SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------
FORM 10-QSB
(Mark One)
X QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
--- EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2004.
OR
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission File No. 0-25929
THOMASVILLE BANCSHARES, INC.
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(Exact name of small business issuer as specified in its charter)
Georgia 58-2175800
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(State of Incorporation) (I.R.S. Employer
Identification No.)
301 North Broad Street, Thomasville, Georgia 31792
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(Address of Principal Executive Offices)
(229) 226-3300
-------------------------------
(Issuer's Telephone Number, Including Area Code)
Not Applicable
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(Former Name, Former Address and Former Fiscal Year,
if Changed Since Last Report)
Check whether the issuer (1) filed all reports required to be filed by
section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the issuer was required
to file such reports), and (2) has been subject to such filing requirements
for the past 90 days.
Yes X No
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APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares
outstanding of each of the issuer's classes of common equity as of the latest
practicable date.
Common stock, $1.00 par value per share 1,467,352 shares issued and
outstanding as of May 14, 2004.
Transitional small business disclosure format (check one):
Yes No X
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PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
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THOMASVILLE BANCSHARES, INC.
THOMASVILLE, GEORGIA
CONSOLIDATED BALANCE SHEETS
March 31, December 31,
2004 2003
ASSETS (Unaudited) (Unaudited)
------ ----------- -----------
Cash and due from banks $ 4,315,815 $ 6,142,076
Federal funds sold 457,283 389,703
------------ ------------
Total cash and cash equivalents $ 4,773,098 $ 6,531,779
------------ ------------
Investment securities:
Securities available-for-sale,
at market value $ 12,444,661 $ 9,410,892
Loans, net 185,971,011 179,749,910
Property & equipment, net 4,282,765 4,281,826
Goodwill 3,417,259 3,417,259
Other assets 2,241,892 2,098,506
------------ ------------
Total Assets $213,130,686 $205,490,172
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Deposits
Non-interest bearing deposits $ 18,780,444 $ 21,993,126
Interest bearing deposits 144,258,699 143,506,633
------------ ------------
Total deposits $163,039,143 $165,499,759
Federal funds purchased 2,316,000 2,264,000
Borrowings 28,748,840 19,893,654
Other liabilities 993,989 531,253
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Total Liabilities $195,097,972 $188,188,666
------------ ------------
Commitments and contingencies
Shareholders' Equity:
Common stock, $1.00 par value, 10
million shares authorized, 1,467,352
(2004) and 1,467,038 (2003)
shares issued & outstanding $ 1,467,352 $ 1,467,038
Paid-in-capital 9,122,658 9,082,318
Retained earnings 7,406,032 6,759,183
Accumulated other
comprehensive income 36,672 (7,033)
------------ ------------
Total Shareholders' Equity $ 18,032,714 $ 17,301,506
------------ ------------
Total Liabilities and
Shareholders' Equity $213,130,686 $205,490,172
============ ============
Refer to notes to the consolidated financial statements.
THOMASVILLE BANCSHARES, INC.
THOMASVILLE, GEORGIA
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
For the three months
ended March 31,
---------------------------
2004 2003
---- ----
Interest income $2,730,747 $2,544,067
Interest expense 836,086 906,683
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Net interest income $1,894,661 $1,637,384
Provision for possible loan losses 105,000 80,000
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Net interest income after provision
for possible loan losses $1,789,661 $1,557,384
---------- ----------
Other income
Service charges $ 43,482 $ 44,315
Other fees 565,631 463,514
Gain on sale of asset - - 964
Gain from settlement of securities - - 134
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Total other income $ 609,113 $ 508,927
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Operating expenses
Salaries and benefits $ 773,425 $ 688,589
Advertising and public relations 64,625 42,230
Depreciation 105,585 100,636
Regulatory fees and assessments 24,549 23,432
Other operating expenses 432,375 374,825
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Total operating expenses $1,400,559 $1,229,712
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Net income before taxes $ 998,215 $ 836,599
Income taxes 351,366 290,874
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Net income $ 646,849 $ 545,725
========== ==========
Basic income per share $ .44 $ .38
========== ==========
Diluted income per share $ .44 $ .36
========== ==========
Refer to notes to the consolidated financial statements.
THOMASVILLE BANCSHARES, INC.
