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, 1997 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. (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. (Exact name of registrant as specified in its charter) 217 North Monroe Street, Tallahassee, Florida 32301 (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 schedules of the Plan for the fiscal year ended December 31, 1997, which have been prepared in accordance with the financial reporting requirements of ERISA, are attached hereto as Appendix 1 and incorporated herein by this reference. Financial Statements and Schedules December 31, 1997 TABLE OF CONTENTS Report of Independent Certified Public Accountants Financial Statements Statement of Net Assets Available for Benefits - December 31, 1997 Statement of Changes in Net Assets Available for Benefits, With Fund Information, for the Period From Inception (January 1, 1997) Through December 31, 1997 Notes to Financial Statements and Schedules Schedules Supporting Financial Statements Schedule I: Item 27a - Schedule of Assets Held for Investment Purposes - December 31, 1997 Schedule II: Item 27d - Schedule of Reportable Transactions for the Period From Inception (January 1, 1997) Through December 31, 1997 REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS To the Retirement Committee of Capital City Bank Group, Inc.: We have audited the accompanying statement of net assets available for benefits of Capital City Bank Group, Inc. Profit Sharing 401(k) Plan as of December 31, 1997 and the related statement of changes in net assets available for benefits, with fund information, for the period from inception (January 1, 1997) through December 31, 1997. These financial statements and the schedules referred to below are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards. 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 audit provides 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, 1997 and the changes in net assets available for benefits for the period from inception (January 1, 1997) through December 31, 1997 in conformity with generally accepted accounting principles. Our audit was made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of assets held for investment purposes and 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 Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The fund information in the statement of changes in net assets available for benefits is presented for purposes of additional analysis rather than to present the changes in net assets available for plan benefits of each fund. The supplemental schedules and fund information have been subjected to the auditing procedures applied in the audit 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. ARTHUR ANDERSEN LLP Jacksonville, Florida May 8, 1998 Statement of Net Assets Available for Benefits December 31, 1997 Cash $ 52 Investments, at fair value (Notes 2 and 3): Provident T-Fund 4,283 SEI Short Duration Government Fund 2,105 SEI Bond Index Fund 38,700 SEI S&P 500 Fund 96,140 T. Rowe Price International Fund 20,025 Berger Small Cap Stock Fund 15,371 Capital City Bank Group Common Stock 11,982 Total investments 188,606 Receivables: Participants' contributions 37,970 Transfer from merged plan 207,067 Total receivables 245,037 Accrued investment income 1,277 Net assets available for benefits $434,972 The accompanying notes are an integral part of this statement. Statement of Changes in Net Assets Available for Benefits, with Fund Information, for the Period from Inception (January 1, 1997) through December 31, 1997.
Participant-Directed SEI Short SEI SEI Berger Capital City Duration Bond S&P T. Rowe Price Small Cap Bank Group Provident Government Index 500 International Stock Common T-Fund Fund Fund Fund Stock Fund Fund Stock Other Total ADDITIONS TO NET ASSETS ATTRIBUTED TO: Contribution: Participants $4,278 $2,102 $ 9,099 $46,391 $10,627 $ 5,485 $11,043 $ 37,970 $126,995 Rollovers 0 0 29,453 48,952 9,843 9,805 0 0 98,053 Transfer from Merged Plan (Note 1) 0 0 0 0 0 0 0 207,067 207,067 4,278 2,102 38,552 95,343 20,470 15,290 11,043 245,037 432,115 INVESTMENT INCOME: Net Appreciation (Depreciation) In Fair Value (Note 3) 0 1 137 627 (445) (227) 939 0 1,032 Dividends 5 2 11 170 0 308 0 1,329 1,825 Total Additions 4,283 2,105 38,700 96,140 20,025 15,371 11,982 246,366 434,972 NET INCREASE NET ASSETS AVAILABLE FOR BENEFITS: Beginning of Year 0 0 0 0 0 0 0 0 0 End of Year 4,283 2,105 38,700 96,140 20,025 15,371 The accompanying notes are an integral part of this statement.
