SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
/ X / ANNUAL REPORT PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: December 31, 2004
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period: N/A
Commission File Number 0-13358
A. Full title of the plan and the address of the plan, if different
from that of the issuer named below:
CAPITAL CITY BANK GROUP, INC. 401(k) Plan
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(Exact name of the plan)
B. Name of issuer of the securities held pursuant to the plan and
the address of its principal executive office:
CAPITAL CITY BANK GROUP, INC.
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(Exact name of registrant as specified in its charter)
217 North Monroe Street, Tallahassee, Florida 32301
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(Address of principal executive offices)
REQUIRED INFORMATION
The following financial statements shall be furnished for the plan:
Capital City Bank Group, Inc. 401(k) Plan ("Plan") is subject to the Employee
Retirement Income Security Act of 1974 ("ERISA"). Therefore, in lieu of the
requirements of items 1-3 of form 11-K, the financial statements and schedule
of the Plan for the fiscal year ended December 31, 2004 have been prepared in
accordance with the financial reporting requirements of ERISA.
CAPITAL CITY BANK GROUP, INC.
401(K) PLAN
Financial Statements and Schedule
December 31, 2004 and 2003
(With Report of Independent Registered Public Accounting Firm Thereon)
CAPITAL CITY BANK GROUP, INC.
401(K) PLAN
Table of Contents
Page
Report of Independent Registered Public Accounting Firm 1
Financial Statements:
Statements of Net Assets Available for Benefits
- December 31, 2004 and 2003 2
Statement of Changes in Net Assets Available for Benefits
- Year ended December 31, 2004 3
Notes to Financial Statements 4
Schedules
Schedule H, Line 4i - Schedule of Assets (Held at End of Year) 8
Schedule H, Line 4j - Schedule of Reportable Transactions 9
Report of Independent Registered Public Accounting Firm
The Retirement Committee of
Capital City Bank Group, Inc.:
We have audited the 2004 and 2003 financial statements of Capital City Bank
Group, Inc. 401(k) Plan (the "Plan") as listed in the accompanying table of
contents. These financial statements are the responsibility of the Plan
administrator. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require
that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as
of December 31, 2004 and 2003, and the changes in net assets available for
benefits for the year ended December 31, 2004 in conformity with U.S.
generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The Schedule H, Line 4i - Schedule of
Assets (Held at End of Year) and Schedule H, Line 4j - Schedule of Reportable
Transactions are presented for purposes of additional analysis and are not a
required part of the basic financial statements but are supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. These supplemental schedules are the responsibility of the Plan
administrator. The schedules have been subjected to the auditing procedures
applied in the audits of the basic financial statements and, in our opinion,
are fairly stated in all material respects in relation to the basic financial
statements taken as a whole.
KPMG, LLP
June 10, 2005
CAPITAL CITY BANK GROUP, INC.
401(K) PLAN
Statements of Net Assets Available for Benefits
December 31, 2004 and 2003
2004 2003
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Assets:
Cash $ 5,279 68,322
Investments, at fair value (cost $6,061,368 and
$4,701,194 at December 31, 2004 and 2003,
respectively)(note 3) 6,517,312 4,963,153
Participant contributions receivable 89,242 -
Employer contribution receivable 38,517 -
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6,650,350 5,031,475
Liabilities:
Excess contributions payable 2,215 24,087
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Net assets available for benefits $6,648,135 5,007,388
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See accompanying notes to financial statements.
2
CAPITAL CITY BANK GROUP, INC.
401(K) PLAN
Statement of Changes in Net Assets Available for Benefits
Year ended December 31, 2004
Additions:
Contributions:
Participant $1,070,725
Employer 98,281
Rollovers 126,191
----------
Total contributions 1,295,197
----------
Investment income:
Net appreciation in fair value of investments (note 3) 476,574
Dividends and interest income 9,168
----------
Total investment income 458,742
----------
Total additions 1,780,939
----------
Deductions:
Benefits paid to participants 140,192
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Total deductions 140,192
----------
Net increase in net assets available for benefits 1,640,747
Net assets available for benefits:
Beginning of year 5,007,388
----------
End of year $6,648,135
==========
See accompanying notes to financial statements.
3
CAPITAL CITY BANK GROUP, INC. 401(K) PLAN
Notes to Financial Statements
December 31, 2004 and 2003
(1) Description of the Plan
The following description of the Capital City Bank Group, Inc. 401(k)
Plan (the "Plan") provides general information only. More complete
information regarding the Plan's provisions may be found in the Plan
document.
(a) General
The Plan, established on October 1, 1997, effective retroactive to
January 1, 1997, is a defined contribution retirement plan under
the provisions of Section 401(a) of the Internal Revenue Code (the
"IRC"), which includes a qualified deferred arrangement as
described in Section 401(k) of the IRC. The Plan is intended to
provide benefits to all eligible employees of Capital City Bank
Group, Inc. (the "Company"). Employees of the Company who are 21
years of age or older become eligible to participate in the Plan at
the time of employment. Employees may enter the Plan on the first
day of the month coinciding with or next following the date on
which the employee becomes eligible to participate in the Plan.