THOMASVILLE, GEORGIA
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Three Months Ended
March 31,
----------------------------
2004 2003
---- ----
Cash flows from operating activities: $ 1,197,950 $ 1,011,754
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Cash flows from Investing Activities:
Purchase of fixed assets $ (106,524) $ (160,696)
(Increase) in loans (6,326,101) (5,860,645)
Purchase of securities, AFS (3,011,250) (328,201)
Maturities, calls, paydowns, AFS - - 1,650,000
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Net cash used by investing activities $(9,443,875) $(4,699,542)
----------- -----------
Cash flows from Financing Activities:
Increase in borrowings $ 8,907,186 $ 5,992,189
(Decrease) in deposits (2,460,616) (6,328,443)
401K plan stock funding, 314 shares 6,820 - -
Options, restricted stock 33,834 22,350
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Net cash used by financing activities $ 6,487,224 $ (313,904)
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Net (decrease) in cash
and cash equivalents $(1,758,701) $(4,001,692)
Cash and cash equivalents,
beginning of period 6,531,799 13,541,634
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Cash and cash equivalents,
end of period $ 4,773,098 $ 9,539,942
=========== ===========
Refer to notes to the consolidated financial statements.
THOMASVILLE BANCSHARES, INC.
THOMASVILLE, GEORGIA
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (UNAUDITED)
FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 2003 AND 2004
Accumulated
Common Stock Other
------------------- Paid in Retained Comprehensive
Shares Par Value Capital Earnings Income Total
------ --------- ------- -------- ------ -----
Balance,
December 31,
2002 1,443,558 $ 1,443,558 $ 8,761,714 $5,452,079 $ 51,389 $15,708,740
--------- ---------- ---------- --------- -------- ----------
Comprehensive Income:
---------------------
Net income,
three-month
period ended
Mar. 31,
2003 - - - - - - 545,725 - - 545,725
Net unrealized
(loss) on
securities, three-
month period
ended Mar. 31,
2003 - - - - - - - - (4,200) (4,200)
--------- ---------- ---------- --------- -------- ----------
Total comprehensive
income - - - - - - 545,725 (4,200) 541,525
Stock options,
restricted
stock - - - - 22,350 - - - - 22,350
--------- ---------- ---------- --------- -------- ----------
Balance,
Mar. 31,
2003 1,443,558 $ 1,443,558 $ 8,784,064 $5,997,804 $ 47,189 $16,272,615
========= ========== ========== ========= ======== ==========
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Balance,
Dec 31,
2003 1,467,038 $ 1,467,038 $ 9,082,318 $6,759,183 $ (7,033) $17,301,506
--------- ---------- ---------- --------- -------- ----------
Comprehensive Income:
--------------------
Net income,
three-month
period ended
Mar. 31, 2004 - - - - - - 646,849 - - 646,849
Net unrealized
gain on
securities,
three-month
period ended
Mar. 31, 2004 - - - - - - - - 43,705 43,705
--------- ---------- ---------- --------- -------- ----------
Total comprehensive
income - - - - - - 646,849 43,705 690,554
Sale of
314 shares
to employee
401K plan 314 314 6,506 - - - - 6,820
Stock options,
restricted
stock
(1,615
options) - - - - 33,834 - - - - 33,834
--------- ---------- ---------- --------- -------- ----------
Balance,
Mar. 31,
2004 1,467,352 $ 1,467,352 $ 9,122,658 $7,406,032 $ 36,672 $18,032,714
========= ========== ========== ========= ======== ==========
Refer to notes to the consolidated financial statements.
THOMASVILLE BANCSHARES, INC.
THOMASVILLE, GEORGIA
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
MARCH 31, 2004
NOTE 1 - BASIS OF PRESENTATION
The accompanying financial statements have been prepared in accordance
with generally accepted accounting principles for interim financial information
and with the instructions to Form 10-QSB. Accordingly, they do not include all
the information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered necessary
for a fair presentation have been included. Operating results for the three-
month period ended March 31, 2004 are not necessarily indicative of the results
that may be expected for the year ending December 31, 2004. These statements
should be read in conjunction with the consolidated financial statements and
footnotes thereto included in Form 10-KSB for the year ended December 31, 2003.
