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] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934.
For the fiscal year ended December 31, 2002
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934.
For the transition period from ____________ to _____________
Commission file number: 0-25929
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
Thomasville Bancshares, Inc. 401(k) Profit Sharing Plan
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
Thomasville Bancshares, Inc.
301 North Broad Street
Thomasville, Georgia 31792
REQUIRED INFORMATION
(a) Financial Statements for the Thomasville Bancshares, Inc. 401(k) Profit
Sharing Plan
(i) Independent Auditors' Report
(ii) Statements of Net Assets Available for Benefits as of December 31,
2002 and 2001
(iii) Statements of Changes in Net Assets Available for Benefits for
the Years Ended December 31, 2002 and 2001
(iv) Notes to Financial Statements
(v) Schedule of Assets Held at December 31, 2002 and 2001
(b) Exhibits
No exhibits are filed with this annual report.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other 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.
THOMASVILLE BANCSHARES, INC.
401(k) PROFIT SHARING PLAN
By: Thomasville Bancshares, Inc.,
as Plan Administrator
/s/ Stephen H. Cheney
-----------------------------
Stephen H. Cheney
President and Chief Executive Officer
Date: November 12, 2003
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THOMASVILLE BANCSHARES, INC. 401(k) PROFIT SHARING PLAN
TABLE OF CONTENTS
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Page
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INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS FOR
THE YEARS ENDED DECEMBER 31, 2002 AND 2001:
Statements of Net Assets Available
for Benefits as of December 31, 2002 and 2001 2
Statement of Changes in Net Assets Available for
Benefits for the Years Ended December 31, 2002 and 2001 3
Notes to Financial Statements 4-6
SUPPLEMENTAL SCHEDULE:
Schedule of Assets Held at December 31, 2002 and 2001 7
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INDEPENDENT AUDITORS' REPORT
To the Administrative Committee and Participants
Thomasville Bancshares, Inc. 401(k) Profit Sharing Plan
Thomasville, Georgia
We have audited the accompanying statements of net assets available for
benefits of the Thomasville Bancshares, Inc. 401(k) Profit Sharing Plan (the
"Plan") as of December 31, 2002 and 2001, and the related statements of changes
in net assets available for benefits for the years ended December 31, 2002 and
2001. 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 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, such financial statements 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
years then ended, in conformity with accounting principles generally accepted
in the United States of America.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets held
for investment purposes as of December 31, 2002 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 schedule is the responsibility of the Plan's
management. Such schedule has been subjected to the auditing procedures applied
in our audit of the basic financial statements and, in our opinion, is fairly
stated in all material respects when considered in relation to the basic
financial statements taken as a whole.
/s/ Francis and Company, CPAs
Atlanta, Georgia
September 8, 2003
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THOMASVILLE BANCSHARES, INC. 401(k) PROFIT SHARING PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2002 AND 2001
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2002 2001
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ASSETS:
Investments at fair value $ 301,894 $ 269,650
---------- ----------
Receivables:
Participant 7,102 3,437
Employer 1,226 734
---------- ----------
Total receivables 8,328 4,171
---------- ----------
NET ASSETS AVAILABLE FOR BENEFITS $ 310,222 $ 273,821
========== ==========
See notes to financial statements.
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THOMASVILLE BANCSHARES, INC. 401(k) PROFIT SHARING PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEARS ENDED DECEMBER 31, 2002 AND 2001
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2002 2001
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ADDITIONS:
Ivestment (loss) income:
Net depreciation
in fair value of investments $ (63,574) $ (40,300)
Interest 523 122
Dividends 4,249 5,514
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Net investment loss $ (58,802) $ (34,664)
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Contributions:
Participant $ 61,359 $ 37,162
Employer 40,549 36,553
Rollover (Participant) 414 - -
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Total additions $ 102,322 $ 73,715
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DEDUCTIONS:
Benefits paid to participants $ - - $ 10,087
Administrative expenses (Note 2) 2,948 3,212
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Total deductions $ 2,948 $ 13,299
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INCREASE IN NET
ASSETS AVAILABLE FOR BENEFITS $ 40,572 $ 25,752
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 269,650 248,069
---------- ----------
End of year $ 310,222 $ 273,821
========== ==========
See notes to financial statements.
