UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549

FORM 10-Q

x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended September 30, 2008

OR

o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to ____________


Commission File Number: 0-13358

CCBG Logo
 

CAPITAL CITY BANK GROUP, INC.
(Exact name of registrant as specified in its charter)


Florida
  
59-2273542
(State or other jurisdiction of incorporation or organization)
  
(I.R.S. Employer Identification No.)


217 North Monroe Street, Tallahassee, Florida
  
32301
(Address of principal executive office)
  
(Zip Code)

(850) 402-7000
(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes x  No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definitions of "large accelerated filer”, “accelerated filer", and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o
Accelerated filer x
Non-accelerated filer o
Smaller reporting company o
   
(Do not check if smaller reporting company)
  

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o  No x

At October 31, 2008, 17,124,989 shares of the Registrant's Common Stock, $.01 par value, were outstanding.



 
 
 


CAPITAL CITY BANK GROUP, INC.
QUARTERLY REPORT ON FORM 10-Q
FOR THE PERIOD ENDED SEPTEMBER 30, 2008

TABLE OF CONTENTS

 
PART I – Financial Information
  
Page
 
Item 1.
Consolidated Financial Statements (Unaudited)
  
 
Consolidated Statements of Financial Condition – September 30, 2008 and December 31, 2007
4
 
Consolidated Statements of Income – Three and Nine Months Ended September 30, 2008 and 2007
5
 
Consolidated Statement of Changes in Shareowners’ Equity – Nine Months Ended September 30, 2008
6
 
Consolidated Statements of Cash Flow – Nine Months Ended September 30, 2008 and 2007
7
 
Notes to Consolidated Financial Statements
8
     
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations
17
     
Item 3.
Quantitative and Qualitative Disclosure About Market Risk
35
     
Item 4.
Controls and Procedures
35
     
PART II – Other Information
    
 
Item 1.
Legal Proceedings
35
     
Item 1A.
Risk Factors
35
     
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
35
     
Item 3.
Defaults Upon Senior Securities
35
     
Item 4.
Submission of Matters to a Vote of Security Holders
35
     
Item 5.
Other Information
35
     
Item 6.
Exhibits
36
     
Signatures
  
37

 
-2-
 

INTRODUCTORY NOTE
Caution Concerning Forward-Looking Statements

This Quarterly Report on Form 10-Q contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995.  These forward-looking statements include, among others, statements about our beliefs, plans, objectives, goals, expectations, estimates and intentions that are subject to significant risks and uncertainties and are subject to change based on various factors, many of which are beyond our control.  The words "may," "could," "should," "would," "believe," "anticipate," "estimate," "expect," "intend," "plan," "target," "goal," and similar expressions are intended to identify forward-looking statements.

All forward-looking statements, by their nature, are subject to risks and uncertainties.  Our actual future results may differ materially from those set forth in our forward-looking statements.

Our ability to achieve our financial objectives could be adversely affected by the factors discussed in detail in Part I, Item 2., “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Part II, Item 1A. “Risk Factors” in this Quarterly Report on Form 10-Q, the following sections of our Annual Report on Form 10-K for the year ended December 31, 2007 (the “2007 Form 10-K”): (a) “Introductory Note” in Part I, Item 1. “Business”; (b) “Risk Factors” in Part I, Item 1A., as updated in our subsequent quarterly reports filed on Form 10-Q, and (c) “Introduction” in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in Part II, Item 7. as well as:
 
§  
the frequency and magnitude of foreclosure of our loans;
§  
the adequacy of collateral underlying collateralized loans and our ability to resell the collateral if we foreclose on the loans;
§  
the effects of our lack of a diversified loan portfolio, including the risks of geographic and industry concentrations;
§  
the accuracy of our financial statement estimates and assumptions, including the estimate for our loan loss provision;
§  
the extent to which our nonperforming loans increase or decrease as a percentage of our total loan portfolio;
§  
our ability to integrate the business and operations of companies and banks that we have acquired, and those we may acquire in the future;
§  
our need and our ability to incur additional debt or equity financing;
§  
the strength of the United States economy in general and the strength of the local economies in which we conduct operations;
§  
the effects of harsh weather conditions, including hurricanes;
§  
inflation, interest rate, market and monetary fluctuations;
§  
effect of changes in the stock market and other capital markets;
§  
legislative or regulatory changes;
§  
our ability to comply with the extensive laws and regulations to which we are subject;
§  
the willingness of clients to accept third-party products and services rather than our products and services and vice versa;
§  
changes in the securities and real estate markets;
§  
increased competition and its effect on pricing;
§  
technological changes;
§  
changes in monetary and fiscal policies of the U.S. Government;
§  
the effects of security breaches and computer viruses that may affect our computer systems;
§  
changes in consumer spending and saving habits;
§  
growth and profitability of our noninterest income;
§  
changes in accounting principles, policies, practices or guidelines;
§  
the limited trading activity of our common stock;
§  
the concentration of ownership of our common stock;
§  
anti-takeover provisions under federal and state law as well as our Articles of Incorporation and our Bylaws;
§  
other risks described from time to time in our filings with the Securities and Exchange Commission; and
§  
our ability to manage the risks involved in the foregoing.

However, other factors besides those referenced also could adversely affect our results, and you should not consider any such list of factors to be a complete set of all potential risks or uncertainties.  Any forward-looking statements made by us or on our behalf speak only as of the date they are made.  We do not undertake to update any forward-looking statement, except as required by applicable law.
 
