jun 30, 2022
Sept 30, 2022
ASSETS:
Cash and Due From Banks
$
77,963
$
91,209
$
72,686
Federal Funds Sold and Interest Bearing Deposits
790,465
603,315
497,679
Total Cash and Cash Equivalents
868,428
694,524
570,365
Investment Securities Available
for Sale (amortized cost of $
655,927
,
$
643,679
, and $
461,646
)
624,361
601,405
416,745
Investment Securities Held to Maturity (fair value of $
501,277
and $
498,963
,
and $
623,628
)
518,678
528,258
676,178
Other Equity Securities
855
900
1,349
Total Investment Securities
1,143,894
1,130,563
1,094,272
Loans Held For Sale
46,256
24,986
23,162
Loans, Net of Unearned Income
1,988,660
2,235,252
2,369,785
Allowance for Loan Losses
(20,788)
(21,463)
(22,747)
Loans, Net
1,967,872
2,213,789
2,347,038
Premises and Equipment, Net
82,518
82,932
81,736
Goodwill
93,213
93,173
93,133
Other Real Estate Owned
17
90
13
Other Assets
106,330
111,270
118,272
Total Assets
$
4,308,528
$
4,351,327
$
4,327,991
LIABILITIES
Deposits:
Noninterest Bearing Deposits
$
1,704,329
$
1,724,671
$
1,737,046
Interest Bearing Deposits
2,061,178
2,061,587
2,022,332
Total Deposits
3,765,507
3,786,258
3,759,378
Short-Term
Borrowings
30,865
39,463
52,271
Subordinated Notes Payable
52,887
52,887
52,887
Other Long-Term
Borrowings
806
612
562
Other Liabilities
77,323
93,319
84,657
Total Liabilities
3,927,388
3,972,539
3,949,755
Temporary Equity
10,512
10,083
9,751
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;
16,947,602
,
16,959,280
, and $
16,961,812
shares issued and outstanding, respectively
169
170
170
Additional Paid-In Capital
35,188
35,738
36,234
Retained Earnings
369,014
373,562
380,284
Accumulated Other Comprehensive Loss, Net of Tax
(33,743)
(40,765)
(48,203)
Total Shareowners' Equity
370,628
368,705
368,485
Total Liabilities, Temporary
Equity, and Shareowners' Equity
$
4,308,528
$
4,351,327
$
4,327,991
130
CAPITAL CITY BANK
GROUP,
INC.
CONSOLIDATED STATEMENTS
OF INCOME (Unaudited)
As Restated
For Three Months Ended
(Dollars in thousands, except per share data)
Mar 31,
2022
Jun 30,
2022
Sept 30,
2022
INTEREST INCOME
Loans, Including Fees
$
22,429
$
24,268
$
27,839
Investment Securities:
Taxable Securities
2,890
3,833
4,360
Tax Exempt Securities
6
7
12
Funds Sold
409
1,408
3,231
Total Interest Income
25,734
29,516
35,442
INTEREST EXPENSE
Deposits
224
266
1,052
Short-Term
Borrowings
192
343
536
Subordinated Notes Payable
317
370
443
Other Long-Term
Borrowings
9
8
6
Total Interest Expense
742
987
2,037
Net Interest Income
24,992
28,529
33,405
Provision for Loan Losses
32
1,692
2,154
Net Interest Income After Provision For Loan Losses
24,960
26,837
31,251
NONINTEREST INCOME
Deposit Fees
5,191
5,447
5,947
Bank Card Fees
3,763
4,034
3,860
Wealth Management
Fees
6,070
4,403
3,937
Mortgage Banking Fees
4,055
4,857
2,895
Other
1,733
1,823
1,870
Total Noninterest
Income
20,812
20,564
18,509
NONINTEREST EXPENSE
Compensation
22,298
23,222
22,967
Occupancy, Net
6,093
6,075
6,153
Other
8,132
8,853
8,579
Total Noninterest
Expense
36,523
38,150
37,699
INCOME BEFORE INCOME TAXES
9,249
9,251
12,061
Income Tax Expense
1,720
1,685
2,493
NET INCOME
7,529
7,566
9,568
Pre-Tax Income
Attributable to Noncontrolling Interests
(591)
(306)
37
NET INCOME ATTRIBUTABLE
TO COMMON SHAREOWNERS
$
6,938
$
7,260
$
9,605
BASIC NET INCOME PER SHARE
$
0.41
$
0.43
$
0.57
DILUTED NET INCOME PER SHARE
$
0.41
$
0.43
$
0.57
AVERAGE
SHARES:
Basic
16,931
16,949
16,960
Diluted
16,946
16,971
16,996
131
CAPITAL CITY BANK
GROUP,
INC.
CONSOLIDATED STATEMENTS
OF COMPREHENSIVE (LOSS) INCOME (Unaudited)
As Restated
For Three Months Ended
(Dollars in thousands, except per share data)
Mar 31,
2022
Jun 30,
2022
Sept 30,
2022
NET INCOME
$
6,938
$
7,260
$
9,605
Other comprehensive income (loss), before
tax:
Investment Securities:
Change in net unrealized (loss) gain on securities available for sale
(25,445)
(10,714)
(2,618)
Unrealized losses on securities transferred from available for sale to held
to
maturity
-
-
(9,384)
Amortization of unrealized losses on securities transferred from available
for sale to
held to maturity
-
-
586
Total Investment
Securities
(25,445)
(10,714)
(11,416)
Derivative:
Change in net unrealized gain on effective cash flow
derivative
1,836
1,161
1,407
Benefit Plans:
Defined benefit plan settlement
209
169
102
Total Benefit Plans
209
169
102
Other comprehensive income (loss), before
tax:
(23,400)
(9,384)
(9,907)
Deferred tax (benefit) expense related to other comprehensive income
(5,871)
(2,362)
(2,469)
Other comprehensive income (loss), net of tax
(17,529)
(7,022)
(7,438)
TOTAL COMPREHENSIVE
(LOSS) INCOME
$
(10,591)
$
238
$
2,167
132
CAPITAL CITY BANK
GROUP,
INC.
CONSOLIDATED STATEMENTS
OF CHANGES IN SHAREOWNERS' EQUITY (Unaudited)
As Restated
For Three Months Ended March 31, 2022
(Dollars in thousands, except per share data)
Shares
Outstanding
Common
Stock
Additional
Paid-In
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Loss, Net of
Taxes
Total
Balance, January 1, 2022, as restated
16,892,060
$
169
$
34,423
$
364,788
$
(16,214)
$
383,166
Net Income Attributable to Common Shareowners
-
-
-
6,938
-
6,938
Other Comprehensive Loss, Net of Tax
-
-
-
-
(17,529)
(17,529)
Cash Dividends ($
0.16
per share)
-
-
-
(2,712)
-
(2,712)
Stock Based Compensation
-
-
245
-
-
245
Stock Compensation Plan Transactions, net
55,542
520
-
-
520
Balance, March 31, 2022, as restated
16,947,602
$
169
$
35,188
$
369,014
$
(33,743)
$
370,628
As Restated
For Six Months Ended June 30, 2022
(Dollars in thousands, except per share data)
Shares
Outstanding
Common
Stock
Additional
Paid-In
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Loss, Net of
Taxes
Total
Balance, January 1, 2022, as restated
16,892,060
$
169
$
34,423
$
364,788
$
(16,214)
$
383,166
Net Income
-
-
-
14,198
-
14,198
Other Comprehensive Loss, Net of Tax
-
-
-
-
(24,551)
(24,551)
Cash Dividends ($
0.32
per share)
-
-
-
(5,424)
-
(5,424)
Stock Based Compensation
-
-
489
-
-
489
Stock Compensation Plan Transactions, net
67,220
1
826
-
-
827
Balance, June 30, 2022, as restated
16,959,280
$
170
$
35,738
$
373,562
$
(40,765)
$
368,705
As Restated
For Nine Months Ended
September 30, 2022
(Dollars in thousands, except per share data)
Shares
Outstanding
Common
Stock
Additional
Paid-In
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Loss, Net of
Taxes
Total
Balance, January 1, 2022
16,892,060
$
169
$
34,423
$
364,788
$
(16,214)
$
383,166
Net Income
-
-
-
23,803
-
23,803
Other Comprehensive Loss, Net of Tax
-
-
-
-
(31,989)
(31,989)
Cash Dividends ($
0.49
per share)
-
-
-
(8,307)
-
(8,307)
Stock Based Compensation
-
-
904
-
904
Stock Compensation Plan Transactions, net
69,752
1
907
-
908
Balance, September 30, 2022
16,961,812
$
170
$
36,234
$
380,284
$
(48,203)
$
368,485
133
CAPITAL CITY BANK
GROUP,
INC.