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THOMASVILLE BANCSHARES, INC. 401(k) PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS - DECEMBER 31, 2002 AND 2001
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1. DESCRIPTION OF THE PLAN
The following summary of certain provisions of the Thomasville Bancshares,
Inc. 401(k) Profit Sharing Plan (the "Plan") is provided for general information
purposes only. Participants should refer to the summary Plan description and
the Plan document for complete information.
GENERAL - The Plan is a qualified defined contribution retirement plan commonly
referred to as a 401(k) Plan. Generally, employees who have completed one year
of service, who have been credited with at least 1,000 hours of service, and
who have attained the age of 21 years, are eligible to participate in the Plan.
PARTICIPANT CONTRIBUTIONS - Employees may elect to contribute to the Plan any
amount up to 15% of their "before-tax" earnings, provided it does not exceed
the maximum allowable amount specified under Section 415(c) of the Internal
Revenue Code as adjusted from time to time. The maximum allowable amount for
the years ended December 31, 2002 and 2001 is $11,000 and $10,500, respectively.
EMPLOYER CONTRIBUTIONS - Under the Plan's terms, the employer is not required
to contribute to the Plan. In each Plan year, the employer may contribute up
to 50% of each participant's initial contribution of 2% of his or her salary.
Additionally, the employer may contribute a discretionary profit sharing
contribution, which will be allocated to all eligible participants based on
their compensation as a percent of total compensation of all eligible
participants.
PARTICIPANT ACCOUNTS - Each participant's account is credited with the
participant's contribution and allocations of (a) the employer's contribution
and (b) Plan earnings. Allocations are based on participant earnings or account
balances, as defined in the Plan. The benefit to which a participant is entitled
is the benefit that can be provided from the participant's vested account.
Participant accounts may be charged with fees for the administration of the
Plan.
WITHDRAWALS - Under the terms of the Plan, a participant may make a withdrawal
for reasons of economic hardship before attaining age 591/2. Upon attaining
age 591/2, participants may withdraw their entire account balance.
VESTING - Employee and rollover contributions are fully vested upon entering
the Plan. Employer contributions vest at the following rates:
Years of Service Vesting Percentage
---------------- ------------------
Less than two 0
Two but less than three 20
Three but less than four 40
Four but less than five 60
Five but less than six 80
Six or more 100
PARTICIPANT LOANS - The Plan allows participants to borrow up to the lesser of
$50,000 or 50% of the vested portion of their account balances, subject to
certain restrictions. Loan maturity is up to 5 years except for the purchase of
a primary residence, where longer maturities are possible. The loan is secured
by the balance in the participant's account and bears interest at the market
rate.
FORFEITURES - Forfeited balances of terminated participants' nonvested accounts
are reallocated among remaining participants.
2. SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING - The accompanying financial statements have been prepared
in accordance with accounting principles generally accepted in the United States
of America.
ACCOUNTING ESTIMATES - The preparation of financial statements in accordance
with accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of net assets available for Plan participants and changes therein.
Actual results could differ from those estimates.
RISKS AND UNCERTAINTIES - The Plan provides various investment options. The
Plan's mutual funds invest in various securities including U.S. Government
securities, corporate debt instruments, and corporate common stocks. Investment
securities, in general, are exposed to various risks, such as interest rate,
credit, and overall market volatility. Due to the level of risk associated with
certain investment securities, it is reasonably possible that changes in the
values of investment securities will occur in the near term and that such
changes could materially affect the amounts reported in the statement of Net
Assets Available for Benefits.
