UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
____________________________
(Mark One)
[X]
1934
[ ]
REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
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.
217 North Monroe Street
Tallahassee, Florida 32301
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 two years ended December 31, 2019 and 2018
have been prepared in accordance with the financial reporting requirements of ERISA.
F
INANCIAL
S
TATEMENTS AND
S
UPPLEMENTAL
S
CHEDULE
Capital City Bank Group, Inc. 401(k) Plan
December 31, 2019 and 2018
and Year Ended December 31, 2019
With Report of Independent Registered Public Accounting Firm
Capital City Bank Group, Inc. 401(k) Plan
Financial Statements and Supplemental Schedule
December 31, 2019 and 2018 and Year Ended December 31, 2019
Contents
Report of Independent Registered Public Accounting Firm ............................................................1
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) .................................................12
1
Report of Independent Registered Public Accounting Firm
To the Plan Participants and the Plan Administrator of Capital City Bank Group, Inc. 401(k) Plan
Opinion on the Financial Statements
We have audited the accompanying statements of net assets available for benefits of Capital City Bank
Group, Inc. 401(k) Plan (the Plan) as of December 31, 2019 and 2018, and the related statement of
changes in net assets available for benefits for the year ended December 31, 2019, and the related notes
(collectively referred to as the “financial statements”). In our opinion, the financial statements present
fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 2019 and
2018, and the changes in its net assets available for benefits for the year ended December 31, 2019, in
conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These financial statements are the responsibility of the Plan’s management. Our responsibility is to
express an opinion on the Plan’s financial statements based on our audits. We are a public accounting
firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are
required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and
the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we
engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are
required to obtain an understanding of internal control over financial reporting but not for the purpose of
expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting.
Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial
statements, whether due to error or fraud, and performing procedures that respond to those risks. Such
procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the
financial statements. Our audits also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statements.
We believe that our audits provide a reasonable basis for our opinion.
2
Supplemental Schedule
The accompanying supplemental schedule of assets (held at end of year) as of December 31, 2019, has
been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial
statements. The information in the supplemental schedule is the responsibility of the Plan’s management.
Our audit procedures included determining whether the information reconciles to the financial statements
or the underlying accounting and other records, as applicable, and performing procedures to test the
completeness and accuracy of the information presented in the supplemental schedule. In forming our
opinion on the information, we evaluated whether such information, including its form and content, is
presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the information
is fairly stated, in all material respects, in relation to the financial statements as a whole.
We have served as the Plan’s auditor since 2013.
Tallahassee, Florida
June 26, 2020
3
Capital City Bank Group, Inc. 401(k) Plan
Statements of Net Assets Available for Benefits
December 31,
2019
2018
Assets
Investments at fair value
$
39,420,736
$
30,575,947
Total assets
39,420,736
30,575,947
Net assets available for benefits
$
39,420,736
$
30,575,947
See accompanying notes.
4
Capital City Bank Group, Inc. 401(k) Plan
Statement of Changes in Net Assets Available for Benefits
Year Ended December 31, 2019
2019
Additions
Investment income:
Dividends and interest income
$
261,721
Net appreciation in fair value of investments
6,762,000
Total Investment Income
7,023,721
Contributions:
Participants
2,743,588
Employer
727,515
Rollover
574,211
Total Contributions
4,045,314
Total Additions
11,069,035
Deductions
Benefit payments
2,102,344
Administrative expenses
121,902
Total deductions
2,224,246
Net increase
8,844,789
Net assets available for benefits at beginning of year
30,575,947
Net assets available for benefits at end of year
$
39,420,736
See accompanying notes.
5
Capital City Bank Group, Inc. 401(k) Plan
Notes to Financial Statements
December 31, 2019
1. Description of Plan
The following description of the Capital City Bank Group, Inc. 401(k) Plan (the Plan) provides general
information about the Plan’s provisions. Capital City Bank Group, Inc. (the Company) is the plan
sponsor. Participants should refer to the Plan document and Summary Plan Description for a more
complete description of the Plan’s provisions, copies of which may be obtained from the plan sponsor.
General
The Plan is a defined contribution retirement plan established 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 the
Company. Employees of the Company 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 following the
date on which the employee becomes eligible to participate in the Plan.
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
administrative and record-keeping services are outsourced to Empower Retirement. Reliance Trust serves
as trustee and asset custodian. Strategic Retirement Partners served as the 3(38) fiduciary for the plan
year ended December 31, 2019.