CONSOLIDATED STATEMENTS
OF CASH FLOWS (Unaudited)
As Restated
(Dollars in Thousands)
For Three
Months
Ended
Mar 31, 2022
For Six
Months
Ended
Jun 30, 2022
For Nine
Months
Ended
Sept 30, 2022
CASH FLOWS FROM OPERATING
ACTIVITIES
Net Income Attributable to Common Shareowners
$
6,938
$
14,198
$
23,803
Adjustments to Reconcile Net Income to
Provision for Credit Losses
32
1,724
3,878
Depreciation
1,907
3,802
5,689
Amortization of Premiums, Discounts, and Fees, net
2,610
5,053
6,618
Amortization of Intangible Assets
40
80
120
Pension Settlement Charge
209
378
480
Originations of Loans Held-for-Sale
(242,253)
(549,018)
(772,089)
Proceeds From Sales of Loans Held-for-Sale
252,584
585,476
813,267
Mortgage Banking Revenues
(4,055)
(8,912)
(11,807)
Net Additions for Capitalized Mortgage Servicing Rights
364
360
570
Stock Compensation
245
489
904
Net Tax Benefit From Stock-Based
Compensation
(19)
(19)
(19)
Deferred Income Taxes (Benefit)
(6,682)
(9,887)
(12,854)
Net Change in Operating Leases
(27)
(72)
(83)
Net (Gain) Loss on Sales and Write-Downs of Other Real Estate Owned
-
(26)
(136)
Net Decrease (Increase) in Other Assets
1,897
3,516
3,696
Net (Decrease) Increase in Other Liabilities
7,036
22,040
12,839
Net Cash Provided (Used In) By Operating Activities
20,826
69,182
74,876
CASH FLOWS FROM INVESTING ACTIVITIES
Securities Held to Maturity:
Purchases
(194,448)
(218,548)
(219,865)
Payments, Maturities, and Calls
14,441
28,111
40,096
Purchases
(25,139)
(37,044)
(41,880)
Proceeds from Sale of Securities
3,365
3,365
3,365
Payments, Maturities, and Calls
24,824
47,413
64,301
Purchase of loans held for investment
(26,713)
(174,779)
(329,481)
Net Increase in Loans Held for Investment
(31,260)
(130,913)
(113,116)
Proceeds From Sales of Other Real Estate Owned
-
30
1,683
Purchases of Premises and Equipment
(1,013)
(3,322)
(4,013)
Noncontrolling interest contributions received
1,838
2,573
2,867
Net Cash Used In Investing Activities
(234,105)
(483,114)
(596,043)
CASH FLOWS FROM FINANCING ACTIVITIES
Net Increase in Deposits
52,645
73,396
46,516
Net (Decrease) Increase in Other Short-Term
Borrowings
(3,692)
4,784
17,592
Repayment of Other Long-Term
Borrowings
(78)
(150)
(200)
Dividends Paid
(2,712)
(5,424)
(8,307)
Issuance of Common Stock Under Compensation Plans
190
496
577
Net Cash Provided By Financing Activities
46,353
73,102
56,178
NET DECREASE IN CASH AND CASH EQUIVALENTS
(166,926)
(340,830)
(464,989)
Cash and Cash Equivalents at Beginning of Period
1,035,354
1,035,354
1,035,354
Cash and Cash Equivalents at End of Period
$
868,428
$
694,524
$
570,365
Supplemental Cash Flow Disclosures:
Interest Paid
$
715
$
1,617
$
3,588
Income Taxes Paid
$
20
$
3,765
$
6,410
Noncash Investing and Financing Activities:
Loans and Premises Transferred to Other Real Estate Owned
$
-
$
77
$
1,543
134
CAPITAL CITY BANK
GROUP,
INC.
CONSOLIDATED STATEMENT
OF FINANCIAL CONDITION (Unaudited)
As of March 31, 2022
(Dollars in Thousands, except per share data)
As
Previously
Reported
Restatement
Impact
As
Restated
ASSETS:
Cash and Due From Banks
$
77,963
$
-
$
77,963
Federal Funds Sold and Interest Bearing Deposits
790,465
-
790,465
Total Cash and Cash Equivalents
868,428
-
868,428
Investment Securities Available
for Sale (amortized cost of $
655,927
)
624,361
-
624,361
Investment Securities Held to Maturity (fair value of $
501,277
)
518,678
-
518,678
Other Equity Securities
855
-
855
Total Investment Securities
1,143,894
-
1,143,894
Loans Held For Sale
50,815
(4,559)
46,256
Loans, Net of Unearned Income
1,985,509
3,151
1,988,660
Allowance for Loan Losses
(20,756)
(32)
(20,788)
Loans, Net
1,964,753
3,119
1,967,872
Premises and Equipment, Net
82,518
-
82,518
Goodwill
93,213
-
93,213
Other Real Estate Owned
17
-
17
Other Assets
106,407
(77)
106,330
Total Assets
$
4,310,045
$
(1,517)
$
4,308,528
LIABILITIES
Deposits:
Noninterest Bearing Deposits
$
1,704,329
$
-
$
1,704,329
Interest Bearing Deposits
2,061,178
-
2,061,178
Total Deposits
3,765,507
-
3,765,507
Short-Term
Borrowings
30,865
-
30,865
Subordinated Notes Payable
52,887
-
52,887
Other Long-Term
Borrowings
806
-
806
Other Liabilities
77,323
-
77,323
Total Liabilities
3,927,388
-
3,927,388
Temporary Equity
10,512
-
10,512
SHAREOWNERS' EQUITY
Preferred Stock: $
.01
par value,
3,000,000
shares authorized
no
shares issues and outstanding
-
-
-
Common Stock, $
.01
par value,
90,000,000
shares authorized
16,947,602
shares issued and outstanding
169
-
169
Additional Paid-In Capital
35,188
-
35,188
Retained Earnings
370,531
(1,517)
369,014
Accumulated Other Comprehensive Loss, Net of Tax
(33,743)
-
(33,743)
Total Shareowners' Equity
372,145
(1,517)
370,628
Total Liabilities, Temporary
Equity, and Shareowners' Equity
$
4,310,045
$
(1,517)
$
4,308,528
135
CAPITAL CITY BANK
GROUP,
INC.
CONSOLIDATED STATEMENT
OF FINANCIAL CONDITION (Unaudited)
As of June 30, 2022
(Dollars in Thousands, except per share data)
As
Previously
Reported
Restatement
Impact
As
Restated
ASSETS:
Cash and Due From Banks
$
91,209
$
-
$
91,209
Federal Funds Sold and Interest Bearing Deposits
603,315
-
603,315
Total Cash and Cash Equivalents
694,524
-
694,524
Investment Securities Available
for Sale (amortized cost of $
643,679
)
601,405
-
601,405
Investment Securities Held to Maturity (fair value of $
498,963
)
528,258
-
528,258
Other Equity Securities
900
-
900
Total Investment Securities
1,130,563
-
1,130,563
Loans Held For Sale
48,708
(23,722)
24,986
Loans, Net of Unearned Income
2,213,653
21,599
2,235,252
Allowance for Loan Losses
(21,281)
(182)
(21,463)
Loans, Net
2,192,372
21,417
2,213,789
Premises and Equipment, Net
82,932
-
82,932
Goodwill
93,173
-
93,173
Other Real Estate Owned
90
-
90
Other Assets
111,935
(665)
111,270
Total Assets
$
4,354,297
$
(2,970)
$
4,351,327
LIABILITIES
Deposits:
Noninterest Bearing Deposits
$
1,724,671
$
-
$
1,724,671
Interest Bearing Deposits
2,061,587
-
2,061,587
Total Deposits
3,786,258
-
3,786,258
Short-Term
Borrowings
39,463
-
39,463
Subordinated Notes Payable
52,887
-
52,887
Other Long-Term
Borrowings
612
-
612
Other Liabilities
93,319
-
93,319
Total Liabilities
3,972,539
-
3,972,539
Temporary Equity
10,083
-
10,083
SHAREOWNERS' EQUITY
Preferred Stock: $
.01
par value,
3,000,000
shares authorized
no
shares issues and outstanding
-
-
-
Common Stock, $
.01
par value,
90,000,000
shares authorized
16,959,280
shares issued and outstanding
170
-
170
Additional Paid-In Capital
35,738
-
35,738
Retained Earnings
376,532
(2,970)
373,562
Accumulated Other Comprehensive Loss, Net of Tax
(40,765)
-
(40,765)
Total Shareowners' Equity
371,675
(2,970)
368,705
Total Liabilities, Temporary
Equity, and Shareowners' Equity
$
4,354,297
$
(2,970)
$
4,351,327
136
CAPITAL CITY BANK
GROUP,
INC.