NOTE 2 - SUMMARY OF ORGANIZATION
Thomasville Bancshares, Inc., Thomasville, Georgia (the "Company"), was
organized in January 1995 for a then proposed de novo bank, Thomasville
National Bank, Thomasville, Georgia (the "Bank"). The Bank commenced
operations in October 1995. The Bank is primarily engaged in the business
of obtaining deposits and providing commercial, consumer and real estate loans
to the general public. The Bank also offers trust services to its community.
The Bank operates from two banking offices, both in Thomasville, Georgia.
The Bank's depositors are each insured up to $100,000 by the Federal Deposit
Insurance Corporation, subject to certain limitations imposed by
the FDIC. In addition to the Bank, the Company has one other subsidiary,
Joseph Parker & Company, Inc. ("JPC"), through which it provides investment
advisory services.
NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS
In January 2003, the Financial Accounting Standards Board ("FASB") issued
Consolidation of Variable Interest Entities, an interpretation of Accounting
Research Bulletin No. 51 (the Interpretation), FASB Interpretation No. 46 ("FIN
46"). The purpose of this interpretation is to provide guidance on how to
identify a variable interest entity (VIE) and determine when the assets,
liabilities, non-controlling interests, and results of operations of a VIE need
to be included in a company's consolidated financial statements. A company
that holds variable interest in an entity will need to consolidate that entity
if the company's interest in the VIE is such that the company will absorb a
majority of the VIE's expected losses and or receive a majority of the VIE's
expected residual returns, if they occur. As of March 31, 2004, management
believes that the Company does not have any VIE's which would be consolidated
under the provisions of FIN 46.
In December 2003, the FASB issued a revision of FIN 46. The Revised
Interpretation codifies both the proposed modifications and other decisions
previously issued through certain FASB Staff Positions (FSPs) and supersedes
the original Interpretation to include: (1) deferring the effective date of the
Interpretation's provisions for certain variable interests, (2) providing
additional scope exceptions for certain other variable interests, (3) clarifying
the impact of troubled debt restructurings on the requirement to reconsider
(a) whether an entity is a VIE or (b) which party is the primary beneficiary of
a VIE, and (4) revising Appendix B of the Interpretation to provide additional
guidance on what constitutes a variable interest. The revised Interpretation
is effective for financial statements of periods ending after March 15, 2004.
Adoption of the revised FIN 46 did not have an adverse effect on the Company's
financial position, results of operations, or liquidity.
SFAS No. 149 "Amendment of Statement 133 on Derivative Instruments and
Hedging Activities." In April 2003, the FASB issued SFAS No. 149, which amends
and clarifies financial accounting and reporting for derivative instruments,
including certain derivative instruments embedded in other contracts and for
hedging activities under SFAS No. 133, "Accounting for Derivative Instruments
and Hedging Activities," resulting in more consistent reporting of contracts
as either derivatives or hybrid instruments. SFAS No. 149 is effective for
contracts entered into or modified after June 30, 2003, and should be applied
prospectively. Adoption of SFAS No. 149 did not have a material impact on
the Company's financial position, results of operations or liquidity.
SFAS No. 150 "Accounting for Certain Financial Instruments with
Characteristics of Both Liabilities and Equity." In May 2003, the FASB issued
SFAS No. 150, which establishes standards for how certain financial instruments
with characteristics of both liabilities and equity should be measured and
classified. Certain financial instruments with characteristics of both
liabilities and equity will be required to be classified as a liability. This
statement is effective for financial instruments entered into or modified after
May 31, 2003, and July 1, 2003 for all other financial instruments with the
exception of existing mandatorily redeemable financial instruments issued by
limited life subsidiaries that have been indefinitely deferred from the scope
of the statements. Adoption of SFAS 150 did not have a material impact on the
Company's financial position, results of operations or liquidity.
Statement of Position 03-3 ("SOP 03-3"): "Accounting for Certain Loans or
Debt Securities Acquired in a Transfer." In December 2003, the American
Institute of Certified Public Accountants ("AICPA") issued SOP 03-3. SOP 03-3
requires loans acquired through a transfer, such as a business combination,
where there are differences in expected cash flows and contractual cash flows
due in part to credit quality be recognized at their fair value. The excess of
contractual cash flows over expected cash flows is not to be recognized as an
adjustment of yield, loss accrual, or valuation allowance. Valuation allowances
cannot be created nor "carried over" in the initial accounting for loans
acquired in a transfer on loans subject to SFAS 114, "Accounting by Creditors
for Impairment of a Loan." This SOP is effective for loans acquired after
December 31, 2004, with early adoption encouraged. The Company does not believe
the adoption of SOP 03-3 will have a material impact on the Company's financial
position, results of operations or liquidity.