Contributions
Each year, participants may elect to contribute up to 100% of pretax annual compensation, as defined in
the Plan document and subject to certain limitations under the IRC. Participants may choose to change
their deferral percentage at any time. The Plan also includes an automatic contribution arrangement that
applies to n ew or re- hired employees of the Company. The automatic deferral amount is 3% of eligible
compensation. Beginning June 1, 2020, automatic contribution was extended to include any associates
not actively deferring 3% or more; these associates will be auto-enrolled with a 3% deferral rate.
Furthermore, beginning June 1, 2021, the plan will auto-escalate participants deferral rate by 1% annually
each June until a 6% deferral rate is achieved. Employees who do not wish to be automatically enrolled
or auto-escalate may elect not to defer or to defer another percentage. The Plan also allows participants
who reach the age of 50 during the taxable year to make catch-up contributions. Catch- up contributions
are 401(k) elective deferral contributions in excess of any limit on such contributions under the Plan
subject to IRC limitations. The Plan also allows participants to contribute monies as Roth contributions,
subject to the same limitations as are in place for pretax contributions.
For 2019, the Company provided a 50% match on participant contributions of 6% or less of eligible
compensation. Only employees hired after January 1, 2002, and who have completed 90 days of service,
are eligible for this match. No additional discretionary employer contributions were made for 2019. All
new associates hired after January 1, 2020, in addition to the 50% match, will receive a separate non-
elective contribution equal to 3% of their annual compensation, calculated on a monthly payroll basis.
Ninety days of service is required before this non-elective contribution begins.
Capital City Bank Group, Inc. 401(k) Plan
Notes to Financial Statements (continued)
6
1.
Description of Plan (continued)
Participant Accounts
Each participant’s account is credited with the participant’s contribution, the Company matching
contributions, and effective January 1, 2020 the 3% non-elective contribution, and allocations of Plan
earnings based on the participant’s investment elections; any withdrawal distribution fees are charged to
the participant account. Administrative expenses are paid by the plan, the participants, or directly by the
Company, as defined in the Plan document and/or vendor agreements. The benefit to which a participant
is entitled is the benefit that can be provided from the participant’s vested account. Each participant
directs the investment of his or her account to any of the investment options available under the Plan.
Vesting
Participants are immediately vested in their contributions plus actual earnings thereon. Vesting in the
Company’s matching portion of their accounts (including the 3% non- elective contributions effective
January 1, 2020) plus actual earnings thereon is based on years of credited 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 for vesting purposed requires 1,000
hours during the Plan year.
A participant becomes fully vested in his or her account balance upon retirement, death or disability.
Forfeitures
Forfeitures are used to reduce the employer contributions and/or pay Plan administrative expenses.
Unallocated forfeited balances as of December 31, 2019 and 201 8 were approximately $11,200 and
$3,000 respectively. The Company did not use forfeitures to reduce Company contributions for 2019 and
2018.
Payment of Benefits
Upon termination of service due to death, disability, retirement or other reason, a participant (or their
beneficiary in the event of death) will, upon request, 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 or reaching age 59 ½. Participants that are qualified reservists and
are called upon for active duty for more than 179 days or an indefinite period may receive a distribution.
Administrative Expenses
The Plan’s administrative expenses were paid, pro rata, by participants. Forfeiture monies were used to
offset participant expenses. Expenses relating to purchases, sales, transfers or distributions of the Plan’s
investments are charged to the particular investment fund and/or participant to which the expense relates.
Capital City Bank Group, Inc. 401(k) Plan
Notes to Financial Statements (continued)
7
1.
Description of Plan (continued)
Plan Termination
Although it has not 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 the Employee
Retirement Income Security Act of 1974, as amended (ERISA). In the event of Plan termination,
participants would become 100% vested in their employer contributions and earnings thereon.
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
U.S. generally accepted accounting principles.
Payment of Benefits
Benefits are recorded when paid.
Use of Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles
requires management to make estimates and assumptions that affect the amounts reported in the financial
statements and accompanying notes and supplemen tal schedule. Actual results could differ from those
estimates.
Investment Valuation and Income Recognition
Investments held by the Plan are stated at fair value. Fair value is defined as the price that would be
received to sell an asset or paid to transfer a liability in an orderly transaction between market participants
at the measurement date (an exit price). See Note 3 for further discussion and disclosures related to fair
value measurements.
Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded as earned.
Dividends are recorded on the ex- dividend date. Net appreciation/(depreciation) include the Plan’s gains
and losses on investments bought and sold as well as held during the year.
Recent Accounting Pronouncements
The Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2018-13,
Fair
Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for
Fair Value Measurement
. The amendments in this ASU modify the disclosure requirements on fair value
measurements in Topic 820, including the removal, modification to, and addition of certain disclosure
requirements. The updated guidance is effective for fiscal years beginning after December 15, 2019, with
early adoption permitted. The Plan is currently assessing the timing and impact of adopting the updated
provisions. This ASU is not expected to have a significant impact on the Plan’s fair value disclosures and
no impact to the financial statements.