CONSOLIDATED STATEMENT
OF FINANCIAL CONDITION (Unaudited)
As of September 30, 2022
(Dollars in Thousands, except per share data)
As
Previously
Reported
Restatement
Impact
As
Restated
ASSETS:
Cash and Due From Banks
$
72,686
$
-
$
72,686
Federal Funds Sold and Interest Bearing Deposits
497,679
-
497,679
Total Cash and Cash Equivalents
570,365
-
570,365
Investment Securities Available
for Sale (amortized cost of $
461,646
)
416,745
-
416,745
Investment Securities Held to Maturity (fair value of $
623,628
)
676,178
-
676,178
Other Equity Securities
1,349
-
1,349
Total Investment Securities
1,094,272
-
1,094,272
Loans Held For Sale
50,304
(27,142)
23,162
Loans, Net of Unearned Income
2,346,185
23,600
2,369,785
Allowance for Loan Losses
(22,510)
(237)
(22,747)
Loans, Net
2,323,675
23,363
2,347,038
Premises and Equipment, Net
81,736
-
81,736
Goodwill
93,133
-
93,133
Other Real Estate Owned
13
-
13
Other Assets
119,173
(901)
118,272
Total Assets
$
4,332,671
$
(4,680)
$
4,327,991
LIABILITIES
Deposits:
Noninterest Bearing Deposits
$
1,737,046
$
-
$
1,737,046
Interest Bearing Deposits
2,022,332
-
2,022,332
Total Deposits
3,759,378
-
3,759,378
Short-Term
Borrowings
52,271
-
52,271
Subordinated Notes Payable
52,887
-
52,887
Other Long-Term
Borrowings
562
-
562
Other Liabilities
84,657
-
84,657
Total Liabilities
3,949,755
-
3,949,755
Temporary Equity
9,751
-
9,751
SHAREOWNERS' EQUITY
Preferred Stock: $
.01
par value,
3,000,000
shares authorized
no
shares issues and outstanding
-
-
-
Common Stock, $
.01
par value,
90,000,000
shares authorized
16,961,812
shares issued and outstanding
170
-
170
Additional Paid-In Capital
36,234
-
36,234
Retained Earnings
384,964
(4,680)
380,284
Accumulated Other Comprehensive Loss, Net of Tax
(48,203)
-
(48,203)
Total Shareowners' Equity
373,165
(4,680)
368,485
Total Liabilities, Temporary
Equity, and Shareowners' Equity
$
4,332,671
$
(4,680)
$
4,327,991
137
CAPITAL CITY BANK
GROUP,
INC.
CONSOLIDATED STATEMENT
OF INCOME (Unaudited)
For Three Months Ended March 31, 2022
(Dollars in thousands, except per share data)
As Previously
Reported
Restatement
Impact
As Restated
INTEREST INCOME
Loans, Including Fees
$
22,133
$
296
$
22,429
Taxable Securities
2,890
-
2,890
Tax Exempt Securities
6
-
6
Funds Sold
409
-
409
Total Interest Income
25,438
296
25,734
INTEREST EXPENSE
Deposits
224
-
224
Short-Term
Borrowings
192
-
192
Subordinated Notes Payable
317
-
317
Other Long-Term
Borrowings
9
-
9
Total Interest Expense
742
-
742
Net Interest Income
24,696
296
24,992
Provision for Loan Losses
-
32
32
Net Interest Income After Provision For Loan Losses
24,696
264
24,960
NONINTEREST INCOME
Deposit Fees
5,191
-
5,191
Bank Card Fees
3,763
-
3,763
Wealth Management
Fees
6,070
-
6,070
Mortgage Banking Fees
8,946
(4,891)
4,055
Other
1,848
(115)
1,733
Total Noninterest
Income
25,818
(5,006)
20,812
NONINTEREST EXPENSE
Compensation
24,856
(2,558)
22,298
Occupancy, Net
6,093
-
6,093
Other Real Estate, Net
25
-
25
Pension Settlement
209
-
209
Other
8,050
(152)
7,898
Total Noninterest
Expense
39,233
(2,710)
36,523
INCOME BEFORE INCOME TAXES
11,281
(2,032)
9,249
Income Tax Expense
2,235
(515)
1,720
NET INCOME
9,046
(1,517)
7,529
Pre-Tax Income
Attributable to Noncontrolling Interests
(591)
-
(591)
NET INCOME ATTRIBUTABLE
TO COMMON SHAREOWNERS
$
8,455
$
(1,517)
$
6,938
BASIC NET INCOME PER SHARE
$
0.50
$
(0.09)
$
0.41
DILUTED NET INCOME PER SHARE
$
0.50
$
(0.09)
$
0.41
AVERAGE
SHARES:
Basic
16,931
-
16,931
Diluted
16,946
-
16,946
138
CAPITAL CITY BANK
GROUP,
INC.
CONSOLIDATED STATEMENT
OF INCOME (Unaudited)
For Three Months Ended June 30, 2022
(Dollars in thousands, except per share data)
As Previously
Reported
Restatement
Impact
As Restated
INTEREST INCOME
Loans, Including Fees
$
24,072
$
196
$
24,268
Taxable Securities
3,833
-
3,833
Tax Exempt Securities
7
-
7
Funds Sold
1,408
-
1,408
Total Interest Income
29,320
196
29,516
INTEREST EXPENSE
Deposits
266
-
266
Short-Term
Borrowings
343
-
343
Subordinated Notes Payable
370
-
370
Other Long-Term
Borrowings
8
-
8
Total Interest Expense
987
-
987
Net Interest Income
28,333
196
28,529
Provision for Loan Losses
1,542
150
1,692
Net Interest Income After Provision For Loan Losses
26,791
46
26,837
NONINTEREST INCOME
Deposit Fees
5,447
-
5,447
Bank Card Fees
4,034
-
4,034
Wealth Management
Fees
4,403
-
4,403
Mortgage Banking Fees
9,065
(4,208)
4,857
Other
1,954
(131)
1,823
Total Noninterest
Income
24,903
(4,339)
20,564
NONINTEREST EXPENSE
Compensation
25,383
(2,161)
23,222
Occupancy, Net
6,075
-
6,075
Other Real Estate, Net
(29)
-
(29)
Pension Settlement
169
-
169
Other
8,900
(187)
8,713
Total Noninterest
Expense
40,498
(2,348)
38,150
INCOME BEFORE INCOME TAXES
11,196
(1,945)
9,251
Income Tax Expense
2,177
(492)
1,685
NET INCOME
9,019
(1,453)
7,566
Pre-Tax Income
Attributable to Noncontrolling Interests
(306)
-
(306)
NET INCOME ATTRIBUTABLE
TO COMMON SHAREOWNERS
$
8,713
$
(1,453)
$
7,260
BASIC NET INCOME PER SHARE
$
0.51
$
(0.08)
$
0.43
DILUTED NET INCOME PER SHARE
$
0.51
$
(0.08)
$
0.43
AVERAGE
SHARES:
Basic
16,949
-
16,949
Diluted
16,971
-
16,971
139
CAPITAL CITY BANK
GROUP,
INC.
