Capital City Bank Group, Inc. Reports First Quarter 2009 Results


TALLAHASSEE, Fla., April 20, 2009 (GLOBE NEWSWIRE) -- Capital City Bank Group, Inc. (Nasdaq:CCBG) today reported net income for the first quarter of 2009 totaling $.7 million ($0.04 per diluted share) compared to a net loss of $1.7 million ($0.10 per diluted share) in the fourth quarter of 2008 and net income of $7.3 million ($0.42 per diluted share) for the first quarter of 2008. Earnings for the first quarter of 2008 included a $2.4 million pre-tax gain from the redemption of Visa shares related to their initial public offering and the reversal of $1.1 million (pre-tax) in litigation reserves related to certain Visa litigation.

"In a continuing tough operating environment, we grew our loan portfolio by $24 million or 1.2% and maintained our focus on prudently managing the net interest margin, despite historically low interest rates. Our margin at 5.16% was 43 basis points higher than a year ago, and better than the linked fourth quarter after adjusting for the recovery of interest income on the resolution of a problem loan late last year," said William G. Smith, Jr., Chairman, President and Chief Executive Officer of Capital City Bank Group.

"During the first quarter, the principal measures of our capital adequacy remained strong and better than a year ago. Even though we declined participation in TARP, our total capital ratio ranks in the top quartile of our peer group(1). At March 31, 2009, our risk based and tangible capital ratios were 14.40% and 7.63%, respectively.

"Nonperforming assets amounted to 6.39% of loans and other real estate at the end of the first quarter, compared to 5.48% at year-end 2008 and 2.14% at the end of the first quarter of 2008, which is indicative of the severity and persistence of economic weakness across our markets. Nonaccrual loans were up $13.3 million over year-end levels, mostly due to the addition of three large real estate loan relationships, including a student housing development and two single-family residential projects.

"We believe we are currently dedicating sufficient resources and talent to understand, monitor and eventually resolve our problem assets. Certainly we are in the grip of prolonged adverse economic conditions that have elevated credit quality and the resolution of problem loans to top-of-mind status among investors. But our execution of the fundamentals of profitable community banking -- basic lending, rational deposit gathering and good expense management -- continues to be both prudent and consistent," said Smith.

The Return on Average Assets was .11% and the Return on Average Equity was .94% for the first quarter of 2009. These metrics were 1.11% and 9.87% for the comparable quarter in 2008 and -.28% and -2.24% for the fourth quarter of 2008, respectively.

Discussion of Financial Condition

Average earning assets were $2.166 billion for the first quarter of 2009, an increase of $15.4 million, or 0.71% from the fourth quarter of 2008, and a decrease of $135.2 million, or 5.88% from the first quarter of 2008. The increase from the fourth quarter is primarily attributable to a $24.0 million increase in the loan portfolio, which was partially funded by a reduction of $6.4 million in short-term investments. Compared to the first quarter of 2008, the decrease in earning assets primarily reflects a reduction in short-term investments driven by the decline in client deposits (see discussion below), partially offset by a $54.5 million increase in average loans and a $6.5 million increase in investment securities. Our loan production began increasing during the second half of 2008 and this trend continues through the recent quarter due to the efforts of our bankers to reach clients who are interested in moving or expanding their banking relationships. Year over year, growth was primarily attributable to commercial real estate mortgages and home equity loans.

Nonperforming assets of $126.8 million increased from the linked fourth quarter by $18.9 million and from the first quarter of 2008 by $85.7 million. Nonaccrual loans increased $13.3 million and $74.8 million, respectively, from the same prior-year periods. A large portion of the increase in nonaccrual loans in the first quarter is due to the addition of three large real estate loan relationships, including a student housing development ($5.5 million) and two residential single-family developments ($5.8 million). Vacant residential land loans represented 48% of our nonaccrual balance at quarter end. In aggregate, a reserve equal to approximately 29% has been allocated to these land loans. Restructured loans totaled $5.2 million at the end of the first quarter reflecting an increase of $3.5 million over year-end and $3.2 million over first quarter 2008. Other real estate owned totaled $11.4 million at the end of the quarter compared to $9.2 million at year-end 2008 and $3.8 million at the end of the first quarter of 2008. Nonperforming assets represented 6.39% of loans and other real estate at the end of the first quarter compared to 5.48% at year-end 2008 and 2.14% at the end of the first quarter of 2008.

