SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarter: June 30, 1994 Commission File Number 0-13358 CAPITAL CITY BANK GROUP, INC. (Exact name of registrant as specified in its charter) Florida 59-2273542 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 217 North Monroe Street, Tallahassee, Florida 32301 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (904) 224-1171 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 such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirement for the past 90 days. Yes __X___ No _____ At July 31, 1994, 2,845,815 shares of the Registrant's Common Stock, $.01 par value, were outstanding. CAPITAL CITY BANK GROUP, INC. I N D E X PART I. FINANCIAL INFORMATION PAGE NUMBER Consolidated Statements of Condition -- June 30, 1994 and December 31, 1993 3 Consolidated Statements of Income -- Three and Six Months Ended June 30, 1994 4 and 1993 Consolidated Statements of Cash Flows -- Six Months Ended June 30, 1994 and 1993 6 Notes to Consolidated Financial Statements 7 Management's Discussion and Analysis of Financial Condition and Results of Operations 9 PART II. OTHER INFORMATION Index to Exhibits 17 Signatures 18 PART I. FINANCIAL INFORMATION ITEM I. FINANCIAL STATEMENTS CAPITAL CITY BANK GROUP, INC. CONSOLIDATED STATEMENTS OF CONDITION AS OF JUNE 30, 1994 AND DECEMBER 31, 1993 (Dollars In Thousands, Except Per Share Amounts) June 30, December 31, 1994 1993 (Unaudited) (Audited) ASSETS Cash & Due From Banks $ 54,976 $56,665 Interest Bearing Deposits at Banks 100 1,257 Investment Securities, Market Value $223,339 and $221,274 as of June 30, 1994 and December 31, 1993, Respectively (Note 2) 226,119 218,623 Federal Funds Sold 38,925 55,970 Loans: (Note 3) 416,802 406,567 Unearned Interest (6,091) (7,143) Allowance for Loan Losses (7,561) (7,594) Loans, Net 403,150 391,830 Premises & Equipment 22,489 20,820 Accrued Interest Receivable 5,603 5,467 Intangible Assets 1,536 1,719 Other Assets 9,281 9,984 TOTAL ASSETS $762,179 $762,335 LIABILITIES Deposits: Noninterest Bearing Deposits 156,634 $171,985 Interest Bearing Deposits (Note 4) 510,096 490,760 Total Deposits 666,730 662,745 Federal Funds Purchased and Securities Sold Under Repurchase Agreements 18,460 23,264 Other Short-Term Borrowings 1,000 1,202 Long-Term Debt 900 1,900 Other Liabilities 4,129 6,084 TOTAL LIABILITIES 691,219 695,195 SHAREHOLDERS' EQUITY Common Stock, $.01 Par Value; 4,000,000 shares authorized; 3,105,243 issued 31 31 Surplus 5,852 5,857 Unrealized Gains and Losses (512) - Retained Earnings 72,177 67,753 77,548 73,641 Treasury Stock: 259,428 shares at June 30, 1994 and 255,927 at December 31, 1993 (6,588) (6,501) TOTAL SHAREHOLDERS' EQUITY 70,960 67,140 TOTAL LIABILITIES & SHAREHOLDERS' EQUITY 762,179 $762,335 Book Value Per Share $24.93 $23.56 CAPITAL CITY BANK GROUP, INC. CONSOLIDATED STATEMENTS OF INCOME FOR THE PERIODS ENDED JUNE 30 (Dollars in Thousands, Except Per Share Amounts)
THREE MONTHS ENDED JUNE SIX MONTHS ENDED JUNE 1994 1993 1994 1993 INTEREST INCOME Interest and Fees on Loans $ 8,650 $8,430 $16,921 $16,391 Investment Securities: U. S. Treasury 1,265 1,432 2,555 2,880 U. S. Government Agencies/Corp. 492 412 987 809 States and Political Subdivisions 889 892 1,771 1,738 Other Securities 58 52 138 106 Interest on Deposits in Other Banks 7 25 16 53 Federal Funds Sold 428 467 803 984 Total Interest Income 11,789 11,710 23,191 22,961 INTEREST EXPENSE Deposits 3,351 3,619 6,654 7,279 Fed. Funds Purchased & Securities 140 126 283 259 Sold Under Repurchase Agreements Long-Term Borrowings 15 17 35 37 Other Short-Term Debt 8 5 14 12 Total Interest Expense 3,514 3,767 6,986 7,587 Net Interest Income 8,275 7,943 16,205 15,374 Provision for Loan Losses 329 114 659 485 Net Interest Income After Provision for Loan Losses 7,946 7,829 15,546 14,889 NONINTEREST INCOME Income from Fiduciary Activities 146 115 337 292 Service Charges on Deposit Accounts 1,365 l,434 