Notes to Financial Statements and Schedules December 31, 1997 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. General The Plan, as established on October 1, 1997, effective retroactively to January 1, 1997, is a defined contribution plan under the provisions of Section 401(a) of the Internal Revenue Code ("IRC"), which includes a qualified deferred arrangement as described in Section 401(k) of the IRC. The Plan provides benefits to all employees of Capital City Bank Group, Inc. (the "Company"). Presently, employees of the Company and certain participating subsidiaries 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 employees become eligible to participate in the Plan. On July 1, 1996 the Company acquired First Financial Bancorp, Inc., the parent company of First Federal Bank. Effective September 30, 1997, First Federal Bank's 401(k) plan was terminated and merged into the Plan. However, the assets were not transferred into the Plan until January 2, 1998. Contributions and Withdrawals Each year, participants may elect to contribute up to 15% of pre-tax annual compensation, as defined in the Plan and subject to certain limitations under the Internal Revenue Code. Employer matching and discretionary 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 for 1997. Participants in service may make hardship withdrawals from their voluntary contributions upon demonstrating immediate and heavy financial need. No withdrawals may be made from company contributions. 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. Investment Options Participants may change investments or redesignate the percentages on the following date(s): March 1, June 1, September 1, December 1. Upon enrollment in the Plan, a participant may direct employee contributions in any of seven investment options. MONEY MARKET FUND Provident T-Fund The Provident T-Fund is a money market fund whose objective is to seek current income with overnight liquidity and security of principal. The fund invests in U.S. Treasury bills, notes, and direct obligations of the U.S. Treasury and in repurchase agreements fully collateralized by such obligations. The fund's average weighted maturity is 37 days. BOND FUNDS SEI Short Duration Government Fund The Short Duration Government Fund seeks to provide current income and to preserve principal value. The funds invests in those securities issued by the U.S. government and backed by its full faith and credit and securities issued by U.S. government agencies. The average maturity of the fund is one to three years. The fund seeks to provide a higher level of sustainable income and total return than money market investments, with limited principal value fluctuations. SEI Bond Index Fund The SEI Bond Index Fund's objective is current income. The fund seeks to provide investment results that correspond to the aggregate price and income performance of the debt securities in the Lehman Aggregate Bond Index. The index covers the U.S. investment grade fixed rate bond market, including the government and corporate markets, agency mortgage pass-through securities, and asset-backed securities. The maturity of the index is typically between eight and ten years. STOCK FUNDS SEI S&P 500 Fund The SEI S&P 500 Fund's investment objective is long-term growth of capital. The fund seeks to provide investment results consistent with the stock market as a whole, as represented by the Standard & Poor's 500 Stock Index. The fund purchases, in the same proportion, the 500 common stocks which make up the Standard & Poor's 500 Stock Index. The 50 largest stocks in the index account for approximately 50% of the weighting of the index, and the index represents approximately two-thirds of the market value of common stocks listed on the New York Stock Exchange. Deviation in performance between the fund and the index, called tracking error, is typically attributable to trading costs and cash reserves held for liquidity needs. T. Rowe Price International Stock Fund The T. Rowe International Stock Fund's objective is long-term growth of capital through investments primarily in common stocks of established, non-U.S. companies The fund expects to invest substantially all of its assets outside the U.S. and to diversify broadly among countries throughout the world-developed, newly industrialized, and emerging. Share price will fluctuate with changes in market, economic, and foreign currency exchange conditions, as well as with changes in portfolio company prospects. Berger Small Cap Stock Fund This fund invests in stocks of smaller companies, and represents a managed portfolio. Capital City Bank Group Common Stock This investment option invests in the common stock of Capital City Bank Group, Inc. BENEFITS PAYMENTS On termination of service due to death, disability or retirement, a participant may elect to receive either a lump-sum amount equal to the value of the participant's vested interest in his or her account, or annual installments over a ten year period. For termination of service due to other reasons, a participant may receive the value of the vested interest in his or her account as a lump-sum distribution. 