UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
FOR ANNUAL REPORTS OF EMPLOYEE STOCK
PURCHASE, SAVINGS, AND SIMILAR PLANS
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
/ 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:
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
-----------------------------------------
(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. 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, 2005 have been prepared in
accordance with the financial reporting requirements of ERISA.
CAPITAL CITY BANK GROUP, INC.
401(k) PLAN
FINANCIAL STATEMENTS
December 31, 2005 and 2004
CAPITAL CITY BANK GROUP, INC.
401(k) PLAN
Tallahassee, Florida
FINANCIAL STATEMENTS
December 31, 2005 and 2004
CONTENTS
REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS................1-2
FINANCIAL STATEMENTS
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS.........................3
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS...............4
NOTES TO FINANCIAL STATEMENTS...........................................5
SUPPLEMENTAL SCHEDULE
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR).........10
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Retirement Committee of
Capital City Bank Group, Inc.
Tallahassee, Florida
We have audited the accompanying statement of net assets available for
benefits of Capital City Bank Group, Inc. 401(k) Plan (the "Plan") as of
December 31, 2005, and the related statement of changes in net assets
available for benefits for the year ended December 31, 2005. These financial
statements 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 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, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the 2005 financial statements referred to above present
fairly, in all material respects, the net assets available for benefits of
the Plan as of December 31, 2005, and the changes in net assets available for
benefits for the year ended December 31, 2005 in conformity with U.S.
generally accepted accounting principles.
Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental Schedule of Assets
(Held at End of Year) is presented for the purpose of additional analysis and
is not a required part of the basic financial statements but is 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. This supplemental schedule is the responsibility of the Plan's
management. The supplemental schedule has been subjected to the auditing
procedures applied in the audit of the basic 2005 financial statements and,
in our opinion, is fairly stated in all material respects in relation to the
basic 2005 financial statements taken as a whole.
/s/ Crowe Chizek and Company LLC
Crowe Chizek and Company LLC
Fort Lauderdale, Florida
June 23, 2006
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1.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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. 401(k) Plan (the "Plan") as of
December 31, 2004. This financial statement is the responsibility of the Plan
administrator. Our responsibility is to express an opinion on this financial
statement based on our audit.
We conducted our audit 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 statement is free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statement. 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 statement referred to above presents fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 2004, in conformity with U.S. generally accepted accounting
principles.
/s/ KPMG LLP
KPMG LLP
Orlando, Florida
June 10, 2005
Certified Public Accountants
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2.
CAPITAL CITY BANK GROUP, INC.
401(k) PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, 2005 and 2004
--------------------------------------------------------------------------------------
2005 2004
---- ----
ASSETS
Cash $ 13,354 $ 5,279
Investments, at fair value (Note 3) 8,322,043 6,517,312
Participant contributions receivable 119,756 89,242
Employer contribution receivable 14,416 38,517
Dividend receivable 9,570 -
---------- ----------
8,479,139 6,650,350
LIABILITIES
Excess contributions payable -- 2,215
---------- ----------
NET ASSETS AVAILABLE FOR BENEFITS $8,479,139 $6,648,135
========== ==========
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3.
See accompanying notes to financial statements.
CAPITAL CITY BANK GROUP, INC.
401(K) PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Year ended December 31, 2005
-----------------------------------------------------------------------------
Investment income
Net appreciation in fair value of investments (Note 3) $ 220,133
Dividends and interest income 294,106
----------
514,239
Contributions
Participant 1,441,133
Employer 130,549
Rollovers 107,643
----------
1,679,325
----------
Total additions 2,193,564
----------
Deductions from net assets attributed to:
Benefits paid to participants 362,560
----------
Net increase 1,831,004
Net assets available for benefits
Beginning of year 6,648,135
----------
End of year $8,479,139
==========
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See accompanying notes to financial statements.
4.
CAPITAL CITY BANK GROUP, INC.
401(K) PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2005 and 2004
-----------------------------------------------------------------------------
NOTE 1 - DESCRIPTION OF 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.
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.
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.
Participant Contributions and Excess Contributions:
-------------------------------------------------- Each year, participants
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. Excess contributions represent
amounts that were contributed by employees in excess of the limitations
imposed by the IRC. There were no excess contributions for the 2005 year.