2,668 2,811 Data Processing 715 730 1,308 1,272 Securities Transactions 5 (2) 4 6 Other 1,074 660 2,535 1,391 Total Noninterest Income 3,305 2,937 6,852 5,772 NONINTEREST EXPENSE Salaries and Employee Benefits 4,278 4,072 8,530 7,965 Occupancy, Net 564 527 1,118 1,015 Furniture and Equipment 698 714 1,378 1,411 Other 2,387 2,385 4,800 4,490 Total Noninterest Expense 7,927 7,698 15,826 14,881 Income Before Income Tax and Accounting Change 3,324 3,068 6,572 5,780 Income Tax Expense 937 830 1,835 1,566 Income Before Accounting Change 2,387 2,238 4,737 4,214 Cumulative Effect of a Change in Accounting Principle - - - (484) NET INCOME $2,387 $2,238 $4,737 $3,730 Net Income Per Share Before Accounting Change $ .84 $ .76 $1.66 $1.44 Net Income Per Share $ .84 $ .76 $1.66 $1.27 Cash Dividends Per Share $ .11 $ .10 .11 $ .10 CAPITAL CITY BANK GROUP, INC.
STATEMENT OF CASH FLOWS FOR THE PERIODS ENDED JUNE 30 (Dollars in Thousands) 1994 1993 (Unaudited) (Unaudited) NET INCOME $ 4,737 $ 3,730 Adjustments to Reconcile Net Income to Cash Provided by Operating Activities: Provision for Loan Losses 659 485 Depreciation 836 870 Amortization of Intangible Assets 183 119 Cumulative Effect of Accounting Change - 484 Net (Increase) Decrease in Interest Receivable (135) (232) Net (Increase) Decrease in Other Assets 697 (900) Net Increase (Decrease) in Other Liabilities (136) 304 Net Cash From Operating Activities 6,841 4,860 CASH FLOWS FROM INVESTING ACTIVITIES: Proceeds from Payments/Maturities of Investment Securities 40,032 36,432 Purchase of Investment Securities (48,040) (63,034) Net (Increase) Decrease in Loans (11,979) (5,313) Purchase of Premises & Equipment (2,560) (971) Sales of Premises & Equipment 55 5 Cash Acquired in Bank Acquisitions - 28,811 Net Cash from Investing Activities (22,492) (4,070) CASH FLOWS FROM FINANCING ACTIVITIES: Net Increase (Decrease) in Deposits 3,986 (19,011) Net Increase (Decrease) in Federal Funds Purchased (4,804) 1,706 Net Increase (Decrease) in Other Borrowed Funds (202) (10) Proceeds from Long-Term Debt - 200 Repayment of Long-Term Debt (1,000) (1,000) Dividends Paid (2,134) (1,990) Sale (Purchase) of Treasury Stock (86) (57) Net Cash From Financing Activities (4,240) (20,162) Net Increase (Decrease) in Cash and Cash Equivalents (19,891) (19,372) Cash and Cash Equivalents at Beginning of Period 113,892 107,271 Cash and Cash Equivalents at End of Period $94,001 $ 87,899 Supplemental Disclosure: Interest Paid $ 6,913 $ 7,405 Taxes Paid $ 1,699 $ 1,428 CAPITAL CITY BANK GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (1) MANAGEMENT'S OPINION AND ACCOUNTING POLICIES The consolidated financial statements, included herein, have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. Prior year financial statements have been reformatted and/or amounts reclassified, as necessary, to conform with the current year presentation. 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 June 30, 1994 and December 31, 1993, and the results of operations and cash flows for the three and six month periods ended June 30, 1994 and 1993. The Company and its subsidiaries follow generally accepted accounting principles and reporting practices applicable to the banking industry. The principles which materially affect the financial position, results of operations and cash flows are set forth in Notes to Financial Statements which are included in the Company's 1993 Annual Report and Form 10K. (2) INVESTMENT SECURITIES On January 1, 1994, the Company adopted Statement of Financial Accounting Standards No. 115 ("Accounting for Certain Investments in Debt and Equity Securities") and management transferred approximately 30% of the Company's portfolio to the "Available-for-Sale" category. Securities transferred to the Available-for-Sale category on the date the statement was adopted were as follows: Amortized Cost U. S. Treasury $31,364,293 U. S. Government Agencies and Corporations 