CAPITAL CITY BANK GROUP INC - Quarter Report: 2015 March (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

For the Quarterly Period Ended March 31, 2015

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

(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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No 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 April 30, 2015, 17,532,659 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 MARCH 31, 2015

TABLE OF CONTENTS

PART I – Financial Information		Page

Item 1.	Consolidated Financial Statements (Unaudited)
	Consolidated Statements of Financial Condition – March 31, 2015 and December 31, 2014	4
	Consolidated Statements of Operations – Three Months Ended March 31, 2015 and 2014	5
	Consolidated Statements of Comprehensive Income – Three Months Ended March 31, 2015 and 2014	6
	Consolidated Statements of Changes in Shareowners’ Equity – Three Months Ended March 31, 2015 and 2014	7
	Consolidated Statements of Cash Flows – Three Months Ended March 31, 2015 and 2014	8
	Notes to Consolidated Financial Statements	9

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23

Item 3.	Quantitative and Qualitative Disclosure About Market Risk	39

Item 4.	Controls and Procedures	39

PART II – Other Information

Item 1.	Legal Proceedings	39

Item 1A.	Risk Factors	39

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	39

Item 3.	Defaults Upon Senior Securities	39

Item 4.	Mine Safety Disclosure	39

Item 5.	Other Information	39

Item 6.	Exhibits	40

Signatures		41

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 and the following sections of our Annual Report on Form 10-K for the year ended December 31, 2014 (the “2014 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:

	§	legislative or regulatory changes, including the Dodd-Frank Act, Basel III, and the ability to repay and qualified mortgage standards;
	§	our ability to successfully manage interest rate risk, liquidity risk, and other risks inherent to our industry;
	§	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 loan loss provision and deferred tax asset valuation allowance;
	§	the frequency and magnitude of foreclosure of our loans;
	§	the effects of our lack of a diversified loan portfolio, including the risks of geographic and industry concentrations;
	§	the strength of the United States economy in general and the strength of the local economies in which we conduct operations;
	§	our need and our ability to incur additional debt or equity financing;
	§	our ability to declare and pay dividends;
	§	changes in the securities and real estate markets;
	§	changes in monetary and fiscal policies of the U.S. Government;
	§	inflation, interest rate, market and monetary fluctuations;
	§	the effects of harsh weather conditions, including hurricanes, and man-made disasters;
	§	our ability to comply with the extensive laws and regulations to which we are subject;
	§	our ability to comply with the laws of each jurisdiction where we operate;
	§	the willingness of clients to accept third-party products and services rather than our products and services and vice versa;
	§	increased competition and its effect on pricing;
	§	technological changes;
	§	negative publicity and the impact on our reputation;
	§	changes in consumer spending and saving habits;
	§	growth and profitability of our noninterest income;
	§	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 listed in Item 1A Risk Factors or discussed in this Form 10-Q 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.

PART I.

FINANCIAL INFORMATION

Item 1.

CONSOLIDATED FINANCIAL STATEMENTS

CAPITAL CITY BANK GROUP, INC.

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

	(Unaudited) March 31,			December 31,
(Dollars in Thousands)	2015			2014
ASSETS
Cash and Due From Banks	$	51,948		$	55,467
Federal Funds Sold and Interest Bearing Deposits		296,888			329,589
Total Cash and Cash Equivalents		348,836			385,056

Investment Securities, Available for Sale, at fair value		404,887			341,548
Investment Securities, Held to Maturity, at amortized cost (fair value of $183,923 and $163,412)		183,489			163,581
Total Investment Securities		588,376			505,129

Loans Held For Sale		13,334			10,688

Loans, Net of Unearned Income		1,451,454			1,431,374
Allowance for Loan Losses		(16,090	)		(17,539	)
Loans, Net		1,435,364			1,413,835

Premises and Equipment, Net		100,038			101,899
Goodwill		84,811			84,811
Other Real Estate Owned		33,835			35,680
Other Assets		89,121			90,071
Total Assets	$	2,693,715		$	2,627,169

LIABILITIES
Deposits:
Noninterest Bearing Deposits	$	707,470		$	659,115
Interest Bearing Deposits		1,502,544			1,487,679
Total Deposits		2,210,014			2,146,794

Short-Term Borrowings		49,488			49,425
Subordinated Notes Payable		62,887			62,887
Other Long-Term Borrowings		30,418			31,097
Other Liabilities		66,821			64,426
Total Liabilities		2,419,628			2,354,629

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; 17,532,631 and 17,447,223 shares issued and outstanding at March 31, 2015 and December 31, 2014, respectively		175			174
Additional Paid-In Capital		42,941			42,569
Retained Earnings		251,765			251,306
Accumulated Other Comprehensive Loss, Net of Tax		(20,794	)		(21,509	)
Total Shareowners’ Equity		274,087			272,540
Total Liabilities and Shareowners’ Equity	$	2,693,715		$	2,627,169

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

CAPITAL CITY BANK GROUP, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended March 31,
(Dollars in Thousands, Except Per Share Data)	2015		2014
INTEREST INCOME
Loans, including Fees	$	17,863	$	18,098
Investment Securities:
Taxable		1,198		709
Tax Exempt		96		138
Funds Sold		189		291
Total Interest Income		19,346		19,236

INTEREST EXPENSE
Deposits		246		308
Short-Term Borrowings		21		20
Subordinated Notes Payable		332		331
Other Long-Term Borrowings		240		291
Total Interest Expense		839		950

NET INTEREST INCOME		18,507		18,286
Provision for Loan Losses		293		359
Net Interest Income After Provision for Loan Losses		18,214		17,927

NONINTEREST INCOME
Deposit Fees		5,541		5,869
Bank Card Fees		2,742		2,707
Wealth Management Fees		2,046		1,918
Mortgage Banking Fees		987		625
Data Processing Fees		373		541
Other		1,159		1,125
Total Noninterest Income		12,848		12,785

NONINTEREST EXPENSE
Compensation		16,524		15,781
Occupancy, Net		4,396		4,298
Intangible Amortization		—		32
Other Real Estate Owned, Net		1,497		1,399
Other		6,973		6,856
Total Noninterest Expense		29,390		28,366

INCOME BEFORE INCOME TAXES		1,672		2,346
Income Tax Expense (Benefit)		686		(1,405	)

NET INCOME	$	986	$	3,751

BASIC NET INCOME PER SHARE	$	0.06	$	0.22
DILUTED NET INCOME PER SHARE	$	0.06	$	0.22

Average Basic Common Shares Outstanding		17,508		17,399
Average Diluted Common Shares Outstanding		17,555		17,439

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

CAPITAL CITY BANK GROUP, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

	Three Months Ended March 31,
(Dollars in Thousands)	2015			2014
NET INCOME	$	986		$	3,751
Other comprehensive income, before tax:
Investment Securities:
Change in net unrealized gain/loss on securities available for sale		1,146			(5	)
Amortization of unrealized losses on securities transferred from available for sale to held to maturity		17			20
Total Investment Securities		1,163			15
Other comprehensive income, before tax		1,163			15
Deferred tax expense related to other comprehensive income		(448	)		(6	)
Other comprehensive income, net of tax		715			9
TOTAL COMPREHENSIVE INCOME	$	1,701		$	3,760

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

CAPITAL CITY BANK GROUP, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREOWNERS’ EQUITY

(Unaudited)

(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, January 1, 2014		17,360,960	$	174	$	41,152		$	243,614		$	(8,540	)	$	276,400
Net Income				—		—			3,751			—			3,751
Other Comprehensive Income, Net of Tax				—		—			—			9			9
Cash Dividends ($0.0200 per share)				—		—			(348	)		—			(348	)
Stock Compensation Expense				—		317			—			—			317
Impact of Transactions Under Compensation Plans, net		65,691		—		(249	)		—			—			(249	)
Balance, March 31, 2014		17,426,651	$	174	$	41,220		$	247,017		$	(8,531	)	$	279,880

Balance, January 1, 2015		17,447,223	$	174	$	42,569		$	251,306		$	(21,509	)	$	272,540
Net Income				—		—			986			—			986
Other Comprehensive Income, Net of Tax				—		—			—			715			715
Cash Dividends ($0.0300 per share)				—		—			(527	)		—			(527	)
Stock Compensation Expense				—		261			—			—			261
Impact of Transactions Under Compensation Plans, net		85,408		1		111			—			—			112
Balance, March 31, 2015		17,532,631	$	175	$	42,941		$	251,765		$	(20,794	)	$	274,087

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

CAPITAL CITY BANK GROUP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Three Months Ended March 31,
(Dollars in Thousands)	2015			2014
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income	$	986		$	3,751
Adjustments to Reconcile Net Income to Cash Provided by Operating Activities:
Provision for Loan Losses		293			359
Depreciation		1,633			1,589
Amortization of Premiums, Discounts, and Fees (net)		1,045			1,315
Amortization of Intangible Assets		—			32
Gain on Securities Transactions		(2	)		—
Net Increase in Loans Held-for-Sale		(2,646	)		(1,248	)
Stock Compensation		261			317
Deferred Income Taxes		(1,349	)		1,497
Loss on Sales and Write-Downs of Other Real Estate Owned		989			840
Loss on Sale or Disposal of Premises and Equipment		20			—
Net Decrease in Other Assets		3,021			783
Net Increase (Decrease) in Other Liabilities		2,445			(3,448	)
Net Cash Provided By Operating Activities		6,696			5,787

CASH FLOWS FROM INVESTING ACTIVITIES
Securities Held to Maturity:
Purchases		(33,204	)		(51,311	)
Payments, Maturities, and Calls		12,993			7,479
Securities Available for Sale:
Purchases		(92,106	)		(9,980	)
Payments, Maturities, and Calls		29,045			30,751
Net Increase in Loans		(23,436	)		(8,695	)
Proceeds From Sales of Other Real Estate Owned		2,598			4,485
Purchases of Premises and Equipment, net		(945	)		(859	)
Net Cash Used In Investing Activities		(105,055	)		(28,130	)

CASH FLOWS FROM FINANCING ACTIVITIES
Net Increase in Deposits		63,220			27,465
Net Increase (Decrease) in Short-Term Borrowings		63			(3,828	)
Repayment of Other Long-Term Borrowings		(679	)		(2,832	)
Dividends Paid		(527	)		(348	)
Issuance of Common Stock Under Compensation Plans		62			51
Net Cash Provided By Financing Activities		62,139			20,508

NET DECREASE IN CASH AND CASH EQUIVALENTS		(36,220	)		(1,835	)

Cash and Cash Equivalents at Beginning of Period		385,056			529,928
Cash and Cash Equivalents at End of Period	$	348,836		$	528,093

Supplemental Cash Flow Disclosures:
Interest Paid	$	844		$	914
Income Taxes Paid	$	8		$	1,030

Noncash Investing and Financing Activities:
Loans Transferred to Other Real Estate Owned	$	1,742		$	1,290
Transfer of Current Portion of Long-Term Borrowings	$	—		$	1,240

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

CAPITAL CITY BANK GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – SIGNIFICANT ACCOUNTING POLICIES

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

Basis of Presentation. The consolidated financial statements in this Quarterly Report on Form 10-Q include the accounts of CCBG and its wholly-owned subsidiary, Capital City Bank (“CCB” or the “Bank” and together with the Company). All material inter-company transactions and accounts have been eliminated.

The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three-month period ended March 31, 2015 are not necessarily indicative of the results that may be expected for the year ended December 31, 2015.

The consolidated statement of financial condition at December 31, 2014 has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2014.

NOTE 2 – INVESTMENT SECURITIES

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

	March 31, 2015								December 31, 2014
	Amortized Cost		Unrealized Gains		Unrealized Losses		Market Value		Amortized Cost		Unrealized Gain		Unrealized Losses		Market Value
Available for Sale
U.S. Government Treasury	$	239,708	$	1,238	$	2	$	240,944	$	185,830	$	220	$	19	$	186,031
U.S. Government Agency		108,202		380		130		108,452		95,950		289		142		96,097
States and Political Subdivisions		44,481		64		77		44,468		48,405		65		82		48,388
Mortgage-Backed Securities		2,041		197		—		2,238		2,094		193		—		2,287
Equity Securities⁽¹⁾		8,785		—		—		8,785		8,745		—		—		8,745
Total	$	403,217	$	1,879	$	209	$	404,887	$	341,024	$	767	$	243	$	341,548

Held to Maturity
U.S. Government Treasury	$	109,325	$	567	$	1	$	109,891	$	76,179	$	144	$	6	$	76,317
U.S. Government Agency		15,092		45		—		15,137		19,807		29		19		19,817
States and Political Subdivisions		21,379		32		2		21,409		26,717		36		6		26,747
Mortgage-Backed Securities		37,693		32		239		37,486		40,878		33		380		40,531
Total	$	183,489	$	676	$	242	$	183,923	$	163,581	$	242	$	411	$	163,412

Total Investment Securities	$	586,706	$	2,555	$	451	$	588,810	$	504,605	$	1,009	$	654	$	504,960

⁽¹⁾

Includes Federal Home Loan Bank, Federal Reserve Bank, and Bankers Bank stock recorded at cost of $3.7 million, $4.8 million, and $0.3 million, respectively, at March 31, 2015 and $3.9 million, $4.8 million, and $0.1million, respectively, at December 31, 2014.

