EXHIBIT 99.1 (CIVITAS BANKGROUP LOGO) 810 Crescent Centre Drive, Suite 320 Franklin, TN 37067 office 615.263.9500 fax 615.383.8830 FOR IMMEDIATE RELEASE Contact: Mike Alday Alday Communications 615.791.1535 CIVITAS REPORTS INCREASE IN PROFITS AND CONTINUED GROWTH FRANKLIN, Tenn. (January 25, 2005) - Civitas BankGroup (OTC: CVBG) reported a 71.1% increase in net income for 2004 over the year 2003 and continued loan and deposit growth during the fourth quarter 2004. For the year 2004, Civitas BankGroup reported net income of $1.9 million compared to a net income of $1.1 million for 2003. This represents a 71.1% increase. On a per share basis, the 2004 net income was $.11. Growth rates continued robust during the fourth quarter 2004, although totals were distorted by the sale of loans and assumption of deposits from an operating subsidiary, the Bank of Dyer, during the fourth quarter 2004. Total loans grew to $574 million at December 31, 2004, a 4.2% increase from 2003 year-end. The 2004 amount does not include loans at the Company's Bank of Dyer subsidiary which totaled $25 million at the end of 2003. Excluding these loans from the year end 2003 total, the Company's growth in loans would have been 9.1%. Total deposits increased to $731 million at year-end 2004, an increase of 8.9% over the comparable date in 2003. The 2004 amount does not include deposits at the Company's Bank of Dyer subsidiary which totaled $34 million at the end of 2003. Excluding these deposits from the year end 2003 total, the Company's growth in deposits would have been 14.8%. Management believes that the exclusion of the Bank of Dyer's loans and deposits allows investors to more accurately compare the Company's 2004 performance with 2003. Most of the 2004 growth in loans and deposits came from banking offices in Williamson and Sumner counties. For the fourth quarter of 2004, Civitas BankGroup earned $264,000, compared to $736,000 for the same period in 2003. On a per share basis, the fourth quarter 2004 net income was $.02. The company earned $253,000 or $.02 per share in the third quarter of 2004. Non-performing assets (non-accrual loans and foreclosed properties) at Civitas BankGroup decreased to $17.9 million at December 31, 2004. Problem assets peaked at $26.1 million at September 30, 2002. "Fourth quarter financial results were negatively impacted by two factors that we believe will be extremely positive over the long term, but penalized short-term earnings and growth," explained Richard E. Herrington, President of Civitas BankGroup. "In December, we completed the sale of the Bank of Dyer and the subsidiary's loan portfolio. The impact of this transaction on fourth quarter earnings was a net loss of $246 thousand and a reduction in assets, loans, and deposits. Secondly, we experienced significant loan growth at Cumberland Bank (up $26 million in the fourth quarter), resulting in an increase to our provision for possible loan and lease losses during the fourth quarter." "The continued increase in growth rates for loans and deposits at Cumberland Bank was outstanding," said Herrington. "Our loans have increased by over $59 million since June 30, 2004. Deposit growth has been even stronger. We planted the seeds for this growth earlier in 2004 with a renewed focus on attracting new customers and the opening of new branches in downtown Franklin and Spring Hill." "Earnings in 2004, especially for the last two quarters, have been disappointing," continued Herrington. "Most of the earnings difficulties have been isolated to West Tennessee and are the product of past problem loans. We believe sale of the Bank of Dyer, the pending sale of the Bank of Mason, and the pending spin-off of BankTennessee in Collierville will alleviate much of the drag on earnings and provide for a stronger Middle Tennessee banking franchise." "We are beginning the third year of our four-year recovery program," added Herrington. "Our three short-term objectives continue to be the resolution of problem assets, the creation of operating economies of scale, and building new, quality banking relationships in growth-oriented markets. We have taken another giant step in our development during January 2005 when we began the process of internalizing our data processing of core banking applications. This will facilitate the creation of economies of scale and allow our bank to market higher quality banking products." In December 2004, Civitas announced an agreement to "spin-off" BankTennessee, its Collierville subsidiary to a group of existing shareholders, led by Memphis attorney Joel Porter. The transaction is expected to close during the first quarter of 2005, pending regulatory approval. In January 