 

 
 
-3-
 

PART I. FINANCIAL INFORMATION
Item 1.               CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

CAPITAL CITY BANK GROUP, INC.
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
AS OF SEPTEMBER 30, 2008 AND DECEMBER 31, 2007


(Dollars In Thousands, Except Share Data)
  
September 30, 2008
    
December 31, 2007
  
ASSETS
            
Cash and Due From Banks
  
$
71,062
    
$
93,437
  
Funds Sold and Interest Bearing Deposits
    
27,419
      
166,260
  
Total Cash and Cash Equivalents
    
98,481
      
259,697
  
                 
Investment Securities, Available-for-Sale
    
193,978
      
190,719
  
                 
Loans, Net of Unearned Interest
    
1,927,229
      
1,915,850
  
Allowance for Loan Losses
    
(30,544
)
    
(18,066
)
Loans, Net
    
1,896,685
      
1,897,784
  
                 
Premises and Equipment, Net
    
104,806
      
98,612
  
Goodwill
    
84,811
      
84,811
  
Other Intangible Assets
    
9,381
      
13,757
  
Other Assets
    
66,308
      
70,947
  
Total Assets
  
$
2,454,450
    
$
2,616,327
  
                 
LIABILITIES
                
Deposits:
                
Noninterest Bearing Deposits
  
$
382,878
    
$
432,659
  
Interest Bearing Deposits
    
1,579,906
      
1,709,685
  
Total Deposits
    
1,962,784
      
2,142,344
  
                 
Short-Term Borrowings
    
47,069
      
53,131
  
Subordinated Notes Payable
    
62,887
      
62,887
  
Other Long-Term Borrowings
    
53,074
      
26,731
  
Other Liabilities
    
29,841
      
38,559
  
Total Liabilities
  
 $
2,155,655
    
 $
2,323,652
  
                 
SHAREOWNERS' EQUITY
                
Preferred Stock, $.01 par value, 3,000,000 shares authorized;
no shares outstanding
    
-
      
-
  
Common Stock, $.01 par value, 90,000,000 shares authorized; 17,124,986 and 17,182,553 shares issued and outstanding at September 30, 2008 and December 31, 2007, respectively
    
171
      
172
  
Additional Paid-In Capital
    
36,681
      
38,243
  
Retained Earnings
    
267,853
      
260,325
  
Accumulated Other Comprehensive Loss, Net of Tax
    
(5,910
)
    
(6,065
)
Total Shareowners' Equity
    
298,795
      
292,675
  
Total Liabilities and Shareowners' Equity
  
$
2,454,450
    
$
2,616,327
  

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.



 
-4-
 

CAPITAL CITY BANK GROUP, INC.
CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30

   
Three Months Ended
    
Nine Months Ended
    
(Dollars in Thousands, Except Per Share Data)
  
2008
    
2007
    
2008
    
2007
  
INTEREST INCOME
                        
Interest and Fees on Loans
  
$
32,435
    
$
          38,692
    
$
 101,112
    
$
         116,838
  
Investment Securities:
                                
U.S. Treasury
    
218
      
143
      
566
      
425
  
U.S. Govt. Agencies
    
588
      
906
      
2,014
      
2,762
  
States and Political Subdivisions
    
803
      
743
      
2,372
      
2,127
  
Other Securities
    
135
      
176
      
495
      
536
  
Funds Sold
    
475
      
639
      
3,078
      
1,849
  
Total Interest Income
    
34,654
      
41,299
      
109,637
      
124,537
  
                                 
INTEREST EXPENSE
                                
Deposits
    
5,815
      
11,266
      
23,458
      
33,364
  
Short-Term Borrowings
    
230
      
734
      
1,047
      
2,232
  
Subordinated Notes Payable
    
936
      
936
      
2,798
      
2,794
  
Other Long-Term Borrowings
    
488
      
453
      
1,215
      
1,451
  
Total Interest Expense
    
7,469
      
13,389
      
28,518
      
39,841
  
                                 
NET INTEREST INCOME
    
27,185
      
27,910
      
81,119
      
84,696
  
Provision for Loan Losses
    
10,425
      
1,552
      
19,999
      
4,464
  
Net Interest Income After Provision For Loan Losses
    
16,760
      
26,358
      
61,120
      
80,232
  
                                 
NONINTEREST INCOME
                                
Service Charges on Deposit Accounts
    
7,110
      
6,387
      
20,935
      
18,874
  
Data Processing
    
873
      
775
      
2,498
      
2,280
  
Asset Management Fees
    
1,025
      
1,200
      
3,300
      
3,600
  
Securities Transactions
    
27
      
-
      
122
      
7
  
Mortgage Banking Revenues
    
331
      
642
      
1,331
      
2,171
  
Bank Card Fees
    
2,431
      
3,305
      
10,300
      
10,296
  
Gain on Sale of Portion of Merchant Services Portfolio
    
6,250
      
-
      
6,250
      
-
  
Other
    
2,165
      
2,122
      
8,993
      
6,249
  
Total Noninterest Income
    
20,212
      
14,431
      
53,729
      
43,477
  
                                 
NONINTEREST EXPENSE
                                
Salaries and Associate Benefits
    
15,417
      
15,096
      
46,339
      
45,807
  
Occupancy, Net
    
2,373
      
2,409
      
7,226
      
6,969
  
Furniture and Equipment
    
2,369
      
2,513
      
7,534
      
7,356
  
Intangible Amortization
    
1,459
      
1,459
      
4,376
      
4,376
  
Other
    
8,298
      
8,442
      
24,995
      
25,870
  
Total Noninterest Expense
    
29,916
      
29,919
      
90,470
      
90,378
  
                                 
INCOME BEFORE INCOME TAXES
    
7,056
      
10,870
      
24,379
      
33,331
  
Income Taxes
    
2,218
      
3,699
      
7,451
      
11,312
  
                                 
NET INCOME
  
$
4,838
    
$
7,171
    
$
16,928
    
$
22,019
  
                                 
Basic Net Income Per Share
  
$
.29
    
$
.41
    
$
.99
    
$
1.22
  
Diluted Net Income Per Share
  
$
.29
    
$
.41
    
$
.99
    
$
1.22
  
                                 
Average Basic Shares Outstanding
    
17,123,967
      
17,709,119
      
17,146,780
      
18,066,393
  
Average Diluted Shares Outstanding
    
17,127,949
      
17,719,436
      
17,149,392
      
18,076,916
  

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

 
-5-
 


CAPITAL CITY BANK GROUP, INC.
CONSOLIDATED STATEMENT OF CHANGES IN SHAREOWNERS' EQUITY


 
 