6,246,822 States & Political Subdivisions 20,853,825 Mortgage Backed Securities 3,842,192 Other Securities 500,000 Total Available for Sale $62,807,132 Securities in this category are recorded at fair value with unrealized gains and losses, net of deferred taxes, reported as a separate component of equity capital. At the time the new accounting standard was adopted the Company recorded an unrealized gain, net of deferred taxes, of $847,000. As a result of rising interest rates, the Company had a net unrealized loss of $512,000 at June 30, 1994 Prior to 1994, all securities were held for investment and carried at amortized cost. It is not management's intention nor practice to participate in the trading of securities and sales of securities have been minimal. With the recent change in accounting standards, management believes it is prudent to transfer a portion of its investment portfolio to the available-for-sale category in order to properly manage its liquidity position and interest rate risk. Securities in the available-for-sale portfolio will be recorded at fair value while securities in the held-to-maturity portfolio will continue to be carried at amortized cost. The carrying value and related market value of investment securities in the held-to-maturity and available-for-sale portfolios at June 30, 1994 and the held-for-investment portfolio at December 31, 1993 were as follows (dollars in thousands): June 30, 1994 Amortized Unrealized Unrealized Market Held-To-Maturity Cost Gains Losses Value U. S. Treasury $ 85,904 $ 32 $ 999 $ 84,937 U.S. Government Agencies and Corporations 24,546 16 821 23,741 States and Political Subdivisions 50,587 419 1,297 49,709 Mortgage Backed Securities 3,282 2 110 3,174 Other Securities 3,046 1 23 3,024 Total $167,365 $ 470 $ 3,250 $164,585 June 30, 1994 Amortized Unrealized Unrealized Market Available-For-Sale Cost Gains Losses Value U. S. Treasury $ 25,162 $ 51 $ 204 $25,009 U. S. Government Agencies and Corporations 7,054 14 302 6,766 States and Political Subdivisions 22,282 221 585 21,918 Mortgage Backed Securities 3,151 17 3 3,165 Other Securities 1,896 - - 1,896 Total $ 59,545 $ 303 $ 1,094 $ 58,754 December 31, 1993 Amortized Unrealized Unrealized Market Held-For-Investment Cost Gains Losses Value U. S. Treasury $111,233 $ 578 $ 88 $111,723 U.S. Government Agencies and Corporations 26,811 185 76 26,920 States and Political Subdivisions 67,070 1,991 112 68,949 Mortgage Backed Securities 8,504 135 6 8,633 Other Securities 5,005 48 4 5,049 Total $218,623 $ 2,937 $ 286 $221,274 (3) LOANS The composition of the Company's loan portfolio at June 30, 1994 and December 31, 1993 was as follows (dollars in thousands): June 30, 1994 December 31, 1993 Commercial, Financial and Agricultural $ 43,032 $ 46,963 Real Estate-Construction 24,982 22,968 Real Estate-Mortgage 253,083 242,741 Consumer 95,705 93,895 Gross Loans $416,802 $406,567 (4) DEPOSITS The composition of the Company's interest bearing deposits at June 30, 1994 and December 31, 1993 was as follows (dollars in thousands): June 30, 1994 December 31, 1993 NOW Accounts $108,139 $100,184 Money Market Accounts 74,999 77,302 Savings Deposit 109,557 110,128 Other Time Deposits 217,401 203,146 Total Interest Bearing Deposits $510,096 $490,760 ITEM II. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion sets forth the major factors that have affected the Company's financial condition and results of operations and should be read in conjunction with the accompanying financial statements. The year-to-date averages used in this report are based on daily balances for each respective period. RESULTS OF OPERATIONS Net Income Net income was $2.4 million, or $.84 per share, for the second quarter of 1994, a 10.5% increase on a per share basis over the comparable period for 1993. Net income was $4.7 million, or $1.66 per share, for the six months ended June 30, 1994, a 30.7% increase on a per share