CONSOLIDATED STATEMENT
OF INCOME (Unaudited)
For Six Months Ended June 30, 2022
(Dollars in thousands, except per share data)
As Previously
Reported
Restatement
Impact
As Restated
INTEREST INCOME
Loans, Including Fees
$
46,205
$
492
$
46,697
Taxable Securities
6,723
-
6,723
Tax Exempt Securities
13
-
13
Funds Sold
1,817
-
1,817
Total Interest Income
54,758
492
55,250
INTEREST EXPENSE
Deposits
490
-
490
Short-Term
Borrowings
535
-
535
Subordinated Notes Payable
687
-
687
Other Long-Term
Borrowings
17
-
17
Total Interest Expense
1,729
-
1,729
Net Interest Income
53,029
492
53,521
Provision for Loan Losses
1,542
182
1,724
Net Interest Income After Provision For Loan Losses
51,487
310
51,797
NONINTEREST INCOME
Deposit Fees
10,638
-
10,638
Bank Card Fees
7,797
-
7,797
Wealth Management
Fees
10,473
-
10,473
Mortgage Banking Fees
18,011
(9,099)
8,912
Other
3,802
(246)
3,556
Total Noninterest
Income
50,721
(9,345)
41,376
NONINTEREST EXPENSE
Compensation
50,239
(4,719)
45,520
Occupancy, Net
12,168
-
12,168
Other
17,324
(339)
16,985
Total Noninterest
Expense
79,731
(5,058)
74,673
INCOME BEFORE INCOME TAXES
22,477
(3,977)
18,500
Income Tax Expense
4,412
(1,007)
3,405
NET INCOME
18,065
(2,970)
15,095
Pre-Tax Income
Attributable to Noncontrolling Interests
(897)
-
(897)
NET INCOME ATTRIBUTABLE
TO COMMON SHAREOWNERS
$
17,168
$
(2,970)
$
14,198
BASIC NET INCOME PER SHARE
$
1.01
$
(0.17)
$
0.84
DILUTED NET INCOME PER SHARE
$
1.01
$
(0.17)
$
0.84
AVERAGE
SHARES:
Basic
16,940
-
16,940
Diluted
16,958
-
16,958
140
CAPITAL CITY BANK
GROUP,
INC.
CONSOLIDATED STATEMENT
OF INCOME (Unaudited)
For Three Months Ended September 30,
2022
(Dollars in thousands, except per share data)
As Previously
Reported
Restatement
Impact
As Restated
INTEREST INCOME
Loans, Including Fees
$
27,761
$
78
$
27,839
Taxable Securities
4,360
-
4,360
Tax Exempt Securities
12
-
12
Funds Sold
3,231
-
3,231
Total Interest Income
35,364
78
35,442
INTEREST EXPENSE
Deposits
1,052
-
1,052
Short-Term
Borrowings
536
-
536
Subordinated Notes Payable
443
-
443
Other Long-Term
Borrowings
6
-
6
Total Interest Expense
2,037
-
2,037
Net Interest Income
33,327
78
33,405
Provision for Loan Losses
2,099
55
2,154
Net Interest Income After Provision For Loan Losses
31,228
23
31,251
NONINTEREST INCOME
Deposit Fees
5,947
-
5,947
Bank Card Fees
3,860
-
3,860
Wealth Management
Fees
3,937
-
3,937
Mortgage Banking Fees
7,116
(4,221)
2,895
Other
2,074
(204)
1,870
Total Noninterest
Income
22,934
(4,425)
18,509
NONINTEREST EXPENSE
Compensation
24,738
(1,771)
22,967
Occupancy, Net
6,153
-
6,153
Other
8,919
(340)
8,579
Total Noninterest
Expense
39,810
(2,111)
37,699
INCOME BEFORE INCOME TAXES
14,352
(2,291)
12,061
Income Tax Expense
3,074
(581)
2,493
NET INCOME
11,278
(1,710)
9,568
Pre-Tax Income
Attributable to Noncontrolling Interests
37
-
37
NET INCOME ATTRIBUTABLE
TO COMMON SHAREOWNERS
$
11,315
$
(1,710)
$
9,605
BASIC NET INCOME PER SHARE
$
0.67
$
(0.10)
$
0.57
DILUTED NET INCOME PER SHARE
$
0.67
$
(0.10)
$
0.57
AVERAGE
SHARES:
Basic
16,960
-
16,960
Diluted
16,996
-
16,996
141
CAPITAL CITY BANK
GROUP,
INC.
CONSOLIDATED STATEMENT
OF INCOME (Unaudited)
For Nine Months Ended September 30, 2022
(Dollars in thousands, except per share data)
As Previously
Reported
Restatement
Impact
As Restated
INTEREST INCOME
Loans, Including Fees
$
73,966
$
570
$
74,536
Taxable Securities
11,083
-
11,083
Tax Exempt Securities
25
-
25
Funds Sold
5,048
-
5,048
Total Interest Income
90,122
570
90,692
INTEREST EXPENSE
Deposits
1,542
-
1,542
Short-Term
Borrowings
1,071
-
1,071
Subordinated Notes Payable
1,130
-
1,130
Other Long-Term
Borrowings
23
-
23
Total Interest Expense
3,766
-
3,766
Net Interest Income
86,356
570
86,926
Provision for Loan Losses
3,641
237
3,878
Net Interest Income After Provision For Loan Losses
82,715
333
83,048
NONINTEREST INCOME
Deposit Fees
16,585
-
16,585
Bank Card Fees
11,657
-
11,657
Wealth Management
Fees
14,410
-
14,410
Mortgage Banking Fees
25,127
(13,320)
11,807
Other
5,876
(450)
5,426
Total Noninterest
Income
73,655
(13,770)
59,885
NONINTEREST EXPENSE
Compensation
74,977
(6,490)
68,487
Occupancy, Net
18,321
-
18,321
Other
26,243
(679)
25,564
Total Noninterest
Expense
119,541
(7,169)
112,372
INCOME BEFORE INCOME TAXES
36,829
(6,268)
30,561
Income Tax Expense
7,486
(1,588)
5,898
NET INCOME
29,343
(4,680)
24,663
Pre-Tax Income
Attributable to Noncontrolling Interests
(860)
-
(860)
NET INCOME ATTRIBUTABLE
TO COMMON SHAREOWNERS
$
28,483
$
(4,680)
$
23,803
BASIC NET INCOME PER SHARE
$
1.68
$
(0.28)
$
1.40
DILUTED NET INCOME PER SHARE
$
1.68
$
(0.28)
$
1.40
AVERAGE
SHARES:
Basic
16,947
-
16,947
Diluted
16,973
-
16,973
142
CAPITAL CITY BANK
GROUP,
INC.
CONSOLIDATED STATEMENT
OF COMPREHENSIVE (LOSS) INCOME (Unaudited)
For Three Months Ended March 31, 2022
(Dollars in thousands, except per share data)
As Previously
Reported
Restatement
Impact
As Restated
NET INCOME
$
8,455
$
(1,517)
$
6,938
Other comprehensive income (loss), before
tax:
Investment Securities:
Change in net unrealized (loss) gain on securities available for sale
(25,445)
-
(25,445)
Derivative:
Change in net unrealized gain on effective cash flow
derivative
1,836
-
1,836
Benefit Plans:
Defined benefit plan settlement
209
-
209
Total Benefit Plans
209
-
209
Other comprehensive income (loss), before
tax:
(23,400)
-
(23,400)
Deferred tax (benefit) expense related to other comprehensive income
(5,871)
-
(5,871)
Other comprehensive income (loss), net of tax
(17,529)
-
(17,529)
TOTAL COMPREHENSIVE
(LOSS) INCOME
$
(9,074)
$
(1,517)
$
(10,591)
143
CAPITAL CITY BANK
GROUP,
INC.