 
(Dollars In Thousands, Except Share Data)
Shares Outstanding
    
Common Stock
    
Additional
Paid-In Capital
    
Retained Earnings
    
Accumulated Other Comprehensive Loss, Net of Taxes
  
Total
  
                                 
Balance, December 31, 2007
17,182,553
  
$
 172
  
$
38,243
    
$
260,325
    
$
(6,065
)
$
292,675
  
Cumulative Effect of Adoption of EITF 06-4
-
    
-
    
-
      
(30
)
    
-
    
(30
)
Comprehensive Income:
                                      
Net Income
-
    
-
    
-
      
16,928
      
-
    
16,928
  
Net Change in Unrealized Gain On
   Available-for-Sale Securities (net of tax)
-
    
-
    
-
      
-
      
155
    
155
  
Total Comprehensive Income
-
    
-
    
-
      
-
      
-
    
17,083
  
Cash Dividends ($.5550 per share)
-
    
-
    
-
      
(9,370
)
    
-
    
(9,370
)
Stock Performance Plan Compensation
-
    
-
    
19
      
-
      
-
    
19
  
Issuance of Common Stock
32,474
          
832
      
-
      
-
    
832
  
Repurchase of Common Stock
(90,041
)
  
(1
) 
  
(2,413
)
    
-
      
-
    
(2,414
)
                                       
Balance, September 30, 2008
17,124,986
  
$
 171
  
$
36,681
 
$
267,853
  
$
(5,910
)
$
298,795
  


The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.


 
-6-
 

CAPITAL CITY BANK GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30


(Dollars in Thousands)
  
2008
    
2007
  
CASH FLOWS FROM OPERATING ACTIVITIES
            
Net Income
  
$
16,928
    
$
22,019
  
Adjustments to Reconcile Net Income to
Cash Provided by Operating Activities:
                
Provision for Loan Losses
    
          19,999
      
           4,464
  
Depreciation
    
            5,173
      
           4,673
  
Net Securities Amortization
    
               616
      
              226
  
Amortization of Intangible Assets
    
            4,376
      
           4,376
  
Gain on Securities Transactions
    
             (122
)
    
                (7
)
Gain On Sale of Portion of Merchant Services Portfolio
    
(6,250
)
    
-
  
Proceeds From Sale of Portion of Merchant Services Portfolio
    
6,250
      
-
  
Origination of Loans Held-for-Sale
    
        (87,612
)
    
     (132,961
)
Proceeds From Sales of Loans Held-for-Sale
    
          90,927
      
       136,973
  
Net Gain From Sales of Loans Held-for-Sale
    
          (1,331
)
    
         (2,171
)
Non-Cash Compensation
    
                 19
      
              135
  
Increase in Deferred Income Taxes
    
            1,081
      
              549
  
Net Decrease (Increase) in Other Assets
    
          10,818
      
         (5,443
)
Net (Decrease) Increase in Other Liabilities
    
        (10,283
) 
    
         16,854
  
Net Cash Provided By Operating Activities
    
50,589
      
49,687
  
                 
CASH FLOWS FROM INVESTING ACTIVITIES
                
Securities Available-for-Sale:
                
Purchases
    
        (75,528
)
    
(35,405
)
Sales
    
          10,490
      
-
  
Payments, Maturities, and Calls
    
          61,504
      
43,292
  
Net (Increase) Decrease in Loans
    
        (26,672
) 
    
88,212
  
Purchase of Premises & Equipment
    
(11,368
)
    
(14,394
)
Proceeds From Sales of Premises & Equipment
    
-
      
443
  
Net Cash (Used In) Provided By Investing Activities
    
(41,574
) 
    
82,148
  
                 
CASH FLOWS FROM FINANCING ACTIVITIES
                
Net Decrease in Deposits
    
      (179,561
)
    
(144,241
)
Net Decrease in Short-Term Borrowings
    
          (6,053
)
    
(1,580
)
Increase (Decrease) in Other Long-Term Borrowings
    
          28,526
      
         (8,499
)
Repayment of Other Long-Term Borrowings
    
          (2,191
)
    
         (4,485
) 
Dividends Paid
    
          (9,370
)
    
         (9,608
)
Repurchase of Common Stock
    
          (2,414
)
    
       (30,554
)
Issuance of Common Stock
    
               832
      
              545
  
Net Cash Used In Financing Activities
    
      (170,231
)
    
     (198,422
)
                 
NET CHANGE IN CASH AND CASH EQUIVALENTS
    
(161,216
)
    
(66,587
)
                 
Cash and Cash Equivalents at Beginning of Period
    
259,697
      
177,564
  
Cash and Cash Equivalents at End of Period
  
$
98,481
    
$
110,977
  
                 
Supplemental Disclosure:
                
Interest Paid on Deposits
  
$
25,135
    
$
33,222
  
Interest Paid on Debt
  
$
5,040
    
$
6,540
  
Taxes Paid
  
$
14,027
    
$
8,643
  
Loans Transferred to Other Real Estate Owned
  
$
5,788
    
$
2,828
  
Issuance of Common Stock as Non-Cash Compensation
  
$
1
    
$
1,159
  

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

 
-7-
 


CAPITAL CITY BANK GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Capital City Bank Group, Inc. (“CCBG” or the “Company”) provides a full range of banking and banking-related services to individual and corporate clients through its subsidiary, Capital City Bank, with banking offices located in Florida, Georgia, and Alabama.  The Company is subject to competition from other financial institutions, is subject to regulation by certain government agencies and undergoes periodic examinations by those regulatory authorities.