basis over the comparable period in 1993. Earnings for the first half of 1993 included a one-time, non-cash charge of $484,000, or $.17 per share, attributable to the adoption of Financial Accounting Standards Statement No. 109. Other factors which impacted earnings include a higher net interest margin, gains on the sale of real estate and higher noninterest expense. Condensed statements of income for the respective periods are presented below: For The Three For The Six Months Ended Months Ended June 30, June 30, 1994 1993 1994 1993 Interest and Dividend Income $11,789 $11,710 $23,191 $22,961 Taxable Equivalent Adjustment(1) 433 404 853 827 12,222 12,114 24,044 23,788 Interest Expense 3,514 3,767 6,986 7,587 Net Interest Income (FTE) 8,708 8,347 17,058 16,201 Provision for Loan Losses 329 114 659 485 Taxable Equivalent Adjustment 433 404 853 827 Net Int. Inc. After Provision 7,946 7,829 15,546 14,889 Noninterest Income 3,305 2,937 6,852 5,772 Noninterest Expense 7,927 7,698 15,826 14,881 Income Before Income Taxes and Cumulative Effect of a Change in Accounting Principle 3,324 3,068 6,572 5,780 Income Taxes 937 830 1,835 1,566 Inc. Before Cumulative Effect of Change in Accounting Principle 2,387 2,238 4,737 4,214 Cumulative Effect of a Change in Accounting Principle - - - (484) Net Income $2,387 $2,238 $4,737 $3,730 Percent Change Before Cumulative Adjustment 6.66% 6.67% 12.41% 1.13% After Cumulative Adjustment 6.66% 6.67% 27.00% (10.49%) Return on Average Assets (2) Before Cumulative Adjustment 1.28% 1.24% 1.28% 1.19% After Cumulative Adjustment 1.28% 1.24% 1.28% 1.06% Return on Average Equity (2) Before Cumulative Adjustment 13.81% 13.66% 13.87% 13.04% After Cumulative Adjustment 13.81% 13.66% 13.87% 11.64% (1) Computed using a statutory tax rate of 34% (2) Annualized Net Interest Income Second quarter taxable equivalent net interest income increased $361,000, or 4.3% over the same period for 1993. Through June 30, 1994, taxable equivalent net interest income increased $857,000, or 5.3%, over the first half of 1993. The increase in each respective period is attributable to the growth in earning assets and improvement in the net interest margin. Table I on page 14 provides a comparative analysis of the Company's average balances and interest rates. As compared to the prior year, taxable-equivalent interest income increased $108,000, or .9%, and $256,000, or 1.1%, respectively, for the three and six month periods ended June 30, 1994. The increase in each period is due to the growth in earning assets, a significant portion of which is attributable to loan growth. Average earning assets for the first half of 1994 increased $29.0 million over the first half of 1993 due primarily to acquisitions which were consummated in March of 1993. Interest income generated through asset growth was partially offset by lower yields on earning assets. The average yield declined 17 and 25 basis points, respectively, for the three and six month periods ended June 30, 1994. Although rates began to rise in the first half of 1994, the lower yield reflects the general decline in interest rates in recent years. Interest expense declined $253,000, or 6.7%, and $601,000, or 7.9%, respectively, as compared to the three and six periods in 1993. This decrease is attributable to a 25 and 36 basis points decline in the average rate paid, reflecting the decline in interest rates during the latter half of 1993 and early 1994, and a shift in the mix of deposits. Noninterest bearing deposits and N.O.W. accounts gained as a percent of total deposits while the other, higher cost, categories declined. Relative to the first half of 1993, certificates of deposit as a percent of total deposits declined from 33.6% to 32.6%. In a rising interest rate environment, management anticipates this shift in mix may begin to reverse as depositors become more willing to invest in longer term, fixed rate instruments. The