Average total deposits were $1.946 billion for the first quarter, an increase of $11.5 million, or 0.6%, from the fourth quarter and a decrease of $191.5 million, or 8.9%, from the first quarter of 2008. On a linked quarter basis, the increase in deposits reflects higher public funds accounts, primarily in negotiated accounts and certificates of deposit, which have been partially offset by declining money market balances. The decline from the first quarter of 2008 reflects a lower level of NOW account balances (primarily public funds and legal settlement accounts), money market account balances and certificates of deposit balances.

We believe the decline in the public funds is partially attributable to certain public entity clients seeking higher yield. Compared to the first quarter of 2008, a majority of the decrease in deposits has been realized in the money market and certificates of deposit categories. The decrease in the money market accounts is due to lower balances maintained by both businesses and individuals, which we believe is attributable to lower rates and distressed economic conditions. We believe the decline in the certificate of deposit category reflects a combination of proceeds migrating to other deposit categories, as well as transferring to higher rate paying competitors. Despite the disruption in the market, we continue to pursue prudent pricing discipline and have chosen not to compete with higher rate paying competitors for these deposits.

We maintained an average net overnight funds (deposits with banks plus Fed funds sold less Fed funds purchased) purchased position of $33.9 million during the first quarter of 2009 compared to an average net overnight funds purchased position of $18.0 million in the fourth quarter of 2008 and an average overnight funds sold position of $186.8 million in the first quarter of 2008. The unfavorable variance in the funds position primarily reflects a decline in deposit balances as discussed above, coupled with growth in the loan portfolio. During the first quarter of 2009, we repurchased approximately 146,000 shares of our common stock at a weighted average stock price of $10.65.

Discussion of Operating Results

Tax equivalent net interest income for the first quarter of 2009 was $27.6 million compared to $28.4 million for the fourth quarter of 2008 and $27.1 million for the first quarter of 2008. The decrease in the net interest income on a linked quarter basis is partially due to two less calendar days in the first quarter. Additionally, the fourth quarter of 2008 was favorably impacted by a $784,000 interest recovery attributable to the resolution of a problem loan, which we acquired in one of our bank acquisitions several years ago. Lower foregone interest on nonaccrual loans and an increase in loan fees partially offset the decline in net interest income.

The increase in the net interest margin compared to the first quarter of 2008 primarily reflects aggressive deposit repricing in response to the rate reductions initiated by the Federal Reserve, partially offset by higher foregone interest on nonaccrual loans, a reduction in loan fees and one less calendar day in the first quarter of 2009.

The net interest margin of 5.16% declined by 10 basis points over the linked quarter and improved 43 basis points over the first quarter of 2008. The interest recovery recorded on the resolution of a problem loan added 15 basis points to the margin in the fourth quarter of 2008. The improvement in the margin over the linked quarter (after adjusting for the interest recovery in the fourth quarter) is attributable to the aggressive deposit repricing and, relative to the first quarter of 2008, the improvement is primarily attributable to both deposit repricing and a favorable shift in the mix of deposits.

The provision for loan losses for the current quarter was $8.4 million compared to $12.5 million in the fourth quarter of 2008 and $4.1 million for the first quarter of 2008. The provision for the current quarter reflects a higher level of required reserves for impaired loans, primarily related to newly identified nonaccrual loans. An increase in loan loss factors and a higher level of internally identified problem loans also impacted the level of loan loss provision for the quarter. Net charge-offs in the first quarter totaled $5.2 million, or 1.08%, of average loans compared to $6.0 million, or 1.24% in the fourth quarter and $1.9 million, or .41% in the first quarter of 2008. At quarter-end, the allowance for loan losses was 2.04% of outstanding loans (net of overdrafts) and provided coverage of 35% of nonperforming loans.

Noninterest income for the first quarter increased $731,000, or 5.5%, over the fourth quarter of 2008 and declined $3.8 million, or 21.1%, from the first quarter of 2008. Compared to the fourth quarter, the increase is primarily due to higher mortgage banking fees and bank card fees. The increase in mortgage banking fees reflects an 82% increase in secondary market loan production over the prior quarter, primarily driven by homeowner refinancings. The higher level of bank card fees is primarily due to fee adjustments implemented during the first quarter of 2009. Compared to the first quarter of 2008, the decline is due to a $2.4 million gain from the redemption of Visa shares, which was recognized in the first quarter of 2008, and a lower level of merchant fees attributable to the sale of a portion of the merchant services portfolio, which occurred in third quarter of 2008.