For the year 2004, there were certain excess contributions that were refunded
to employees within 2 1/2 months of the Plan's year-end.
Employer Contributions:
---------------------- For the 2005 year, 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. No additional discretionary
employer contributions were made for the year.
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.
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(Continued)
5.
CAPITAL CITY BANK GROUP, INC.
401(K) PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2005 and 2004
-----------------------------------------------------------------------------
NOTE 1 - DESCRIPTION OF PLAN (Continued)
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.
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.
Retirement, Death and Disability:
-------------------------------- A participant is entitled to 100% of his
or her account balance upon retirement, death or disability.
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.
Forfeitures:
----------- Forfeitures are used to reduce the employer contribution.
Forfeitures during the years ended December 31, 2005 and 2004 were $11,355
and $2,075, respectively.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting:
------------------- The financial statements of the Plan are prepared under
the accrual basis of accounting in accordance with accounting principles
generally accepted in the United States of America.
Use of Estimates:
---------------- The preparation of financial statements in conformity with
accounting principles generally accepted in the United States 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.
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.
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(Continued)
6.
CAPITAL CITY BANK GROUP, INC.
401(K) PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2005 and 2004
-----------------------------------------------------------------------------
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
The Plan's investments include common stock and mutual 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
participant's individual account balances.
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.
Plan Expenses:
------------- All plan expenses are paid by the Company.
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.
NOTE 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:
December 31,
------------
2004 2003
---- ----
Investments at fair value
Federated Max-Cap Index Fund (82,332 and
75,806 shares) $ 2,034,418 $1,853,455
Federated Treasury Obligations Fund (1,379,495
and 1,178,996 shares) 1,379,495 1,178,996
American Euro Pac Growth Fund (20,583 and 15,773 shares) 835,861 556,140
Federated Kaufman Fund (138,145 and 115,626 shares) 773,612 619,753
Capital City Bank Group, Inc. Common Stock
(22,036 and 13,370 shares) 755,614 558,866
Federated Capital Appreciation Fund (19,745
and 17,745 shares) 495,213 449,847
Federated Total Return Bond Fund (43,742 and 23,016 shares) 461 480 249,494
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(Continued)
7.
CAPITAL CITY BANK GROUP, INC.
401(K) PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2005 and 2004
-----------------------------------------------------------------------------
NOTE 3 - INVESTMENTS (Continued)
During the year ended December 31, 2005 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 $ 197,384
Capital City Bank Group, Inc. Common Stock 22,749
------------
Net appreciation in fair value of investments $ 220,133
============
NOTE 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.
NOTE 5 - TAX STATUS
The Plan is relying on a favorable opinion letter dated November 19, 2001
issued to Capital City Trust Company, the plan document sponsor. The Plan is
not required to file for an individual determination letter because of the
opinion letter received from the Internal Revenue Service. Although the Plan
has been amended since receiving favorable opinion, the plan administrator
believes that the Plan is designed and is being operated in accordance with
the applicable requirements of the IRC.
NOTE 6 - PARTY IN INTEREST TRANSACTIONS
The Plan owns 22,036 and 13,370 shares of the Company's common stock at
December 31, 2005 and 2004, respectively, which represents approximately
0.12% and 0.09% of the outstanding common stock of the Company. Dividend
income of $12,643 was recognized during 2005 from the Plan's investment in
the Company's common stock. This investment qualifies as a party-in-interest
investment.
The Trustee is a subsidiary of the Company. The Trustee's fees are paid by
the Company.
Certain of the Plan's investments are managed by Federated Investors, Inc.,
the Plan's record-keeper. At December 31, 2005 and 2004, the Plan held the
following party-in-interest investments (at estimated fair value), managed by
Federated Investors, Inc.:
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(Continued)
8.
CAPITAL CITY BANK GROUP, INC.