CONSOLIDATED STATEMENT
OF COMPREHENSIVE (LOSS) INCOME (Unaudited)
For Three Months Ended June 30, 2022
(Dollars in thousands, except per share data)
As Previously
Reported
Restatement
Impact
As Restated
NET INCOME
$
8,713
$
(1,453)
$
7,260
Other comprehensive income (loss), before
tax:
Investment Securities:
Change in net unrealized (loss) gain on securities available for sale
(10,714)
-
(10,714)
Derivative:
Change in net unrealized gain on effective cash flow
derivative
1,161
-
1,161
Benefit Plans:
Defined benefit plan settlement
169
-
169
Total Benefit Plans
169
-
169
Other comprehensive income (loss), before
tax:
(9,384)
-
(9,384)
Deferred tax (benefit) expense related to other comprehensive income
(2,362)
-
(2,362)
Other comprehensive income (loss), net of tax
(7,022)
-
(7,022)
TOTAL COMPREHENSIVE
INCOME (LOSS)
$
1,691
$
(1,453)
$
238
144
CAPITAL CITY BANK
GROUP,
INC.
CONSOLIDATED STATEMENT
OF COMPREHENSIVE (LOSS) INCOME (Unaudited)
For Six Months Ended June 30, 2022
(Dollars in thousands, except per share data)
As Previously
Reported
Restatement
Impact
As Restated
NET INCOME
$
17,168
$
(2,970)
$
14,198
Other comprehensive income (loss), before
tax:
Investment Securities:
Change in net unrealized (loss) gain on securities available for sale
(36,158)
-
(36,158)
Derivative:
Change in net unrealized gain on effective cash flow
derivative
2,997
-
2,997
Benefit Plans:
Defined benefit plan settlement
378
-
378
Total Benefit Plans
378
-
378
Other comprehensive income (loss), before
tax:
(32,783)
-
(32,783)
Deferred tax (benefit) expense related to other comprehensive income
(8,232)
-
(8,232)
Other comprehensive income (loss), net of tax
(24,551)
-
(24,551)
TOTAL COMPREHENSIVE
(LOSS) INCOME
$
(7,383)
$
(2,970)
$
(10,353)
145
CAPITAL CITY BANK
GROUP,
INC.
CONSOLIDATED STATEMENT
OF COMPREHENSIVE (LOSS) INCOME (Unaudited)
For Three Months Ended September 30, 2022
(Dollars in thousands, except per share data)
As Previously
Reported
Restatement
Impact
As Restated
NET INCOME
$
11,315
$
(1,710)
$
9,605
Other comprehensive income (loss), before
tax:
Investment Securities:
Change in net unrealized (loss) gain on securities available for sale
(2,618)
-
(2,618)
Unrealized losses on securities transferred from available for sale to held
to
maturity
(9,384)
-
(9,384)
Amortization of unrealized losses on securities transferred from available
for
sale to held to maturity
586
-
586
Derivative:
Change in net unrealized gain on effective cash flow
derivative
1,407
-
1,407
Benefit Plans:
Defined benefit plan settlement
102
-
102
Total Benefit Plans
102
-
102
Other comprehensive income (loss), before
tax:
(9,907)
-
(9,907)
Deferred tax (benefit) expense related to other comprehensive income
(2,469)
-
(2,469)
Other comprehensive income (loss), net of tax
(7,438)
-
(7,438)
TOTAL COMPREHENSIVE
INCOME (LOSS)
$
3,877
$
(1,710)
$
2,167
146
CAPITAL CITY BANK
GROUP,
INC.
CONSOLIDATED STATEMENT
OF COMPREHENSIVE INCOME (Unaudited)
For Nine Months Ended September 30, 2022
(Dollars in thousands, except per share data)
As Previously
Reported
Restatement
Impact
As Restated
NET INCOME
$
28,483
$
(4,680)
$
23,803
Other comprehensive income (loss), before
tax:
Investment Securities:
Change in net unrealized (loss) gain on securities available for sale
(38,778)
-
(38,778)
Unrealized losses on securities transferred from available for sale to held
to
maturity
(9,384)
-
(9,384)
Amortization of unrealized losses on securities transferred from available
for
sale to held to maturity
586
-
586
Derivative:
Change in net unrealized gain on effective cash flow
derivative
4,403
-
4,403
Benefit Plans:
Defined benefit plan settlement
480
-
480
Total Benefit Plans
480
-
480
Other comprehensive income (loss), before
tax:
(42,693)
-
(42,693)
Deferred tax expense (benefit) related to other comprehensive income
10,704
-
10,704
Other comprehensive income (loss), net of tax
(31,989)
-
(31,989)
TOTAL COMPREHENSIVE
INCOME
$
(3,506)
$
(4,680)
$
(8,186)
147
CAPITAL CITY BANK
GROUP,
INC.
CONSOLIDATED STATEMENT
OF CHANGES IN SHAREOWNERS' EQUITY (Unaudited)
(Dollars in thousands, except per share data)
Shares
Outstanding
Common
Stock
Additional
Paid-In
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Loss, Net of
Taxes
Total
As Previously Reported
Balance, January 1, 2022, as previously reported
16,892,060
$
169
$
34,423
$
364,788
$
(16,214)
$
383,166
Net Income Attributable to Common Shareowners
-
-
-
8,455
-
8,455
Other Comprehensive Loss, Net of Tax
-
-
-
-
(17,529)
(17,529)
Cash Dividends ($
0.16
per share)
-
-
-
(2,712)
-
(2,712)
Stock Based Compensation
-
-
245
-
-
245
Stock Compensation Plan Transactions, net
55,542
-
520
-
-
520
Balance, March 31, 2022, as previously reported
16,947,602
169
35,188
370,531
(33,743)
372,145
Restatement Impacts
Net Income Attributable to Common Shareowners
-
-
-
(1,517)
-
(1,517)
Balance, March 31, 2022
-
-
-
(1,517)
-
(1,517)
As Restated
Balance, January 1, 2022, as restated
16,892,060
169
34,423
364,788
(16,214)
383,166
Net Income Attributable to Common Shareowners
-
-
-
6,938
-
6,938
Other Comprehensive Loss, Net of Tax
-
-
-
(17,529)
(17,529)
Cash Dividends ($
0.16
per share)
-
-
-
(2,712)
-
(2,712)
Stock Based Compensation
-
-
245
-
-
245
Stock Compensation Plan Transactions, net
55,542
-
520
-
-
520
Balance, March 31, 2022, as restated
16,947,602
$
169
$
35,188
$
369,014
$
(33,743)
$
370,628
148
CAPITAL CITY BANK
GROUP,
INC.
CONSOLIDATED STATEMENT
OF CHANGES IN SHAREOWNERS' EQUITY (Unaudited)
(Dollars in thousands, except per share data)
Shares
Outstanding
Common
Stock
Additional
Paid-In
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Loss, Net of
Taxes
Total
As Previously Reported
Balance, April 1, 2022, as previously reported
16,947,602
$
169
$
35,188
$
370,531
$
(33,743)
$
372,145
Net Income Attributable to Common Shareowners
-
-
-
8,713
-
8,713
Other Comprehensive Loss, Net of Tax
-
-
-
(7,022)
(7,022)
Cash Dividends ($
0.16
per share)
-
-
-
(2,712)
-
(2,712)
Stock Based Compensation
-
-
244
-
-
244
Stock Compensation Plan Transactions, net
11,678
1
306
-
-
307
Balance, June 30, 2022, as previously reported
16,959,280
170
35,738
376,532
(40,765)
371,675
Restatement Impacts
Balance, April 1, 2022
-
-
-
(1,517)
-
(1,517)
Net Income Attributable to Common Shareowners
-
-
-
(1,453)
-
(1,453)
Balance, June 30, 2022
-
-
-
(2,970)
-
(2,970)
As Restated
Balance, April 1, 2022, as restated
16,947,602
169
35,188
369,014
(33,743)
370,628
Net Income Attributable to Common Shareowners
-
-
-
7,260
-
7,260
Other Comprehensive Loss, Net of Tax
-
-
-
-
(7,022)
(7,022)
Cash Dividends ($
0.16
per share)
-
-
-
(2,712)
-
(2,712)
Stock Based Compensation
-
-
244
-
-
244
Stock Compensation Plan Transactions, net
11,678
1
306
-
-
307
Balance, June 30, 2022, as restated
16,959,280
$
170
$
35,738
$
373,562
$
(40,765)
$
368,705
149
CAPITAL CITY BANK
GROUP,
INC.
