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 PROFIT GROWTH FRANKLIN, Tenn. (January 19, 2006) -- Civitas BankGroup (OTC: CVBG) reported net income of $7.1 million for 2005, which included $3.2 million gain and income from discontinued operations associated with the sale of its BankTennessee and Bank of Mason subsidiaries during the first half of 2005. Civitas BankGroup's income from continuing operations was $3.9 million in 2005 compared to $2.3 million for 2004, a 69.4% increase. For the fourth quarter 2005, Civitas BankGroup earned $1.0 million from continuing operations. This is a 119.6% increase in net income from continuing operations of $465,000 for the fourth quarter of 2004. "We have completed the third year of our rebuilding program, and we are pleased with the results," commented Richard E. Herrington, President of Civitas BankGroup. "In 2005, we completed the resolution of most of our problem loans, we significantly grew loans and deposits in key markets, and we earned near-record profits from continuing operations for our company. To accomplish these three objectives at the same time is remarkable." Non-performing assets continue to show improvement at December 31, 2005. The total of non-performing assets (non-accrual loans and foreclosed properties) dropped to $2.5 million at quarter-end, as compared to $2.7 million at September 30, 2005, and $6.2 million at December 31, 2004, from continuing operations. Non-performing assets, including those from divested banks, peaked at $26.1 million at September 30, 2002. In late December 2005, Civitas completed the sale of $13 million in new trust preferred securities to institutional investors. The proceeds were used to redeem approximately $8 million in previously issued trust preferred securities that were called to take advantage of lower interest rates and to repay approximately $4.5 million in existing corporate debt. "We more than doubled income from continuing operations during the fourth quarter of 2005, compared to the same quarter in 2004," said Herrington. "This reflects the strength and stability of our Middle Tennessee banking franchise, Cumberland Bank. We have completed the sale of West Tennessee banks: Bank of Dyer in the fourth quarter 2004, BankTennessee in the first quarter 2005, and Bank of Mason in the second quarter 2005. All of these banks had negatively impacted profits and profitability during the past few years." "In 2005, we became a Middle Tennessee bank," added Herrington. "We have experienced moderate growth in loans and deposits over the last twelve months. Compared to year-end 2004, Cumberland Bank loans are up 9.7% while deposits have grown 6.0% in the same period. Most of the growth has come from our new banking centers in Franklin and Spring Hill. Additionally, we recently announced plans to open a new branch in Hendersonville, which will be our fourth Sumner County location." "We feel that our significant problem asset issues are behind us," explained Herrington. "Our asset quality ratios and trends put us in a leadership position among banks. For example, our delinquency ratio finished the year below .6% of loans." "The strong increase in earnings in the fourth quarter 2005 reflects continued growth, improved operating efficiencies, and rising interest rates," explained Herrington. "In early 2003, we committed to a four year recovery plan to return our company to a leadership position among community banks," added Herrington. "Our three primary objectives have been to instill a sound credit culture, create operating efficiencies, and build a solid foundation for future growth and profitability. In 2005, we focused on continued improvement in asset quality and improved operating efficiencies through upgrading our core application systems. We are proud of the progress we have made toward our four year plan." Civitas BankGroup is a bank holding company operating in Middle Tennessee through Cumberland Bank. The company also owns 50% of Nashville's Insurors Bank and 50% of the Murray Bank in Murray, Kentucky. 