VALUATION OF INVESTMENTS AND INCOME RECOGNITION - The Plan's investments are
stated at fair value. Purchases and sales of securities are recorded on the
trade-date basis. Interest income is recorded on the accrual basis. Dividends
are recorded on the ex-dividend date.
BENEFIT PAYMENTS - Distributions to Plan participants are recorded when paid.
EXPENSES - Administrative expenses are either paid by the Plan and allocated
to each participant when paid or paid by the employer. To date, all Plan
expenses have been paid by the employer.
3. INVESTMENTS
Plan participants may elect to contribute to any or all eight investment
vehicles that are part of the MainStay family of funds. If a Plan participant
borrows from the Plan, then he or she is, in effect, also participating in the
investment vehicle of loans. Generally, Plan accounts are credited when
contributions are made and/or when gains on investments are recognized.
Conversely, Plan accounts are charged (debited) when funds are withdrawn and/or
when losses on investments are recognized.
The following investments were held for the benefits of the participants at
December 31, 2002 and 2001:
December 31,
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2002 2001
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Capital Appreciation Fund $ 86,763 $ 86,385
Value Fund 37,208 38,119
Convertible Fund 24,721 22,793
Total Return Fund 72,463 72,095
High Yield Corporate Bond Fund 19,894 16,321
Government Fund 31,036 18,918
Money Market Fund 15,127 2,769
NY Life Guaranteed Interest Contract 7,761 3,753
Participant Loans 6,921 8,497
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Total Investments $ 301,894 $ 269,650
========== ==========
During 2002 and 2001, the Plan's investments (including gains and losses on
investments bought and sold, as well as held during the year) depreciated in
value by $(63,574) and $(40,300), respectively, as follows:
Year Ended December 31,
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2002 2001
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FUNDS
-----
Capital Appreciation Fund $ (34,608) $ (24,539)
Value Fund (10,283) (1,124)
Convertible Fund (15,560) (11,169)
Total Return Fund (2,698) (1,654)
High Yield Corporate Bond Fund (2,033) (1,777)
Government Fund 1,329 (170)
Money Market Fund - - - -
NY Life Guaranteed Interest Contract 279 133
Loans to participants - - - -
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Total Investments $ (63,574) $ (40,300)
========== ==========
4. TERMINATION OF THE PLAN
Although it has not expressed any intention to do so, the employer has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions of ERISA. However, in the event
of Plan termination, participants will become 100% vested in their accounts
and the assets of the Plan shall be distributed to participants and
beneficiaries based on their individual accounts as of the termination date.
5. FEDERAL INCOME TAX STATUS
The Plan obtained its latest determination letter on November 4, 2002, in which
the Internal Revenue Service stated that the Plan, as then designed and
presented, was in compliance with the applicable requirements of the Internal
Revenue Code.
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SUPPLEMENTAL SCHEDULE
THOMASVILLE BANCSHARES, INC. 401(k) PROFIT SHARING PLAN
Assets Held at December 31, 2002 and 2001
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2002 2001
---------- ----------
Current Current
Units Value Units Value
------ --------- ----- ---------
Capital Appreciation Fund 3,976 $ 86,763 2,875 $ 86,385
Value Fund 1,860 37,208 2,088 38,119
Convertible Fund 2,326 24,721 1,977 22,793
Total Return Fund 4,630 72,463 3,868 72,095
High Yield Corporate Bond Fund 3,863 19,894 2,868 16,321
Government Fund 3,609 31,036 2,285 18,918
Money Market Fund 15,127 15,127 2,769 2,769
NY Life Guaranteed Interest Contract 7,752 7,761 3,741 3,753
Participant Loans 1 6,921 1 8,497
Receivables - - 8,328 - - 4,171
------ --------- ----- ---------
Totals N/A $ 310,222 N/A $ 273,821
====== ========= ===== =========
Note that the number of units/shares were rounded to the nearest whole number.