The unaudited consolidated financial statements included herein have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission, including Regulation S-X.  Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations.  Prior period financial statements have been reformatted and amounts reclassified, as necessary, to conform with the current presentation.  The Company and its subsidiary follow accounting principles generally accepted in the United States (“GAAP”) and reporting practices applicable to the banking industry.  The principles that materially affect its financial position, results of operations and cash flows are set forth in the Notes to Consolidated Financial Statements which are included in the 2007 Form 10-K.

In the opinion of management, the consolidated financial statements contain all adjustments, which are those of a recurring nature, and disclosures necessary to present fairly the financial position of the Company as of September 30, 2008 and December 31, 2007, the results of operations for the three and nine months ended September 30, 2008 and 2007, and cash flows for the nine months ended September 30, 2008 and 2007.

 
NOTE 2 - INVESTMENT SECURITIES

The amortized cost and related market value of investment securities available-for-sale were as follows:

   
September 30, 2008
  
(Dollars in Thousands)
  
Amortized Cost
    
Unrealized Gains
    
Unrealized Losses
    
Market Value
  
U.S. Treasury
  
$
31,150
    
$
125
    
$
49
    
$
31,226
  
U.S. Government Agencies
    
8,209
      
123
      
3
      
8,329
  
States and Political Subdivisions
    
          102,843
      
               663
      
77
      
     103,429
  
Mortgage-Backed Securities
    
            38,339
      
               130
      
395
      
       38,074
  
Other Securities(1)
    
            12,858
      
                 62
      
-
      
       12,920
  
Total Investment Securities
  
$
          193,399
    
$
               1,103
    
$
524
    
$
     193,978
  

   
December 31, 2007
  
(Dollars in Thousands)
  
Amortized Cost
    
Unrealized Gains
    
Unrealized Losses
    
Market Value
  
U.S. Treasury
  
$
16,216
    
$
97
    
$
-
    
$
16,313
  
U.S. Government Agencies
    
45,489
      
295
      
34
      
45,750
  
States and Political Subdivisions
    
90,014
      
164
      
177
      
90,001
  
Mortgage-Backed Securities
    
26,334
      
85
      
132
      
26,287
  
Other Securities(1)
    
12,307
      
61
      
-
      
12,368
  
Total Investment Securities
  
$
       190,360
    
$
            702
    
$
     343
    
$
  190,719
  

 (1)
Includes Federal Home Loan Bank and Federal Reserve Bank stock recorded at cost of $7.0 million and $4.8 million, respectively, at September 30, 2008, and $6.5 million and $4.8 million, respectively, at December 31, 2007.


 
-8-
 

At September 30, 2008, the Company had securities of $193.4 million with unrealized losses of $.5 million on these securities.  The Company believes that securities in a loss position are only temporarily impaired and that the full principal will be collected as anticipated. Because the declines in the market value of these investments are attributable to changes in interest rates and not credit quality and because the Company has the ability and intent to hold these investments until there is a recovery in fair value, which may be maturity, the Company does not consider these investments to be other-than-temporarily impaired at September 30, 2008.

 
NOTE 3 - LOANS

The composition of the Company's loan portfolio was as follows:

(Dollars in Thousands)
  
September 30, 2008
    
December 31, 2007
  
Commercial, Financial and Agricultural
  
$
189,676
    
$
208,864
  
Real Estate-Construction
    
148,160
      
142,248
  
Real Estate-Commercial
    
639,443
      
634,920
  
Real Estate-Residential
    
479,529
      
485,608
  
Real Estate-Home Equity
    
212,118
      
192,428
  
Real Estate-Loans Held-for-Sale
    
1,811
      
2,764
  
Consumer
    
256,492
      
249,018
  
Loans, Net of Unearned Interest
  
$
1,927,229
    
$
1,915,850
  

Net deferred fees included in loans at September 30, 2008 and December 31, 2007 were $1.8 million and $1.6 million, respectively.

Above loan balances include loans in process with outstanding balances of $7.7 million and $7.4 million at September 30, 2008 and December 31, 2007, respectively.

NOTE 4 - ALLOWANCE FOR LOAN LOSSES

An analysis of the changes in the allowance for loan losses for the nine month periods ended September 30 was as follows:

(Dollars in Thousands)
  
2008
    
2007
  
Balance, Beginning of Period
  
$
18,066
    
$
 17,217
  
Provision for Loan Losses
    
19,999
      
4,464
  
Recoveries on Loans Previously Charged-Off
    
1,799
      
1,465
  
Loans Charged-Off
    
(9,320
)
    
 (5,145
)
Balance, End of Period
  
$
30,544
    
$
  18,001
  

Impaired Loans.  On a non-recurring basis, loans are considered impaired when, based on current information and events, it is probable the Company will be unable to collect all amounts due in accordance with the original contractual terms of the loan agreement, including scheduled principal and interest payments.  Selected information pertaining to impaired loans is depicted in the table below:

   
September 30, 2008
    
December 31, 2007
  
 
(Dollars in Thousands)
  
Balance
    
Valuation Allowance
    
Balance
    
Valuation Allowance
  
Impaired Loans:
                        
With Related Valuation Allowance
  
$
37,120
    
$
11,364
    
$
21,615
    
$
4,702
  
Without Related Valuation Allowance
    
38,629
      
-
      
15,019
      
-
  


 
-9-
 


 
NOTE 5 - INTANGIBLE ASSETS

The Company had net intangible assets of $94.1 million and $98.6 million at September 30, 2008 and December 31, 2007, respectively.  Intangible assets were as follows:

   
September 30, 2008
    
December 31, 2007
  
 
(Dollars in Thousands)
  
Gross
Amount
    
Accumulated
Amortization
    
Gross
Amount
    
Accumulated
Amortization
  
Core Deposit Intangibles
  
$
47,176
    
$
38,831
    
$
          47,176
    
$
         34,598
  
Goodwill
    
84,811
      
-
      
84,811
      
-
  
Customer Relationship Intangible
    
1,867
      
831
      
            1,867
      
688
  
Total Intangible Assets
  
$
133,854
    
$
39,662
    
$
133,854
    
$
35,286
  

Net Core Deposit Intangibles:  As of September 30, 2008 and December 31, 2007, the Company had net core deposit intangibles of $8.3 million and $12.6 million, respectively.  Amortization expense for the first nine months of 2008 and 2007 was approximately $4.3 million.  Estimated annual amortization expense is $5.5 million.