(b) Plan Administration
The overall responsibility for administering the Plan rests with
the Company. However, the Company has delegated administration of
the Plan to the Retirement Committee (the "Plan Administrator").
The Plan's trustee, Capital City Trust Company (the "Trustee"), a
subsidiary of the Company, is responsible for the management and
control of the Plan's assets. Federated Investors, Inc. provides
record-keeping services for the Plan.
(c) Participant Contributions and Excess Contributions
Each year, participants may elect to contribute up to 30% of pretax
annual compensation, as defined in the Plan and subject to certain
limitations under the IRC. Participants may choose to change their
deferral percentage at any time. Discretionary employer matching
and profit-sharing contributions may be contributed to the Plan at
the option of the Company's Board of Directors, subject to certain
limitations. Excess contributions represent amounts in excess of
the limitations imposed by the IRC. Such excess contributions were
remitted back to employees within 2 1/2 months of the Plan's year-
end.
(d) Employer Matching Contributions
Effective January 1, 2003, the Company provided a 50% match on
participant contributions of 6% or less. Only employees hired after
January 1, 2002 are eligible for this match.
(e) Participant Accounts
Each participant's account is credited with the participant's
contribution and allocations of Plan earnings. Allocations of Plan
earnings are based on account balances, as defined in the Plan.
Employer discretionary contributions are allocated among all
participants in an amount equal to the ratio of the participant's
compensation to the compensation of all participants for the Plan
year. Employer discretionary contributions are invested based on
the participant's elective deferral.
4
CAPITAL CITY BANK GROUP, INC. 401(K) PLAN
Notes to Financial Statements
December 31, 2004 and 2003
(f) Investment Options
Participants can direct their contributions into 17 investment
options. Participants can change their investment elections and
balances daily by way of telephone voice response system, with
their contributions being changed the next applicable payroll
period.
(g) Benefits Paid to Participants
Upon termination of service due to death, disability, retirement or
other reason, a participant will receive a lump-sum amount equal to
the value of the vested interest in his or her account.
Participants may also receive a distribution while in service upon
demonstration of financial hardship.
(h) Vesting
Participants are immediately vested in their contributions plus
actual earnings thereon. Vesting in the Company's matching and
discretionary contribution portion of their accounts plus actual
earnings thereon is based on years of continuous service. A
participant is 100% vested in the Company's matching and
discretionary contributions, and related earnings thereon, after
three years of credited service (on a cliff basis). Credited
service is based on 1,000 hours of work in one year.
(i) Forfeitures
Forfeitures are used to reduce the employer contribution.
Forfeitures during the years ended December 31, 2004 and 2003 were
$2,075 and $2,763, respectively.
(2) Summary of Accounting Policies
(a) Basis of Accounting
The financial statements of the Plan are prepared under the accrual
basis of accounting.
(b) Use of Estimates
The preparation of financial statements requires management to make
estimates and assumptions related to the reported amounts of
assets, liabilities, and changes therein and the disclosure of
contingent assets and liabilities. Actual results could differ from
those estimates.
(c) Investments
The Plan's investments are stated at fair value. Securities traded
on a national securities exchange are valued at quoted market
prices. The Company's common stock is valued at its quoted market
price as listed on the NASDAQ national market under the ticker
symbol CCBG.
The Plan's investments include funds, which invest in various types
of investment securities and in various companies within various
markets. Investments are exposed to several risks, such as interest
rate, market and credit risks. Due to the level of risk associated
with certain investments, it is at least reasonably possible that
changes in the values of investments will occur in the near term
and that such changes could materially affect the amounts reported
in the Plan's financial statements and schedules.
5
CAPITAL CITY BANK GROUP, INC. 401(K) PLAN
Notes to Financial Statements
December 31, 2004 and 2003
(d) Income Recognition
Purchases and sales of securities are recorded on a trade-date
basis. Interest income is recorded on the accrual basis. Dividends
are recorded on the ex-dividend date.
(e) Plan Expenses
All plan expenses are paid by the Company.
(f) Voting Rights
The Trustee is required to vote shares of Company stock on behalf
of the collective best interest of plan participants and
beneficiaries, as instructed by the proxy statement.