Securities with an amortized cost of $339.2 million and $337.9 million at March 31, 2015 and December 31, 2014, respectively, were pledged to secure public deposits and for other purposes.

The Bank, as a member of the Federal Home Loan Bank of Atlanta (“FHLB”), is required to own capital stock in the FHLB based generally upon the balances of residential and commercial real estate loans, and FHLB advances. FHLB stock which is included in other securities is pledged to secure FHLB advances. No ready market exists for this stock, and it has no quoted market value; however, redemption of this stock has historically been at par value.

Maturity Distribution. As of March 31, 2015, the Company’s investment securities had the following maturity distribution based on contractual maturity. Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations. Mortgage-backed securities and certain amortizing U.S. government agency securities are shown separately because they are not due at a certain maturity date.

	Available for Sale				Held to Maturity
(Dollars in Thousands)	Amortized Cost		Market Value		Amortized Cost		Market Value
Due in one year or less	$	45,960	$	46,025	$	15,854	$	15,873
Due after one through five years		270,816		272,048		129,942		130,564
Mortgage-Backed Securities		2,041		2,238		37,693		37,486
U.S. Government Agency		75,615		75,791		—		—
Equity Securities		8,785		8,785		—		—
Total	$	403,217	$	404,887	$	183,489	$	183,923

Unrealized Losses on Investment Securities. The following table summarizes the investment securities with unrealized losses aggregated by major security type and length of time in a continuous unrealized loss position:

	Less Than 12 Months				Greater Than 12 Months				Total
(Dollars in Thousands)	Market Value		Unrealized Losses		Market Value		Unrealized Losses		Market Value		Unrealized Losses
March 31, 2015
Available for Sale
U.S. Government Treasury	$	16,911	$	2	$	—	$	—	$	16,911	$	2
U.S. Government Agency		16,554		50		17,559		80		34,113		130
States and Political Subdivisions		19,882		75		503		2		20,385		77
Mortgage-Backed Securities		36		—		—		—		36		—
Total		53,383		127		18,062		82		71,445		209

Held to Maturity
U.S. Government Treasury		4,975		1		—		—		4,975		1
States and Political Subdivisions		1,393		2		155		—		1,548		2
Mortgage-Backed Securities		13,456		97		16,777		142		30,233		239
Total	$	19,824	$	100	$	16,932	$	142	$	36,756	$	242

December 31, 2014
Available for Sale
U.S. Government Treasury	$	35,838	$	19	$	—	$	—	$	35,838	$	19
U.S. Government Agency		18,160		54		18,468		88		36,628		142
States and Political Subdivisions		16,497		77		505		5		17,002		82
Total		70,495		150		18,973		93		89,468		243

Held to Maturity
U.S. Government Treasury		15,046		6		—		—		15,046		6
U.S. Government Agency		10,002		19		—		—		10,002		19
States and Political Subdivisions		3,788		6		—		—		3,788		6
Mortgage-Backed Securities		15,066		149		18,155		231		33,221		380
Total	$	43,902	$	180	$	18,155	$	231	$	62,057	$	411

Management evaluates securities for other than temporary impairment at least quarterly, and more frequently when economic or market concerns warrant such evaluation. Consideration is given to: 1) the length of time and the extent to which the fair value has been less than amortized cost, 2) the financial condition and near-term prospects of the issuer, and 3) the intent and ability of the Company to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in cost. In analyzing an issuer’s financial condition, management considers whether the securities are issued by the federal government or its agencies, whether downgrades by rating agencies have occurred, regulatory issues, and analysts’ reports.

Approximately $18.1 million of investment securities, with an unrealized loss of approximately $82,000, have been in a loss position for greater than 12 months. These debt securities are in a loss position because they were acquired when the general level of interest rates was lower than that on March 31, 2015. The Company believes that the unrealized losses in these debt securities are temporary in nature 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 present ability and intent to hold these investments until there is a recovery in fair value, which may be at maturity, the Company does not consider these investments to be other-than-temporarily impaired at March 31, 2015.

NOTE 3 – LOANS, NET

Loan Portfolio Composition. The composition of the loan portfolio was as follows:

(Dollars in Thousands)	March 31, 2015		December 31, 2014
Commercial, Financial and Agricultural	$	143,951	$	136,925
Real Estate – Construction		41,595		41,596
Real Estate – Commercial Mortgage		507,681		510,120
Real Estate – Residential⁽¹⁾		296,724		295,969
Real Estate – Home Equity		228,171		229,572
Consumer		233,332		217,192
Loans, Net of Unearned Income	$	1,451,454	$	1,431,374

⁽¹⁾

Includes loans in process with outstanding balances of $10.2 million and $7.4 million at March 31, 2015 and December 31, 2014, respectively.

Net deferred fees included in loans were $1.5 million at March 31, 2015 and December 31, 2014.

The Company has pledged a blanket floating lien on all 1-4 family residential mortgage loans, commercial real estate mortgage loans, and home equity loans to support available borrowing capacity at the FHLB of Atlanta and has pledged a blanket floating lien on all consumer loans, commercial loans, and construction loans to support available borrowing capacity at the Federal Reserve Bank of Atlanta.

Nonaccrual Loans. Loans are generally placed on nonaccrual status if principal or interest payments become 90 days past due and/or management deems the collectability of the principal and/or interest to be doubtful. Loans are returned to accrual status when the principal and interest amounts contractually due are brought current or when future payments are reasonably assured.

The following table presents the recorded investment in nonaccrual loans and loans past due over 90 days and still on accrual by class of loans.

	March 31, 2015				December 31, 2014
(Dollars in Thousands)	Nonaccrual		90 + Days		Nonaccrual		90 + Days
Commercial, Financial and Agricultural	$	626		—	$	507		—
Real Estate – Construction		423		—		424		—
Real Estate – Commercial Mortgage		6,909		—		5,806		—
Real Estate – Residential		6,123		—		6,737		—
Real Estate – Home Equity		2,254		—		2,544		—
Consumer		455		—		751		—
Total Nonaccrual Loans	$	16,790		—	$	16,769		—

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 recorded investment in past due loans by class of loans.

(Dollars in Thousands)	30-59 DPD		60-89 DPD		90 + DPD		Total Past Due		Total Current		Total Loans
March 31, 2015
Commercial, Financial and Agricultural	$	285	$	—	$	—	$	285	$	143,040	$	143,951
Real Estate – Construction		595		—		—		595		40,577		41,595
Real Estate – Commercial Mortgage		497		—		—		497		500,275		507,681
Real Estate – Residential		1,277		235		—		1,512		289,089		296,724
Real Estate – Home Equity		226		—		—		226		225,691		228,171
Consumer		522		52		—		574		232,303		233,332
Total Past Due Loans	$	3,402	$	287	$	—	$	3,689	$	1,430,975	$	1,451,454

December 31, 2014
Commercial, Financial and Agricultural	$	352	$	155	$	—	$	507	$	135,911	$	136,925
Real Estate – Construction		690		—		—		690		40,482		41,596
Real Estate – Commercial Mortgage		1,701		569		—		2,270		502,044		510,120
Real Estate – Residential		682		1,147		—		1,829		287,403		295,969
Real Estate – Home Equity		689		85		—		774		226,254		229,572
Consumer		625		97		—		722		215,719		217,192
Total Past Due Loans	$	4,739	$	2,053	$	—	$	6,792	$	1,407,813	$	1,431,374

Allowance for Loan Losses. The allowance for loan losses is a reserve established through a provision for loan losses charged to expense, which represents management’s best estimate of probable losses within the existing portfolio of loans. Loans are charged-off to the allowance when losses are deemed to be probable and reasonably quantifiable.

The following table details the activity in the allowance for loan losses by portfolio class. Allocation of a portion of the allowance to one category of loans does not preclude its availability to absorb losses in other categories.

(Dollars in Thousands)	Commercial, Financial, Agricultural			Real Estate Construction			Real Estate Commercial Mortgage			Real Estate Residential			Real Estate Home Equity			Consumer			Total
Three Months Ended
March 31, 2015
Beginning Balance	$	784		$	843		$	5,287		$	6,520		$	2,882		$	1,223		$	17,539
Provision for Loan Losses		354			(269	)		88			(68	)		(177	)		365			293
Charge-Offs		(290	)		—			(904	)		(305	)		(182	)		(576	)		(2,257	)
Recoveries		55			—			30			48			24			358			515
Net Charge-Offs		(235	)		—			(874	)		(257	)		(158	)		(218	)		(1,742	)
Ending Balance	$	903		$	574		$	4,501		$	6,195		$	2,547		$	1,370		$	16,090

Three Months Ended
March 31, 2014
Beginning Balance	$	699		$	1,580		$	7,710		$	9,073		$	3,051		$	982		$	23,095
Provision for Loan Losses		(130	)		258			(63	)		105			194			(5	)		359
Charge-Offs		(11	)		—			(594	)		(731	)		(403	)		(405	)		(2,144	)
Recoveries		75			4			27			395			11			288			800
Net Charge-Offs		64			4			(567	)		(336	)		(392	)		(117	)		(1,344	)
Ending Balance	$	633		$	1,842		$	7,080		$	8,842		$	2,853		$	860		$	22,110

The following table details the amount of the allowance for loan losses by portfolio class disaggregated on the basis of the Company’s impairment methodology.

(Dollars in Thousands)	Commercial, Financial, Agricultural		Real Estate Construction		Real Estate Commercial Mortgage		Real Estate Residential		Real Estate Home Equity		Consumer		Total
March 31, 2015
Period-end amount Allocated to:
Loans Individually Evaluated for Impairment	$	334	$	—	$	2,349	$	2,294	$	557	$	15	$	5,549
Loans Collectively Evaluated for Impairment		569		574		2,152		3,901		1,990		1,355		10,541
Ending Balance	$	903	$	574	$	4,501	$	6,195	$	2,547	$	1,370	$	16,090

December 31, 2014
Period-end amount Allocated to:
Loans Individually Evaluated for Impairment	$	293	$	—	$	2,733	$	2,113	$	638	$	5	$	5,782
Loans Collectively Evaluated for Impairment		491		843		2,554		4,407		2,244		1,218		11,757
Ending Balance	$	784	$	843	$	5,287	$	6,520	$	2,882	$	1,223	$	17,539

March 31, 2014
Period-end amount Allocated to:
Loans Individually Evaluated for Impairment	$	102	$	89	$	4,205	$	2,281	$	508	$	32	$	7,217
Loans Collectively Evaluated for Impairment		531		1,753		2,875		6,561		2,345		828		14,893
Ending Balance	$	633	$	1,842	$	7,080	$	8,842	$	2,853	$	860	$	22,110

The Company’s recorded investment in loans related to each balance in the allowance for loan losses by portfolio class and disaggregated on the basis of the Company’s impairment methodology was as follows:

(Dollars in Thousands)	Commercial, Financial, Agricultural		Real Estate Construction		Real Estate Commercial Mortgage		Real Estate Residential		Real Estate Home Equity		Consumer		Total
March 31, 2015
Individually Evaluated for Impairment	$	1,252	$	401	$	31,213	$	19,840	$	3,123	$	197	$	56,026
Collectively Evaluated for Impairment		142,699		41,194		476,468		276,884		225,048		233,135		1,395,428
Total	$	143,951	$	41,595	$	507,681	$	296,724	$	228,171	$	233,332	$	1,451,454

December 31, 2014
Individually Evaluated for Impairment	$	1,040	$	401	$	32,242	$	20,120	$	3,074	$	216	$	57,093
Collectively Evaluated for Impairment		135,885		41,195		477,878		275,849		226,498		216,976		1,374,281
Total	$	136,925	$	41,596	$	510,120	$	295,969	$	229,572	$	217,192	$	1,431,374

March 31, 2014
Individually Evaluated for Impairment	$	1,585	$	556	$	49,914	$	20,844	$	2,973	$	361	$	76,233
Collectively Evaluated for Impairment		137,079		35,898		472,105		284,268		223,438		165,756		1,318,544
Total	$	138,664	$	36,454	$	522,019	$	305,112	$	226,411	$	166,117	$	1,394,777

Impaired Loans. Loans are deemed to be impaired when, based on current information and events, it is probable that the Company will not be able to collect all amounts due (principal and interest payments), according to the contractual terms of the loan agreement. Loans, for which the terms have been modified, and for which the borrower is experiencing financial difficulties, are considered troubled debt restructurings and classified as impaired.

The following table presents loans individually evaluated for impairment by class of loans.