Capital City Bank Group, Inc. 401(k) Plan
Notes to Financial Statements (continued)
8
3. Fair Value Measurements
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an
orderly transaction between market participants on the measurement date (i.e., an exit price). The fair
value hierarchy prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy
gives the highest priority to unadjusted quoted prices in active markets for identical assets and liabilities
(Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value
hierarchy are described below:
Level 1: Unadjusted quoted prices in active markets that are accessible to the reporting entity at
the measurement date for identical assets and liabilities.
Level 2: Inputs other than quoted prices in active markets for identical assets and liabilities that
are observable either directly or indirectly for substantially the full term of the asset or liability.
Level 2 inputs include the following:
●
quoted prices for similar assets and liabilities in active markets
●
quoted prices for identical or similar assets or liabilities in markets that are not active
●
observable inputs other than quoted prices that are used in the valuation of the asset or
liabilities (e.g., interest rate and yield curve quotes at commonly quoted intervals)
●
inputs that are derived principally or corroborated by observable market data by correlation or
other means
Level 3: Unobservable inputs for the asset or liability (i.e., supported by little or no market activity).
Level 3 inputs include management’s own assumption about the assumptions that market participants
would use in pricing the asset or liability (including assumptions about risk).
The level in the fair value hierarchy within which the fair value measurement is classified is determined
based upon the lowest level input that is significant to the fair value measurement in its entirety.
Following is a description of the valuation techniques and inputs used for each general type of
investments measured at fair value by the Plan.
Company common stock
: Valued at the closing price reported on the active market on which the common
stock is traded.
Mutual funds
: Valued at the daily closing price as reported by the fund. Mutual funds held by the Plan are
open-ended mutual funds that are registered with the SEC. These funds are required to publish their daily
net asset value (NAV) and to transact at that price. The mutual funds held by the Plan are deemed to be
actively traded.
Collective trust funds:
trustee, is used as a practical expedient to estimate fair value. The NAV is based on the fair value of the
underlying investments held by the fund less its liabilities. This practical expedient is not used when it is
determined to be probable that the fund will sell the investment for an amount different than the reported
NAV. Participant transactions (purchased and sales) may occur daily.
Capital City Bank Group, Inc. 401(k) Plan
Notes to Financial Statements (continued)
9
3. Fair Value Measurements (continued)
The following tables set forth by level, within the fair value hierarchy, the Plan’s assets carried at fair
value.
Assets at Fair Value as of
December 31, 2019
Level 1
Level 2
Level 3
Total
Company common stock
$
2,149,186
$
-
$
-
$
2,149,186
Mutual funds
6,908,476
-
-
6,908,476
Collective investment trusts
(a)
-
-
-
30,363,074
$
9,057,662
$
-
$
-
$
39,420,736
Assets at Fair Value as of
December 31, 2018
Level 1
Level 2
Level 3
Total
Company common stock
$
1,796,534
$
-
$
-
$
1,796,534
Mutual funds
4,033,083
-
-
4,033,083
Collective investment trusts
(a)
-
-
-
24,746,330
$
5,829,617
$
-
$
-
$
30,575,947
(a)
4. Risks and Uncertainties
The Plan holds various investment securities. Investment securities are exposed to various risks such as
interest rate, market, liquidity and credit risks. Due to the level of risk associated with certain investment
securities, it is at least reasonably possible that changes in the fair values of investment securities will
occur in the near term and that such changes could materially affect participants’ account balances and the
amounts reported in the statements of net assets available for benefits.
5. Related Party and Party-In-Interest Transactions
The Plan invests in the common stock of the Company. This transaction qualifies as party-in-interest
transaction; however, it is exempt from the prohibited transaction rules under ERISA. During 2019, the
Plan received common stock cash dividends of $35,375 from the Company.
Capital City Bank Group, Inc. 401(k) Plan
Notes to Financial Statements (continued)
10
6. Tax Status
The underlying prototype plan has received an opinion letter from the Internal Revenue Service (IRS)
dated March 31, 2014, stating that the written form of the underlying prototype document is qualified
under Section 401 of the Internal Revenue Code (the Code). Any employer adopting this form of the plan
will be considered to have a plan qualified under Section 401 of the Code, and, therefore, the related trust
is tax-exempt. Once qualified, the Plan is required to operate in conformity with the Code to maintain its
qualified status. The plan administrator believes the Plan is being operated in compliance w ith the
applicable requirements of the Code and, therefore, believes the Plan is qualified and the related trust is
tax exempt.