401(K) PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2005 and 2004
-----------------------------------------------------------------------------
NOTE 6 - PARTY IN INTEREST TRANSACTIONS (Continued)
2005 2004
---- ----
Federated Max-Cap Index Fund (82,332 and
75,806 shares) $2,034,418 $1,853,455
Federated Treasury Obligations Fund (1,379,495
and 1,178,996 shares) 1,379,495 1,178,996
Federated Kaufmann Fund (138,145 and 115,626 shares) 773,612 619,753
Federated Capital Appreciation Fund (19,745
and 17,745 shares) 495,213 449,847
Federated Total Return Bond Fund (43,742 and 23,016 shares) 461,480 249,494
Federated Stock Trust Fund (9,718 and 5,479 shares) 303,673 203,709
Federated Index Trust (9,781 and 0 shares) 216,746 -
Federated U.S. Gov. Sec. 2-5 Years (8,039 and 7,364 shares) 88,186 83,216
Federated High Income Bond Fund (3,908 and 3,851 shares) 30,599 31,695
Federated Income Trust (2,064 and 1,061 shares) 21,134 11,160
Federated Mid Cap Index (0 and 4,030 shares) - 84,787
NOTE 7 - SUBSEQUENT EVENTS
Effective February 1, 2006, Capital City Trust Company will begin providing
record-keeping services for the Plan.
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9.
SUPPLEMENTAL SCHEDULE
CAPITAL CITY BANK GROUP, INC.
401(k) PLAN
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
December 31, 2005
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Name of plan sponsor: Capital City Bank Group, Inc.
Employer identification number: 59-2273542
Three-digit plan number: 003
(c)
(b) Description of Investment
Identity of Issuer, Including Maturity Date,
Borrower, Rate of Interest, (e)
Lessor, or Collateral, Par (d) Current
(a) Similar Party or Maturity Value **Cost Value
--- ------------- ----------------- ------ -----
Mutual Funds
------------
* Federated Investors, Inc. Federated Max-Cap Index Fund,
82,332 shares $2,034,418
* Federated Investors, Inc. Federated Treasury Obligations
Fund, 1,379,495 shares 1,379,495
* Federated Investors, Inc. Federated Kaufmann Fund,
138,145 shares 773,612
* Federated Investors, Inc. Federated Capital Appreciation
Fund, 19,745 shares 495,213
* Federated Investors, Inc. Federated Total Return Bond
Fund, 43,742 shares 461,480
* Federated Investors, Inc. Federated Stock Trust Fund,
9,718 shares 303,673
* Federated Investors, Inc. Federated Index Trust, 9,781 shares 216,746
* Federated Investors, Inc. Federated U.S. Gov. Sec. 2-5 Years,
8,039 shares 88,186
* Federated Investors, Inc. Federated High Income Bond
Fund, 3,908 shares 30,599
* Federated Investors, Inc. Federated Income Trust, 2,064 shares 21,134
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(Continued)
10.
CAPITAL CITY BANK GROUP, INC.
401(k) PLAN
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
December 31, 2005
-----------------------------------------------------------------------------
Name of plan sponsor: Capital City Bank Group, Inc.
Employer identification number: 59-2273542
Three-digit plan number: 003
(c)
(b) Description of Investment
Identity of Issuer, Including Maturity Date,
Borrower, Rate of Interest, (e)
Lessor, or Collateral, Par (d) Current
(a) Similar Party or Maturity Value **Cost Value
--- ------------- ----------------- ------ -----
* Capital City Bank Capital City Bank Group, Inc.,
Group, Inc. Common Stock, 22,036 shares $ 755,614
American Funds Euro Pac Growth Fund, 20,583 shares 835,861
Janus Capital Group, Inc. Janus Advisor Capital Appreciation
Fund, 13,555 shares 389,432
American Century Investment American Century Strategic Allocation
Management, Inc. Fund: Conservative, 6,416 shares 35,290
American Century Investment American Century Strategic Allocation
Management, Inc. Fund: Moderate, 25,127 shares 169,355
American Century Investment American Century Strategic Allocation
Management, Inc. Fund: Aggressive, 11,077 shares 87,177
Lord Abbett Research Fd. Small Cap Value Fund, 8,670 shares 244,758
----------
$8,322,043
==========
* Represents party-in-interest
** Investment is participant directed; therefore historical cost is not required.
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11.
EXHIBIT INDEX
Exhibit No. Document
----------- --------
23.1 Consent of Crowe Chizek and Company LLC
23.2 Consent of KPMG LLP
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