(Dollars in Thousands)	Unpaid Principal Balance		Recorded Investment With No Allowance		Recorded Investment With Allowance		Related Allowance
March 31, 2015
Commercial, Financial and Agricultural	$	1,252	$	182	$	1,070	$	334
Real Estate – Construction		401		401		—		—
Real Estate – Commercial Mortgage		31,213		13,012		18,201		2,349
Real Estate – Residential		19,840		4,841		14,999		2,294
Real Estate – Home Equity		3,123		799		2,324		557
Consumer		196		2		194		15
Total	$	56,025	$	19,237	$	36,788	$	5,549

December 31, 2014
Commercial, Financial and Agricultural	$	1,040	$	189	$	851	$	293
Real Estate – Construction		401		401		—		—
Real Estate – Commercial Mortgage		32,242		11,984		20,258		2,733
Real Estate – Residential		20,120		5,492		14,628		2,113
Real Estate – Home Equity		3,074		758		2,316		638
Consumer		216		3		213		5
Total	$	57,093	$	18,827	$	38,266	$	5,782

The following table summarizes the average recorded investment and interest income recognized by class of impaired loans.

	For Three Months Ended March 31,
	2015				2014
(Dollars in Thousands)	Average Recorded Investment		Total Interest Income		Average Recorded Investment		Total Interest Income
Commercial, Financial and Agricultural	$	1,252	$	11	$	1,582	$	19
Real Estate - Construction		401		—		557		1
Real Estate - Commercial Mortgage		31,213		261		49,943		529
Real Estate - Residential		19,840		197		20,656		209
Real Estate - Home Equity		3,123		21		3,166		17
Consumer		196		2		360		2
Total	$	56,025	$	492	$	76,264	$	777

Credit Risk Management. The Company has adopted comprehensive lending policies, underwriting standards and loan review procedures designed to maximize loan income within an acceptable level of risk. Management and the Board of Directors review and approve these policies and procedures on a regular basis (at least annually).

Reporting systems have been implemented to monitor loan originations, loan quality, concentrations of credit, loan delinquencies and nonperforming loans and potential problem loans. Management and the Credit Risk Oversight Committee periodically review our lines of business to monitor asset quality trends and the appropriateness of credit policies. In addition, total borrower exposure limits are established and concentration risk is monitored. As part of this process, the overall composition of the portfolio is reviewed to gauge diversification of risk, client concentrations, industry group, loan type, geographic area, or other relevant classifications of loans. Specific segments of the loan portfolio are monitored and reported to the Board on a quarterly basis and have strategic plans in place to supplement Board approved credit policies governing exposure limits and underwriting standards. Detailed below are the types of loans within the Company’s loan portfolio and risk characteristics unique to each.

Commercial, Financial, and Agricultural – Loans in this category are primarily made based on identified cash flows of the borrower with consideration given to underlying collateral and personal or other guarantees. Lending policy establishes debt service coverage ratio limits that require a borrower’s cash flow to be sufficient to cover principal and interest payments on all new and existing debt. The majority of these loans are secured by the assets being financed or other business assets such as accounts receivable, inventory, or equipment. Collateral values are determined based upon third party appraisals and evaluations. Loan to value ratios at origination are governed by established policy guidelines.

Real Estate Construction – Loans in this category consist of short-term construction loans, revolving and non-revolving credit lines and construction/permanent loans made to individuals and investors to finance the acquisition, development, construction or rehabilitation of real property. These loans are primarily made based on identified cash flows of the borrower or project and generally secured by the property being financed, including 1-4 family residential properties and commercial properties that are either owner-occupied or investment in nature. These properties may include either vacant or improved property. Construction loans are generally based upon estimates of costs and value associated with the completed project. Collateral values are determined based upon third party appraisals and evaluations. Loan to value ratios at origination are governed by established policy guidelines. The disbursement of funds for construction loans is made in relation to the progress of the project and as such these loans are closely monitored by on-site inspections.

Real Estate Commercial Mortgage – Loans in this category consists of commercial mortgage loans secured by property that is either owner-occupied or investment in nature. These loans are primarily made based on identified cash flows of the borrower or project with consideration given to underlying real estate collateral and personal guarantees. Lending policy establishes debt service coverage ratios and loan to value ratios specific to the property type. Collateral values are determined based upon third party appraisals and evaluations.

Real Estate Residential – Residential mortgage loans held in the Company’s loan portfolio are made to borrowers that demonstrate the ability to make scheduled payments with full consideration to underwriting factors such as current income, employment status, current assets, and other financial resources, credit history, and the value of the collateral. Collateral consists of mortgage liens on 1-4 family residential properties. Collateral values are determined based upon third party appraisals and evaluations. The Company does not originate sub-prime loans.

Real Estate Home Equity – Home equity loans and lines are made to qualified individuals and are generally secured by senior or junior mortgage liens on owner-occupied 1-4 family homes or vacation homes. Borrower qualifications include favorable credit history combined with supportive income and debt ratio requirements and combined loan to value ratios within established policy guidelines. Collateral values are determined based upon third party appraisals and evaluations.

Consumer Loans – This loan portfolio includes personal installment loans, direct and indirect automobile financing, and overdraft lines of credit. The majority of the consumer loan portfolio consists of indirect and direct automobile loans. Lending policy establishes maximum debt to income ratios, minimum credit scores, and includes guidelines for verification of applicants’ income and receipt of credit reports.

Credit Quality Indicators. As part of the ongoing monitoring of the Company’s loan portfolio quality, management categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment performance, credit documentation, and current economic/market trends, among other factors. Risk ratings are assigned to each loan and revised as needed through established monitoring procedures for individual loan relationships over a predetermined amount and review of smaller balance homogenous loan pools. The Company uses the definitions noted below for categorizing and managing its criticized loans. Loans categorized as “Pass” do not meet the criteria set forth for the Special Mention, Substandard, or Doubtful categories and are not considered criticized.

Special Mention – Loans in this category are presently protected from loss, but weaknesses are apparent which, if not corrected, could cause future problems. Loans in this category may not meet required underwriting criteria and have no mitigating factors. More than the ordinary amount of attention is warranted for these loans.

Substandard – Loans in this category exhibit well-defined weaknesses that would typically bring normal repayment into jeopardy. These loans are no longer adequately protected due to well-defined weaknesses that affect the repayment capacity of the borrower. The possibility of loss is much more evident and above average supervision is required for these loans.

Doubtful – Loans in this category have all the weaknesses inherent in a loan categorized as Substandard, with the characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable.

The following table presents the risk category of loans by segment.

(Dollars in Thousands)	Commercial, Financial, Agriculture		Real Estate		Consumer		Total Criticized Loans
March 31, 2015
Special Mention	$	10,454	$	48,027	$	124	$	58,605
Substandard		2,101		71,305		841		74,247
Doubtful		—		—		—		—
Total Criticized Loans	$	12,555	$	119,332	$	965	$	132,852

December 31, 2014
Special Mention	$	8,059	$	51,060	$	114	$	59,233
Substandard		2,817		79,167		1,153		83,137
Doubtful		—		—		—		—
Total Criticized Loans	$	10,876	$	130,227	$	1,267	$	142,370

Troubled Debt Restructurings (“TDRs”). TDRs are loans in which the borrower is experiencing financial difficulty and the Company has granted an economic concession to the borrower that it would not otherwise consider. In these instances, as part of a work-out alternative, the Company will make concessions including the extension of the loan term, a principal moratorium, a reduction in the interest rate, or a combination thereof. The impact of the TDR modifications and defaults are factored into the allowance for loan losses on a loan-by-loan basis as all TDRs are, by definition, impaired loans. Thus, specific reserves are established based upon the results of either a discounted cash flow analysis or the underlying collateral value, if the loan is deemed to be collateral dependent. In the limited circumstances that a loan is removed from TDR classification it is the Company’s policy to also remove it from the impaired loan category, but to continue to individually evaluate loan impairment based on the contractual terms specified by the loan agreement.

The following table presents loans classified as TDRs.

	March 31, 2015				December 31, 2014
(Dollars in Thousands)	Accruing		Nonaccruing		Accruing		Nonaccruing
Commercial, Financial and Agricultural	$	803	$	261	$	838	$	266
Real Estate – Construction		—		—		—		—
Real Estate – Commercial Mortgage		24,062		457		26,565		—
Real Estate – Residential		15,537		1,235		14,940		1,622
Real Estate – Home Equity		1,993		150		1,856		356
Consumer		195		—		211		—
Total TDRs	$	42,590	$	2,103	$	44,410	$	2,244

Loans classified as TDRs during the periods indicated are presented in the table below. The modifications made during the reporting period involved either an extension of the loan term or a principal moratorium and the financial impact of these modifications was not material.

	Three Months Ended March 31, 2015						Three Months Ended March 31, 2014
(Dollars in Thousands)	Number of Contracts		Pre-Modified Recorded Investment		Post-Modified Recorded Investment		Number of Contracts		Pre-Modified Recorded Investment		Post-Modified Recorded Investment
Commercial, Financial and Agricultural		—	$	—	$	—		1	$	52	$	54
Real Estate - Construction		—		—		—		—		—		—
Real Estate - Commercial Mortgage		1		457		457		1		584		584
Real Estate - Residential		4		464		437		3		836		890
Real Estate - Home Equity		—		—		—		3		248		248
Consumer		—		—		—		1		34		34
Total TDRs		5	$	921	$	894		9	$	1,754	$	1,810

For the three months ended March 31, 2015 and March 31, 2014, there were no TDR defaults for loans that had been modified within the previous 12 months.

The following table provides information on how TDRs were modified during the periods indicated.

	Three Months Ended March 31, 2015				Three Months Ended March 31, 2014
(Dollars in Thousands)	Number of Contracts		Recorded Investment⁽¹⁾		Number of Contracts		Recorded Investment⁽¹⁾
Extended amortization		1	$	118		3	$	1,262
Interest rate adjustment		1		156		1		156
Extended amortization and interest rate adjustment		3		620		2		197
Other		—		—		3		195
Total TDRs		5	$	894		9	$	1,810

⁽¹⁾

Recorded investment reflects charge-offs and additional funds advanced at time of restructure, if applicable.

NOTE 4 – OTHER REAL ESTATE OWNED

The following table presents other real estate owned activity for the periods indicated.

	Three Months Ended March 31,
(Dollars in Thousands)	2015			2014
Beginning Balance	$	35,680		$	48,071
Additions		1,742			1,290
Valuation Write-downs		(801	)		(730	)
Sales		(2,737	)		(4,595	)
Other		(49	)		—
Ending Balance	$	33,835		$	44,036

Net expenses applicable to other real estate owned include the following:

	Three Months Ended March 31,
(Dollars in Thousands)	2015			2014
Gains from the Sale of Properties	$	(121	)	$	(246	)
Losses from the Sale of Properties		310			356
Rental Income from Properties		(188	)		(213	)
Property Carrying Costs		695			772
Valuation Adjustments		801			730
Total	$	1,497		$	1,399

As of March 31, 2015, the Company had $3.1 million of loans secured by residential real estate in the process of foreclosure.

NOTE 5 - 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 March 31,
(Dollars in Thousands)	2015			2014
Service Cost	$	1,675		$	1,500
Interest Cost		1,425			1,400
Expected Return on Plan Assets		(1,950	)		(1,875	)
Prior Service Cost Amortization		75			75
Net Loss Amortization		800			325
Net Periodic Benefit Cost	$	2,025		$	1,425

Discount Rate		4.15	%		5.00	%
Long-Term Rate of Return on Assets		7.50	%		7.50	%

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

	Three Months Ended March 31,
(Dollars in Thousands)	2015			2014
Interest Cost	$	28		$	28
Prior Service Cost Amortization		2			40
Net Gain Amortization		(90	)		(183	)
Net Periodic Benefit Income	$	(60	)	$	(115	)

Discount Rate		4.15	%		5.00	%

NOTE 6 - 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. The amounts associated with the Company’s off-balance sheet obligations were as follows:

	March 31, 2015						December 31, 2014
(Dollars in Thousands)	Fixed		Variable		Total		Fixed		Variable		Total
Commitments to Extend Credit⁽¹⁾	$	48,334	$	271,280	$	319,614	$	33,633	$	278,438	$	312,071
Standby Letters of Credit		7,384		—		7,384		8,307		—		8,307
Total	$	55,718	$	271,280	$	326,998	$	41,940	$	278,438	$	320,378

⁽¹⁾

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

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

Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a client to a third party. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities. In general, management does not anticipate any material losses as a result of participating in these types of transactions. However, any potential losses arising from such transactions are reserved for in the same manner as management reserves for its other credit facilities.

For both on- and off-balance sheet financial instruments, the Company requires collateral to support such instruments when it is deemed necessary. The Company evaluates each client’s creditworthiness on a case-by-case basis. The amount of collateral obtained upon extension of credit is based on management’s credit evaluation of the counterparty. Collateral held varies, but may include deposits held in financial institutions; U.S. Treasury securities; other marketable securities; real estate; accounts receivable; property, plant and equipment; and inventory.