Company's interest rate spread (defined as the average taxable equivalent yield on earning assets less the average rate paid on interest bearing liabilities) increased from 4.42% in the first half of 1993 to 4.53% in 1994. The Company's net interest margin percentage (defined as taxable-equivalent net interest income divided by average earning assets) increased from 5.10% in the first half of 1993 to 5.15% in 1994. Provisions for Loan Losses The provision for loan losses was $329,000 and $659,000, respectively, for the three and six month periods ended June 30, 1994, compared to $114,000 and $485,000 for the comparable periods in 1993. As of June 30, 1994 and 1993, the reserve for loan losses totalled $7.6 million. Loan growth and higher net charge-offs combined to reduce the reserve level, as a percent of total loans, from 1.97% at June 30, 1993 to 1.84% at June 30, 1994. The significant increase in net charge-offs during the second quarter is primarily attributable to one credit. Charge-off activity for the respective periods is set forth below. Three Months Ended Six Months Ended 6/30/94 6/30/93 6/30/94 6/30/93 Net Charge-Offs $538,000 $209,000 $692,000 $441,000 Net Charge-Offs (Annualized) as a percent of Average Loans Outstanding, Net of Unearned Interest .54% .22% .35% .24% Noninterest Income Noninterest income increased $368,000, or 12.5%, and $1.1 million, or 18.7%, respectively, over the comparable three and six month periods for 1993. A majority of the increase is attributable to gains on the sale of real estate, credit card merchant fees and mortgage origination fees. During the first half of 1994, the Company recognized gains, including gains from the sale of OREO and bank premises, totalling $548,000 which represented a $538,000 increase over the first half of 1993. While mortgage origination fees increased $72,000, or 19.8%, through the first six months, the Company experienced a net decrease of $35,000 during the second quarter due to lower origination volume. Origination volume during the second quarter declined $2.9 million, or 26.3%. Credit card merchant fees were up $302,000, or 64.7%, reflecting an increase in the number of accounts and higher volume. However, the increase was partially offset by a $176,000, or 68.9%, increase in credit card processing expense which is recorded in "Other" noninterest expense. Service charges on deposit accounts declined $69,000, or 4.8%, and $143,000, or 5.1%, over the comparable three and six month periods for 1993. The decline in service charge income reflects a decrease in number of accounts, primarily transaction accounts, and a lower level of activity subject to service charge assessments. Noninterest income as a percent of average earning assets was 2.1% for the first half of 1994 versus 1.8% for the comparable quarter in 1993. Noninterest Expense Noninterest expense increased $229,000, or 3.0%, and $945,000, or 6.3%, respectively, over the comparable three and six month periods in 1993. Through the first six months, compensation expense increased $565,000, or 7.1%, reflecting additional personnel expense associated with the new branches acquired in March of 1993, an increase in commission-based pay tied to mortgage origination volume and higher pension expense. The pension plan's rate assumptions were revised to reflect the lower level of interest rates. The revisions in assumptions contributed to the overall increase in pension expense which is up $120,000, or 36.7%, through the first six months. Occupancy expense, including premises, furniture, fixtures and equipment is up just slightly over 1993. The increases attributable to the new branch facilities which were added in March 1993 were partially offset by a reduction in depreciation expense as certain pieces of data processing equipment have become fully depreciated. With the recent renovation of First National's main facility and purchase of an operations center