Accounting principles generally accepted in the United States require plan management to evaluate tax
positions taken by the Plan and recognize a tax liability if the Plan has taken an uncertain position that
more likely than not would not be sustained upon examination by the IRS. Plan management has analyzed
the tax positions taken by the Plan, and has concluded that there are no uncertain positions taken or
expected to be taken. The Plan is subject to routine audits by taxing jurisdictions; however, currently there
are no audits for any tax periods in progress.
7. Subsequent Events
There were no other events or transactions discovered during management’s evaluation of subsequent
events that require recognition or disclosure in the financial statements other than the events discussed
below.
In March 2020, the World Health Organization declared the outbreak and ongoing coronavirus 2019
disease (Covid-19) a pandemic. Covid-19 has contributed to significant declines and volatility in financial
markets. As such, the Plan saw a relative decline in market value of securities held subsequent to year
end. The Plan adopted certain features specified in recent Federal regulations of the Coronavirus Aid
Relief and Economic Security Act (“CARES Act”) for qualifying participants including Covid- 19
distribution options of up to $100,000, and elimination of 2020 Required Minimum Distributions for
those participants who meet certain qualifications.
Supplemental Schedule
12
Capital City Bank Group, Inc. 401(k) Plan
Plan No. 003 EIN 59-2273542
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)
December 31, 2019
Identity of Issue, Borrower,
Lessor, or Similar Party
Description of Investment Including Maturity Date, Rate of
Interest, Collateral, Par, or Maturity Value
Cost
Current
Mutual funds:
Clearbridge
Large Cap Growth IS, 8,908 shares
**
$
486,901
Cohen & Steers
Real Estate Securities Z, 24,864 shares
**
437,602
Fidelity
Advisor Small Cap Growth I, 33,945 shares
**
931,453
Fidelity
Advisor Total Bond I, 79,785 shares
**
868,862
Fidelity
Emerging Markets Idx Premium, 1,361 shares
**
76,048
Goldman Sachs
Small Cap Value Insights R6, 51,487 shares
**
565,326
Franklin Templeton
Franklin Utilities R6, 9,578 shares
**
213,013
Harbor
Small Cap Value Retirement, 8,370 shares
**
292,363
Touchstone
Mid Cap Y, 9,744 shares
**
390,846
Mass Mutual
Premier Infl-Prot and Inc I, 2,086 shares
**
21,754
Mass Mutual
Select Mid Cap Growth I, 24,404 shares
**
578,138
Morgan Stanley
Inst High Yield IS, 30,834 shares
**
303,406
JP Morgan
100% U.S. Treas Sec MM Inst, 1,278,765 shares
**
1,278,765
Principal
Government & High Qual Bd Inst, 5,155 shares
**
54,233
Great-West
Mid Cap Value Instl, 3,284 shares
**
30,439
Transamerica
Large Cap Value I, 22,738 shares
**
254,434
Wells Fargo
Discp US Core I, 6,814 shares
**
124,893
Total
6,908,476
Collective investment trusts:
Blackrock
Equity Index Fund R, 6,762 shares
**
2,859,686
Blackrock
LifePath Index 2025 Fund CL 35, 185,082 shares
**
4,588,172
Blackrock
LifePath Index 2030 Fund CL 35, 140,079 shares
**
3,748,518
Blackrock
LifePath Index 2035 Fund CL 35, 149,321 shares
**
4,267,598
Blackrock
LifePath Index 2040 Fund CL 35, 98,441 shares
**
2,948,320
Blackrock
LifePath Index 2045 Fund CL 35, 54,986 shares
**
1,723,250
Blackrock
LifePath Index 2050 Fund CL 35, 35,624 shares
**
1,110,057
Blackrock
LifePath Index 2055 CL 35, 70,506 shares
**
1,130,204
Blackrock
LifePath Index Retire CL 35, 240,837 shares
**
4,392,871
Blackrock
Mid Cap Equity Index Fund R, 4,455 shares
**
883,848
Blackrock
MSCI ACWI ex-U.S. Index R, 50,934 shares
**
686,087
Blackrock
Russell 1000 Growth R, 58,033 shares
**
1,069,547
Blackrock
Russell 1000 Value R, 19,747 shares
**
300,158
Blackrock
Russell 2000 Index Fund R, 3,497 shares
**
654,758
Total
30,363,074
*Capital City Bank Group, Inc.
Capital City Bank Group Stock, 70,465 shares
**
2,149,186
$
39,420,736
* Party-in-interest
** Participant-directed investment, cost not required
CAPITAL CITY BANK GROUP, INC. 401(k) PLAN
EXHIBIT INDEX
Exhibit No. Document
SIGNATURES
The Plan.
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. 401(K) PLAN
By: /s/Beth Corum
Dated: June 26, 2020