Contingencies. The Company is a party to lawsuits and claims arising out of the normal course of business. In management’s opinion, there are no known pending claims or litigation, the outcome of which would, individually or in the aggregate, have a material effect on the consolidated results of operations, financial position, or cash flows of the Company.

Indemnification Obligation. The Company is a member of the Visa U.S.A. network. Visa U.S.A believes that its member banks are required to indemnify it for potential future settlement of certain litigation (the “Covered Litigation”) that relates to several antitrust lawsuits challenging the practices of Visa and MasterCard International. In 2008, the Company, as a member of the Visa U.S.A. network, obtained Class B shares of Visa, Inc. upon its initial public offering. Since its initial public offering, Visa, Inc. has funded a litigation reserve for the Covered Litigation resulting in a reduction in the Class B shares held by the Company. During the first quarter of 2011, the Company sold its remaining Class B shares resulting in a $3.2 million pre-tax gain. Associated with this sale, the Company entered into a swap contract with the purchaser of the shares that requires a payment to the counterparty in the event that Visa, Inc. makes subsequent revisions to the conversion ratio for its Class B shares.

In December 2013, a settlement agreement was approved by the court in resolution of the aforementioned Covered Litigation matter. Visa’s share of the settlement is to be paid from the litigation reserve account, which was further funded during the third quarter of 2014 resulting in a payment of $161,000 to the counterparty. Fixed charges included in the liability are payable quarterly until the litigation reserve is fully liquidated and at which time the aforementioned swap contract will be terminated. Quarterly fixed payments approximate $50,000. Conversion ratio payments and ongoing fixed quarterly charges are reflected in earnings in the period incurred.

NOTE 7 – FAIR VALUE MEASUREMENTS

The fair value of an asset or liability is the price that would be received to sell that asset or paid to transfer that liability in an orderly transaction occurring in the principal market (or most advantageous market in the absence of a principal market) for such asset or liability. In estimating fair value, the Company utilizes valuation techniques that are consistent with the market approach, the income approach and/or the cost approach. Such valuation techniques are consistently applied. Inputs to valuation techniques include the assumptions that market participants would use in pricing an asset or liability. ASC Topic 820 establishes a fair value hierarchy for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows:

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

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

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

Assets and Liabilities Measured at Fair Value on a Recurring Basis

Securities Available for Sale. U.S. Treasury securities and certain U.S. Government Agency 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. From time to time, the Company will validate, on a sample basis, prices supplied by the independent pricing service by comparison to prices obtained from third-party sources or derived using internal 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 an internally developed estimate of the exposure based upon probability-weighted potential Visa litigation losses and related carrying cost obligations required under the contract.

A summary of fair values for assets and liabilities consisted of the following:

(Dollars in Thousands)	Level 1 Inputs		Level 2 Inputs		Level 3 Inputs		Total Fair Value
March 31, 2015
Securities Available for Sale:
U.S. Government Treasury	$	240,944	$	—	$	—	$	240,944
U.S. Government Agency		—		108,452		—		108,452
States and Political Subdivisions		—		44,468		—		44,468
Mortgage-Backed Securities		—		2,238		—		2,238
Equity Securities		—		8,785		—		8,785

December 31, 2014
Securities Available for Sale:
U.S. Government Treasury	$	186,031	$	—	$	—	$	186,031
U.S. Government Agency		—		96,097		—		96,097
State and Political Subdivisions		—		48,388		—		48,388
Mortgage-Backed Securities		—		2,287		—		2,287
Equity Securities		—		8,745		—		8,745

Assets Measured at Fair Value on a Non-Recurring Basis

Certain assets are measured at fair value on a non-recurring basis (i.e., the assets are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances). An example would be assets exhibiting evidence of impairment. The following is a description of valuation methodologies used for assets measured on a non-recurring basis.

Impaired Loans. Impairment for collateral dependent loans is measured using the fair value of the collateral less selling costs. The fair value of collateral is determined by an independent valuation or professional appraisal in conformance with banking regulations. Collateral values are estimated using Level 3 inputs due to the volatility in the real estate market, and the judgment and estimation involved in the real estate appraisal process. Impaired loans are reviewed and evaluated on at least a quarterly basis for additional impairment and adjusted accordingly. Valuation techniques are consistent with those techniques applied in prior periods. Impaired collateral dependent loans had a carrying value of $19.6 million with a valuation allowance of $1.9 million at March 31, 2015 and $13.6 million and $2.0 million, respectively, at December 31, 2014.

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

Other Real Estate Owned. During the first three months of 2014, certain foreclosed assets, upon initial recognition, were measured and reported at fair value through a charge-off to the allowance for loan losses based on the fair value of the foreclosed asset less estimated cost to sell. The fair value of the foreclosed asset is determined by an independent valuation or professional appraisal in conformance with banking regulations. On an ongoing basis, we obtain updated appraisals on foreclosed assets and realize valuation adjustments as necessary. The fair value of foreclosed assets is estimated using Level 3 inputs due to the judgment and estimation involved in the real estate valuation process.

Assets and Liabilities Disclosed at Fair Value

The Company is required to disclose the estimated fair value of financial instruments, both assets and liabilities, for which it is practical to estimate fair value and the following is a description of valuation methodologies used for those assets and liabilities.

Cash and Short-Term Investments. The carrying amount of cash and short-term investments is used to approximate fair value, given the short time frame to maturity and as such assets do not present unanticipated credit concerns.

Securities Held to Maturity. Securities held to maturity are valued in accordance with the methodology previously noted in this footnote under 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 that reflect the credit, interest rate, and liquidity risks inherent in each loan category. The calculated present values are then reduced by an allocation of the allowance for loan losses against each respective loan category.

Deposits. The fair value of Noninterest Bearing Deposits, NOW Accounts, Money Market Accounts and Savings Accounts are the amounts payable on demand at the reporting date. The fair value of fixed maturity certificates of deposit is estimated using present value techniques and rates currently offered for deposits of similar remaining maturities.

Subordinated Notes Payable. The fair value of each note is calculated using present value techniques, based upon projected cash flows and estimated discount rates as well as rates being offered for similar obligations.

Short-Term and Long-Term Borrowings. The fair value of each note is calculated using present value techniques, based upon projected cash flows and estimated discount rates as well as rates being offered for similar debt.

A summary of estimated fair values of significant financial instruments consisted of the following:

	March 31, 2015
(Dollars in Thousands)	Carrying Value		Level 1 Inputs		Level 2 Inputs		Level 3 Inputs
ASSETS:
Cash	$	51,948	$	51,948	$		$
Short-Term Investments		296,888		296,888
Investment Securities, Available for Sale		404,887		240,944		163,943
Investment Securities, Held to Maturity		183,923		109,891		74,032
Loans Held for Sale		13,334				13,334
Loans, Net of Allowance for Loan Losses		1,435,364						1,446,236

LIABILITIES:
Deposits	$	2,210,014	$		$	2,169,563	$
Short-Term Borrowings		49,488				49,517
Subordinated Notes Payable		62,887				42,740
Long-Term Borrowings		30,418				31,574

	December 31, 2014
(Dollars in Thousands)	Carrying Value		Level 1 Inputs		Level 2 Inputs		Level 3 Inputs
ASSETS:
Cash	$	55,467	$	55,467	$	—	$	—
Short-Term Investments		329,589		329,589		—		—
Investment Securities, Available for Sale		341,548		186,031		155,517		—
Investment Securities, Held to Maturity		163,581		76,317		87,095		—
Loans Held for Sale		10,688		—		10,688
Loans, Net of Allowance for Loan Losses		1,413,835		—		—		1,369,314

LIABILITIES:
Deposits	$	2,146,794	$	—	$	2,146,510	$	—
Short-Term Borrowings		49,425		—		48,760		—
Subordinated Notes Payable		62,887		—		62,887		—
Long-Term Borrowings		31,097		—		32,313		—

All non-financial instruments are excluded from the above table. The disclosures also do not include certain intangible assets such as client relationships, deposit base intangibles and goodwill. Accordingly, the aggregate fair value amounts presented do not represent the underlying value of the Company.

NOTE 8 – OTHER COMPREHENSIVE INCOME

The amounts allocated to other comprehensive income are presented in the table below. Reclassification adjustments related to securities held for sale are included in net gain (loss) on securities transactions in the accompanying consolidated statements of comprehensive income. For the periods presented, reclassifications adjustments related to securities held for sale was not material.

(Dollars in Thousands)	Before Tax Amount			Tax Expense			Net of Tax Amount
March 31, 2015
Investment Securities:
Change in net unrealized gain/loss on securities available for sale	$	1,146		$	(441	)	$	705
Amortization of losses on securities transferred from available for sale to held to maturity		17			(7	)		10
Total Other Comprehensive Income	$	1,163		$	(448	)	$	715

March 31, 2014
Investment Securities:
Change in net unrealized gain/loss on securities available for sale	$	(5	)	$	2		$	(3	)
Amortization of losses on securities transferred from available for sale to held to maturity		20			(8	)		12
Total Other Comprehensive Income	$	15		$	(6	)	$	9

Accumulated other comprehensive loss was comprised of the following components:


(Dollars in Thousands)	Securities Available for Sale			Retirement Plans			Accumulated Other Comprehensive Loss
Balance as of January 1, 2015	$	59		$	(21,568	)	$	(21,509	)
Other comprehensive income during the period		715			—			715
Balance as of March 31, 2015	$	774		$	(21,568	)	$	(20,794	)

Balance as of January 1, 2014	$	(132	)	$	(8,408	)	$	(8,540	)
Other comprehensive income during the period		9			—			9
Balance as of March 31, 2014	$	(123	)	$	(8,408	)	$	(8,531	)

NOTE 9 – ACCOUNTING STANDARDS UPDATES

ASU 2015-03, “Interest – Imputation of Interest (Subtopic 835-30) – Simplifying the Presentation of Debt Issuance Costs” ASU 2015-03 requires companies to present debt issuance costs the same way they currently present debt discounts, as a direct deduction from the carrying value of that debt liability. ASU 2015-03 is effective for the Company beginning December 15, 2015, though early adoption is permitted. ASU 2015-03 is not expected to have a significant impact on the Company’s financial statements.

Item 2.

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. 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 the first quarter of 2015 compares with prior periods. Throughout this section, Capital City Bank Group, Inc., and subsidiaries, collectively, are referred to as “CCBG,” “Company,” “we,” “us,” or “our.”

The following discussion should be read in conjunction with the condensed consolidated financial statements and notes thereto included in this Quarterly Report on Form 10-Q.

CAUTION CONCERNING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q, 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,” “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 our 2014 Report on Form 10-K, as updated in our subsequent quarterly reports filed on Form 10-Q, and in our other filings made from time to time with the SEC after the date of this report.

However, other factors besides those listed in our Quarterly Report or in our 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

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”). The Bank offers a broad array of products and services through a total of 63 offices located in Florida, Georgia, and Alabama. The Bank offers commercial and retail banking services, as well as trust and asset management, retail securities brokerage and data processing services.

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 earning assets, such as loans and securities, and the interest paid on interest-bearing liabilities, principally deposits and borrowings. Results of operations are also affected by the provision for loan losses, operating expenses such as salaries and employee benefits, occupancy and other operating expenses including income taxes, and noninterest income such as deposit fees, wealth management fees, mortgage banking fees, bank card fees, and data processing fees.

A detailed discussion regarding the economic conditions in our markets and our long-term strategic objectives is included as part of the MD&A section of our 2014 Form 10-K.

SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)

	2015			2014												2013
(Dollars in Thousands, Except Per Share Data)	First			Fourth			Third			Second			First			Fourth			Third			Second
Summary of Operations:
Interest Income	$	19,346		$	19,871		$	19,766		$	19,348		$	19,236		$	20,076		$	20,250		$	20,698
Interest Expense		839			852			868			910			950			1,080			1,050			1,103
Net Interest Income		18,507			19,019			18,898			18,438			18,286			18,996			19,200			19,595
Provision for Loan Losses		293			623			424			499			359			397			555			1,450
Net Interest Income After Provision for Loan Losses		18,214			18,396			18,474			17,939			17,927			18,599			18,645			18,145
Noninterest Income		12,848			13,053			13,351			13,347			12,785			13,825			14,026			13,731
Noninterest Expense		29,390			28,309			28,607			29,076			28,366			29,647			30,153			30,464
Income Before Income Taxes		1,672			3,140			3,218			2,210			2,346			2,777			2,518			1.412
Income Tax Expense (Benefit)		686			1,219			1,103			737			(1,405	)		5			927			569
Net Income		986			1,921			2,115			1,473			3,751			2,772			1,591			843
Net Interest Income (FTE)		18,611			19,124			19,020			18,567			18,424			19,141			19,355			19,744

Per Common Share:
Net Income Basic	$	0.06		$	0.11		$	0.12		$	0.08		$	0.22		$	0.16		$	0.09		$	0.05
Net Income Diluted		0.06			0.11			0.12			0.08			0.22			0.16			0.09			0.05
Cash Dividends Declared		0.03			0.03			0.02			0.02			0.02			0.00			0.00			0.00
Diluted Book Value		15.59			15.53			16.18			16.08			16.02			15.85			14.44			14.36
Market Price:
High		16.33			16.00			14.98			14.71			14.59			12.69			13.08			12.64
Low		13.16			13.00			13.26			12.60			11.56			11.33			11.06			10.12
Close		16.25			15.54			13.54			14.53			13.28			11.77			11.78			11.53

Selected Average Balances:
Loans, Net	$	1,448,617		$	1,426,756		$	1,421,327		$	1,411,988		$	1,395,506		$	1,414,909		$	1,436,039		$	1,456,904
Earning Assets		2,306,485			2,212,781			2,209,429			2,260,885			2,268,320			2,206,286			2,201,390			2,206,694
Total Assets		2,648,551			2,549,736			2,530,571			2,578,993			2,598,307			2,553,653			2,558,395			2,564,528
Deposits		2,163,376			2,077,365			2,062,881			2,109,563			2,124,960			2,050,870			2,059,498			2,067,647
Shareowners’ Equity		275,304			286,029			284,130			282,346			279,729			253,999			251,617			250,485
Common Equivalent Average Shares:
Basic		17,508			17,433			17,440			17,427			17,399			17,341			17,336			17,319
Diluted		17,555			17,530			17,519			17,488			17,439			17,423			17,396			17,355

Performance Ratios:
Return on Average Assets		0.15	%		0.30	%		0.33	%		0.23	%		0.59	%		0.43	%		0.25	%		0.13	%
Return on Average Equity		1.45			2.66			2.95			2.09			5.44			4.33			2.51			1.35
Net Interest Margin (FTE)		3.27			3.43			3.42			3.29			3.29			3.45			3.49			3.59
Noninterest Income as % of Operating Revenue		40.98			40.70			41.40			41.99			41.15			42.12			42.21			41.20
Efficiency Ratio		93.49			88.16			88.44			91.15			91.02			90.22			90.42			91.07

Asset Quality:
Allowance for Loan Losses	$	16,090		$	17,539		$	19,093		$	20,543		$	22,110		$	23,095		$	25,010		$	27,294
Allowance for Loan Losses to Loans		1.10	%		1.22	%		1.34	%		1.45	%		1.57	%		1.65	%		1.75	%		1.89	%
Nonperforming Assets (“NPAs”)		50,625			52,449			65,208			68,249			78,594			85,035			94,700			96,653
NPAs to Total Assets		1.88			2.00			2.61			2.66			2.98			3.26			3.77			3.77
NPAs to Loans plus ORE		3.38			3.55			4.45			4.67			5.42			5.87			6.38			6.44
Allowance to Non-Performing Loans		95.83			104.60			81.31			80.03			63.98			62.48			60.00			65.66
Net Charge-Offs to Average Loans		0.49			0.61			0.52			0.59			0.39			0.65			0.78			0.54

Capital Ratios:
Tier I Capital		16.16	%		16.67	%		16.88	%		16.85	%		16.85	%		16.56	%		15.60	%		15.36	%
Total Capital		17.11			17.76			18.08			18.10			18.10			17.94			16.97			16.73
Common Equity Tier 1⁽¹⁾		12.57			NA			NA			NA			NA			NA			NA			NA
Tangible Capital		7.26			7.38			8.22			7.93			7.66			7.58			6.84			6.64
Leverage		10.73			10.99			10.97			10.70			10.47			10.46			10.16			10.07

⁽¹⁾

Not applicable prior to January 1, 2015.

FINANCIAL OVERVIEW

A summary overview of our financial performance is provided below.

Results of Operations

	§	Net income of $1.0 million, or $0.06 per diluted share, for the first quarter of 2015 compared to net income of $1.9 million, or $0.11 per diluted share, in the fourth quarter of 2014, and net income of $3.8 million, or $0.22 per diluted share, for the first quarter of 2014. First quarter 2014 earnings were favorably impacted by a tax benefit of $2.2 million, or $0.13 per share, related to an adjustment to our reserve for uncertain tax positions.

	§	Tax equivalent net interest income for the first quarter of 2015 totaled $18.6 million, a $0.5 million, or 2.7%, decrease from the fourth quarter of 2014 and a $0.2 million, or 1.0%, increase over the first quarter of 2014. The decrease from the fourth quarter of 2014 was primarily attributable to two less calendar days and interest recoveries realized during the fourth quarter, partially offset by a favorable shift in our earning asset mix due to growth in the loan and investment portfolios. The increase over the comparable prior year quarter also reflects a favorable shift in earning asset mix due to growth in the loan and investment portfolios as well as a slight reduction in interest expense.

	§	Total credit costs (loan loss provision plus other real estate owned (“OREO”) expenses) were $1.8 million, $2.0 million, and $1.8 million for the quarters ended March 31, 2015, December 31, 2014, and March 31, 2014, respectively. While OREO expenses are still elevated, slower problem loan migration, lower loan losses, and improved credit metrics have resulted in a normalized loan loss provision.

	§	Noninterest income for the first quarter of 2015 totaled $12.8 million, a decrease of $0.2 million, or 1.6%, from the fourth quarter of 2014 primarily attributable to an expected lower level of deposit fees reflective of lower utilization of our overdraft service due to client receipt of tax refunds. Compared to the same prior year period, noninterest income increased $0.1 million, or 0.5%, driven by higher mortgage banking fees.

	§	Noninterest expense (excluding OREO expense) for the first quarter of 2015 totaled $27.9 million, an increase of $0.9 million, or 3.5%, over the fourth quarter of 2014 and $0.9 million, or 3.5%, over the first quarter of 2014. The increase compared to both periods was driven by higher compensation expense, primarily pension plan expense reflective of an unfavorable adjustment to the discount rate that determines plan liability costs.

Financial Condition

	§	Average earning assets totaled $2.306 billion for the first quarter of 2015, an increase of $93.7 million, or 4.2%, over the fourth quarter of 2014 and $38.2 million, or 1.7%, over the first quarter of 2014. The increase over the fourth quarter of 2014 reflects an expected seasonal increase in our public funds balances. The increase over the comparable prior year quarter reflects a higher level of noninterest bearing deposits. Additionally, growth in both the loan and investment portfolios led to a more favorable earning asset mix compared to both prior periods.

	§	Average loans increased $21.9 million, or 1.5%, over the fourth quarter of 2014 and $53.1 million, or 3.8%, over the first quarter of 2014. The improvement over both prior periods was primarily driven by growth in the consumer (indirect auto) loan portfolio, and to a lesser extent, the commercial and industrial loan portfolio.

	§	Average total deposits were $2.163 billion for the first quarter of 2015, an increase of $86.0 million, or 4.1%, over the fourth quarter of 2014 and $38.4 million, or 1.8%, over the first quarter of 2014. Higher public funds deposit balances drove the increase over both prior periods.

	§	Nonperforming assets totaled $50.6 million at March 31, 2015, a decrease of $1.8 million from December 31, 2014 and $28.0 million from March 31, 2014. Nonperforming assets represented 1.88% of total assets at March 31, 2015 compared to 2.00% at December 31, 2014 and 2.98% at March 31, 2014.

	§	As of March 31, 2015, we were well-capitalized with a risk based capital ratio of 17.11% and a tangible common equity ratio of 7.26% compared to 17.76% and 7.38%, respectively, at December 31, 2014, and 18.10% and 7.66%, respectively, at March 31, 2014. Basel III capital standards became effective for the first quarter of 2015 and under these new requirements, we are publishing a new regulatory capital ratio, common equity tier 1 capital, which was 12.57% at March 31, 2015, significantly exceeding the current regulatory “well capitalized” threshold of 6.50%.

RESULTS OF OPERATIONS

Net Income

For the first quarter of 2015, we realized net income of $1.0 million, or $0.06 per diluted share, compared to net income of $1.9 million, or $0.11 per diluted share, for the fourth quarter of 2014, and net income of $3.8 million, or $0.22 per diluted share, for the first quarter of 2014.

Compared to the fourth quarter of 2014, performance reflected lower net interest income of $0.5 million, noninterest income of $0.2 million, and higher noninterest expense of $1.1 million, partially offset by a lower loan loss provision of $0.3 million and income taxes of $0.5 million.

Compared to the first quarter of 2014, the decrease in earnings was due to higher noninterest expense of $1.0 million and higher income taxes of $2.1 million, partially offset by higher net interest income of $0.2 million, noninterest income of $0.1 million, and a $0.1 million decrease in the loan loss provision.

A condensed earnings summary of each major component of our financial performance is provided below:

	Three Months Ended
	March 31,		December 31,		March 31,
(Dollars in Thousands, except per share data)	2015		2014		2014
Interest Income	$	19,346	$	19,871	$	19,236
Taxable Equivalent Adjustments		104		105		138
Total Interest Income (FTE)		19,450		19,976		19,374
Interest Expense		839		852		950
Net Interest Income (FTE)		18,611		19,124		18,424
Provision for Loan Losses		293		623		359
Taxable Equivalent Adjustments		104		105		138
Net Interest Income After Provision for Loan Losses		18,214		18,396		17,927
Noninterest Income		12,848		13,053		12,785
Noninterest Expense		29,390		28,309		28,366
Income Before Income Taxes		1,672		3,140		2,346
Income Tax Expense (Benefit)		686		1,219		(1,405	)
Net Income	$	986	$	1,921	$	3,751

Basic Net Income Per Share	$	0.06	$	0.11	$	0.22
Diluted Net Income Per Share	$	0.06	$	0.11	$	0.22

Net Interest Income

Net interest income represents our single largest source of earnings and is equal to interest income and fees generated by earning assets less interest expense paid on interest-bearing liabilities. This information is provided on a “taxable equivalent” basis to reflect the tax-exempt status of income earned on certain loans and investments, the majority of which are state and local government debt obligations. We provide an analysis of our net interest income including average yields and rates in Table I on page 38.

Tax equivalent net interest income for the first quarter of 2015 was $18.6 million compared to $19.1 million for the fourth quarter of 2014 and $18.4 million for the first quarter of 2014. The decrease in tax equivalent net interest income compared to the fourth quarter of 2014 was primarily attributable to two less calendar days and interest recoveries realized during the fourth quarter, partially offset by a favorable shift in our earning asset mix due to growth in the loan and investment portfolios. The increase in tax equivalent net interest income compared to the first quarter of 2014 also reflects a favorable shift in earning asset mix due to growth in the loan and investment portfolios as well as a slight reduction in interest expense. The lower interest expense is attributable to maturing FHLB advances and favorable repricing on most deposit products.

Pressure on net interest income continues primarily as a result of the low rate environment. Despite favorable volume variances in both the loan and investment portfolios, the low rate environment continues to negatively impact the loan yields and, going forward, will have minimal to no impact on our cost of funds. Increased lending competition in all markets has also unfavorably impacted the pricing for loans.

The net interest margin for the first quarter of 2015 was 3.27%, a decrease of 16 basis points over the fourth quarter of 2014 and a decline of two basis points from the first quarter of 2014. Compared to the fourth quarter of 2014, the decrease in the margin was primarily attributable to a higher level of earning assets reflective of the expected seasonal increase in public funds balances, which accounted for 14 of the 16 basis point reduction in the margin. The lower margin compared to the first quarter of 2014 was also due to a higher level of earning assets.

Historically low interest rates (essentially setting a floor on deposit repricing), foregone interest, unfavorable asset repricing without the flexibility to significantly adjust deposit rates and core deposit growth (which has strengthened our liquidity position, but contributed to an unfavorable shift in our earning asset mix), have all placed pressure on our net interest margin. Our current strategy, which remains consistent with our historical strategy, is to not accept greater interest rate risk by reaching further out on the curve for yield, particularly given the fact that short term rates are at historical lows. We continue to maintain short duration portfolios on both sides of the balance sheet and believe we are well positioned to respond to changing market conditions. Over time, this strategy has historically produced fairly consistent outcomes and a net interest margin that is significantly above peer comparisons.

Provision for Loan Losses

The provision for loan losses for the first quarter of 2015 was $0.3 million compared to $0.6 million for the fourth quarter of 2014 and $0.4 million for the first quarter of 2014. The reduction in the provision from both prior periods reflects favorable problem loan migration, lower loss content, and continued improvement in key credit metrics. Net charge-offs for the first quarter of 2015 totaled $1.7 million, or 0.49% (annualized), of average loans compared to $2.2 million, or 0.61% (annualized), for the fourth quarter of 2014 and $1.3 million, or 0.39% (annualized), for the first quarter of 2014. At March 31, 2015, the allowance for loan losses was $16.1 million, or 1.10% of outstanding loans (net of overdrafts) and provided coverage of 96% of nonperforming loans compared to 1.22% and 105%, respectively, at December 31, 2014, and 1.57% and 64%, respectively, at March 31, 2014.