CONSOLIDATED STATEMENT
OF CHANGES IN SHAREOWNERS' EQUITY (Unaudited)
(Dollars in thousands, except per share data)
Shares
Outstanding
Common
Stock
Additional
Paid-In
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Loss, Net of
Taxes
Total
As Previously Reported
Balance, January 1, 2022, as previously reported
16,892,060
$
169
$
34,423
$
364,788
$
(16,214)
$
383,166
Net Income Attributable to Common Shareowners
-
-
-
17,168
-
17,168
Other Comprehensive Loss, Net of Tax
-
-
-
-
(24,551)
(24,551)
Cash Dividends ($
0.32
per share)
-
-
-
(5,424)
-
(5,424)
Stock Based Compensation
-
-
489
-
-
489
Stock Compensation Plan Transactions, net
67,220
1
826
-
-
827
Balance, June 30, 2022, as previously reported
16,959,280
170
35,738
376,532
(40,765)
371,675
Restatement Impacts
Net Income Attributable to Common Shareowners
-
-
-
(2,970)
-
(2,970)
Balance, June 30, 2022
-
-
-
(2,970)
(2,970)
As Restated
Balance, January 1, 2022, as restated
16,892,060
169
34,423
364,788
(16,214)
383,166
Net Income Attributable to Common Shareowners
-
-
-
14,198
-
14,198
Other Comprehensive Loss, Net of Tax
-
-
-
(24,551)
(24,551)
Cash Dividends ($
0.32
per share)
-
-
-
(5,424)
-
(5,424)
Stock Based Compensation
-
-
489
-
-
489
Stock Compensation Plan Transactions, net
67,220
1
826
-
-
827
Balance, June 30, 2022, as restated
16,959,280
$
170
$
35,738
$
373,562
$
(40,765)
$
368,705
150
CAPITAL CITY BANK
GROUP,
INC.
CONSOLIDATED STATEMENT
OF CHANGES IN SHAREOWNERS' EQUITY (Unaudited)
(Dollars in thousands, except per share data)
Shares
Outstanding
Common
Stock
Additional
Paid-In
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Loss, Net of
Taxes
Total
As Previously Reported
Balance, July 1, 2022, as previously reported
16,959,280
$
170
$
35,738
$
376,532
$
(40,765)
$
371,675
Net Income Attributable to Common Shareowners
-
-
-
11,315
-
11,315
Other Comprehensive Loss, Net of Tax
-
-
-
-
(7,438)
(7,438)
Cash Dividends ($
0.16
per share)
-
-
-
(2,883)
-
(2,883)
Stock Based Compensation
-
-
415
-
-
415
Stock Compensation Plan Transactions, net
2,532
-
81
-
-
81
Balance, September 30, 2022, as previously
reported
16,961,812
170
36,234
384,964
(48,203)
373,165
Restatement Impacts
Balance, July 1, 2022
-
-
-
(2,970)
-
(2,970)
Net Income Attributable to Common Shareowners
-
-
-
(1,710)
-
(1,710)
Balance, September 30, 2022
-
-
-
(4,680)
-
(4,680)
As Restated
Balance, July 1, 2022, as restated
16,959,280
170
35,738
373,562
(40,765)
368,705
Net Income Attributable to Common Shareowners
-
-
-
9,605
-
9,605
Other Comprehensive Loss, Net of Tax
-
-
-
-
(7,438)
(7,438)
Cash Dividends ($
0.16
per share)
-
-
-
(2,883)
-
(2,883)
Stock Based Compensation
-
-
415
-
-
415
Stock Compensation Plan Transactions, net
2,532
-
81
-
-
81
Balance, September 30, 2022, as restated
16,961,812
$
170
$
36,234
$
380,284
$
(48,203)
$
368,485
151
CAPITAL CITY BANK
GROUP,
INC.
CONSOLIDATED STATEMENT
OF CHANGES IN SHAREOWNERS' EQUITY (Unaudited)
(Dollars in thousands, except per share data)
Shares
Outstanding
Common
Stock
Additional
Paid-In
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Loss, Net of
Taxes
Total
As Previously Reported
Balance, January 1, 2022, as previously reported
16,892,060
$
169
$
34,423
$
364,788
$
(16,214)
$
383,166
Net Income Attributable to Common Shareowners
-
-
-
28,483
-
28,483
Other Comprehensive Loss, Net of Tax
-
-
-
-
(31,989)
(31,989)
Cash Dividends ($
0.49
per share)
-
-
-
(8,307)
-
(8,307)
Stock Based Compensation
-
-
904
-
-
904
Stock Compensation Plan Transactions, net
69,752
1
907
-
-
908
Balance, September 30, 2022, as previously
reported
16,961,812
170
36,234
384,964
(48,203)
373,165
Restatement Impacts
Net Income Attributable to Common Shareowners
-
-
-
(4,680)
-
(4,680)
Balance, September 30, 2022
-
-
-
(4,680)
(4,680)
As Restated
Balance, January 1, 2022, as restated
16,892,060
169
34,423
364,788
(16,214)
383,166
Net Income Attributable to Common Shareowners
-
-
-
23,803
-
23,803
Other Comprehensive Loss, Net of Tax
-
-
-
-
(31,989)
(31,989)
Cash Dividends ($
0.49
per share)
-
-
-
(8,307)
-
(8,307)
Stock Based Compensation
-
-
904
-
-
904
Stock Compensation Plan Transactions, net
69,752
1
907
-
-
908
Balance, September 30, 2022, as restated
16,961,812
$
170
$
36,234
$
380,284
$
(48,203)
$
368,485
152
CAPITAL CITY BANK
GROUP,
INC.
CONSOLIDATED STATEMENT
OF CASH FLOWS (Unaudited)
For the Three Months Ended March 31, 2022
(Dollars in Thousands)
As Previously
Reported
Restatement
Impact
As Restated
CASH FLOWS FROM OPERATING
ACTIVITIES
Net Income
$
8,455
$
(1,517)
$
6,938
Adjustments to Reconcile Net Income to
Provision for Credit Losses
-
32
32
Depreciation
1,907
-
1,907
Amortization of Premiums, Discounts, and Fees, net
2,907
(297)
2,610
Amortization of Intangible Assets
40
-
40
Pension Settlement Charges
209
-
209
Originations of Loans Held for Sale
(246,887)
4,634
(242,253)
Proceeds From Sales of Loans Held for Sale
257,550
(4,966)
252,584
Mortgage Banking Revenues
(8,946)
4,891
(4,055)
Net Additions for Capitalized Mortgage Servicing Rights
227
137
364
Stock Compensation
245
-
245
Net Tax Benefit from
Stock Compensation
(19)
-
(19)
Deferred Income Taxes (Benefit)
(6,167)
(515)
(6,682)
Net Change in Operating Leases
(27)
-
(27)
Net (Increase) Decrease in Other Assets
1,441
456
1,897
Net Increase (Decrease) in Other Liabilities
7,036
-
7,036
Net Cash Provided (Used In) By Operating Activities
17,971
2,855
20,826
CASH FLOWS FROM INVESTING ACTIVITIES
Securities Held to Maturity:
Purchases
(194,448)
-
(194,448)
Payments, Maturities, and Calls
14,441
-
14,441
Securities Available for
Sale:
Purchases
(25,139)
-
(25,139)
Proceeds from the Sale of Securities
3,365
-
3,365
Payments, Maturities, and Calls
24,824
-
24,824
Purchases of Loans Held for Investment
(26,713)
-
(26,713)
Net (Increase) Decrease in Loans
(28,405)
(2,855)
(31,260)
Purchases of Premises and Equipment, net
(1,013)
-
(1,013)
Noncontrolling Interest Contributions
1,838
-
1,838
Net Cash Used In Investing Activities
(231,250)
(2,855)
(234,105)
CASH FLOWS FROM FINANCING ACTIVITIES
Net Increase in Deposits
52,645
-
52,645
Net (Decrease) Increase
in Other Short-Term Borrowings
(3,692)
-
(3,692)
Repayment of Other Long-Term
Borrowings
(78)
-
(78)
Dividends Paid
(2,712)
-
(2,712)
Issuance of Common Stock Under Compensation Plans
190
-
190
Net Cash Provided By Financing Activities
46,353
-
46,353
NET DECREASE IN CASH AND CASH EQUIVALENTS
(166,926)
-
(166,926)
Cash and Cash Equivalents at Beginning of Period
1,035,354
-
1,035,354
Cash and Cash Equivalents at End of Period
$
868,428
$
-
$
868,428
Supplemental Cash Flow Disclosures:
Interest Paid
$
715
$
-
$
715
Income Taxes Paid
$
20
$
-
$
20
The accompanying Notes to Consolidated Financial Statements are
an integral part of these statements.
