SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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, 2003
[ ] 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, 2003 and 2002
(iii) Statements of Changes in Net Assets Available for Benefits for
the Years Ended December 31, 2003 and 2002
(iv) Notes to Financial Statements
(v) Schedule of Assets Held at December 31, 2003 and 2002
(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: July 12, 2004
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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, 2003 AND 2002:
Statements of Net Assets Available for Benefits as of
December 31, 2003 and 2002 2
Statement of Changes in Net Assets Available
for Benefits for the Years Ended December 31, 2003 and 2002 3
Notes to Financial Statements 4-7
SUPPLEMENTAL SCHEDULE:
Schedule of Assets Held at December 31, 2003 and 2002 8
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[LETTERHEAD OF FRANCIS AND CO., CPAS]
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, 2003 and 2002, and the related statements of changes in net
assets available for benefits for the years ended December 31, 2003 and 2002.
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,
2003 and 2002, 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, 2003 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
July 7, 2004
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THOMASVILLE BANCSHARES, INC. 401(k) PROFIT SHARING PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2003 AND 2002
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2003 2002
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ASSETS:
Investments at fair value $ 477,593 $ 301,894
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Receivables:
Participant 6,996 7,102
Employer 966 1,226
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Total receivables 7,962 8,328
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NET ASSETS AVAILABLE FOR BENEFITS $ 485,555 $ 310,222
========== ==========
See notes to financial statements.
2
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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, 2003 AND 2002
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2003 2002
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ADDITIONS:
Investment income/(loss):
Net appreciation/(depreciation)
in fair value of investments $ 22,699 $ (63,574)
Interest 528 523
Dividends 1,753 4,249
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Net investment income/(loss) $ 24,980 $ (58,802)
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Contributions:
Participant $ 93,345 $ 61,359
Employer 77,352 40,549
Rollover (Participant) 6,232 414
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Total additions $ 176,929 $ 102,322
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DEDUCTIONS:
Benefits paid to participants $ 11,646 $ - -
Administrative expenses (Note 2) 14,930 2,948
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Total deductions $ 26,576 $ 2,948
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INCREASE IN NET ASSETS AVAILABLE FOR BENEFITS $ 175,333 $ 40,572
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 310,222 269,650
---------- ----------
End of year $ 485,555 $ 310,222
========== ==========
See notes to financial statements.
3
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THOMASVILLE BANCSHARES, INC. 401(k) PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS - DECEMBER 31, 2003 AND 2002
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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, 2003 and 2002 is $12,000 and $11,000, 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
4
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THOMASVILLE BANCSHARES, INC. 401(k) PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS - DECEMBER 31, 2003 AND 2002
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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 investment vehicles
that are offered. If a Plan participant borrows from the Plan, then he or she
is, in effect, are 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.
5
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THOMASVILLE BANCSHARES, INC. 401(k) PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS - DECEMBER 31, 2003 AND 2002
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The following investments were held for the benefits of the participants at
December 31, 2003 and 2002:
December 31,
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2003 2002
---- ----
Capital Appreciation Fund $ - - $ 86,763
Value Fund - - 37,208
Convertible Fund - - 24,721
Total Return Fund - - 72,463
High Yield Corporate Bond Fund - - 19,894
Government Fund - - 31,036
Money Market Fund - - 15,127
NY Life Guaranteed Interest Contract - - 7,761
Participant Loans 7,328 6,921
American Century Real Estate Advisor 20,494 - -
American Funds AMCAP Fund R2 38,684 - -
American Funds Europacific Growth R2 16,444 - -
American Funds Washington Mutual Invest 37,184 - -
Black Rock Low Duration Bond Fund 14,487 - -
Federated Automated Cash Management 67,732 - -
Federated Kaufman Fund 33,821 - -
Fidelity Advisor Intermediate Bond Fund 28,970 - -
Goldman Sachs Government Income Fund 25,772 - -
Janus Advisor Growth Portfolio 26,207 - -
Neuberger Berman Genesis Fund 47,702 - -
Van Kampen Comstock Fund 36,534 - -
Thomasville Bancshares, Inc.
common stock (Employer) 75,133 - -
Cash 1,101 - -
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Totals $ 477,593 $ 301,894
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6
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THOMASVILLE BANCSHARES, INC. 401(k) PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS - DECEMBER 31, 2003 AND 2002
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During 2003 and 2002, the Plan's investments (including gains and losses on
investments bought or sold, as well as held during the year)
appreciated/(depreciated) in value by $22,699 and $(63,574), respectively.
Details of the gains/(losses) for calendar years ended 2003 and 2002 follow:
Year Ended December 31,
-----------------------
2003 2002
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FUNDS
-----
Capital Appreciation Fund $ (9,208) $ (34,608)
Value Fund (5,612) (10,283)
Convertible Fund (26) (15,560)
Total Return Fund (2,861) (2,698)
High Yield Corporate Bond Fund 3,075 (2,033)
Government Fund (180) 1,329
Money Market Fund - - - -
NY Life Guaranteed Interest Contract 215 279
American Century Real Estate Advisor 3,325 - -
American Funds AMCAP Fund R2 4,226 - -
American Funds Europacific Growth R2 3,098 - -
American Funds Washington Mutual Invest 4,376 - -
Black Rock Low Duration Bond Fund 22 - -
Federated Automated Cash Management 1,744 - -
Federated Kaufman Fund 5,256 - -
Fidelity Advisor Intermediate Bond Fund 84 - -
Goldman Sachs Government Income Fund 31 - -
Janus Advisor Growth Portfolio 2,802 - -
Neuberger Berman Genesis Fund 7,569 - -
Van Kampen Comstock Fund 4,763 - -
--------- ---------
Total Gain/(Loss) $ 22,699 $ (63,574)
========= =========
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.
7
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SUPPLEMENTAL SCHEDULE
THOMASVILLE BANCSHARES, INC. 401(k) PROFIT SHARING PLAN
Assets Held at December 31, 2003 and 2002
- -------------------------------------------------------------------------------
2003 2002
---- ----
Current Current
Value Value
----- -----
Capital Appreciation Fund $ - - $ 86,763
Value Fund - - 37,208
Convertible Fund - - 24,721
Total Return Fund - - 72,463
High Yield Corporate Bond Fund - - 19,894
Government Fund - - 31,036
Money Market Fund - - 15,127
NY Life Guaranteed Interest Contract - - 7,761
Participant Loans 7,328 6,921
American Century Real Estate Advisor 20,494 - -
American Funds AMCAP Fund R2 38,684 - -
American Funds Europacific Growth R2 16,444 - -
American Funds Washington Mutual Invest 37,184 - -
Black Rock Low Duration Bond Fund 14,487 - -
Federated Automated Cash Management 67,732 - -
Federated Kaufman Fund 33,821 - -
Fidelity Advisor Intermediate Bond Fund 28,970 - -
Goldman Sachs Government Income Fund 25,772 - -
Janus Advisor Growth Portfolio 26,207 - -
Neuberger Berman Genesis Fund 47,702 - -
Van Kampen Comstock Fund 36,534 - -
Thomasville Bancshares, Inc.
common stock (Employer) 75,133 - -
Receivables 7,962 8,328
Cash 1,101 - -
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Totals $ 485,555 $ 310,222
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8