Charge-off activity for the respective periods is set forth below:

	Three Months Ended
(Dollars in Thousands, except per share data)	March 31, 2015			December 31, 2014			March 31, 2014
CHARGE-OFFS
Commercial, Financial and Agricultural	$	290		$	688		$	11
Real Estate – Construction		—			28			—
Real Estate – Commercial Mortgage		904			957			594
Real Estate – Residential		305			522			731
Real Estate – Home Equity		182			(20	)		403
Consumer		576			608			405
Total Charge-offs		2,257			2,783			2,144

RECOVERIES
Commercial, Financial and Agricultural		55			66			75
Real Estate – Construction		—			2			4
Real Estate – Commercial Mortgage		30			76			27
Real Estate – Residential		48			212			395
Real Estate – Home Equity		24			28			11
Consumer		358			222			288
Total Recoveries		515			606			800

Net Charge-offs	$	1,742		$	2,177		$	1,344

Net Charge-offs (Annualized) as a		0.49	%		0.61	%		0.39	%
Percent of Average Loans Outstanding,
Net of Overdrafts

Noninterest Income

Noninterest income for the first quarter of 2015 totaled $12.8 million, a decrease of $0.2 million, or 1.6%, from the fourth quarter of 2014 attributable to lower deposit fees of $0.5 million that was partially offset by higher mortgage banking fees of $0.2 million and bank card fees of $0.1 million. Compared to the first quarter of 2014, noninterest income increased $0.1 million, or 0.5%, reflective of a $0.4 million increase in mortgage banking fees and a $0.1 million increase in wealth management fees, partially offset by lower deposit fees of $0.3 million and data processing fees of $0.1 million. Noninterest income represented 40.98% of operating revenues in the first quarter of 2015 compared to 40.70% in the fourth quarter of 2014 and 41.15% in the first quarter of 2014. The decrease over the first quarter of 2014 reflects higher net interest income. Due to the death of one of our officers, we expect tax free proceeds from the bank owned life insurance policy in the net amount of approximately $1.7 million to be received during the second quarter of 2015.

The table below reflects the major components of noninterest income.

	Three Months Ended
	March 31,		December 31,		March 31,
(Dollars in Thousands)	2015		2014		2014
Deposit Fees	$	5,541	$	6,027	$	5,869
Bank Card Fees		2,742		2,658		2,707
Wealth Management Fees		2,046		1,988		1,918
Mortgage Banking Fees		987		808		625
Data Processing Fees		373		278		541
Securities Transactions		2		1		—
Other		1,157		1,293		1,125
Total Noninterest Income	$	12,848	$	13,053	$	12,785

Significant components of noninterest income are discussed in more detail below.

Deposit Fees. Deposit fees decreased $486,000, or 8.1%, from the fourth quarter of 2014 and $328,000, or 5.6%, from the first quarter of 2014. The decline from the fourth quarter of 2014 was primarily due to an expected lower utilization of our overdraft protection service during the first quarter as clients receive tax refunds, and to a lesser extent, two fewer processing days in the first quarter of 2014. Compared to the first quarter of 2014, the decline was due to a lower level of overdraft fees generally reflective of improved financial management by our clients.

Bank Card Fees. Bank card fees (including interchange fees and ATM/debit card fees) increased $84,000, or 3.2%, over the fourth quarter of 2014, and $35,000, or 1.3%. over the first quarter of 2014. The increase compared to both prior periods was attributable to higher card activity and spend volume by our clients.

Wealth Management Fees. Wealth management fees include both trust fees (i.e., managed accounts, trusts/estates, and retirement plans) and retail brokerage fees (i.e., investment and insurance products) and totaled $2.0 million for the first quarter of 2015, an increase of $58,000, or 2.9%, over the fourth quarter of 2014 and $128,000 or 6.7%, over the first quarter of 2014. The increase over the fourth quarter of 2014 reflects higher retail brokerage fees of $76,000 partially offset by an $18,000 decrease in trust fees. The increase in retail brokerage fees was attributable to a higher level of account activity by our clients. The slight reduction in trust fees reflects lower account valuations at quarter-end on which fees are based. Compared to the first quarter of 2014, the increase in fees reflects higher retail brokerage fees of $25,000 and trust fees of $103,000. The favorable variance in retail brokerage fees was driven by higher account activity by our clients and growth in new business drove the increase in trust fees. At March 31, 2015, total assets under management were approximately $1.226 billion compared to $1.278 billion at December 31, 2014 and $1.238 billion at March 31, 2014.

Mortgage Banking Fees. Mortgage banking fees increased $179,000, or 22.2%, over the fourth quarter of 2014 and $362,000, or 57.9%, over the first quarter of 2014. Compared to both prior periods, the increase was driven by a pick-up in new home purchase origination and refinancing as well as a higher margin realized on sold loans. The mix of new loan production between home purchase and refinance for the first quarter of 2015 was 79%/21% compared to 81%/19% for the first quarter of 2014.

Data Processing Fees. Data processing fees increased by $95,000, or 34.2%, over the fourth quarter of 2014 and decreased $168,000, or 31.1%, from the first quarter of 2014. The favorable variance compared to the sequential quarter was due to an unfavorable adjustment in the fourth quarter of 2014 related to a government contract for which processing was discontinued. Compared to the first quarter of 2014, the reduction also reflects the loss of the aforementioned government processing contract.

Noninterest Expense

Noninterest expense for the first quarter of 2015 totaled $29.4 million, an increase of $1.1 million, or 3.8%, over the fourth quarter of 2014 and $1.0 million, or 3.6%, over the first quarter of 2014. Compared to the fourth quarter of 2014, the increase reflects higher compensation expense of $0.7 million, other real estate expense of $0.1 million, and other expense (excluding OREO expenses) of $0.3 million. Compared to the first quarter of 2014, the increase was attributable to higher compensation expense of $0.7 million, occupancy expense of $0.1 million, other real estate expense of $0.1 million and other expense (excluding OREO expenses) of $0.1 million. Expense management is an important part of our culture and strategic focus and we will continue to review and evaluate opportunities to optimize our operations, reduce operating costs and manage our discretionary expenses. Higher pension plan expense was the primary reason for the increase in compensation expense compared to both prior periods and is discussed in further detail below.

The table below reflects the major components of noninterest expense.

	Three Months Ended
	March 31,		December 31,		March 31,
(Dollars in Thousands)	2015		2014		2014
Salaries	$	12,515	$	12,306	$	12,531
Associate Benefits		4,009		3,544		3,250
Total Compensation		16,524		15,580		15,781

Premises		2,276		2,360		2,132
Equipment		2,120		2,080		2,166
Total Occupancy		4,396		4,440		4,298

Legal Fees		705		603		781
Professional Fees		1,045		856		1,066
Processing Services		1,778		1,595		1,472
Advertising		340		294		318
Travel and Entertainment		211		230		173
Printing and Supplies		204		153		274
Telephone		535		482		480
Postage		281		261		305
Insurance – Other		705		734		731
Intangible Amortization		—		—		32
Other Real Estate Owned, Net		1,497		1,353		1,399
Miscellaneous		1,169		1,458		1,256
Total Other		8,470		8,019		8,287

Total Noninterest Expense	$	29,390	$	28,309	$	28,366

Significant components of noninterest expense are discussed in more detail below.

Compensation. Compensation expense totaled $16.5 million for the first quarter of 2015, an increase of $674,000, or 4.3%, over the fourth quarter of 2014 due to higher associate benefit expense of $465,000 and higher salary expense of $209,000. The increase in associate benefit expense reflects a $1.0 million increase in pension plan expense partially offset by a $491,000 reduction in stock compensation expense. The increase in our pension plan expense is primarily attributable to the utilization of a lower discount rate in 2015 for determining plan liabilities reflective of a decrease in long-term bond interest rates. Revision to the mortality tables used to calculate pension liabilities also contributed to the increase, but to a lesser extent. The decrease in stock compensation expense was due to the scaled up earn-out achieved in the prior quarter related to 2014 performance that exceeded stock compensation plan goals. The expense for the first quarter of 2015 reflects the reset of our stock performance plans for the new-year. The increase in salary expense was due to higher payroll taxes of $272,000 and unemployment taxes of $116,000, partially offset by lower cash incentive expense of $185,000. The increase in payroll taxes reflects the reset of social security taxes and the increase in unemployment taxes is attributable to timing as a large portion of the annual premium is paid in the first quarter. Compared to the first quarter of 2014, total compensation expense increased $743,000, or 4.7%, primarily attributable to higher pension plan expense reflective of the same unfavorable factors previously noted. Pension plan expense is determined by an external actuarial valuation based on assumptions that are evaluated annually, taking into consideration both current market conditions and anticipated long-term market conditions. A discussion of the sensitivity to these assumptions is detailed in the Critical Accounting Policy section of our 2014 10-K report.

Occupancy. Occupancy expense (including premises and equipment) totaled $4.4 million for the first quarter of 2015, a decrease of $44,000, or 1.0%, from the fourth quarter of 2014 driven by lower expense for furniture/equipment repairs and maintenance. Compared to the first quarter of 2014, occupancy expense increased $98,000, or 2.3%, attributable to higher premises expense, primarily higher building maintenance costs.

Other. Other noninterest expense totaled $8.5 million for the first quarter of 2015, an increase of $451,000, or 5.6%, over the fourth quarter of 2014 and $183,000, or 2.2%, over the first quarter of 2014. The increase compared to the fourth quarter of 2014 was primarily due to higher professional fees of $189,000, processing services of $183,000, OREO expense of $144,000 and legal fees of $102,000, partially offset by lower miscellaneous expense of $289,000. The increase in professional fees was attributable to higher audit and consulting fees. The increase in processing services was attributable to the implementation of a new online and mobile banking platform. The increase in OREO expense was attributable to higher property carrying costs. The increase in legal fees reflects higher fees to support loan workouts. The decrease in miscellaneous expense was due to lower debit card losses and to a lesser extent a reduction in losses from the disposal of fixed assets. The increase compared to the first quarter of 2014 was attributable to higher processing services of $306,000 and OREO expense of $98,000, partially offset by lower legal fees of $76,000, printing and supplies of $70,000, and miscellaneous expense of $87,000. The higher level of processing fees reflects the implementation of the new online and mobile banking platform mentioned previously. The increase in OREO expense was attributable to a higher level of valuation adjustments for properties. A lower level of legal support needed for problem loan collection drove the reduction in legal fees. The decrease in printing and supplies and miscellaneous expense reflects our continued efforts to control operating costs.

Our operating efficiency ratio (expressed as noninterest expense as a percent of the sum of taxable-equivalent net interest income plus noninterest income) was 93.49% for the first quarter of 2015 compared to 88.16% for the fourth quarter of 2014 and 91.02% for the first quarter of 2014. The unfavorable variance in this metric compared to both prior periods was driven by an increase in operating expenses, primarily pension plan expense, which outpaced the increase in operating revenues (net interest income plus noninterest income).

Income Taxes

We realized income tax expense of $0.7 million for the first quarter of 2015 compared to $1.2 million for the fourth quarter of 2014 and an income tax benefit of $1.4 million for the first quarter of 2014. Income taxes for the first quarter of 2014 were favorably impacted by a $2.2 million state tax benefit attributable to an adjustment in our reserve for uncertain tax positions associated with prior year matters.

FINANCIAL CONDITION

Average assets totaled approximately $2.649 billion for the first quarter of 2015, an increase of $98.8 million, or 3.9%, from the fourth quarter of 2014, and an increase of $50.2 million, or 1.9%, from the first quarter of 2014. Average earning assets were $2.306 billion for the first quarter of 2015, an increase of $93.7 million, or 4.2%, over the fourth quarter of 2014 and $38.2 million, or 1.7%, over the first quarter of 2014. The increase in earning assets over the fourth quarter of 2014 reflects a higher level of public funds. The increase in earning assets over the first quarter 2014 primarily reflected a higher level of noninterest bearing deposits. Additionally, growth in both the loan and investment portfolios led to a more favorable earning asset mix compared to both prior periods.

Investment Securities

In the first quarter of 2015, our average investment portfolio increased $58.1 million, or 11.7%, from the fourth quarter of 2014 and increased $150.0 million, or 37.0%, from the first quarter of 2014. As a percentage of average earning assets, the investment portfolio represented 24.1% in the first quarter of 2015, compared to 22.5% in the fourth quarter of 2014 and 17.9% in the first quarter of 2014. The increase in the average balance of the investment portfolio compared to prior periods was primarily attributable to increases in U.S. Treasury purchases, partially offset by declines in municipal securities. These purchases were part of a strategy implemented in the first quarter of 2015 to deploy some of our liquidity. The supply of high quality municipal bonds with attractive spreads over U.S. Treasuries continues to be limited. For the remainder of 2015, we will continue to closely monitor liquidity levels and pledging requirements to assess the need to purchase additional investments, as well as look for new investment products that are prudent relative to our risk profile and the Bank’s overall investment strategy.