Noninterest expense increased $1.3 million, or 4.0%, from the fourth quarter of 2008 and $2.5 million, or 8.3%, from the first quarter of 2008. Compared to the fourth quarter, the increase was due to higher compensation expense of $1.7 million, primarily reflective of an increase in pension plan expense ($904,000) and associate salary expense ($649,000). The increase in pension cost is primarily due to a decline in the value of pension assets during 2008. The increase in associate salary expense reflects annual merit raises, but more significantly a higher accrual for performance incentives, which is typical in the first quarter as incentive plan expense is reset to its par level and then subsequently adjusted throughout the year based on actual performance. Compared to the first quarter of 2008, the impact of a one-time entry of $1.1 million to reverse a portion of our Visa litigation accrual, the reversal of $577,000 in accrued expense for our 2011 Incentive Plan (terminated in the first quarter of 2008), and higher FDIC insurance premiums of approximately $700,000 drove the increase. Higher pension plan expense of $1.0 million also contributed to the year over year variance.

About Capital City Bank Group, Inc.

Capital City Bank Group, Inc. (Nasdaq:CCBG) is one of the largest publicly traded financial services companies headquartered in Florida and has approximately $2.5 billion in assets. The Company provides a full range of banking services, including traditional deposit and credit services, asset management, trust, mortgage banking, merchant services, bankcards, data processing and securities brokerage services. The Company's bank subsidiary, Capital City Bank, was founded in 1895 and now has 68 banking offices and 80 ATMs in Florida, Georgia and Alabama. Since 2005, the Company has been named as a Dividend Achiever by Mergent, Inc., a leading provider of information on publicly traded companies. To be named a Dividend Achiever, a public company must have increased its regular cash dividends for at least 10 consecutive years. For more information about Capital City Bank Group, Inc., visit www.ccbg.com.

FORWARD-LOOKING STATEMENTS

Forward-looking statements in this Press Release are based on current plans and expectations that are subject to uncertainties and risks, which could cause the Company's future results to differ materially. The following factors, among others, could cause the Company's actual results to differ: the frequency and magnitude of foreclosure of the Company's loans; the effects of the Company's lack of a diversified loan portfolio, including the risks of geographic and industry concentrations; the accuracy of the Company's financial statement estimates and assumptions, including the estimate for the Company's loan loss provision; the Company's ability to integrate acquisitions; the strength of the U.S. economy and the local economies where the Company conducts operations; harsh weather conditions; fluctuations in inflation, interest rates, or monetary policies; changes in the stock market and other capital and real estate markets; legislative or regulatory changes; customer acceptance of third-party products and services; increased competition and its effect on pricing; technological changes; the effects of security breaches and computer viruses that may affect the Company's computer systems; changes in consumer spending and savings habits; the Company's growth and profitability; changes in accounting; and the Company's ability to manage the risks involved in the foregoing. Additional factors can be found in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2008, and the Company's other filings with the SEC, which are available at the SEC's internet site (http://www.sec.gov). Forward-looking statements in this Press Release speak only as of the date of the Press Release, and the Company assumes no obligation to update forward-looking statements or the reasons why actual results could differ.

(1) Publicly traded $1-$5 billion Banks (Source: SNL-Southeastern Commercial Banks - 12/31/2008)



 EARNINGS HIGHLIGHTS
 ---------------------------------------------------------------------
                                               Three Months Ended
                                          ----------------------------
 (Dollars in thousands, except per share   Mar 31,   Dec 31,   Mar 31,
  data)                                     2009      2008      2008
 ---------------------------------------------------------------------
 EARNINGS
 Net Income                               $   650   $(1,703)     7,280
 Diluted Earnings Per Common Share        $  0.04   $ (0.10)      0.42
 ---------------------------------------------------------------------
 PERFORMANCE
 Return on Average Equity                    0.94%    -2.24%     9.87%
 Return on Average Assets                    0.11%    -0.28%     1.11%
 Net Interest Margin                         5.16%     5.26%     4.73%
 Noninterest Income as % of Operating
  Revenue                                   34.22%    32.42%    40.22%
 Efficiency Ratio                           75.07%    71.21%    63.15%
 ---------------------------------------------------------------------
 CAPITAL ADEQUACY
 Tier 1 Capital Ratio                       13.09%    13.34%    12.94%
 Total Capital Ratio                        14.40%    14.69%    14.01%
 Tangible Capital Ratio                      7.63%     7.76%     7.73%
 Leverage Ratio                             11.25%    11.51%    10.50%
 Equity to Assets                           11.02%    11.20%    11.06%
 ---------------------------------------------------------------------
 ASSET QUALITY
 Allowance as % of Non-Performing Loans     34.82%    37.52%    54.32%
 Allowance as a % of Loans                   2.04%     1.89%     1.06%
 Net Charge-Offs as % of Average Loans       1.08%     1.24%     0.41%
 Nonperforming Assets as % of Loans and
  ORE                                        6.39%     5.48%     2.14%
 ---------------------------------------------------------------------
 STOCK PERFORMANCE
 High                                     $ 27.31   $ 33.32   $ 29.99
 Low                                      $  9.50   $ 21.06   $ 24.76
 Close                                    $ 11.46   $ 27.24   $ 29.00
 Average Daily Trading Volume              75,117    43,379    31,827
 ---------------------------------------------------------------------