In December 2003, the FASB issued a revision of SFAS No. 132, Employer's
Disclosures about Pensions and Other Postretirement Benefits. Most of the
provisions of the revised statements are effective for fiscal years ending after
December 15, 2003. The Statement requires more detailed disclosures about plan
assets, investment strategies, benefit obligations, cash flows, and the
assumptions used in accounting for the plans. Adoption of the revision to SFAS
No. 132 will not have a material impact on the Company's financial position,
results of operations or liquidity.
On December 11, 2003, the SEC Staff announced its intention to release a
Staff Accounting Bulletin in order to clarify existing accounting practices
relating to the valuation of issued loan commitments, including interest rate
lock commitments, subject to Derivative Implementation Group Issue C-13, When a
Loan Commitment is included in Scope of Statement 133. The new guidance is
expected to require all registrants to begin accounting for these commitments
subject to SFAS No. 133 as written options that would be reported as liabilities
until they are exercised or expire. The provisions of this guidance are
expected to be effective for loan commitments entered into after March 31, 2004.
Management intends to adopt the provisions of this guidance effective April 1,
2004 and does not anticipate that the adoption will have a materially adverse
effect on the Company's financial position, results of operations or liquidity.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
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OVERVIEW
--------
Thomasville Bancshares, Inc., a Georgia corporation (the "Company"), was
formed in March 1995 to act as the holding company for Thomasville National
Bank (the "Bank"). The Bank opened for business in October 1995, and presently
operates two branches in Thomasville, Georgia. The Bank is a full service
commercial bank, with trust powers, and offers a full range of interest-bearing
and non-interest-bearing accounts, including commercial and retail checking
accounts, money market accounts, individual retirement and Keogh accounts,
regular interest-bearing statement savings accounts, certificates of deposit,
commercial loans, real estate loans, home equity loans and consumer/ installment
loans. In addition, the Bank provides such consumer services as U.S. Savings
Bonds, travelers checks, cashiers checks, safe deposit boxes, bank by mail
services, direct deposit and automatic teller services.
In July 2002, the Company acquired all of the issued and outstanding
capital stock of Joseph Parker & Company, Inc. ("JPC"), a Georgia corporation
and federally registered investment advisory firm located in Thomasville,
Georgia. JPC provides investment management services primarily to individuals
and businesses located in Georgia and Florida.
In September 2001, the Bank formed an operating subsidiary, TNB Financial
Services, Inc., a Georgia corporation with trust powers, to provide asset
management services to clients located primarily in the Bank's market area.
On March 31, 2004, TNB Financial Services was merged with and into JPC.
The Company's results of operations are largely dependent on interest
income, which is the difference between the interest earned on loans and
securities and interest paid on deposits and borrowings. The results of
operations are also affected by the level of income/fees from loans, deposits,
borrowings, as well as operating expenses, the provision for loan losses, the
impact of federal and state income taxes, and the relative levels of interest
rates and economic activity.
CRITICAL ACCOUNTING POLICIES
Critical accounting policies are defined as those that are reflective of
significant judgments and uncertainties, and could potentially result in
materially different results under different assumptions and conditions. The
Company believes that the most critical accounting policies upon which its
financial condition depends, and which involve the most complex or subjective
decisions or assessments are as follows:
Allowance for Loan Losses. Arriving at an appropriate level of allowance
for loan losses involves a high degree of judgment. The Company's allowance for
loan losses provides for probable losses based upon evaluations of known and
inherent risks in the loan portfolio. Management uses historical information
to assess the adequacy of the allowance for loan losses as well as the
prevailing business environment. The allowance is increased by provisions for
loan losses and by recoveries of loans previously charged-off and reduced by
loans charged-off.