which is expected to go on line in the third quarter, management is projecting an increase in occupancy expense during the latter part of 1994. Other noninterest expense increased $310,000, or 6.9%, during the first six months of 1994, a majority of which was realized in the first quarter. A significant portion of the increase is attributable to items such as printing and supplies, telephone, postage and the amortization of intangibles which are associated with the operation of the branches acquired in March of 1993. Additionally, commission and service fees were up $176,000 due to higher costs associated with credit card processing. Annualized net noninterest expense (noninterest income minus noninterest expense) as a percent of average earning assets was 2.71% in the first half of 1994 versus 2.87% for the first half of 1993. The decrease in this percentage is primarily attributable to nonrecurring gains recognized during the first half of 1994. Income Taxes The provision for income taxes increased $107,000, or 12.9%, during the second quarter and $269,000, or 17.2%, during the first six months of 1994. The increase in the provision is attributable to higher taxable income. The Company's effective tax rate for the first half of 1994 was 27.9% compared to 27.1% for the same period in 1993. During the first quarter of 1993, he Company adopted Statement of Financial Accounting Standards NO. 109, "Accounting for Income Taxes", which changed the accounting for income taxes to the "liability" method from the "deferral" method previously required by Accounting Principals Board Opinion No. 11. A tax expense of $484,000 resulting from the cumulative effect of adopting this new standard is included in net income for the first half of 1993. FINANCIAL CONDITION The Company's average assets increased to $746.4 million in the first half of 1994 from $709.5 million in the first half of 1993. Average earning assets were $668.4 million for the six months ended June 30, 1994 versus $639.4 million for the comparable period in 1993. Relative to 1993, average loans and investments have increased while balances in federal funds sold have declined. Average loans are up $26.2 million, or 7.1%, of which a portion is attributable to loans purchased in conjunction with branch acquisitions. U.S. Government securities increased $14.6 million, or 10.7%, while municipal securities increased $10.7 million, or 17.3%. The increase in municipal securities reflects a more favorable tax-exempt market and an opportunity to extend maturities. Growth in earning assets has been funded through branch acquisitions which were consummated during the first quarter of 1993. Table I on page 14, presents average balances for the three and six month periods of 1994 and 1993. During the first quarter of 1994, the Company adopted Statement of Financial Accounting Standards No. 115 ("Accounting for Certain Investments in Debt and Equity Securities"). To afford greater flexibility in managing the portfolio, management transferred approximately 30% of the portfolio to the "Available-for-Sale" category. The available-for-sale securities portfolio will enable the Company to better manage its liquidity position and interest rate risk without adversely affecting the classification of securities in the "Held- to-Maturity" portfolio, which are recorded at amortized costs. Securities in the available-for-sale portfolio are recorded at fair value with unrealized gains and losses, net of deferred taxes, reported as a separate component of equity capital. See Note 2 in Notes to Consolidated Financial Statements for further discussion. At June 30, 1994, the Company's nonperforming loans were $8.7 million versus $9.4 million at year-end and $11.1 million at June 30, 1993. As a percent of nonperforming loans, the allowance for loan losses represented 87.4% at June 30, 1994 versus 80.6% at December 31, 1993 and 68.7% at June 30, 