 CAPITAL CITY BANK GROUP, INC.
 CONSOLIDATED STATEMENT OF INCOME
 Unaudited
 ---------------------------------------------------------------------
 (Dollars in            2009      2008      2008      2008      2008
  thousands, except     First    Fourth     Third    Second     First
  per share data)      Quarter   Quarter   Quarter   Quarter   Quarter
 ---------------------------------------------------------------------
 INTEREST INCOME
 Interest and Fees on
  Loans               $ 29,537  $ 31,570  $ 32,435  $ 33,422  $ 35,255
 Investment Securities   1,513     1,627     1,744     1,810     1,894
 Funds Sold                  3        32       475     1,028     1,574
 ---------------------------------------------------------------------
  Total Interest
   Income               31,053    33,229    34,654    36,260    38,723
 ---------------------------------------------------------------------
 INTEREST EXPENSE
 Deposits                2,495     3,848     5,815     7,162    10,481
 Short-Term Borrowings      68       110       230       296       521
 Subordinated Notes
  Payable                  927       937       936       931       931
 Other Long-Term
  Borrowings               568       587       488       396       331
 ---------------------------------------------------------------------
  Total Interest
   Expense               4,058     5,482     7,469     8,785    12,264
 ---------------------------------------------------------------------
 Net Interest Income    26,995    27,747    27,185    27,475    26,459
 Provision for Loan
  Losses                 8,410    12,497    10,425     5,432     4,142
 ---------------------------------------------------------------------
 Net Interest Income
  after Provision for
  Loan Losses           18,585    15,250    16,760    22,043    22,317
 ---------------------------------------------------------------------
 NONINTEREST INCOME
 Service Charges on
  Deposit Accounts       6,698     6,807     7,110     7,060     6,765
 Data Processing Fees      870       937       873       812       813
 Asset Management Fees     970       935     1,025     1,125     1,150
 Retail Brokerage Fees     493       630       565       735       469
 Gain on Sale of
  Investment
  Securities                --         3        27        30        65
 Mortgage Banking
  Revenues                 584       292       331       506       494
 Merchant Fees             958       650       616     2,074     2,208
 Interchange Fees        1,056     1,007     1,073     1,076     1,009
 Gain on Sale of
  Portion of Merchant
  Services Portfolio        --        --     6,250        --        --
 ATM/Debit Card Fees       863       744       742       758       744
 Other                   1,550     1,306     1,600     1,542     4,082
 ---------------------------------------------------------------------
  Total Noninterest
   Income               14,042    13,311    20,212    15,718    17,799
 ---------------------------------------------------------------------
 NONINTEREST EXPENSE
 Salaries and
  Associate Benefits    17,237    15,492    15,417    15,318    15,604
 Occupancy, Net          2,345     2,503     2,373     2,491     2,362
 Furniture and
  Equipment              2,338     2,368     2,369     2,583     2,582
 Intangible
  Amortization           1,011     1,308     1,459     1,459     1,459
 Other                   9,326     9,331     8,298     8,905     7,791
 ---------------------------------------------------------------------
  Total Noninterest
   Expense              32,257    31,002    29,916    30,756    29,798
 ---------------------------------------------------------------------
 OPERATING PROFIT          370    (2,441)    7,056     7,005    10,318
 Provision for Income
  Taxes                   (280)     (738)    2,218     2,195     3,038
 ---------------------------------------------------------------------
 NET INCOME           $    650  $ (1,703) $  4,838  $  4,810  $  7,280
 ---------------------------------------------------------------------
 PER SHARE DATA
 Basic Earnings       $   0.04  $  (0.10) $   0.29  $   0.28  $   0.42
 Diluted Earnings     $   0.04  $  (0.10) $   0.29  $   0.28  $   0.42
 Cash Dividends          0.190     0.190     0.185     0.185     0.185
 AVERAGE SHARES
 Basic                  17,109    17,126    17,124    17,146    17,170
 Diluted                17,131    17,135    17,128    17,147    17,178
 ---------------------------------------------------------------------


