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, 2003
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, 2003 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, 2003 and 2002
(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, 2003 and 2002 2
Statement of Changes in Net Assets Available for Benefits
- Year ended December 31, 2003 3
Notes to Financial Statements 4
Schedule
Schedule H, Line 4i - Schedule of Assets (Held at End of Year) 8
Report of Independent Registered Public Accounting Firm
To the Retirement Committee of
Capital City Bank Group, Inc.:
We have audited the 2003 and 2002 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 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, 2003 and 2002, and the changes in net assets available for
benefits for the year ended December 31, 2003 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 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 audits 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.
Orlando, Florida
June 21, 2004
CAPITAL CITY BANK GROUP, INC.
401(K) PLAN
Statements of Net Assets Available for Benefits
December 31, 2003 and 2002
2003 2002
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Assets:
Cash $ 68,322 14
Investments, at fair value (note 3) 4,963,153 3,467,631
Participant contributions receivable - 54,962
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5,031,475 3,522,607
Liabilities - Excess contributions payable 24,087 33,896
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Net assets available for benefits $5,007,388 3,488,711
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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, 2003
Additions:
Contributions:
Participant $ 887,848
Employer 32,259
Rollovers 71,873
----------
Total contributions 991,980
Investment income:
Net appreciation in fair value of investments (note 3) 845,110
Dividends and interest income 6,628
----------
Total investment income 851,738
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Total additions 1,843,718
----------
Deductions:
Benefits paid to participants (325,041)
----------
Total deductions (325,041)
----------
Net increase in net assets available for benefits 1,518,677
Net assets available for benefits:
Beginning of year 3,488,711
----------
End of year $5,007,388
==========
See accompanying notes to financial statements.
3
CAPITAL CITY BANK GROUP, INC. 401(K) PLAN
Notes to Financial Statements
December 31, 2003 and 2002
(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 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. 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 requirements of 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.
(f) Investment Options
Participants can direct their contributions into 17 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
CAPITAL CITY BANK GROUP, INC. 401(K) PLAN
Notes to Financial Statements
December 31, 2003 and 2002
(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 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.
(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
CAPITAL CITY BANK GROUP, INC. 401(K) PLAN
Notes to Financial Statements
December 31, 2003 and 2002
(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:
2003 2002
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Investments at fair value:
Federated Max-Cap Index Fund (63,728 and 60,158 shares) $ 1,431,972 1,070,228
Federated Treasury Obligations Fund (974,251
and 802,700 shares) 974,251 802,700
Capital City Bank Group, Inc. Common Stock (10,539
and 7,154 shares) 484,689 280,365
Federated Kaufman Fund (84,187 and 56,340 shares) 417,568 194,375
MFS International Value Fund A (17,899 shares) 353,146 -
Federated Capital Appreciation Fund (13,600
and 10,829 shares) 324,628 209,765
Federated International Equity Fund (18,693 shares) - 215,167
During the year ended December 31, 2003, 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 $ 693,122
Capital City Bank Group, Inc. Common Stock 151,988
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Net depreciation in fair value of investments $ 845,110
============
(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 10,539 and 7,154 shares of the Company's stock at
December 31, 2003 and 2002, respectively, which represents approximately
0.08% and 0.07% of the outstanding common stock of the Company.
6
CAPITAL CITY BANK GROUP, INC. 401(K) PLAN
Notes to Financial Statements
December 31, 2003 and 2002
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, 2003, the Plan had $3,103 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,
2003, however they will not be recorded as benefits paid in the
accompanying statement of net assets available for benefits until 2004.
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, 2003 and 2002:
Net assets Net assets
available for available for
Benefits paid benefits - 2003 benefits - 2002
------------- --------------- ---------------
Amount on financial statements $ 325,041 5,007,388 3,488,711
2003 amounts pending distributions to
participants 3,103 (3,103) -
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Balance on Form 5500 $ 328,144 5,004,285 3,488,711
========= ========= =========
7
CAPITAL CITY BANK GROUP, INC.
401(k) PLAN
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)
December 31, 2003
Identity of
Party involved Description of investment Fair value
- --------------------------- ---------------------------------------------------------------- ----------
* Federated Investors, Inc. Mutual Funds:
Federated Max-Cap Index Fund, 63,728 shares $1,431,972
Federated Treasury Obligations Fund, 974,251 shares 974,251
Federated Kaufman Fund, 84,187 shares 417,568
Federated Capital Appreciation Fund, 13,600 shares 324,628
Federated Total Return Bond Fund, 20,382 shares 220,936
Federated Stock Trust Fund, 4,072 shares 139,561
Federated U.S. Gov. Sec. 2-5 Years, 9,991 shares 115,093
Federated Mid Cap Index, 2,915 shares 55,318
Federated High Income Bond Fund, 2,137 shares 17,184
Federated Income Trust, 534 shares 5,633
* Capital City Bank Group, Inc. Capital City Bank Group, Inc., Common Stock, 10,539 shares 484,689
MFS Investment Management MFS International Value Fund A, 17,899 353,146
Janus Capital Group, Inc. Janus Advisor Capital Appreciation, 9,284 shares 197,836
American Century Investment American Century Strategic Allocation Fund: Moderate, 15,450 shares 97,951
Management, Inc. American Century Strategic Allocation Fund: Aggressive, 7,207 shares 50,233
American Century Strategic Allocation Fund: Conservative, 1,509 shares 8,268
Turner Investment Partners, Inc. Turner Small Cap Value Fund, 3,070 shares 68,886
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$4,963,153
==========
* Represents a party in interest.
See accompanying report of independent registered public accounting firm.
8
EXHIBIT INDEX
Exhibit No. Document
- ----------- --------
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