1993. Nonperforming loans include nonaccruing and restructured loans. Other real estate, which includes property acquired either through foreclosure or by receiving a deed in lieu of foreclosure, was $2.2 million at June 30, 1994, versus $3.5 million at December 31, 1993, and $4.0 million at June 30, 1993. Average deposits increased from $617.8 million for the first half of 1993, to $650.8 million for the first half of 1994. Relative to the first half of 1993, the most significant deposit growth has been in the categories of noninterest bearing and NOW accounts. Average noninterest bearing deposits have increased $12.7 million, or 9.0%, and NOW accounts have increased $20.6 million, or 27.4%. The lower interest rate environment in recent years has reduced the incentive for depositors to invest in longer term, fixed rate deposits, thereby leaving higher balances in transaction accounts. As interest rates rose during the second quarter, the Company experienced growth in its certificates of deposit reflecting the more attractive rates. The ratio of average noninterest bearing deposits to total deposits was 23.7% for the first half of 1994 compared to 22.9% for the first half of 1993. For the same periods, the ratio of average interest bearing liabilities to average earning assets was 77.4% and 78.0%, respectively. LIQUIDITY AND CAPITAL RESOURCES Liquidity, for a financial institution, is the availability of funds to meet increased loan demand and/or excessive deposit withdrawals. Management has implemented a financial structure that provides ready access to sufficient liquid funds to meet normal transaction requirements, take advantage of investment opportunities and cover unforeseen liquidity demands. In addition to core deposit growth, sources of funds available to meet liquidity demands for the subsidiary banks include federal funds sold, near-term loan and investment maturities, including the "Available for Sale" investment portfolio, and the ability to purchase federal funds through established lines of credit with correspondent banks. Additionally, the parent company maintains two $6.0 million revolving lines of credit. As of June 30, 1994, there was $900,000 drawn under the two facilities, leaving available credit of $11.1 million. The Company's equity capital was $71.0 million as of June 30, 1994 compared to $67.1 million as of December 31, 1993. The Company's management continues to monitor its capital position in relation to its level of assets with the objective of maintaining a strong capital position. The leverage ratio was 9.1% at June 30, 1994 versus 8.6% at December 31, 1993. Further, the Company's risk- adjusted capital ratio of 16.7% significantly exceeds the 8.0% minimum requirement under the risk-based regulatory guidelines. State and federal regulations as well as the Company's long-term debt agreements place certain restrictions on the payment of dividends by both the Company and its Group banks. At June 30, 1994, these regulations and covenants did not impair the Company's (or its Group banks') ability to declare and pay dividends or to meet other existing obligations. During the first six months of 1994, shareholders' equity increased $3.8 million, or 11.4%, on an annualized basis. At June 30, 1994, the Company's common stock had a book value of $24.93 per share compared to $23.56 at December 31, 1993. Pursuant to the Company's stock repurchase program adopted in 1989, the Company has repurchased 259,428 shares of its common stock, net of shares subsequently reissued. In the first half of 1994, 5,819 shares were repurchased and 2,318 treasury shares were reissued as performance awards in accordance with the Company's Stock Incentive Plan. AVERAGES BALANCES & INTEREST RATES (Taxable Equivalent Basis - Dollars in Thousands)