 CAPITAL CITY BANK GROUP, INC.
 CONSOLIDATED STATEMENT OF FINANCIAL CONDITION
 Unaudited
 ----------------------------------------------------------------------
 (Dollars in
  thousands,       2009       2008       2008       2008       2008
  except per       First     Fourth      Third     Second      First
  share data)     Quarter    Quarter    Quarter    Quarter    Quarter
 ----------------------------------------------------------------------
 ASSETS
 Cash and Due
  From Banks    $   81,317 $   88,143 $   71,062 $  108,672 $   97,525
 Funds Sold and
  Interest
  Bearing
  Deposits           4,241      6,806     27,419    192,786    241,202
 ----------------------------------------------------------------------
   Total Cash
    and Cash
    Equivalents     85,558     94,949     98,481    301,458    338,727

 Investment
  Securities,
  Available-for-
  Sale             195,767    191,569    193,978    185,971    186,944

 Loans, Net of
  Unearned
  Interest
   Commercial,
    Financial, &
    Agricultural   202,038    206,230    189,676    196,075    202,238
   Real Estate -
    Construction   154,102    141,973    148,160    150,907    152,060
   Real Estate -
    Commercial     673,066    656,959    639,443    622,282    624,826
   Real Estate -
    Residential    464,358    468,399    473,962    481,397    482,058
   Real Estate -
    Home Equity    223,505    218,500    212,118    205,536    197,093
   Consumer        243,280    246,973    252,743    244,071    238,663
   Other Loans       8,068     15,838      7,378      9,436     10,506
   Overdrafts        3,195      2,925      3,749      7,111      7,014
 ----------------------------------------------------------------------
   Total Loans,
    Net of
    Unearned
    Interest     1,971,612  1,957,797  1,927,229  1,916,815  1,914,458
   Allowance for
    Loan Losses    (40,172)   (37,004)   (30,544)   (22,518)   (20,277)
 ----------------------------------------------------------------------
  Loans, Net     1,931,440  1,920,793  1,896,685  1,894,297  1,894,181

 Premises and
  Equipment, Net   107,259    106,433    104,806    102,559    100,145
 Intangible
  Assets            91,872     92,883     94,192     95,651     97,109
 Other Assets       87,483     82,072     66,308     69,479     75,406
 ----------------------------------------------------------------------
   Total Other
    Assets         286,614    281,388    265,306    267,689    272,660
 ----------------------------------------------------------------------
 Total Assets   $2,499,379 $2,488,699 $2,454,450 $2,649,415 $2,692,512
 ----------------------------------------------------------------------
 LIABILITIES
 Deposits:
   Noninterest
    Bearing
    Deposits    $  413,608 $  419,696 $  382,878 $  416,992 $  432,904
   NOW Accounts    726,069    758,976    698,509    814,380    800,128
   Money Market
    Accounts       312,541    324,646    368,453    387,011    381,474
   Regular
    Savings
    Accounts       121,245    115,261    116,858    118,307    116,018
   Certificates
    of Deposit     416,326    373,595    396,086    426,236    462,081
 ----------------------------------------------------------------------
   Total
    Deposits     1,989,789  1,992,174  1,962,784  2,162,926  2,192,605

 Short-Term
  Borrowings        68,193     62,044     47,069     51,783     61,781
 Subordinated
  Notes Payable     62,887     62,887     62,887     62,887     62,887
 Other Long-Term
  Borrowings        53,448     51,470     53,074     36,857     29,843
 Other
  Liabilities       49,518     41,294     29,841     38,382     47,723
 ----------------------------------------------------------------------
 Total
  Liabilities    2,223,835  2,209,869  2,155,655  2,352,835  2,394,839
 ----------------------------------------------------------------------
 SHAREOWNERS'
  EQUITY
 Common Stock          170        171        171        171        172
 Additional
  Paid-In
  Capital           35,841     36,783     36,681     36,382     38,042
 Retained
  Earnings         260,287    262,890    267,853    266,171    264,538
 Accumulated
  Other
  Comprehensive
  Loss, Net of
  Tax              (20,754)   (21,014)    (5,910)    (6,144)    (5,079)
 ----------------------------------------------------------------------
 Total
  Shareowners'
  Equity           275,544    278,830    298,795    296,580    297,673
 ----------------------------------------------------------------------
 Total
  Liabilities
  and
  Shareowners'
  Equity        $2,499,379 $2,488,699 $2,454,450 $2,649,415 $2,692,512
 ----------------------------------------------------------------------
 OTHER BALANCE
  SHEET DATA
 Earning Assets $2,171,620 $2,156,172 $2,148,626 $2,295,572 $2,342,604
 Intangible
  Assets
  Goodwill          84,811     84,811     84,811     84,811     84,811
  Deposit Base       6,121      7,084      8,345      9,756     11,167
  Other                940        988      1,036      1,084      1,131
 Interest
  Bearing
  Liabilities    1,760,709  1,748,879  1,742,936  1,897,461  1,914,212
 ----------------------------------------------------------------------
 Book Value Per
  Diluted Share $    16.18 $    16.27 $    17.45 $    17.33 $    17.33
 Tangible Book
  Value Per
  Diluted Share      10.80      10.85      11.94      11.74      11.67
 ----------------------------------------------------------------------
 Actual Basic
  Shares
  Outstanding       17,010     17,127     17,125     17,111     17,175
 Actual Diluted
  Shares
  Outstanding       17,031     17,136     17,129     17,112     17,183
 ----------------------------------------------------------------------