2005, Civitas announced an agreement to sell The Bank of Mason to a group of West Tennessee investors. Subject to regulatory approval, the sale should be consummated during the first quarter 2005. Civitas BankGroup is a multi-bank holding company operating in Middle and West Tennessee. The company also owns 50% of Nashville's Insurors Bank and the Murray Bank in Murray, Kentucky. --30-- THE STATEMENTS CONTAINED IN THIS RELEASE WHICH ARE NOT HISTORICAL FACTS ARE FORWARD-LOOKING STATEMENTS MADE PURSUANT TO THE SAFE HARBOR PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. FORWARD-LOOKING STATEMENTS DESCRIBING OUR FUTURE PLANS, PROJECTIONS, STRATEGIES AND EXPECTATIONS, ARE BASED ON ASSUMPTIONS AND INVOLVE A NUMBER OF RISKS AND UNCERTAINTIES, MANY OF WHICH ARE BEYOND OUR CONTROL. ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE PROJECTED DUE TO THE INABILITY TO CONSUMMATE THE PROPOSED SALE OF THE BANK OF MASON AND THE SPIN-OFF OF BANKTENNESSEE AND CHANGES IN INTEREST RATES, COMPETITION IN THE INDUSTRY, CHANGES IN LOCAL AND NATIONAL ECONOMIC CONDITIONS AND VARIOUS OTHER FACTORS. ADDITIONAL INFORMATION CONCERNING SUCH FACTORS, WHICH COULD AFFECT US, IS CONTAINED IN OUR FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION. CIVITAS BANKGROUP (all dollars in thousands) (unaudited) Three Months Ended Twelve Months Ended December 31, December 31, 2004 2003 2004 2003 ---- ---- ---- ---- AVERAGE BALANCES Loans 574,487 550,811 554,835 548,071 Investment Securities 226,754 188,714 211,416 154,713 Earning Assets 839,034 773,507 791,112 724,428 Total Assets 902,239 827,761 848,687 780,066 Demand Deposits 78,476 66,450 71,124 61,935 Interest-Bearing Deposits 656,599 614,520 622,267 583,088 Total Deposits 735,075 680,970 693,390 645,023 Shareholders' Equity 56,866 53,937 55,942 48,910 KEY PERFORMANCE RATIOS (ANNUALIZED) Return on Average Assets 0.12% 0.36% 0.22% 0.14% Return on Average Equity 1.86% 5.46% 3.37% 2.25% Net Interest Margin 3.16% 3.45% 3.30% 3.48% Efficiency Ratio 86.46% 79.93% 85.03% 83.82% ASSET QUALITY DATA Nonperforming Assets 17,935 16,158 17,935 16,158 Allowance for Loan Losses 6,446 8,414 6,446 8,414 Net Charge-Offs 2154 482 4,435 4,227 Nonperforming Assets to Period- End Loans 3.13% 2.93% 3.13% 2.93% Allowance for Loan Losses to Period-End Loans 1.12% 1.53% 1.12% 1.53% Net Charge-Offs to Average Loans 1.50% 0.35% 0.80% 0.77% CIVITAS BANKGROUP (all dollars in thousands except per share data) (unaudited) Three Months Ended December 31, Twelve Months Ended December 31, 2004 2003 % Change 2004 2003 % Change ---- ---- -------- ---- ---- -------- INCOME STATEMENT Interest Income 11,473 10,694 7.28% 42,918 41,276 3.98% Interest Expense 4,836 4,027 20.09% 16,841 16,077 4.75% ------------------------------------ ------------------------------------- Net Interest Income 6,637 6,667 -0.45% 26,077 25,199 3.48% Provision for Loan Losses 821 514 59.73% 2,467 3,579 -31.07% Non-Interest Income 1,301 1,626 -19.99% 7,315 7,408 -1.26% Non-Interest Expense 6,863 6,629 3.53% 28,393 27,332 3.88% ------------------------------------ ------------------------------------- Income Before Taxes 254 1,150 -77.91% 2,532 1,696 49.29% Income Taxes (10) 414 -102.42% 648 595 8.91% ------------------------------------ ------------------------------------- Net Income 264 736 -64.13% 1,884 1,101 71.12% ==================================== ===================================== PER SHARE DATA Net Income - Basic 0.02 0.04 -50.00% 0.11 0.07 57.14% Net Income - Diluted 0.02 0.04 -50.00% 0.11 0.07 57.14% Common Book Value per Share 3.28 3.19 2.82% 3.28 3.19 2.86% WEIGHTED AVERAGE SHARES OUTSTANDING Basic 17,537,204 17,105,798 2.52% 17,457,487 16,097,403 8.45% Diluted 17,684,542 17,264,861 2.43% 17,577,256 16,265,348 8.07% CIVITAS BANKGROUP (all dollars in thousands) (unaudited) December 31, December 31, 2004 2003 % Change ---- ---- -------- BALANCE SHEET SUMMARY Assets Cash and Cash Equivalents 32,730 19,977 63.8% Federal Funds Sold & Interest Bearing Deposits 12,166 19,127 -36.4% Investment Securities 242,129 203,371 19.1% Loans 573,503 550,565 4.2% Allowance for Loan Losses (6,446) (8,414) -23.4% ------------------------------------------ Net Loans 567,057 542,151 4.6% Fixed Assets 21,794 22,280 -2.2% Foreclosed Properties 4,446 3,793 17.2% Other Assets 23,899 22,621 5.6% ------------------------------------------ Total Assets 904,221 833,320 8.5% Liabilities and Stockholders Equity Deposits 731,469 671,636 8.9% Trust Preferred Securities 12,000 12,000 0.0% Other Borrowings 98,493 90,438 8.9% Other Liabilities 4,523 4,505 0.4% Shareholders Equity 57,736 54,741 5.5% ------------------------------------------ Total Liabilities, Equity 904,221 833,320 8.5%