Goodwill:  As of September 30, 2008 and December 31, 2007, the Company had goodwill, net of accumulated amortization, of $84.8 million.  Goodwill is the Company's only intangible asset that is no longer subject to amortization under the provisions of Statement of Financial Accounting Standards (“SFAS”) No. 142, “Goodwill and Other Intangible Assets.”

Other:  As of September 30, 2008 and December 31, 2007, the Company had a customer relationship intangible, net of accumulated amortization, of $1.0 million and $1.2 million, respectively.  This intangible was recorded as a result of the March 2004 acquisition of trust customer relationships from Synovus Trust Company.  Amortization expense for the first nine months of 2008 and 2007 was approximately $143,000.  Estimated annual amortization expense is approximately $191,000 based on use of a 10-year useful life.

NOTE 6 - DEPOSITS

The composition of the Company's interest bearing deposits at September 30, 2008 and December 31, 2007 was as follows:

(Dollars in Thousands)
  
September 30, 2008
    
December 31, 2007
  
NOW Accounts
  
$
698,509
    
$
744,093
  
Money Market Accounts
    
368,453
      
386,619
  
Savings Deposits
    
116,858
      
111,600
  
Other Time Deposits
    
396,086
      
467,373
  
Total Interest Bearing Deposits
  
$
1,579,906
    
$
1,709,685
  


 
-10-
 


 
NOTE 7 - STOCK-BASED COMPENSATION

The Company recognizes the cost of stock-based associate stock compensation in accordance with SFAS No. 123R, "Share-Based Payment” (Revised) under the fair value method.

As of September 30, 2008, the Company had three stock-based compensation plans, consisting of the 2005 Associate Incentive Plan ("AIP"), the 2005 Associate Stock Purchase Plan ("ASPP"), and the 2005 Director Stock Purchase Plan ("DSPP").  Total compensation expense associated with these plans for the nine months ended September 30, 2008 and 2007 was approximately $131,000 and $135,000, respectively.  The Company, under the terms and conditions of the AIP, maintained a 2011 Incentive Plan (“2011 Plan”) which was terminated in March 2008, and approximately $577,000 in related expense accrued for this plan was reversed during the first quarter of 2008.

AIP.  The Company's AIP allows the Company's Board of Directors to award key associates various forms of equity-based incentive compensation.  Under the AIP, the Company adopted the Stock-Based Incentive Plan (the "2006 Incentive Plan"), effective January 1, 2006, which was a performance-based equity bonus plan for selected members of management, including all executive officers.  Under the 2006 Incentive Plan, all participants were eligible to earn an equity award, in the form of performance shares, on an annual basis over a term of five years.  Annual awards were tied to an internally established annual earnings target linked to the Company’s 2011 strategic initiative.

The Company terminated the 2006 Incentive Plan in March 2008 in conjunction with the termination of the Company’s 2011 strategic initiative.  Due to the performance targets not being met, no expense was recognized in 2008 or 2007 for the 2006 Incentive Plan.

During the first quarter of 2008, under the terms and conditions of the AIP, the Company adopted a new Stock-Based Incentive Plan (the “2008 Incentive Plan”), substantially similar to the 2006 Incentive Plan.  All participants in this plan are eligible to earn an equity award, in the form of restricted stock.  The award for 2008 is tied to internally established performance goals.  The grant-date fair value of the compensation award for 2008 is approximately $561,000.  In addition, each plan participant is eligible to receive from the Company a tax supplement bonus equal to 31% of the stock award value at the time of issuance.  A total of 21,146 shares are eligible for issuance.

A total of 875,000 shares of common stock have been reserved for issuance under the AIP.  To date, the Company has issued a total of 60,892 shares of common stock under the AIP.

Executive Stock Option Agreement.  For 2003 through 2006, under the provisions of the AIP (and its predecessor), the Company's Board of Directors approved stock option agreements for a key executive officer (William G. Smith, Jr. - Chairman, President and CEO, CCBG).  These agreements granted a non-qualified stock option award upon achieving certain annual earnings per share conditions set by the Board, subject to certain vesting requirements.  The options granted under the agreements have a term of 10 years and vested at a rate of one-third on each of the first, second, and third anniversaries of the date of grant.  Under the 2004 and 2003 agreements, 37,246 and 23,138 options, respectively, were issued, none of which have been exercised.  The fair value of a 2004 option was $13.42, and the fair value of a 2003 option was $11.64.  The exercise prices for the 2004 and 2003 options are $32.69 and $32.96, respectively.  Under the 2006 and 2005 agreements, the earnings per share conditions were not met; therefore, no options were granted and no expense was recognized related to these agreements.  In accordance with the provisions of SFAS 123R and SFAS 123, the Company recognized expenses in 2005 through 2007 of approximately $193,000, $205,000, and $125,000, respectively, related to the 2004 and 2003 agreements.  In 2007, the Company replaced its practice of entering into a stock option arrangement by establishing a Performance Share Unit Plan under the provisions of the AIP that allows the executive to earn shares based on the compound annual growth rate in diluted earnings per share over a three-year period.  The details of this program for the executive are outlined in a Form 8-K filing dated January 31, 2007.  No expense related to this plan was recognized for the first nine months of 2008 as results fell short of the earnings performance goal.