 CAPITAL CITY BANK GROUP, INC.
 ALLOWANCE FOR LOAN LOSSES
 AND NONPERFORMING ASSETS
 Unaudited
 ----------------------------------------------------------------------
                        2009      2008      2008      2008      2008
 (Dollars in            First    Fourth     Third    Second     First
  thousands)           Quarter   Quarter   Quarter   Quarter   Quarter
 ----------------------------------------------------------------------
 ALLOWANCE FOR LOAN
  LOSSES
 Balance at Beginning
  of Period           $ 37,004  $ 30,544  $ 22,518  $ 20,277  $ 18,066
 Provision for Loan
  Losses                 8,410    12,497    10,425     5,432     4,142
 Net Charge-Offs         5,242     6,037     2,399     3,191     1,931
 ----------------------------------------------------------------------
 Balance at End of
  Period              $ 40,172  $ 37,004  $ 30,544  $ 22,518  $ 20,277
 ----------------------------------------------------------------------
 As a % of Loans          2.04%     1.89%     1.59%     1.18%     1.06%
 As a % of
  Nonperforming Loans    34.82%    37.52%    48.55%    51.80%    54.32%
 As a % of
  Nonperforming Assets   31.69%    34.31%    45.10%    47.12%    49.34%
 ----------------------------------------------------------------------
 CHARGE-OFFS
 Commercial, Financial
  and Agricultural    $    857  $    331  $    275  $    407  $    636
 Real Estate -
  Construction             320     1,774        77       158  $    572
 Real Estate -
  Commercial             1,002       293       (35)    1,115       126
 Real Estate -
  Residential            1,975     2,264       797       817       176
 Consumer                2,117     1,993     1,797     1,232     1,170
 ----------------------------------------------------------------------
 Total Charge-Offs    $  6,271  $  6,655  $  2,911  $  3,729  $  2,680
 ----------------------------------------------------------------------
 RECOVERIES
 Commercial, Financial
  and Agricultural    $     74  $     68  $     68  $     55  $    139
 Real Estate -
  Construction             385        --         4        --        --
 Real Estate -
  Commercial                --        --         1        13         1
 Real Estate -
  Residential               58       128         6        24         3
 Consumer                  512       422       433       446       606
 ----------------------------------------------------------------------
 Total Recoveries     $  1,029  $    618  $    512  $    538  $    749
 ----------------------------------------------------------------------
 NET CHARGE-OFFS      $  5,242  $  6,037  $  2,399  $  3,191  $  1,931
 ----------------------------------------------------------------------
 Net Charge-Offs as a
  % of Average
  Loans(1)                1.08%     1.24%     0.50%     0.67%     0.41%
 ----------------------------------------------------------------------
 RISK ELEMENT ASSETS
 Nonaccruing Loans    $110,200  $ 96,876  $ 61,509  $ 41,738  $ 35,352
 Restructured Loans      5,157     1,744     1,403     1,733     1,980
 ----------------------------------------------------------------------
 Total Nonperforming
  Loans                115,357    98,620    62,912    43,471    37,332
 Other Real Estate      11,425     9,222     4,813     4,322     3,768
 ----------------------------------------------------------------------
 Total Nonperforming
  Assets              $126,782  $107,842  $ 67,725  $ 47,793  $ 41,100
 ----------------------------------------------------------------------
 Past Due Loans 90
  Days or More        $     --  $     88  $     50  $    896  $    842
 ----------------------------------------------------------------------
 Nonperforming Loans
  as a % of Loans         5.85%     5.04%     3.26%     2.27%     1.95%
 Nonperforming Assets
  as a % of Loans and
  Other Real Estate       6.39%     5.48%     3.51%     2.49%     2.14%
 Nonperforming Assets
  as a % of Capital(2)   40.16%    34.15%    20.56%    14.98%    12.93%
 ----------------------------------------------------------------------

