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, 2002
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. Profit Sharing 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. Profit Sharing 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,
2002 have been prepared in accordance with the financial reporting
requirements of ERISA.
CAPITAL CITY BANK GROUP, INC.
PROFIT SHARING 401(K) PLAN
Financial Statements and Schedule
December 31, 2002 and 2001
(With Independent Auditors' Report Thereon)
CAPITAL CITY BANK GROUP, INC.
PROFIT SHARING 401(K) PLAN
Table of Contents
Page
Independent Auditors' Report 1
Financial Statements:
Statements of Net Assets Available for Benefits
- December 31, 2002 and 2001 2
Statement of Changes in Net Assets Available for Benefits
- Year ended December 31, 2002 3
Notes to Financial Statements 4
Schedule
Schedule H, Line 4i - Schedule of Assets (Held at End of Year) 8
Independent Auditors' Report
To the Retirement Committee of
Capital City Bank Group, Inc.:
We have audited the 2002 and 2001 financial statements of Capital City Bank
Group, Inc. Profit Sharing 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 auditing standards generally
accepted in the United States of America. 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, 2002 and 2001, and the changes in net assets available for
benefits for the year ended December 31, 2002 in conformity with accounting
principles generally accepted in the United States of America.
Our audit was performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental Schedule H, Line 4i -
Schedule of Assets (Held at End of Year) is presented for purposes of
additional analysis and is not a required part of the basic financial
statements but is supplementary information required by the Department of
Labor Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. This supplemental schedule is the
responsibility of the Plan administrator. The supplemental schedule has been
subjected to the auditing procedures applied in the audit of the basic
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
KPMG LLP
Jacksonville, Florida
June 20, 2003
CAPITAL CITY BANK GROUP, INC.
PROFIT SHARING 401(K) PLAN
Statements of Net Assets Available for Benefits
December 31, 2002 and 2001
2002 2001
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Assets:
Cash $ 14 -
Investments, at fair value (note 3) 3,467,631 3,291,043
Participant contributions receivable 54,962 61,293
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3,522,607 3,352,336
Liabilities - Excess contributions payable 33,896 -
---------- ---------
Net assets available for benefits $3,488,711 3,352,336
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See accompanying notes to financial statements.
2
CAPITAL CITY BANK GROUP, INC.
PROFIT SHARING 401(K) PLAN
Statement of Changes in Net Assets Available for Benefits
Year ended December 31, 2002
Additions:
Contributions:
Participant $ 763,262
Rollovers 97,104
----------
Total contributions 860,366
Dividends and interest income 4,196
----------
Total additions 864,562
----------
Deductions:
Benefits paid to participants 330,214
Net depreciation in fair value of investments (note 3) 397,973
----------
Total deductions 728,187
----------
Net increase in net assets available for benefits 136,375
Net assets available for benefits:
Beginning of year 3,352,336
----------
End of year $3,488,711
==========
See accompanying notes to financial statements.
3
CAPITAL CITY BANK GROUP, INC. PROFIT SHARING 401(K) PLAN
Notes to Financial Statements
December 31, 2002 and 2001
(1) Description of the Plan
The following description of the Capital City Bank Group, Inc. Profit
Sharing 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 provides 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 as of the January 1, April 1, July 1,
or October 1 following the date upon which the employee becomes
eligible to participate in the Plan.
(b) Plan Administration
The overall responsibility for administering the Plan rests with
the Company. The Plan's trustee, Capital City Trust Company (the
Trustee), is responsible for the management and control of the
Plan's assets. Federated Investors, Inc. provides record-keeping
services for the Plan.
(c) Contributions and Excess Contributions
Each year, participants may elect to contribute up to 15% 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. There were no employer contributions in 2002. Excess
contributions represent amounts in excess of the requirements of
the IRC. Such excess contributions were remitted back to employees
within 2 1/2 months of the Plan's year-end.
(d) 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.
(e) Investment Options
Participants can direct their contributions into 15 investment
options. Participants can change their investment elections and
balances daily via telephone voice response system, with their
contributions being changed the next applicable payroll period.
4 (Continued)
CAPITAL CITY BANK GROUP, INC. PROFIT SHARING 401(K) PLAN
Notes to Financial Statements
December 31, 2002 and 2001
(f) Benefits Paid to Participants
Effective January 1, 2002, 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.
(g) 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 after three years of credited service.
Credited service is based on 1,000 hours of work in one year.