 
-11-
 


A summary of the status of the Company’s option shares as of September 30, 2008 is presented below:

Options
  
Shares
    
Weighted-Average Exercise Price
    
Weighted-Average Remaining Term
    
Aggregate Intrinsic Value
  
Outstanding at January 1, 2008
     60,384     $ 32.79       6.9     $ -  
Granted
     -       -       -       -  
Exercised
     -       -       -       -  
Forfeited or expired
     -       -       -       -  
Outstanding at September 30, 2008
     60,384     $ 32.79       6.1     $ -  
Exercisable at September 30, 2008
     60,384     $ 32.79       6.1     $ -  

As of September 30, 2008, there was no unrecognized compensation cost related to the option shares granted under the agreements. 

DSPP.  The Company's DSPP allows the directors to purchase the Company's common stock at a price equal to 90% of the closing price on the date of purchase.  Stock purchases under the DSPP are limited to the amount of the director’s annual cash compensation.  The DSPP has 93,750 shares reserved for issuance.  A total of 41,318 shares have been issued since the inception of the DSPP.  For the first nine months of 2008, the Company recognized approximately $25,521 in expense related to this plan.  For the first nine months of 2007, the Company recognized approximately $29,000 in expense related to 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.  Shares are issued at the beginning of the quarter following each six-month offering period.  The ASPP has 593,750 shares of common stock reserved for issuance.  A total of 81,782 shares have been issued since inception of the ASPP.  For the first nine months of 2008, the Company recognized approximately $82,000 in expense related to this plan.  For the first nine months of 2007, the Company recognized $78,000 in expense related to 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 $4.44 for the first nine months of 2008.  For the first nine months of 2007, the weighted average fair value purchase right granted was $5.82.  In calculating compensation, the fair value of each stock purchase right was estimated on the date of grant using the following weighted average assumptions:

   
Nine Months Ended September 30,
  
   
2008
    
2007
  
Dividend yield
    
3.2
%
    
2.2
%
Expected volatility
    
35.0
%
    
27.0
%
Risk-free interest rate
    
2.0
%
    
4.7
%
Expected life (in years)
    
0.5
      
0.5
  

NOTE 8 - EMPLOYEE BENEFIT PLANS

The Company has a defined benefit pension plan covering substantially all full-time and eligible part-time associates and a Supplemental Executive Retirement Plan (“SERP”) covering its executive officers.

The components of the net periodic benefit costs for the Company's qualified benefit pension plan were as follows:

   
Three Months Ended September 30,
    
Nine Months Ended September 30,
  
(Dollars in Thousands)
  
2008
    
2007
    
2008
    
2007
  
                         
Discount Rate
    
6.25
%
    
6.00
%
    
6.25
%
    
6.00
%
Long-Term Rate of Return on Assets
    
8.00
%
    
8.00
%
    
8.00
%
    
8.00
%
                                 
Service Cost
  
$
1,279
    
$
1,350
    
$
3,837
    
$
4,050
  
Interest Cost
    
1,063
      
1,025
      
3,189
      
3,075
  
Expected Return on Plan Assets
    
(1,253
)
    
(1,300
)
    
(3,759
)
    
(3,900
)
Prior Service Cost Amortization
    
75
      
100
      
225
      
300
  
Net Loss Amortization
    
280
      
250
      
840
      
750
  
Net Periodic Benefit Cost
  
$
1,444
    
$
1,425
    
$
4,332
    
$
4,275
  


 
-12-
 


The components of the net periodic benefit costs for the Company's SERP were as follows:

   
Three Months Ended September  30,
    
Nine Months Ended September 30,
  
(Dollars in Thousands)
  
2008
    
2007
    
2008
    
2007
  
                         
Discount Rate
    
6.25
%
    
6.00
%
    
6.25
%
    
6.00
%
                                 
Service Cost
  
$
22
    
$
25
    
$
66
    
$
75
  
Interest Cost
    
56
      
63
      
168
      
189
  
Prior Service Cost Amortization
    
2
      
3
      
6
      
9
  
Net Loss Amortization
    
1
      
18
      
3
      
54
  
Net Periodic Benefit Cost
  
$
81
    
$
109
    
$
243
    
$
327
  

 
NOTE 9 - COMMITMENTS AND CONTINGENCIES

Lending Commitments.  The Company is a party to financial instruments with off-balance sheet risks in the normal course of business to meet the financing needs of its clients.  These financial instruments consist of commitments to extend credit and standby letters of credit.

The Company’s maximum exposure to credit loss under standby letters of credit and commitments to extend credit is represented by the contractual amount of those instruments.  The Company uses the same credit policies in establishing commitments and issuing letters of credit as it does for on-balance sheet instruments.  As of September 30, 2008, the amounts associated with the Company’s off-balance sheet obligations were as follows:

(Dollars in Millions)
  
Amount
  
Commitments to Extend Credit(1)
  
$
380
  
Standby Letters of Credit
  
$
17
  

(1)
Commitments include unfunded loans, revolving lines of credit, and other unused commitments.

Commitments to extend credit are agreements to lend to a client so long as there is no violation of any condition established in the contract.  Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee.  Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements.

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 Visa U.S.A. for potential future settlement of certain litigation (the “Covered Litigation”).  The Company recorded a charge in its fourth quarter 2007 financial statements of approximately $1.9 million, or $0.07 per diluted common share, to recognize its proportionate contingent liability related to the costs of the judgments and settlements from the Covered Litigation.

The Company reversed a portion of the Covered Litigation accrual in the amount of approximately $1.1 million to account for the establishment of an escrow account by Visa Inc., the parent company of Visa U.S.A., in conjunction with Visa’s initial public offering during the first quarter of 2008.  This escrow account was established to pay the costs of the judgments and settlements from the Covered Litigation.  Approximately $0.8 million remains accrued for the contingent liability related to remaining Covered Litigation.

In October 2008, Visa Inc. announced a settlement with Discover Financial Services of certain Covered Litigation.  The impact of this settlement is not material to the Company’s third quarter 2008 financial statements.
 