(3) Investments
The investments of the Plan are held in a trust fund administered by the
Trustee. Investments that represent 5% or more of the Plan's net assets
available for benefits are separately identified as follows:
2004 2003
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Investments at fair value:
Federated Max-Cap Index Fund (75,806 and 63,728 shares) $ 1,853,455 1,431,972
Federated Treasury Obligations Fund (1,178,996
and 974,251 shares) 1,178,996 974,251
Capital City Bank Group, Inc. Common Stock (13,370
and 10,539 shares) 558,866 484,689
Federated Kaufman Fund (115,626 and 84,187 shares) 619,753 417,568
MFS International Value Fund A (0 and 17,899 shares) - 353,146
Federated Capital Appreciation Fund (17,745 and
13,600 shares) 449,847 324,628
Euro Pac Growth Fund (15,773 and 0 shares) 556,140 -
During the year ended December 31, 2004, the Plan's investments, including
gains and losses on investments bought and sold as well as held during the
year, appreciated in value as follows:
Mutual funds $ 518,006
Capital City Bank Group, Inc. Common Stock (41,432)
------------
Net appreciation in fair value of investments $ 476,574
============
(4) Plan Termination
Although it has not expressed any intent to do so, the Company has the
right to terminate the Plan subject to the provisions of the Employee
Retirement Income Security Act of 1974. In the event of Plan
termination, participants would become 100% vested in all of their
accounts.
6
CAPITAL CITY BANK GROUP, INC. 401(K) PLAN
Notes to Financial Statements
December 31, 2004 and 2003
(5) Tax Status
The Internal Revenue Service issued a determination letter dated
November 19, 2001, stating that the Plan was designed in accordance with
applicable IRC requirements as of that date. Though the Plan has been
amended since the date of such letter, the Plan Sponsor and its counsel
believe that the Plan document continues to conform to applicable IRC
requirements. The Plan Sponsor and its counsel believe that the Plan
has operated in compliance with the Plan document, except that beginning
in the 2003 Plan Year, eligibility to participate for certain new
employees was incorrectly determined. Legal counsel has opined that the
operational deficiency can be corrected and will not adversely affect
the Plan's tax qualification. The correction will be made by a
contribution from the Plan Sponsor. The Plan Sponsor has estimated that
the required corrective contribution will approximate $32,000. Such
amount has been reflected as an employer contribution receivable in the
accompanying statement of net assets available for benefits as of
December 31, 2004.
(6) Related Parties
The Plan owns 13,370 and 10,539 shares of the Company's common stock at
December 31, 2004 and 2003, respectively, which represents approximately
0.09% and 0.08% of the outstanding common stock of the Company.
The Trustee is a subsidiary of the Company. The Trustee's fees are paid
by the Company.
(7) Reconciliation to Form 5500
As of December 31, 2004, the Plan had no pending distributions to
participants who elected distributions from the Plan.
7
CAPITAL CITY BANK GROUP, INC.
401(k) PLAN
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)
December 31, 2004
Identity of
Party involved Description of investment Fair value
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Mutual Funds:
* Federated Investors, Inc. Federated Max-Cap Index Fund, 75,806 shares $1,853,455
Federated Treasury Obligations Fund, 1,178,996 shares 1,178,996
Federated Kaufman Fund, 115,626 shares 619,753
Federated Capital Appreciation Fund, 17,745 shares 449,847
Federated Total Return Bond Fund, 23,016 shares 249,494
Federated Stock Trust Fund, 5,479 shares 203,709
Federated U.S. Gov. Sec. 2-5 Years, 7,364 shares 83,216
Federated Mid Cap Index, 4,030 shares 84,787
Federated High Income Bond Fund, 3,851 shares 31,695
Federated Income Trust, 1,061 shares 11,160
* Capital City Bank Group, Inc. Capital City Bank Group, Inc., Common Stock, 13,370 shares 558,866
American Funds Euro Pac Growth Funds, 15,773 shares 556,140
Janus Capital Group, Inc. Janus Advisor Capital Appreciation Fund, 11,301 shares 283,307
American Century Investment American Century Strategic Allocation Fund: Moderate, 18,463 shares 124,810
Management, Inc. American Century Strategic Allocation Fund: Aggressive, 5,224 shares 40,227
American Century Strategic Allocation Fund: Conservative, 2,363 shares 13,210
Constellation Clover Small Cap Value Fund, 6,478 shares 174,640
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$6,517,312
==========
* Represents a party in interest.
See accompanying report of independent registered public accounting firm.
8
CAPITAL CITY BANK GROUP, INC.
401(k) PLAN
Schedule H, Line 4j - Schedule of Reportable Transactions
Year ended December 31, 2004
The transactions set forth below are those which involve an amount in excess of five
Percent of the fair value of the Plan's assets at the beginning of the year.
Purchase Selling Cost of Net gain
Description of assets price price investment or (loss)
------------------------------------ ----------- ----------- ------------ ----------
Single Transactions:
MFS International Value Fund - 553,730 402,492 153,238
Euro Pac Growth Fund 555,730 - 555,730 -
See accompanying report of independent registered public accounting firm.
9
EXHIBIT INDEX
Exhibit No. Document
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23 Consent of Independent Registered Public Accounting Firm
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or persons who administer the employee benefit plan) have duly
caused this annual report to be signed on its behalf by the undersigned
hereunto duly authorized.
CAPITAL CITY BANK GROUP, INC. Profit Sharing 401(k) Plan
By: Capital City Trust Company, Trustee
By: /s/ Randolph M. Pople
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Randolph M. Pople, President