Income Taxes. The Company estimates income tax expense based on the amount
it expects to owe various tax authorities. Taxes are discussed in more detail
in Note 13 of the consolidated financial statements. Accrued taxes represent
the net estimated amount due to or to be received from taxing authorities. In
estimating accrued taxes, management assesses the relative merits and risks of
the appropriate tax treatment of transactions taking into account statutory,
judicial and regulatory guidance in the context of its tax position. Although
the Company uses available information to record accrued income taxes,
underlying estimates and assumptions can change over time as a result of
unanticipated events or circumstances such as changes in tax laws influencing
the Company's overall tax position.
Valuation of Goodwill/Intangible Assets and Analysis for Impairment. The
Company utilized the purchase method to reflect its acquisition of JPC.
Accordingly, the Company was required to record assets acquired and liabilities
assumed at their fair value which is an estimate determined by the use of
internal or other valuation techniques. These valuation estimates result in
goodwill and other intangible assets. Goodwill is subject to ongoing periodic
impairment tests and is evaluated using various fair value techniques including
multiples of price/equity and price/earnings ratios.
Additional information regarding these critical accounting policies is set
forth in the notes to the Company's financial statements included in the
Company's Form 10-KSB for the year ended December 31, 2003.
FINANCIAL CONDITION
Total consolidated assets increased by $7.6 million, to $213.1 million,
during the three-month period ended March 31, 2004. Cash and cash equivalents
declined by $1.8 million, to $4.8 million; investment securities increased by
$3.0 million, to $12.4 million; loans increased by $6.2 million, to $186.0
million; and other assets increased by $.2 million, to $2.2 million. To fund
the growth in assets, wholesale funding sources, such as FHLB borrowings,
increased by $8.9 million, to $28.7 million; other liabilities increased by $.5
million, to $1.0 million; total deposits decreased by $2.5 million, to $163.0
million; and the capital accounts increased by $.7 million, to $18.0 million.
Liquidity and Capital Resources
Liquidity is the Company's ability to meet all deposit withdrawals
immediately, while also providing for the credit needs of customers. The
March 31, 2004 financial statements evidence a satisfactory liquidity
position as total cash and cash equivalents amounted to $4.8 million,
representing 2.2% of total assets. Investment securities, which amounted
to $12.4 million, or 5.8% of total assets, provide a secondary source of
liquidity because securities can be converted into cash in a timely manner. The
Company's management closely monitors and maintains appropriate levels of
interest earning assets and interest bearing liabilities so that maturities
of assets are such that adequate funds are provided to meet customer
withdrawals and loan demand. The Company is not aware of any trends, demands,
commitments, events or uncertainties that will result in or are reasonably
likely to result in the Company's liquidity increasing or decreasing in any
material way.
The Bank maintains an adequate level of capitalization as measured by the
following capital ratios and the respective minimum capital requirements
established by the Bank's primary regulator, the Office of the Comptroller of
the Currency ("OCC").
Bank's Minimum required
March 31, 2004 by regulator
-------------- ----------------
Leverage ratio 8.1% 4.0%
Risk weighted ratio 11.1% 8.0%
As evidenced above, the Bank's capital ratios are well above the OCC's
required minimums.
Off-Balance Sheet Arrangements
In the ordinary course of business, the Bank may enter into off-balance
sheet financial instruments which are not reflected in the financial statements.
These instruments include commitments to extend credit and standby letters of
credit. Such financial instruments are recorded in the financial statements
when funds are disbursed or the instruments become payable.
Following is an analysis of significant off-balance sheet financial
instruments at March 31, 2004 and December 31, 2003.
At At
March 31, December 31,
2004 2003
---- ----
(In thousands)
Commitments to extend credit $ 26,199 $ 21,200
Standby letters of credit 2,993 2,732
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$ 29,192 $ 23,932
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RESULTS OF OPERATIONS
For the three-month periods ended March 31, 2004 and 2003, net income
amounted to $646,849 and $545,725, respectively. On a per share basis, basic
and diluted income for the three-month period ended March 31, 2004 amounted
to $.44. For the three-month period ended March 31, 2003, basic and diluted
income per share amounted to $.38 and $.36, respectively. The factors primarily
affecting the Company's results of operations for the first quarter of 2004 as
compared to the first quarter of 2003 are discussed below:
a. Interest income, the most significant revenue item, increased from
$2,544,064 for the three-month period ended March 31, 2003 to $2,730,747
for the three-month period ended March 31, 2004, representing an annual
growth rate of 7.3%. The increase was primarily due to the increase in
average earning assets. Average earning assets grew from $168.6 million
at March 31, 2003 to $195.6 million at March 31, 2004, an increase of
$27.0 million, or 16.0%.