 
-13-

 
NOTE 10 - COMPREHENSIVE INCOME

SFAS No. 130, "Reporting Comprehensive Income," requires that certain transactions and other economic events that bypass the income statement be displayed as other comprehensive income.  Comprehensive income totaled $5.0 million and $17.0 million, respectively, for the three and nine months ended September 30, 2008, and $8.0 million and $22.5 million, respectively, for the comparable periods in 2007.  The Company’s comprehensive income consists of net income and changes in unrealized gains and losses on securities available-for-sale (net of income taxes) and changes in the pension liability (net of taxes).  The after-tax increase in net unrealized gains on securities totaled approximately $234,000 and $155,000, respectively, for the three and nine months ended September, 2008.  The after-tax decrease in net unrealized losses on securities totaled approximately $793,000 and $518,000, respectively, for the three and nine months ended September 30, 2007.  Reclassification adjustments consist only of realized gains and losses on sales of investment securities and were not material for the three and nine months ended September 30, 2008 and 2007.

NOTE 11 – FAIR VALUE MEASUREMENTS

Effective January 1, 2008, the Company adopted the provisions of SFAS No. 157, "Fair Value Measurements," for financial assets and financial liabilities.  In accordance with Financial Accounting Standards Board Staff Position No. 157-2, "Effective Date of FASB Statement No. 157," the Company will delay application of SFAS 157 for non-financial assets and non-financial liabilities, until January 1, 2009.  SFAS 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements.

SFAS 157 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. A fair value measurement assumes that the transaction to sell the asset or transfer the liability occurs in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market for the asset or liability.  The price in the principal (or most advantageous) market used to measure the fair value of the asset or liability shall not be adjusted for transaction costs.  An orderly transaction is a transaction that assumes exposure to the market for a period prior to the measurement date to allow for marketing activities that are usual and customary for transactions involving such assets and liabilities; it is not a forced transaction.  Market participants are buyers and sellers in the principal market that are (i) independent, (ii) knowledgeable, (iii) able to transact, and (iv) willing to transact.

SFAS 157 requires the use of valuation techniques that are consistent with the market approach, the income approach and/or the cost approach.  The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets and liabilities.  The income approach uses valuation techniques to convert future amounts, such as cash flows or earnings, to a single present amount on a discounted basis.  The cost approach is based on the amount that currently would be required to replace the service capacity of an asset (replacement cost). Valuation techniques should be consistently applied.  Inputs to valuation techniques refer to the assumptions that market participants would use in pricing the asset or liability.  Inputs may be observable, meaning those that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from independent sources, or unobservable, meaning those that reflect the reporting entity's own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances.  In that regard, SFAS 157 establishes a fair value hierarchy for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs.  The fair value hierarchy is as follows:

Level 1 Inputs - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.

Level 2 Inputs - Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These might include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (such as interest rates, volatilities, prepayment speeds, credit risks, etc.) or inputs that are derived principally from or corroborated by market data by correlation or other means.

Level 3 Inputs - Unobservable inputs for determining the fair values of assets or liabilities that reflect an entity's own assumptions about the assumptions that market participants would use in pricing the assets or liabilities.

A description of the valuation methodologies used for instruments measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy, is set forth below. These valuation methodologies were applied to all of the Company’s financial assets and financial liabilities carried at fair value effective January 1, 2008.


-14-

In general, fair value is based upon quoted market prices, where available.  If such quoted market prices are not available, fair value is based upon models that primarily use, as inputs, observable market-based parameters.  Valuation adjustments may be made to ensure that financial instruments are recorded at fair value.  These adjustments may include amounts to reflect counterparty credit quality, the Company’s creditworthiness, among other things, as well as unobservable parameters.  Any such valuation adjustments are applied consistently over time.  The Company’s valuation methodologies may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. While management believes the Company’s valuation methodologies are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date.

Securities Available for Sale.  Securities classified as available for sale are reported at fair value on a recurring basis utilizing Level 1, 2, or 3 inputs.  For these securities, the Company obtains fair value measurements from an independent pricing service or a model that uses, as inputs, observable market based parameters.  The fair value measurements consider observable data that may include quoted prices in active markets, or other inputs, including dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, and credit information and the bond's terms and conditions.

The following table summarizes financial assets and financial liabilities measured at fair value on a recurring basis as of September 30, 2008, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value:

 
(Dollars in Thousands)
  
Level 1 Inputs
    
Level 2 Inputs
    
Level 3 Inputs
    
Total
Fair Value
  
                         
Securities Available for Sale
   $ 39,555     $ 141,502     $ 1,063     $ 182,120  

The change in the fair value of Level 3 securities from June 30, 2008 to September 30, 2008 relates to the change in an unrealized gain for one security and was not material to the Company’s financial statements.

Certain financial assets and financial liabilities are measured at fair value on a nonrecurring basis; that is, the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example, when there is evidence of impairment).  Financial assets and financial liabilities measured at fair value on a non-recurring basis were not significant at September 30, 2008.

Impaired Loans.  On a non-recurring basis, certain impaired loans are reported at the fair value of the underlying collateral if repayment is expected solely from the collateral.  Collateral values are estimated using Level 3 inputs based on customized discounting criteria.  Impaired loans had a carrying value of $75.7 million, with a valuation allowance of $11.4 million, resulting in an additional provision for loan losses of $6.7 million for the nine months ended September 30, 2008.

Loans Held for Sale.  Loans held for sale, which are carried at the lower of cost or fair value, are adjusted to fair value on a non-recurring basis.  Fair value is based on observable markets rates for comparable loan products which is considered a level 2 fair value measurement.