The 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”). During the first quarter of 2015, securities were purchased under both the AFS and HTM designations. As of March 31, 2015, $404.9 million, or 68.8% of the investment portfolio was classified as AFS, with the remaining $183.9 million classified as HTM.

At acquisition, the classification of the security will be determined based on how the purchase will affect our asset/liability strategy and future business plans and opportunities. Such decisions will be weighed against multiple factors, including 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 that are HTM will be 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 March 31, 2015, the investment portfolio contained a net pre-tax unrealized gain in the AFS portfolio of $1.7 million compared to $0.5 million at December 31, 2014 and $0.3 million March 31, 2014. At March 31, 2015 there were 148 positions with unrealized losses totaling $451,000. For purposes of this analysis, both AFS and HTM securitizes have been combined. Of the 148 positions, 85 were Ginnie Mae mortgage-backed securities (GNMA), U.S. Treasuries, or SBA securities, all of which carry the full faith and credit guarantee of the U.S. Government. SBA securities float monthly or quarterly to the prime rate and are uncapped. There were 24 SBA positions and 24 GMNA positions in an unrealized loss position for longer than 12 months, and have unrealized losses of $142,000 and $80,000, respectively. There were 61 municipal bonds in an unrealized loss position that were pre-refunded, or rated “AA-“or better. Two of these positions were in an unrealized loss position for longer than 12 months, and had unrealized loss of $3,000. The remaining two securities are Federal Home Loan Bank agency bonds, neither of which has been in an unrealized loss position for longer than 12 months. All positions with unrealized losses are not considered impaired, and are expected to mature at par or better.

The average maturity of the total portfolio at March 31, 2015 was 2.14 years compared to 2.17 years and 2.08 years at December 31, 2014 and March 31, 2014, respectively. The average life of the total portfolio in the first quarter of 2015 was nearly unchanged compared to the previous quarter, and extended compared to the prior year as slightly longer U.S. Treasury and high quality municipal bonds were purchased.

Loans

Average loans increased $21.9 million, or 1.5%, over the fourth quarter of 2014 and $53.1 million, or 3.8%, over the first quarter of 2014. The improvement over both prior periods was primarily driven by growth in the consumer (indirect auto) loan portfolio, and to a lesser extent, the commercial and industrial loan portfolio.

The resolution of problem loans, which includes loan charge-offs and loans transferred to OREO, totaled $4.0 million for the first quarter of 2015, compared to $5.9 million from the fourth quarter of 2014, and $3.4 million from the first quarter of 2014. The problem loan resolutions are based on “as of” balances, not averages.

Without compromising our credit standards or taking on inordinate interest rate risk, we have modified several lending programs in our business, commercial real estate, and consumer portfolios to try to mitigate the significant impact that consumer and business deleveraging is having on our portfolio. These programs have helped to increase overall production.

Nonperforming Assets

Nonperforming assets (nonaccrual loans and OREO) totaled $50.6 million at the end of the first quarter of 2015, a decrease of $1.8 million (3.5%) from the fourth quarter of 2014 and $28.0 million (35.6%) from the first quarter of 2014. Nonaccrual loans totaled $16.8 million at the end of the first quarter of 2015, comparable to the fourth quarter of 2014 and a decrease of $17.8 million from the first quarter of 2014. Nonaccrual loan additions in the first quarter of 2015 totaled $5.8 million compared to $5.8 million and $7.5 million for the fourth and first quarters of 2014, respectively. The balance of OREO totaled $33.8 million at the end of the first quarter of 2015, a decrease of $1.8 million and $10.2 million, respectively, from the fourth and first quarters of 2014. For the first quarter of 2015, we added properties totaling $1.7 million, sold properties totaling $2.8 million, and recorded valuation adjustments totaling $0.7 million. Nonperforming assets represented 1.88% of total assets at March 31, 2015 compared to 2.00% at December 31, 2014 and 2.98% at March 31, 2014.

(Dollars in Thousands)	March 31, 2015			December 31, 2014			March 31, 2014
Nonaccruing Loans:
Commercial, Financial and Agricultural	$	626		$	507		$	151
Real Estate - Construction		424			424			581
Real Estate - Commercial Mortgage		6,909			5,806			23,013
Real Estate - Residential		6,123			6,737			6,892
Real Estate - Home Equity		2,253			2,544			3,373
Consumer		455			751			548
Total Nonperforming Loans (“NPLs”)⁽¹⁾	$	16,790		$	16,769		$	34,558
Other Real Estate Owned		33,835			35,680			44,036
Total Nonperforming Assets (“NPAs”)	$	50,625		$	52,449		$	78,594

Past Due Loans 30 – 89 Days	$	3,689		$	6,792		$	4,902
Past Due Loans 90 Days or More (accruing)		—			—			—
Performing Troubled Debt Restructurings		42,590			44,410			46,249
Nonperforming Loans/Loans		1.15	%		1.16	%		2.46	%
Nonperforming Assets/Total Assets		1.88			2.00			2.98
Nonperforming Assets/Loans Plus OREO		3.38			3.55			5.42
Allowance/Nonperforming Loans		95.83	%		104.60	%		63.98	%

(1) Nonperforming TDRs are included in the Nonaccrual/NPL totals

Activity within our nonperforming asset portfolio is provided in the table below.

	Three Months Ended March 31,
(Dollars in Thousands)	2015			2014
NPA Beginning Balance:	$	52,449		$	85,035
Change in Nonaccrual Loans:
Beginning Balance		16,769			36,964
Additions		5,767			7,498
Charge-Offs		(1,620	)		(1,862	)
Transferred to OREO		(617	)		(1,276	)
Paid Off/Payments		(944	)		(2,627	)
Restored to Accrual		(2,565	)		(4,139	)
Ending Balance		16,790			34,558

Change in OREO:
Beginning Balance		35,680			48,071
Additions		1,742			1,290
Valuation Write-downs		(801	)		(730	)
Sales		(2,737	)		(4,595	)
Other		(49	)		—
Ending Balance		33,835			44,036

NPA Net Change		(1,824	)		(6,441	)
NPA Ending Balance	$	50,625		$	78,594

Activity within our TDR portfolio is provided in the table below.

	Three Months Ended March 31,
(Dollars in Thousands)	2015			2014
TDR Beginning Balance:	$	46,654		$	55,770
Additions		894			1,810
Charge-Offs		(1	)		(98	)
Paid Off/Payments		(438	)		(513	)
Removal Due to Change in TDR Status		(202	)		—
Defaults		(2,214	)		(4,431	)
TDR Ending Balance	$	44,693		$	52,538

Allowance for Loan Losses

We maintain an allowance for loan losses at a level that management believes to be sufficient to provide for probable losses inherent in the loan portfolio as of the balance sheet date. Credit losses arise from borrowers’ inability or unwillingness to repay, and from other risks inherent in the lending process, including collateral risk, operations risk, concentration risk and economic risk. As such, all related risks of lending are considered when assessing the adequacy of the allowance. The allowance for loan losses is established through a provision charged to expense. Loans are charged against the allowance when losses are probable and reasonably quantifiable. The allowance for loan losses is based on management’s judgment of overall credit quality. This is a significant estimate based on a detailed analysis of the loan portfolio. The balance can and will change based on changes in the assessment of the loan portfolio’s overall credit quality and other risk factors both internal and external to us. We evaluate the adequacy of the allowance for loan losses on a quarterly basis.

The allowance for loan losses was $16.1 million at March 31, 2015 compared to $17.5 million at December 31, 2014 and $22.1 million at March 31, 2014. The allowance for loan losses was 1.10% of outstanding loans and provided coverage of 96% of nonperforming loans at March 31, 2015 compared to 1.22% and 105%, respectively, at December 31, 2014 and 1.57% and 64%, respectively, at March 31, 2014. The reduction in the allowance for loan losses from the same prior year period was primarily attributable to a decline in general reserves reflective of slower problem loan migration, lower loan loss experience, as well as continued improvement in credit quality metrics. A decrease in our impaired loan balance and related reserves contributed to a lesser extent and reflects slower inflow and successful resolutions, as well as lower loss content. It is management’s opinion that the allowance at March 31, 2015 is adequate to absorb losses inherent in the loan portfolio at quarter-end.

Deposits

Average total deposits were $2.163 billion for the first quarter of 2015, an increase of $86.0 million, or 4.1%, over the fourth quarter of 2014 and $38.4 million, or 1.8%, over the first quarter of 2014. The increase in deposits when compared to the fourth quarter of 2014 reflects higher public funds deposits and savings accounts, partially offset by declines in money markets and noninterest bearing deposits. The higher level of deposits when compared to the first quarter of 2014 is primarily attributable to increased balances of noninterest bearing, public NOW and savings accounts, partially offset by a decline in money market accounts and certificates of deposit. The seasonal inflows of public funds started in the fourth quarter of 2014 and are expected to be at or near their peak for this cycle, with balances declining into the fourth quarter of 2015.

Deposit levels remain strong and our mix of deposits continues to improve as higher cost certificates of deposit are replaced with lower rate non-maturity deposits and noninterest-bearing demand accounts. Prudent pricing discipline will continue to be the key to managing our mix of deposits. Therefore, we do not attempt to compete with higher rate paying competitors for deposits.

MARKET RISK AND INTEREST RATE SENSITIVITY

Market Risk and Interest Rate Sensitivity

Overview. Market risk management arises from changes in interest rates, exchange rates, commodity prices, and equity prices. We have risk management policies to monitor and limit exposure to market risk and 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 re-price on a different basis than interest-earning assets. When interest-bearing liabilities mature or re-price 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 re-price more quickly than interest-bearing liabilities, falling interest rates could result in a decrease in net interest income. Net interest income is also affected by changes in the portion of interest-earning assets that are funded by interest-bearing liabilities rather than by other sources of funds, such as noninterest-bearing deposits and shareowners’ equity.

We have established 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.

We prepare a current base case and three alternative simulations, at least once per quarter, and report the analysis to the Board of Directors. In addition, more frequent forecasts may be produced when interest rates are particularly uncertain or when other business conditions so dictate.

Our interest rate risk management goal is to avoid unacceptable variations in net interest income and capital levels due to fluctuations in market rates. Management attempts 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 maintaining our core deposits as a significant component of our total funding sources, and by adjusting pricing rates to market conditions on a continuing basis.

The balance sheet is subject to testing for interest rate shock possibilities to indicate the inherent interest rate risk. Average interest rates are shocked by plus or minus 100, 200, and 300 basis points (“bp”), although we may elect not to use particular scenarios that we determined are impractical in a current rate environment. It is management’s goal to structure the balance sheet so that net interest earnings at risk over a 12-month period and the economic value of equity at risk do not exceed policy guidelines at the various interest rate shock levels.

We augment our interest rate shock analysis with alternative external interest rate scenarios on a quarterly basis. These alternative interest rate scenarios may include non-parallel rate ramps.

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, usually one year. They do not necessarily indicate the long-term prospects or economic value of the institution.

ESTIMATED CHANGES IN NET INTEREST INCOME ⁽¹⁾

Changes in Interest Rates	+300 bp	+200 bp	+100 bp	-100 bp
Policy Limit	-10.0%	-7.5%	-5.0%	-5.0%
March 31, 2015	4.5%	2.2%	1.1%	-4.3%
December 31, 2014	2.7%	4.0%	-1.1%	-2.9%

The Net Interest Income at Risk position was slightly more favorable at the end of the first quarter of 2015, when compared to the prior quarter-end when rates rise by 100 and 300 basis points. The favorable change from the prior quarter end reflects higher levels of repricing assets, primarily loans and investments and adjustments to our deposit betas based on a recent core deposit study.. Our largest exposure is when rates decline 100 basis points, with a measure of -4.3%. All measures of net interest income at risk are within our prescribed policy limits.

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, and discounting the cash flows to estimate the present value of assets and liabilities. The difference between these discounted values of the assets and liabilities is the economic value of equity, which, in theory, approximates the fair value of our net assets.

ESTIMATED CHANGES IN ECONOMIC VALUE OF EQUITY ⁽¹⁾

Changes in Interest Rates	+300 bp	+200 bp	+100 bp	-100 bp
Policy Limit	-12.5%	-10.0%	-7.5%	-7.5%
March 31, 2015	15.6%	9.0%	5.4%	-5.7%
December 31, 2014	-2.1%	1.0%	-3.3%	-8.3%

⁽¹⁾

Down 200 and 300 basis point scenarios have been excluded due to the current historically low interest rate environment.

As of March 31, 2015, the economic value of equity in all rate scenarios versus the base case was more favorable than it was as of December 31, 2014. The current economic value of equity sensitivity measures reflects a more asset sensitive bias than last quarter’s results due to the completion and incorporation of a statistical study of the price sensitivity and decay rate of our core deposit base into the interest rate risk model. In addition, current valuations shown for loans reflect a change in the discount benchmarks used to estimate the economic value of these assets, resulting in higher asset values. All measures of economic value of equity were within our prescribed policy limits.