 (1) Annualized
 (2) Capital includes allowance for loan losses


 AVERAGE BALANCE AND INTEREST RATES(1)
 Unaudited
 ----------------------------------------------------------------------
                    First Quarter 2009          Fourth Quarter 2008
                --------------------------- ---------------------------
 (Dollars in      Average           Average   Average           Average
  thousands)      Balance  Interest   Rate    Balance  Interest  Rate
 ----------------------------------------------------------------------

 ASSETS:
 Loans, Net of
  Unearned
  Interest      $1,964,086   29,724   6.14% $1,940,083   31,772   6.52%

 Investment
  Securities
   Taxable
    Investment
    Securities      90,927      776   3.43%     90,296      813   3.59%
   Tax-Exempt
    Investment
    Securities     101,108    1,133   4.48%    103,817    1,252   4.82%
 ----------------------------------------------------------------------

 Total
  Investment
  Securities       192,035    1,909   3.98%    194,113    2,065   4.25%

 Funds Sold         10,116        3   0.13%     16,645       32   0.74%
 ----------------------------------------------------------------------

 Total Earning
  Assets         2,166,237  $31,636   5.92%  2,150,841  $33,869   6.27%
                            ===============             ===============

 Cash and Due
  From Banks        76,826                      76,027
 Allowance for
  Loan Losses      (38,007)                    (30,347)
 Other Assets      281,869                     266,797
 --------------------------                 -----------

 Total Assets   $2,486,925                  $2,463,318
 ==========================                 ===========

 LIABILITIES:
 Interest
  Bearing
  Deposits
 NOW Accounts   $  719,265  $   225   0.13% $  684,246  $   636   0.37%
 Money Market
  Accounts         321,562      190   0.24%    360,940      716   0.79%
 Savings
  Accounts         118,142       14   0.05%    117,311       28   0.09%
 Time Deposits     392,006    2,066   2.14%    379,266    2,468   2.59%
 ----------------------------------------------------------------------
 Total Interest
  Bearing
  Deposits       1,550,975    2,495   0.65%  1,541,763    3,848   0.99%

 Short-Term
  Borrowings        85,318       68   0.32%     69,079      110   0.62%
 Subordinated
  Notes Payable     62,887      927   5.89%     62,887      937   5.83%
 Other Long-Term
  Borrowings        53,221      568   4.33%     53,261      587   4.39%
 ----------------------------------------------------------------------

 Total Interest
  Bearing
  Liabilities    1,752,401  $ 4,058   0.94%  1,726,990  $ 5,482   1.26%
                            ===============             ===============

 Noninterest
  Bearing
  Deposits         406,380                     404,103
 Other
  Liabilities       46,510                      29,998
 --------------------------                 -----------

 Total
  Liabilities    2,205,291                   2,161,091

 SHAREOWNERS'
  EQUITY:       $  281,634                  $  302,227
 --------------------------                 -----------

 Total
  Liabilities
  and
  Shareowners'
  Equity        $2,486,925                  $2,463,318
 ==========================                 ===========

 Interest Rate
  Spread                    $27,578   4.98%             $28,387   5.01%
 ==========================================             ===============

 Interest Income
  and Rate
  Earned(1)                 $31,636   5.92%             $33,869   6.27%
 Interest
  Expense and
  Rate Paid(2)                4,058   0.76%               5,482   1.01%
 ------------------------------------------             ---------------

 Net Interest
  Margin                    $27,578   5.16%             $28,387   5.26%
 ==========================================             ===============

                    Third Quarter 2008          Second Quarter 2008
                --------------------------- ---------------------------
 (Dollars in      Average           Average   Average           Average
  thousands)      Balance  Interest   Rate    Balance  Interest  Rate
 ----------------------------------------------------------------------

 ASSETS:
 Loans, Net of
  Unearned
  Interest      $1,915,008   32,622   6.78% $1,908,802   33,610   7.08%

 Investment
  Securities
   Taxable
    Investment
    Securities      93,723      940   3.99%     93,814    1,028   4.38%
   Tax-Exempt
    Investment
    Securities      98,966    1,234   4.99%     94,371    1,200   5.09%
 ----------------------------------------------------------------------

 Total
  Investment
  Securities       192,689    2,174   4.50%    188,185    2,228   4.73%

 Funds Sold         99,973      475   1.86%    206,984    1,028   1.96%
 ----------------------------------------------------------------------

 Total Earning
  Assets         2,207,670  $35,271   6.36%  2,303,971  $36,866   6.43%
                            ===============             ===============

 Cash and Due
  From Banks        77,309                      82,182
 Allowance for
  Loan Losses      (22,851)                    (20,558)
 Other Assets      266,510                     269,176
 --------------------------                 -----------