Effective January 1, 2008, the Company adopted the provisions of SFAS No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities - Including an Amendment of FASB Statement No. 115." SFAS 159 permits the Company to choose to measure eligible items at fair value at specified election dates.  Changes in fair value on items for which the fair value measurement option has been elected are reported in earnings at each subsequent reporting date.  The fair value option (i) is applied instrument by instrument, with certain exceptions, thus the Company may record identical financial assets and liabilities at fair value or by another measurement basis permitted under generally accepted accounting principals, (ii) is irrevocable (unless a new election date occurs), and (iii) is applied only to entire instruments and not to portions of instruments.  Adoption of SFAS 159 on January 1, 2008 did not have a significant impact on the Company’s financial statements because the Company did not elect fair value measurement under SFAS 159.

 



 
-15-
 

QUARTERLY FINANCIAL DATA (UNAUDITED)

   
2008
    
2007
    
2006
    
(Dollars in Thousands, Except Per Share Data)
      
 
Third
      
Second
      
First
      
Fourth
      
Third
      
Second
      
First
      
 
Fourth
  
Summary of Operations:
                                                                  
Interest Income
    
$
          34,654
    
$
36,260
    
$
38,723
    
$
      40,786
    
$
41,299
    
$
41,724
    
$
41,514
    
$
42,600
  
Interest Expense
      
           7,469
      
8,785
      
12,264
      
     13,241
      
   13,389
      
13,263
      
 13,189
      
13,003
  
Net Interest Income
      
          27,185
      
27,475
      
26,459
      
   27,545
      
   27,910
      
28,461
      
28,325
      
29,597
  
Provision for Loan Losses
      
          10,425
      
5,432
      
4,142
      
   1,699
      
    1,552
      
1,675
      
 1,237
      
460
  
Net Interest Income After
Provision for Loan Losses
      
    16,760
      
22,043
      
22,317
      
    25,846
      
26,358
      
26,786
      
27,088
      
 
29,137
  
Noninterest Income
      
          20,212
      
15,718
      
17,799
      
   15,823
      
14,431
      
15,084
      
13,962
      
14,385
  
Noninterest Expense
      
         29,916
      
30,756
      
29,798
      
     31,614
      
29,919
      
29,897
      
30,562
      
29,984
  
Income Before Provision for Income Taxes
      
            7,056
      
7,005
      
10,318
      
                  10,055
      
    10,870
      
11,973
      
10,488
      
 
13,538
  
Provision for Income Taxes
      
2,218
      
2,195
      
3,038
      
2,391
      
          3,699
      
4,082
      
 3,531
      
4,688
  
Net Income
    
$
         4,838
    
$
 4,810
    
$
 7,280
    
$
         7,664
    
$
         7,171
    
$
7,891
    
$
   6,957
    
$
 8,850
  
Net Interest Income (FTE)
    
$
27,802
    
$
28,081
    
$
27,077
    
$
28,196
    
$
        28,517
    
$
29,050
    
$
   28,898
    
$
 30,152
  
                                                                   
Per Common Share:
                                                                  
Net Income Basic
    
$
              0.29
    
$
0.28
    
$
0.42
    
$
    0.44
    
$
0.41
    
$
0.43
    
$
   0.38
    
$
 0.48
  
Net Income Diluted
      
              0.29
      
0.28
      
0.42
      
     0.44
      
0.41
      
0.43
      
0.38
      
0.48
  
Dividends Declared
      
.185
      
.185
      
.185
      
.185
      
.175
      
.175
      
  .175
      
.175
  
Diluted Book Value
      
17.45
      
17.33
      
17.33
      
17.03
      
16.95
      
16.87
      
 16.97
      
17.01
  
Market Price:
                                                                  
High
      
34.50
      
30.19
      
29.99
      
34.00
      
         36.40
      
33.69
      
 35.91
      
35.98
  
Low
      
19.20
      
21.76
      
24.76
      
24.60
      
      27.69
      
29.12
      
 29.79
      
30.14
  
Close
      
31.35
      
21.76
      
29.00
      
28.22
      
31.20
      
31.34
      
 33.30
      
35.30
  
                                                                   
Selected Average
                                                                  
Balances:
                                                                  
Loans
    
$
1,915,008
    
$
1,908,802
    
$
1,909,574
    
$
1,908,069
    
$
  1,907,235
    
$
1,944,969
    
$
 1,980,224
    
$
 2,003,719
  
Earning Assets
      
2,207,670
      
2,303,971
      
2,301,463
      
2,191,230
      
   2,144,737
      
2,187,236
      
2,211,560
      
2,238,066
  
Assets
      
   2,528,638
      
2,634,771
      
2,646,474
      
2,519,682
      
2,467,703
      
2,511,252
      
2,530,790
      
2,557,357
  
Deposits
      
2,030,683
      
2,140,546
      
2,148,874
      
2,016,736
      
   1,954,160
      
1,987,418
      
2,003,726
      
2,028,453
  
Shareowners’ Equity
      
303,595
      
300,890
      
296,804
      
299,342
      
      301,536
      
309,352
      
  316,484
      
323,903
  
Common Equivalent Shares:
                                                                  
Basic
      
17,124
      
17,146
      
17,170
      
17,444
      
17,709
      
18,089
      
18,409
      
18,525
  
Diluted
      
17,128
      
17,147
      
17,178
      
17,445
      
17,719
      
18,089
      
18,420
      
18,569
  
                                                                   
Ratios:
                                                                  
ROA
      
.76
%
(1)
  
.73
%
    
1.11
%
    
1.21
%
    
1.15
%
    
1.26
%
    
 1.11
%
    
1.37
% 
ROE
      
6.34
%
(1)
  
6.43
%
    
9.87
%
    
10.16
%
    
9.44
%
    
10.23
%
    
 8.91
%
    
10.84
% 
Net Interest Margin (FTE)
      
5.01
%
    
4.90
%
    
4.73
%
    
5.10
%
    
5.27
%
    
5.33
%
    
 5.29
%
    
5.35
% 
Efficiency Ratio
      
59.27
%