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 five years of credited service. 2. Summary of Accounting Policies Basis of Accounting The financial statements of the Plan are prepared under the accrual method of accounting. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles 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. Investment Valuation and Income Recognition The Plan's investments are stated at fair value as determined by quoted market prices on the last day of the plan year. Purchases and sales of securities are recorded on a settlement date basis which does not materially differ from the trade date. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Plan Expenses All plan expenses are paid by the plan sponsor. 2. Investments The carrying values of individual investments that represent 5% or more of the Plan's net assets as of December 31, 1997 are as follows: Number Of Shares or Pricipal Fair Amount Value Fair Value as Determined by Quoted Market Value: Mutual Funds: SEI Standard & Poor's 500 Fund 3,137 $96,140 SEI Bond Index Fund 3,682 38,700 During the year ended December 31, 1997, the Plan's investments (including investments bought and sold, as well as held during the year) appreciated (depreciated) in value as follows: Mutual Funds $ 93 Common Stock 939 $1,032 3. Plan Termination Although it has not been expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. 4. Tax Status The Company filed for a determination letter with the Internal Revenue Service but had not yet received a ruling as of May 8, 1998. However, management believes that the Plan is currently designed and is being operated in compliance with the application requirements of the Code. Therefore, management believes that the Plan was qualified and that the related trust was tax-exempt as of December 31, 1997. Profit Sharing 401(k) Plan Item 27a - Schedule of Assets Held for Investment Purposes December 31, 1997 Shares or Fair Description Face Value Cost Value MONEY MARKET FUND: Provident T-Fund 4,283 $ 4,283 $ 4,283 MUTUAL FUNDS: SEI Short Duration Government Fund 210 2,104 2,105 SEI Bond Index Fund 3,682 38,564 38,700 SEI S&P 500 Fund 3,137 95,514 96,140 T. Rowe Price International Stock Fund 1,492 20,470 20,025 Berger Small Cap Stock Fund 771 15,599 15,371 Total Mutual Funds 172,251 172,341 COMMON STOCK: Capital City Bank Group Common Stock 287 11,043 11,982 Total Investments $185,577 $188,606 *Represents a party in interest. The accompanying notes are an integral part of this schedule. Profit Sharing 401(k) Plan Item 27d - Schedule of Reportable Transactions for the year ended December 31, 1997 Current Expense Value of Incurred Asset on Net Purchase Selling With Cost of Transaction Gain Identity of Party Involved Description of Asset Price Price Transaction Asset Date (Loss)
MONEY MARKET FUND: Provident T-Fund Money Market Fund $ 4,283 $0 $0 $ 4,283 $4,283 $0 MUTUAL FUNDS: SEI Short Duration Government Fund Mutual Fund 2,104 0 0 2,104 2,104 0 SEI Bond Index Fund Mutual Fund 38,564 0 0 38,564 38,564 0 SEI S&P 500 Fund Mutual Fund 95,514 0 0 95,514 95,514 0 T.Rowe Price International Stock Fund Mutual Fund 20,470 0 0 20,470 20,470 0 Berger Small Cap Stock Fund Mutual Fund 15,599 0 0 15,599 15,599 0 COMMON STOCK: Capital City Bank Group Common Stock Common Stock 11,043 0 0 11,043 11,043 0 *Represents a party in interest. The accompanying notes are an integral part of this schedule.
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS As independent certified public accountants, we hereby consent to the incorporation of our report dated May 8, 1998, included in this Form 11-K, into the Company's previously filed Registration Statement File No. 333-36693. Jacksonville, Florida June 29, 1998 SIGNATURES The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employe