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 or repay deposits and 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, 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. Our principal source of funding has been our client deposits, supplemented by our short-term and long-term borrowings, primarily from 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.

As of March 31, 2015, we have the ability to generate $991.4 million in additional liquidity through all of our available resources. In addition to 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 Contingency 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 that certain credit facilities may no longer be available. A liquidity stress test is completed on a quarterly basis based on events that could potentially occur at the Bank with results reported to ALCO, our Market Risk and Oversight Committee, and the Board of Directors. The liquidity available to us is considered sufficient to meet our ongoing needs.

We view our investment portfolio primarily as a source of liquidity and have the option to pledge the portfolio as collateral for borrowings or deposits, and/or sell selected securities. The portfolio consists of debt issued by the U.S. Treasury, U.S. governmental and federal agencies, and municipal governments. The weighted average life of the portfolio is approximately 2.14 years, and as of March 31, 2015 had a net unrealized pre-tax gain of $1.7 million in the available-for-sale portfolio.

Our average liquidity (defined as funds sold plus interest bearing deposits with other banks less funds purchased) was $302.4 million during the first quarter of 2015 compared to an average net overnight funds sold position of $288.6 million in the fourth quarter of 2014 and an average overnight funds sold position of $467.3 million in the first quarter of 2014. The increase in overnight funds compared to the fourth quarter of 2014 reflects higher public funds balances. The decrease relative to the first quarter of 2014 is primarily attributable to growth in both the loan and investment portfolios.

Capital expenditures are estimated to approximate $5.0 million over the next 12 months, which will consist primarily of office remodeling, office equipment/furniture, and technology purchases. Management believes that these capital expenditures will be funded with existing resources without impairing our ability to meet our on-going obligations.

Borrowings

At March 31, 2015, advances from the FHLB consisted of $31.2 million in outstanding debt representing 31 notes. During the first quarter of 2015, the Bank made FHLB advance payments totaling approximately $1.9 million, which included two maturing advances totaling $1.2 million. No additional FHLB advances were obtained. The FHLB notes are collateralized by a blanket floating lien on all of our 1-4 family residential mortgage loans, commercial real estate mortgage loans, and home equity mortgage loans.

We have issued two junior subordinated deferrable interest notes to our 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. The interest payment for the CCBG Capital Trust I borrowing is due quarterly and adjusts quarterly to a variable rate of LIBOR plus a margin of 1.90%. This note matures on December 31, 2034. The interest payment for the CCBG Capital Trust II borrowing is due quarterly and adjusts annually to a variable rate of LIBOR plus a margin of 1.80%. This note matures on June 15, 2035. The proceeds of these borrowings were used to partially fund acquisitions. Under the terms of each junior subordinated deferrable interest note, in the event of default or if we elect to defer interest on the note, we may not, with certain exceptions, declare or pay dividends or make distributions on our capital stock or purchase or acquire any of our capital stock.

Capital

Equity capital was $274.1 million as of March 31, 2015, compared to $272.5 million as of December 31, 2014 and $279.9 million as of March 31, 2014. Our leverage ratio was 10.73%, 10.99%, and 10.47%, respectively, and our tangible capital ratio was 7.26%, 7.38%, and 7.66%, respectively, for the same periods. Our risk-adjusted capital ratio of 17.11% at March 31, 2015, exceeds the 10% threshold to be designated as “well-capitalized” under the risk-based regulatory guidelines. The seasonal inflow of public funds deposits drove assets higher for the first quarter of 2015 and had an unfavorable impact on our leverage and tangible common equity ratios. Basel III capital standards became effective for the first quarter of 2015 reporting period and as such the risk weighting of assets and the treatment of certain capital elements have been revised in our capital ratios. Under these new requirements, we will begin publishing a new regulatory capital ratio, common equity tier 1 capital, which was 12.57% at March 31, 2015, significantly exceeding the current regulatory “well capitalized” threshold of 6.50%. During the first three months of 2015, shareowners’ equity increased $1.5 million, or 2.3%, on an annualized basis. During this same period, shareowners’ equity was positively impacted by net income of $1.0 million, stock compensation accretion of $0.2 million, a $0.7 million net increase in the unrealized gain on investment securities, and net adjustments totaling $0.1 million related to transactions under our stock compensation plans. Shareowners’ equity was reduced by a common stock cash dividend of $0.5 million.

At March 31, 2015, our common stock had a book value of $15.59 per diluted share compared to $15.53 at December 31, 2014 and $16.02 at March 31, 2014. Book value is impacted by changes in the amount of our net unrealized gain or loss on investment securities available-for-sale and changes to the amount of our unfunded pension liability both of which are recorded through other comprehensive income. At March 31, 2015, the net unrealized gain on investment securities available for sale was $0.8 million and the amount of our unfunded pension liability was $21.6 million.

In February 2014, our Board of Directors authorized the repurchase of up to 1,500,000 shares of our outstanding common stock. Repurchases may be made in the open market or in privately negotiated transactions; however, we are not obligated to repurchase any specified number of shares. During 2014, we repurchased 19,600 shares of our outstanding common stock at an average price of $13.69 per share under the plan. We did not repurchase any shares during the first quarter of 2015.

OFF-BALANCE SHEET ARRANGEMENTS

We do not currently engage in the use of derivative instruments to hedge interest rate risks. However, we are a party to financial instruments with off-balance sheet risks in the normal course of business to meet the financing needs of our clients.

At March 31, 2015, we had $319.6 million in commitments to extend credit and $7.4 million in standby letters of credit. Commitments to extend credit are agreements to lend to a client so long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments 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 us to guarantee the performance of a client to a third party. We use the same credit policies in establishing commitments and issuing letters of credit as we do for on-balance sheet instruments.

If commitments arising from these financial instruments continue to require funding at historical levels, management does not anticipate that such funding will adversely impact its ability to meet on-going obligations. In the event these commitments require funding in excess of historical levels, management believes current liquidity, advances available from the FHLB and the Federal Reserve, and investment security maturities provide a sufficient source of funds to meet these commitments.

CRITICAL ACCOUNTING POLICIES

Our significant accounting policies are described in Note 1 to the Consolidated Financial Statements included in our 2014 Form 10-K. The preparation of our Consolidated Financial Statements in accordance with accounting principles generally accepted in the United States (“GAAP”) and reporting practices applicable to the banking industry requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and to disclose contingent assets and liabilities. Actual results could differ from those estimates.

We have identified accounting for (i) the allowance for loan and lease losses, (ii) valuation of goodwill and other intangible assets, and (iii) pension benefits as our most critical accounting policies and estimates in that they are important to the portrayal of our financial condition and results, and they require our subjective and complex judgment as a result of the need to make estimates about the effects of matters that are inherently uncertain. These accounting policies, including the nature of the estimates and types of assumptions used, are described throughout this Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations, and Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our 2014 Form 10-K.

TABLE I

AVERAGE BALANCES & INTEREST RATES

	Three Months Ended
	March 31, 2015								December 31, 2014								March 31, 2014
(Taxable Equivalent Basis - Dollars in Thousands)	Average Balance			Interest		Average Rate			Average Balance			Interest		Average Rate			Average Balance			Interest		Average Rate
ASSETS
Loans, Net of Unearned Income(1)(2)	$	1,448,617		$	17,909		5.01	%	$	1,426,756		$	18,670		5.19	%	$	1,395,506		$	18,161		5.28	%
Taxable Investment Securities		491,637			1,198		0.98			423,136			964		0.90			290,942			709		0.88
Tax-Exempt Investment Securities(2)		63,826			154		0.96			74,276			161		0.87			114,542			213		0.74
Funds Sold		302,405			189		0.25			288,613			181		0.25			467,330			291		0.25
Total Earning Assets		2,306,485			19,450		3.42	%		2,212,781			19,976		3.58	%		2,268,320			19,374		3.46	%
Cash & Due From Banks		48,615								45,173								48,084
Allowance for Loan Losses		(17,340	)							(19,031	)							(23,210	)
Other Assets		310,791								310,813								305,113
TOTAL ASSETS	$	2,648,551							$	2,549,736							$	2,598,307

LIABILITIES
NOW Accounts	$	794,308		$	68		0.03	%	$	689,572		$	57		0.03	%	$	770,302		$	104		0.05	%
Money Market Accounts		254,483			41		0.07			267,703			46		0.07			274,015			48		0.07
Savings Accounts		242,256			30		0.05			233,161			29		0.05			218,825			26		0.05
Other Time Deposits		194,655			107		0.22			197,129			111		0.22			215,291			130		0.24
Total Interest Bearing Deposits		1,485,702			246		0.07	%		1,387,565			243		0.07	%		1,478,433			308		0.08	%
Short-Term Borrowings		49,809			21		0.17			46,055			24		0.21			46,343			20		0.18
Subordinated Notes Payable		62,887			332		2.11			62,887			333		2.07			62,887			331		2.10
Other Long-Term Borrowings		30,751			240		3.16			31,513			252		3.17			37,055			291		3.18
Total Interest Bearing Liabilities		1,629,149			839		0.21	%		1,528,020			852		0.22	%		1,624,718			950		0.24	%
Noninterest Bearing Deposits		677,674								689,800								646,527
Other Liabilities		66,424								45,887								47,333
TOTAL LIABILITIES		2,373,247								2,263,707								2,318,578

SHAREOWNERS’ EQUITY
TOTAL SHAREOWNERS’ EQUITY		275,304								286,029								279,729

TOTAL LIABILITIES & EQUITY	$	2,648,551							$	2,549,736							$	2,598,307

Interest Rate Spread							3.21	%							3.36	%							3.23	%
Net Interest Income				$	18,611							$	19,124							$	18,424
Net Interest Margin(3)							3.27	%							3.43	%							3.29	%

⁽¹⁾

Average balances include nonaccrual loans. Interest income for the periods in this table includes loan fees of $394,000, $432,000, and $410,000.

⁽²⁾

Interest income includes the effects of taxable equivalent adjustments using a 35% tax rate.

⁽³⁾

Taxable equivalent net interest income divided by average earning assets.

Item 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

See “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. Management has determined that no additional disclosures are necessary to assess changes in information about market risk that have occurred since December 31, 2014.

Item 4.

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

As of March 31, 2015, the end of the period covered by this Form 10-Q, our management, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934). Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer each concluded that as of March 31, 2015, the end of the period covered by this Form 10-Q, we maintained effective disclosure controls and procedures.

Changes in Internal Control over Financial Reporting

Our management, including the Chief Executive Officer and Chief Financial Officer, has reviewed our internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934). There have been no significant changes in our internal control over financial reporting during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II.

OTHER INFORMATION

Item 1.

Legal Proceedings

We are party to lawsuits arising out of the normal course of business. In management’s opinion, there is no known pending 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 1A.

Risk Factors

In addition to the other information set forth in this Quarterly Report, you should carefully consider the factors discussed in Part I, Item 1A. “Risk Factors” in our 2014 Form 10-K, as updated in our subsequent quarterly reports. The risks described in our 2014 Form 10-K are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3.

Defaults Upon Senior Securities

None.

Item 4.

Mine Safety Disclosure

None.

Item 5.

Other Information

None.

Item 6.

Exhibits

(A)

Exhibits

10.1

Participant Agreement, dated February 25, 2015, by and between Thomas A. Barron and Capital City Bank Group, Inc. – incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K (filed 2/25/15) (No. 000-13358).

31.1

Certification of William G. Smith, Jr., Chairman, President and Chief Executive Officer of Capital City Bank Group, Inc., Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.

31.2

Certification of J. Kimbrough Davis, Executive Vice President and Chief Financial Officer of Capital City Bank Group, Inc., Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.

32.1

Certification of William G. Smith, Jr., Chairman, President and Chief Executive Officer of Capital City Bank Group, Inc., Pursuant to 18 U.S.C. Section 1350.

32.2

Certification of J. Kimbrough Davis, Executive Vice President and Chief Financial Officer of Capital City Bank Group, Inc., Pursuant to 18 U.S.C. Section 1350.

101.INS

XBRL Instance Document

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

SIGNATURES

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)

/s/ J. Kimbrough Davis
J. Kimbrough Davis
Executive Vice President and Chief Financial Officer
(Mr. Davis is the Principal Financial Officer and has been duly authorized to sign on behalf of the Registrant)

Date: May 8, 2015

Exhibit Index

Exhibit

Description

10.1

31.1

Certification of William G. Smith, Jr., Chairman, President and Chief Executive Officer of Capital City Bank Group, Inc., Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.

31.2

Certification of J. Kimbrough Davis, Executive Vice President and Chief Financial Officer of Capital City Bank Group, Inc., Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.

32.1

Certification of William G. Smith, Jr., Chairman, President and Chief Executive Officer of Capital City Bank Group, Inc., Pursuant to 18 U.S.C. Section 1350.

32.2

Certification of J. Kimbrough Davis, Executive Vice President and Chief Financial Officer of Capital City Bank Group, Inc., Pursuant to 18 U.S.C. Section 1350.

101.INS

XBRL Instance Document

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