FOR THREE MONTHS ENDED JUNE 30 FOR SIX MONTHS ENDED JUNE 30 1994 1993 1994 1993 Balance Interest Rate Balance Interest Rate Balance Interest Rate Balance Interest Rate ASSETS Loans, Net of Unearned Interest $400,665 $ 8,655 8.66% $379,394 $8,437 8.92% $397,076 $16,931 8.60% $370,913 $16,405 8.92% Taxable Investment Securities 150,495 1,815 4.89% 140,836 1,897 5.46% 151,790 3,680 4.91% 137,168 3,794 5.61% Tax-Exempt Investment Securities 72,772 1,317 7.24% 64,782 1,289 7.96% 72,740 2,614 7.19% 62,017 2,552 8.23% Funds Sold 47,839 435 3.65% 65,923 491 3.09% 46,805 819 3.53% 69,320 1,037 3.06% Total Earning Assets 671,771 12,222 7.31% 650,935 12,114 7.48% 668,411 24,044 7.25% 639,418 23,788 7.50% Cash & Due From Banks 46,484 46,296 47,679 46,051 Allowance for Loan Losses (7,858) (7,895) (7,779) (7,861) Other Assets 37,042 32,884 38,134 31,930 TOTAL ASSETS $747,439 $722,220 $746,445 $709,538 LIABILITIES NOW Accounts $ 95,337 429 1.80% $76,443 $ 391 2.05% $ 95,964 857 1.80% $ 75,317 $ 805 2.19% Money Market Accounts 76,506 402 2.11% 82,522 477 2.32% 77,821 789 2.04% 78,031 912 2.40% Savings Accounts 110,814 662 2.40% 115,865 728 2.52% 110,792 1,319 2.40% 115,399 1,577 2.76% Other Time Deposits 214,474 1,858 3.47% 212,169 2,022 3.82% 211,942 3,689 3.51% 207,437 3,985 3.87% Total Int. Bearing Deposits 497,131 3,351 2.70% 486,999 3,618 2.98% 496,519 6,654 2.70% 476,184 7,279 3.09% Funds Purchased 16,137 140 3.47% 18,347 126 2.76% 18,511 283 3.08% 19,872 259 2.63% Other Borrowed Funds 900 8 3.38% 1,036 6 2.19% 985 14 2.85% 1,191 12 2.12% Long-Term Debt 1,372 15 4.44% 1,500 17 4.50% 1,629 35 4.31% 1,796 37 4.13% Total Interest Bearing Liabilities 515,540 3,514 2.73% 507,882 3,767 2.98% 517,644 6,986 2.72% 499,043 7,587 3.08% Noninterest Bearing Deposits 157,902 144,593 154,290 141,571 Other Liabilities 4,666 4,042 5,662 4,298 TOTAL LIABILITIES $678,108 $656,517 677,596 $644,912 SHAREHOLDERS' EQUITY Common Stock 31 31 31 31 Surplus 5,852 5,857 5,853 5,858 Retained Earnings 63,448 59,815 62,965 58,737 TOTAL S'HOLDERS' EQUITY 69,331 65,703 68,849 64,626 TOTAL LIAB. & EQUITY $747,439 $722,220 $746,445 $709,538 Interest Rate Spread 4.58% 4.50% 4.53% 4.42% Net interest Income $8,708 $8,347 $17,058 $16,201 Net Interest Margin 5.21% 5.15% 5.15% 5.10% (1) Average balances include nonaccrual loans. Interest income includes fees on loans of approximately $398,000 and $789,000, for the six months ended June 30, 1994 $369,000 and $704,000, for the three and six months periods ended June 30, 1993.
PART II. OTHER INFORMATION Items 1-3. Not applicable Item 4. The Annual Meeting of Shareholders of Capital City Bank Group, Inc. was held on April 27, 1994. Proxies for the meeting were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934, and there was no solicitation in opposition to management's solicitations. The following summarizes all matters voted upon at this meeting. 1. The following directors were elected for terms expiring in 1995. These individuals served as the Board of Directors prior to the Annual Meeting. The number of votes cast were as follows: Number of Votes Cast Against/ Abstentions/ For Withheld Broker Non-Votes Dubose Ausley 2,511,477 803 0 Thomas A. Barron 2,511,477 803 0 Payne H. Midyette, Jr. 2,511,677 603 0 Godfrey Smith 2,511,677 603 0 William G. Smith, Jr. 2,511,677 603 0 2. The shareholders ratified the selection of Arthur Andersen & Co. as the independent auditors for the Company for 1994. The number of votes cast were as follows: Number of Votes Cast Against/ Abstentions/ For Withheld Broker Non-Votes 2,497,905 13,572 803 Item 5. Other Information Not Applicable Item 6. Exhibits and Reports on Form 8-K (A) Exhibits Not applicable (B) Reports on Form 8-K The Company did not file any reports on Form 8-K during the period ended June 30, 1994. Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned Chief Financial Officer hereunto duly authorized. CAPITAL CITY BANK GROUP, INC. (Registrant) By:___________________________ J. Kimbrough Davis Senior Vice President and Chief Financial Officer Date: August 8, 1994