153
CAPITAL CITY BANK
GROUP,
INC.
CONSOLIDATED STATEMENT
OF CASH FLOWS (Unaudited)
For the Six Months Ended June 30, 2022
(Dollars in Thousands)
As Previously
Reported
Restatement
Impact
As Restated
CASH FLOWS FROM OPERATING
ACTIVITIES
Net Income Attributable to Common Shareowners
$
17,168
$
(2,970)
$
14,198
Adjustments to Reconcile Net Income to
Provision for Credit Losses
1,542
182
1,724
Depreciation
3,802
-
3,802
Amortization of Premiums, Discounts, and Fees, net
5,545
(492)
5,053
Amortization of Intangible Assets
80
-
80
Pension Settlement Charges
378
-
378
Originations of Loans Held for Sale
(573,239)
24,221
(549,018)
Proceeds From Sales of Loans Held for Sale
595,074
(9,598)
585,476
Mortgage Banking Revenues
(18,011)
9,099
(8,912)
Net Additions for Capitalized Mortgage Servicing Rights
1,358
(998)
360
Stock Compensation
489
-
489
Net Tax Benefit from
Stock Compensation
(19)
-
(19)
Deferred Income Taxes (Benefit)
(8,879)
(1,008)
(9,887)
Net Change in Operating Leases
(72)
-
(72)
Net Gain on Sales and Write-Downs of Other Real Estate Owned
(26)
-
(26)
Net (Increase) Decrease in Other Assets
845
2,671
3,516
Net Increase (Decrease) in Other Liabilities
22,040
-
22,040
Net Cash Provided (Used In) By Operating Activities
48,075
21,107
69,182
CASH FLOWS FROM INVESTING ACTIVITIES
Securities Held to Maturity:
Purchases
(218,548)
-
(218,548)
Payments, Maturities, and Calls
28,111
-
28,111
Purchases
(37,044)
-
(37,044)
Proceeds from the Sale of Securities
3,365
-
3,365
Payments, Maturities, and Calls
47,413
-
47,413
Purchases of Loans Held for Investment
(174,779)
-
(174,779)
Net (Increase) Decrease in Loans
(109,806)
(21,107)
(130,913)
Proceeds From Sales of Other Real Estate Owned
30
-
30
Purchases of Premises and Equipment, net
(3,322)
-
(3,322)
Noncontrolling Interest Contributions
2,573
-
2,573
Net Cash Used In Investing Activities
(462,007)
(21,107)
(483,114)
CASH FLOWS FROM FINANCING ACTIVITIES
Net Increase in Deposits
73,396
-
73,396
Net (Decrease) Increase
in Other Short-Term Borrowings
4,784
-
4,784
Repayment of Other Long-Term
Borrowings
(150)
-
(150)
Dividends Paid
(5,424)
-
(5,424)
Issuance of Common Stock Under Compensation Plans
496
-
496
Net Cash Provided By Financing Activities
73,102
-
73,102
NET DECREASE IN CASH AND CASH EQUIVALENTS
(340,830)
-
(340,830)
Cash and Cash Equivalents at Beginning of Period
1,035,354
-
1,035,354
Cash and Cash Equivalents at End of Period
$
694,524
$
-
$
694,524
Supplemental Cash Flow Disclosures:
Interest Paid
$
1,617
$
-
$
1,617
Income Taxes Paid
$
3,765
$
-
$
3,765
Noncash Investing and Financing Activities:
Loans and Premises Transferred to Other Real Estate Owned
$
77
$
-
$
77
The accompanying Notes to Consolidated Financial Statements are
an integral part of these statements.
154
CAPITAL CITY BANK
GROUP,
INC.
CONSOLIDATED STATEMENT
OF CASH FLOWS (Unaudited)
For the Nine Months Ended September 30, 2022
(Dollars in Thousands)
As Previously
Reported
Restatement
Impact
As Restated
CASH FLOWS FROM OPERATING
ACTIVITIES
Net Income Attributable to Common Shareowners
$
28,483
$
(4,680)
$
23,803
Adjustments to Reconcile Net Income to
Provision for Credit Losses
3,641
237
3,878
Depreciation
5,689
-
5,689
Amortization of Premiums, Discounts, and Fees, net
7,190
(572)
6,618
Amortization of Intangible Assets
120
-
120
Pension Settlement Charges
480
-
480
Originations of Loans Held for Sale
(799,482)
27,393
(772,089)
Proceeds From Sales of Loans Held for Sale
826,837
(13,570)
813,267
Mortgage Banking Revenues
(25,127)
13,320
(11,807)
Net Additions for Capitalized Mortgage Servicing Rights
(1,921)
2,491
570
Stock Compensation
904
-
904
Net Tax Benefit from
Stock Compensation
(19)
-
(19)
Deferred Income Taxes (Benefit)
(11,265)
(1,589)
(12,854)
Net Change in Operating Leases
(83)
-
(83)
Net Gain on Sales and Write-Downs of Other Real Estate Owned
(136)
-
(136)
Net (Increase) Decrease in Other Assets
3,696
-
3,696
Net Increase (Decrease) in Other Liabilities
12,839
-
12,839
Net Cash Provided (Used In) By Operating Activities
51,846
23,030
74,876
CASH FLOWS FROM INVESTING ACTIVITIES
Securities Held to Maturity:
Purchases
(219,865)
-
(219,865)
Payments, Maturities, and Calls
40,096
-
40,096
Purchases
(41,880)
-
(41,880)
Proceeds from the Sale of Securities
3,365
-
3,365
Payments, Maturities, and Calls
64,301
-
64,301
Purchases of Loans Held for Investment
(329,481)
-
(329,481)
Net (Increase) Decrease in Loans
(90,086)
(23,030)
(113,116)
Proceeds From Sales of Other Real Estate Owned
1,683
-
1,683
Purchases of Premises and Equipment, net
(4,013)
-
(4,013)
Noncontrolling Interest Contributions
2,867
-
2,867
Net Cash Used In Investing Activities
(573,013)
(23,030)
(596,043)
CASH FLOWS FROM FINANCING ACTIVITIES
Net Increase in Deposits
46,516
-
46,516
Net (Decrease) Increase
in Other Short-Term Borrowings
17,592
-
17,592
Repayment of Other Long-Term
Borrowings
(200)
-
(200)
Dividends Paid
(8,307)
-
(8,307)
Issuance of Common Stock Under Compensation Plans
577
-
577
Net Cash Provided By Financing Activities
56,178
-
56,178
NET DECREASE IN CASH AND CASH EQUIVALENTS
(464,989)
-
(464,989)
Cash and Cash Equivalents at Beginning of Period
1,035,354
-
1,035,354
Cash and Cash Equivalents at End of Period
$
570,365
$
-
$
570,365
Supplemental Cash Flow Disclosures:
Interest Paid
$
3,588
$
-
$
3,588
Income Taxes Paid
$
6,410
$
-
$
6,410
Noncash Investing and Financing Activities:
Loans and Premises Transferred to Other Real Estate Owned
$
1,543
$
-
$
1,543
The accompanying Notes to Consolidated Financial Statements are
an integral part of these statements.
155
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, 2022, the end of the period covered by this Form 10-K/A,
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, at
the time the Original Form 10-K was filed, our Chief Executive Officer
and Chief Financial Officer each concluded that at
December 31, 2022, we maintained effective disclosure controls
and procedures. Subsequent to that evaluation, management
conducted a reevaluation, concluding that our disclosure controls and
procedures were ineffective as of December 31, 2022 due to
the identification of the material weakness discussed in “Existence of
Material Weakness as of
December 31, 2022” below.
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).
Based on this evaluation, at the time the Original Form 10-K was filed, under the
framework in Internal Control - Integrated Framework, our management
concluded we maintained effective internal control over
financial reporting, as such term is defined in Exchange Act Rule 13a-15(f),
as of December 31, 2022. Subsequent to that
evaluation, management conducted a reevaluation, concluding that
our internal control over financial reporting was ineffective as
of December 31, 2022 due to the identification of the material weakness discussed below.