(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 in conformity with
accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions that
affect the reported amounts of assets, liabilities, and changes
therein and 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 schedule.
(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.
5 (Continued)
CAPITAL CITY BANK GROUP, INC. PROFIT SHARING 401(K) PLAN
Notes to Financial Statements
December 31, 2002 and 2001
(f) Voting Rights
The Trustee is required to vote 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:
2002 2001
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Investments at fair value:
Federated Max-Cap Fund (60,158 and 52,030 shares) $ 1,070,228 1,208,671
Federated Treasury Obligations Fund (802,700
and 788,292 shares) 802,700 788,292
Capital City Bank Group, Inc. Common Stock (7,154
and 6,494 shares) 280,365 157,349
Federated International Equity Fund (18,693
and 15,327 shares) 215,167 230,833
Federated Capital Appreciation Fund (10,829
and 7,069 shares) 209,765 169,388
Federated Equity Fund
(56,340 shares) 194,375 -
Federated Aggressive Growth Fund
(18,859 shares) - 222,923
During the year ended December 31, 2002, the Plan's investments,
including gains and losses on investments bought and sold as well as
held during the year, (depreciated) appreciated in value as follows:
Mutual funds $ (501,009)
Common stock 103,036
------------
Net depreciation in fair value
of investments $ (397,973)
=============
6 (Continued)
CAPITAL CITY BANK GROUP, INC. PROFIT SHARING 401(K) PLAN
Notes to Financial Statements
December 31, 2002 and 2001
(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 their accounts.
(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 administrator believes
the Plan continues to be designed and is being operated in compliance
with the applicable requirements of the IRC.
(6) Related Parties
The Plan owns 7,154 and 6,494 shares of the Company's stock at
December 31, 2002 and 2001, respectively, which represents approximately
0.07% and 0.06% of the outstanding common stock of the Company.
(7) Reconciliation to Form 5500
As of December 31, 2001, the Plan had $19,277 of pending distributions
to participants who elected distributions from the Plan. These amounts
were recorded as a liability in the Plan's Form 5500 as of December 31,
2001, however they were not recorded as benefits paid in the
accompanying statement of net assets available for benefits until 2002.
The following table reconciles net assets available for benefits on the
financial statements to the Form 5500 as filed by the Company for the
years ended December 31, 2002 and 2001:
Net assets Net assets
available for available for
Benefits paid benefits - 2002 benefits - 2001
------------- --------------- ---------------
Amount on financial statements $ 330,214 3,488,711 3,352,336
2001 amounts pending distributions to
participants (19,277) - (19,277)
--------- --------- ---------
Balance on Form 5500 $ 310,937 3,488,711 3,333,059
========= ========= =========
7
CAPITAL CITY BANK GROUP, INC.
PROFIT SHARING 401(k) PLAN
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)
December 31, 2002
Identity of
Party involved Description of investment Fair value
- --------------------------- ---------------------------------------------------------------- ----------
* Federated Investors, Inc. Mutual Funds:
Federated Max-Cap Fund, 60,158 shares $1,070,228
Federated Treasury Obligations Fund, 802,700 shares 802,700
Federated International Equity Fund, 18,693 shares 215,167
Federated Capital Appreciation Fund, 10,829 shares 209,765
Federated Equity Fund, 56,340 shares 194,375
Federated Total Return Fund, 14,847 shares 160,206
Federated U.S. Government Securities Fund, 11,937 shares 139,307
Federated Growth Strategies Fund, 7,372 shares 138,005
Federated Stock Trust Fund, 3,301 shares 89,730
Federated Managed Moderate Growth Portfolio Fund, 6,284 shares 60,649
Federated Managed Growth Portfolio Fund, 4,375 shares 41,265
Federated International Small Company Fund, 2,720 shares 40,350
Federated Managed Income Portfolio Fund, 1,936 shares 19,617
Federated Managed Conservative Growth Portfolio Fund, 620 shares 5,902
* Capital City Bank Group, Inc. Capital City Bank Group, Inc., Common Stock, 7,154 shares 280,365
----------
$3,467,631
==========
* Represents a party in interest.
See accompanying independent auditors' report.
8
EXHIBIT INDEX
Exhibit No. Document
- ----------- --------
23 Independent Auditors' Consent
99.1 Certification required by the Chief Executive Officer pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.
99.2 Certification required by the Chief Financial Officer pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.
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
-----------------------------
Randolph M. Pople, President
15