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 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. --30-- CIVITAS BANKGROUP, INC. (all dollars in thousands) (unauditied) December 31, 2005 2004 % Change ---- ---- -------- BALANCE SHEET SUMMARY Assets Cash and Cash Equivalents $ 31,361 $ 23,262 34.8% Federal Funds Sold & Interest Bearing Deposits 3,657 7,185 -49.1% Investment Securities 205,170 205,138 0.0% Loans 480,141 437,577 9.7% Allowance for Loan Losses (4,765) (4,427) 7.6% --------- --------- ------ Net Loans 475,376 433,150 9.7% Fixed Assets 14,025 15,043 -6.8% Foreclosed Properties 346 793 -56.4% Other Assets 19,133 19,107 0.1% Assets of Discontinued Operations 0 200,543 -100.0% --------- --------- ------ Total Assets $ 749,068 $ 904,221 -17.2% ========= ========= ====== Liabilities and Shareholder's Equity Deposits $ 600,766 $ 566,873 6.0% Subordinated Debentures 17,000 12,000 41.7% Other Borrowings 80,452 78,451 2.6% Other Liabilities 3,492 2,790 25.2% Liabilities of Discontinued Operations 0 186,371 -100.0% Shareholders Equity 47,358 57,736 -18.0% --------- --------- ------ Total Liabilities, Equity $ 749,068 $ 904,221 -17.2% ========= ========= ====== CIVITAS BANKGROUP, INC. (all dollars in thousands except per share data) (unaudited) Three Months Ended December 31, Twelve Months Ended December 31, 2005 2004 % Change 2005 2004 % Change ---- ---- -------- ---- ---- -------- INCOME STATEMENT Interest Income $ 10,915 $ 8,935 22.2% $ 40,357 $ 32,940 22.5% Interest Expense 5,498 3,800 44.7% 19,107 13,123 45.6% ----------- ---------- -------- ----------- ---------- ------- Net Interest Income 5,417 5,135 5.5% 21,250 19,817 7.2% Provision for Loan Losses 130 371 -65.0% 993 1,446 -31.3% Non-Interest Income 1,636 2,548 -35.8% 7,592 7,793 -2.6% Non-Interest Expense 5,440 6,728 -19.1% 22,229 22,918 -3.0% ----------- ---------- -------- ----------- ---------- ------- Income Before Taxes 1,483 584 153.9% 5,620 3,246 73.1% Income Taxes 462 119 288.2% 1,715 941 82.3% ----------- ---------- -------- ----------- ---------- ------- Income from Continuing Operations $ 1,021 $ 465 119.6% $ 3,905 $ 2,305 69.4% =========== ========== ======== =========== ========== ======= Income (Loss) from Operations of Discontinued Components 0 (330) -100.0% 129 (715) -118.0% Gain on Sale of Discontinued Operations 0 0 0.0% 3,434 0 100.0% Income Tax Expense (Benefit) of Discontinued Operations (129) 332 (293) ----------- ---------- -------- ----------- ---------- ------- Net Income $ 1,021 $ 264 286.7% $ 7,136 $ 1,883 279.0% =========== ========== ======== =========== ========== ======= PER SHARE DATA Income - Basic - Continuing Operations $ 0.06 $ 0.03 100.0% $ 0.24 $ 0.13 84.6% Income - Diluted - Continuing Operations 0.06 0.03 100.0% 0.24 0.13 84.6% Income - Basic 0.06 0.02 200.0% 0.44 0.11 300.0% Income - Diluted 0.06 0.01 500.0% 0.44 0.11 300.0% Common Book Value per Share $ 2.99 $ 3.28 -8.8% WEIGHTED AVERAGE SHARES OUTSTANDING Basic 15,804,438 17,537,204 -9.9% 16,041,868 17,684,542 -9.3% Diluted 15,837,516 17,693,698 -10.5% 16,120,889 17,577,256 -8.3% CIVITAS BANKGROUP, INC. (all dollars in thousands) (unauditied) Three Months Ended Twelve Months Ended December 31, December 31, 2005 2004 2005 2004 ---- ---- ---- ---- AVERAGE BALANCES Loans $475,892 $436,110 $456,657 $416,335 Investment Securities 203,586 194,439 200,831 179,602 Earning Assets 682,442 656,086 666,906 614,859 Total Assets of Discontinued Operations 0 197,562 551 190,877 Total Assets 732,799 718,961 732,063 673,093 Demand Deposits $ 62,796 $ 67,247 $ 62,359 $ 60,143 Interest-Bearing Deposits 505,047 505,737 503,635 478,475 Total Deposits of Discontinued Operations 0 162,089 452 154,772 Total Deposits 567,844 735,073 566,446 693,390 Shareholders' Equity 46,750 56,865 47,632 55,942 KEY PERFORMANCE RATIOS - CONTINUING OPERATIONS (ANNUALIZED) Return on Average Assets 0.56% 0.36% 0.53% 0.48% Return on Average Equity 8.74% 3.27% 8.20% 4.12% Net Interest Margin 3.18% 3.13% 3.19% 3.22% Efficiency Ratio 77.13% 87.57% 77.07% 83.01% ASSET QUALITY DATA - CONTINUING OPERATIONS Nonperforming Assets $ 2,514 $ 6,189 Allowance for Loan Losses 4,765 4,427 Net Charge-Offs 596 2,707 Nonperforming Assets to Period- End Loans 0.52% 1.41% Allowance for Loan Losses to Period-End Loans 0.99% 1.01% Net Charge-Offs to Average Loans 0.13% 0.65%