Existence of Material Weakness
as of December 31, 2022
A material weakness is a deficiency,
or a combination of deficiencies, in internal control over financial reporting such
that there is
a reasonable possibility that a material misstatement of the Company’s
annual or interim financial statements will not be
prevented or detected on a timely basis. Based on this definition, management has concluded
that the material weakness noted
below existed in the Company’s internal
control over financial reporting during fiscal year 2022 and as of December 31, 2022.
Based on management’s assessment
described above, the Company’s
control over the review of significant inter-company
mortgage loan sales and servicing transactions did not operate effectively.
Specifically, its management review
control over the
completeness and accuracy of elimination entries in its consolidation process
was not designed effectively as it was not
sufficiently precise to identify all of the necessary elimination
entries between CCB and its subsidiary,
CCHL. As a result, total
assets were overstated by $6.7 million as of December 31, 2022 and net income
was overstated by $6.7 million for the year ended
December 31, 2022. The material weakness resulted in the restatement of
the Company’s consolidated financial
statements as of
and for the year ended December 31, 2022 and the unaudited condensed
quarterly financial information for the quarterly periods
ended March 31, 2022, June 30, 2022, and September 30, 2022 to reflect the correction
of this error. For more information
regarding the error and the restatements, see “Part II – Item 8, Financial
Statements and Supplementary Data – Note 1 –
Restatement of Previously Issued Consolidated Financial Statements” in this Form
10-K/A.
156
Remediation Plan
Since identifying the material weakness described above, management,
with oversight from the Audit Committee and input from
the Board of Directors, has devoted substantial resources to the ongoing
implementation of remediation efforts. These
remediation efforts, summarized below,
which either have already been implemented or are continuing to be implemented, are
intended to address both the identified material weakness and to enhance
the Company’s overall internal control over
financial
reporting and disclosure controls and procedures.
Certain internal control and procedural enhancements and
remedial actions are in the process of completion,
including:
●
Enhance the precision level for the review of existing accounts subject to elimination
and confirmation of proper
elimination in consolidation;
●
Enhance the procedures for identifying new inter-company
accounts and activities subject to elimination in
consolidation;
●
Increase the granularity of general ledger mapping for inter-company
accounts subject to elimination in consolidation;
and
●
Enhance financial close checklist and pre-close meeting agenda to ensure proper
and timely identification of inter-
company activities subject to elimination.
The Company is working to remediate the material weakness as efficiently
and effectively as possible. The material weakness
cannot be considered remediated until the applicable controls have operated
for a sufficient period of time and management has
concluded, through testing, that these controls are designed and operating
effectively. Accordingly,
management will continue to
monitor and evaluate the effectiveness of our internal control over
financial reporting and the disclosure controls and procedures.
The 2022 financial statements have been audited by the independent registered
public accounting firm of FORVIS
LLP (f/k/a
BKD, LLP). FORVIS
has also issued a report on the effectiveness of internal
control over financial reporting. That report has also
been made a part of this Form 10-K/A.
Change in Internal Control
.
Except as identified above with respect to remediation of the material weakness,
there have been no
changes in our internal control during the fourth fiscal quarter of 2022 that materially
affected, or are likely to materially affect,
our internal control over financial reporting.
157
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,
2022, based on criteria established in
Internal Control – Integrated Framework: (2013)
issued by the Committee of Sponsoring
Organizations of the Treadway
Commission (COSO).
In our report dated March 1, 2023, we expressed an unqualified opinion on the
effectiveness of the Company’s
internal control
over financial reporting.
As described below, a material
weakness was subsequently identified as a result of the restatement of
the previously issued consolidated financial statements.
Accordingly, management has revised
its assessment about the
effectiveness of the Company’s
internal control over financial reporting and our present opinion on the
effectiveness of the
Company’s internal control over
financial reporting as of December 31, 2022, as expressed herein, is different
from that
expressed in our previous report.
In our opinion, because of the effect of the material weakness described
above on the achievement of the objectives of the control
criteria, the Company has not maintained effective internal
control over financial reporting as of December 31, 2022, based on
criteria established in
Internal Control – Integrated Framework: (2013)
issued by the COSO.
We have also audited,
in accordance with the standards of the Public Company Accounting Oversight Board (United
States)
(PCAOB), the consolidated financial statements of the Company as of December
31, 2022 and 2021, and for each of the years in
the two-year period ended December 31, 2022, and our report dated
March 1, 2023, (December 22, 2023, as to the restatement
described in Note 1 to the consolidated financial statements), expressed
an unqualified opinion on those consolidated financial
statements and included an explanatory paragraph regarding the restatement.
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 consolidated financial statements.
158
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.
Material Weakness
A material weakness is a deficiency,
or a combination of deficiencies, in internal control over financial reporting, such that
there
is a reasonable possibility that a material misstatement of the Company’s
annual or interim financial statements will not be
prevented or detected on a timely basis.
The following material weakness has been identified and included in management’s
assessment:
The errors identified as to the restatement described in Note 1 to the consolidated
financial statements resulted from a material
weakness in the control environment, as follows:
●
The Company’s control over the review
of significant inter-company mortgage loan sales and servicing transactions
did
not operate effectively.
Specifically, its management review control
over the completeness and accuracy of elimination
entries in its consolidation process was not designed effectively as it was not
sufficiently precise to identify all of the
necessary elimination entries between Capital City Bank and its subsidiary,
Capital City Home Loans.
The Company determined inter-company transactions related
to the sale of residential mortgage loans between wholly owned
subsidiaries were not properly eliminated and net loan fees were not
properly recorded.
This material weakness was considered in determining the nature, timing,
and extent of auditing procedures applied in our audit
of the Company’s consolidated
financial statements, and this report does not affect our report dated
March 1, 2023, on those
consolidated financial statements.
FORVIS, LLP
(Formerly, BKD, LLP)
Little Rock, Arkansas
March 1, 2023 (December 22, 2023, as to the material weakness)
159
Item 9B.
Other Information
None.
Item 9C.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
None.
160
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 held April 25, 2023.
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 held April 25,
2023.
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related
Shareowners Matters.
Information required by Item 12 of Form 10-K/A 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 held April 25, 2023.
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 held April 25, 2023.
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 held April 25, 2023.
161
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
2022 and 2021
Consolidated Statements of Income for Fiscal Years
2022, 2021, and 2020
Consolidated Statements of Comprehensive Income for Fiscal Years
2022, 2021, and 2020
Consolidated Statements of Changes in Shareowners’ Equity for
Fiscal Years
2022, 2021, and 2020
Consolidated Statements of Cash Flows for Fiscal Years
2022, 2021, and 2020
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 herein by reference to
Exhibit 10.6 of the Registrant's Form 10-K (filed 3/01/23) (No. 0-13358).
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).
162
21
Capital City Bank Group, Inc. Subsidiaries, as of December 31, 2022.**
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**
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained
in Exhibit 101)
*
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/A in accordance with the provisions of
U.S. generally accepted accounting principles.
**
Filed electronically herewith.
Item 16.
Form 10-K/A Summary
None.
163
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 December 22, 2023, 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 December 22, 2023 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/ Jeptha E. Larkin
Jeptha E. Larkin
Executive Vice President
and Chief Financial Officer
(Principal Financial and Accounting Officer)
164
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 December 22, 2023, on its behalf by the undersigned,
thereunto duly authorized.
Directors:
/s/ Robert Antoine
/s/ Eric Grant
Robert Antoine
Eric Grant
/s/ Thomas A. Barron
/s/ Laura Johnson
Thomas A. Barron
Laura Johnson
/s/ William Butler
/s/ John G. Sample, Jr.
William Butler
John G. Sample, Jr
/s/ Stanley W. Connally,
Jr.
/s/ William G. Smith, Jr.
Stanley W.
Connally, Jr
William G. Smith, Jr.
/s/ Marshall M. Criser III
/s/ Ashbel C. Williams
Marshall M. Criser III
Ashbel C. Williams
/s/ Kimberly Crowell
Kimberly Crowell
/s/ Bonnie Davenport
Bonnie Davenport