 Total Assets   $2,528,638                  $2,634,771
 ==========================                 ===========

 LIABILITIES:
 Interest
  Bearing
  Deposits
 NOW Accounts   $  727,754  $ 1,443   0.79% $  788,237  $ 1,935   0.99%
 Money Market
  Accounts         369,544    1,118   1.20%    376,996    1,210   1.29%
 Savings
  Accounts         117,970       30   0.10%    117,182       29   0.10%
 Time Deposits     410,101    3,224   3.13%    443,006    3,988   3.62%
 ----------------------------------------------------------------------
 Total Interest
  Bearing
  Deposits       1,625,369    5,815   1.42%  1,725,421    7,162   1.67%

 Short-Term
  Borrowings        51,738      230   1.76%     55,830      296   2.13%
 Subordinated
  Notes Payable     62,887      936   5.83%     62,887      931   5.86%
 Other Long-Term
  Borrowings        43,237      488   4.48%     34,612      396   4.60%
 ----------------------------------------------------------------------

 Total Interest
  Bearing
  Liabilities    1,783,231  $ 7,469   1.67%  1,878,750  $ 8,785   1.88%
                            ===============             ===============

 Noninterest
  Bearing
  Deposits         405,314                     415,125
 Other
  Liabilities       36,498                      40,006
 --------------------------                 -----------

 Total
  Liabilities    2,225,043                   2,333,881

 SHAREOWNERS'
  EQUITY:       $  303,595                  $  300,890
 --------------------------                 -----------

 Total
  Liabilities
  and
  Shareowners'
  Equity        $2,528,638                  $2,634,771
 ==========================                 ===========

 Interest Rate
  Spread                    $27,802   4.69%             $28,081   4.55%
 ==========================================             ===============

 Interest Income
  and Rate
  Earned(1)                 $35,271   6.36%             $36,866   6.43%
 Interest
  Expense and
  Rate Paid(2)                7,469   1.35%               8,785   1.53%
 ------------------------------------------             ---------------

 Net Interest
  Margin                    $27,802   5.01%             $28,081   4.90%
 ==========================================             ===============

                                                First Quarter 2008
                                            ---------------------------
                                              Average           Average
 (Dollars in thousands)                       Balance  Interest  Rate
 ----------------------------------------------------------------------

 ASSETS:
 Loans, Net of Unearned Interest            $1,909,574   35,453   7.47%

 Investment Securities
   Taxable Investment Securities                94,786    1,108   4.67%
   Tax-Exempt Investment Securities             90,790    1,207   5.32%
 ----------------------------------------------------------------------

 Total Investment Securities                   185,576    2,315   4.99%

 Funds Sold                                    206,313    1,574   3.02%
 ----------------------------------------------------------------------

 Total Earning Assets                        2,301,463  $39,342   6.87%
                                                        ===============

 Cash and Due From Banks                        94,247
 Allowance for Loan Losses                     (18,227)
 Other Assets                                  268,991
 ------------------------------------------------------

 Total Assets                               $2,646,474
 ======================================================

 LIABILITIES:
 Interest Bearing Deposits
 NOW Accounts                               $  773,891  $ 3,440   1.79%
 Money Market Accounts                         389,828    2,198   2.27%
 Savings Accounts                              113,163       34   0.12%
 Time Deposits                                 467,280    4,809   4.14%
 ----------------------------------------------------------------------
 Total Interest Bearing Deposits             1,744,162   10,481   2.42%

 Short-Term Borrowings                          68,095      521   3.06%
 Subordinated Notes Payable                     62,887      931   5.96%
 Other Long-Term Borrowings                     27,644      331   4.82%
 ----------------------------------------------------------------------

 Total Interest Bearing Liabilities          1,902,788  $12,264   2.59%
                                                        ===============

 Noninterest Bearing Deposits                  404,712
 Other Liabilities                              42,170
 ------------------------------------------------------

 Total Liabilities                           2,349,670

 SHAREOWNERS' EQUITY:                       $  296,804
 ------------------------------------------------------

 Total Liabilities and Shareowners' Equity  $2,646,474
 =====================================================

 Interest Rate Spread                                   $27,078   4.28%
 ======================================================================

 Interest Income and Rate Earned(1)                     $39,342   6.87%
 Interest Expense and Rate Paid(2)                       12,264   2.14%
 ----------------------------------------------------------------------

 Net Interest Margin                                    $27,078   4.73%
 ======================================================================

 (1) Interest and average rates are calculated on a tax-equivalent
     basis using the 35% Federal tax rate.
 (2) Rate calculated based on average earning assets.


            

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