b. The yield on earning assets declined from 6.03% for the three-month period
ended March 31, 2003 to 5.53% for the three-month period ended March 31,
2004. The cost of funds also declined, from 2.45% as of March 31, 2003 to
1.94% as of March 31, 2004.
c. Net interest income, representing the difference between interest received
on interest-earning assets and interest paid on interest bearing
liabilities, increased from $1,637,384 for the three-month period ended
March 31, 2003 to $1,894,661 for the three-month period ended March 31,
2004, a net increase of $257,277, or 15.7%. For the three-month period
ended March 31, 2004 and 2003, net yield on earning assets remained
unchanged at 3.88%.
The following presents, in a tabular form, the main components of
interest-earning assets and interest bearing liabilities for the three-month
period ended March 31, 2004.
(Dollars in 000's)
Interest Interest
Earning Assets/ Average Income/ Yield/
Bearing Liabilities Balance Cost Cost
------------------- ------- -------- ------
Federal funds sold $ 1,219 $ 2 .75%
Securities 9,819 89 3.62%
Loans 184,519 2,640 5.72%
--------- -------- ----
Total $ 195,557 $ 2,731 5.59%
========= -------- ----
Deposits and borrowings $ 172,196 $ 836 1.94%
========= -------- ----
Net interest income $ 1,895
========
Net yield on earning assets 3.88%
====
d. Other income increased from $508,927 for the three-month period ended
March 31, 2003 to $609,113 for the three-month period ended March 31, 2004.
This increase is primarily due to fees charged by JPC for money management
and other advisory fees. As a percentage of average total assets, other
income increased from 1.10% for the three-month period ended March 31, 2003
to 1.16% for the three-month period ended March 31, 2004.
e. Total operating expenses increased from $1,229,712 for the three-month
period ended March 31, 2003 to $1,400,559 for the three-month period ended
March 31, 2004. As a percent of average total assets, total operating
expenses increased from 2.65% for the three-month period ended March 31,
2003 to 2.68% for the three-month period ended March 31, 2004. The increase
is mainly due to the added expense associated with the operations of JPC.
Allowance for Loan Losses
-------------------------
At December 31, 2003, the allowance for loan losses amounted to
$1,797,120. At March 31, 2004, the allowance amounted to $2,044,708. The
allowance for loan losses, as a percent of gross loans, increased from 1.08%
to 1.09% during the three-month period ended March 31, 2004. Management
considers the allowance for loan losses to be adequate and sufficient to absorb
anticipated future losses; however, there can be no assurance that charge-offs
in future periods will not exceed the allowance for loan losses or that
additional provisions to the allowance will not be required.
The Company is not aware of any current recommendation by the regulatory
authorities which, if implemented, would have a material effect on the Company's
liquidity, capital resources, or results of operations.
ITEM 3. CONTROLS AND PROCEDURES
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Management has developed and implemented a policy and procedures for
reviewing disclosure controls and procedures and internal controls over
financial reporting on a quarterly basis. Management, including the Chief
Executive Officer (the Company's principal executive and financial officer),
evaluated the effectiveness of the design and operation of disclosure controls
and procedures as of March 31, 2004 and, based on their evaluation, the
Company's Chief Executive Officer concluded that these controls and procedures
are operating effectively. Disclosure controls and procedures are the Company's
controls and other procedures that are designed to ensure that information
required to be disclosed by the Company in the reports that it files or submits
under the Securities Exchange Act is recorded, processed, summarized and
reported, within the time periods specified in the Securities and Exchange
Commission's rules and forms. Disclosure controls and procedures include,
without limitation, controls and procedures designed to ensure that information
required to be disclosed by Company in the reports that it files under the
Securities Exchange Act is accumulated and communicated to management, including
the principal executive and financial officers, as appropriate to allow timely
decisions regarding required disclosure.
There were no significant changes in the Company's internal control over
financial reporting during the Company's last fiscal quarter that have
materially affected, or are reasonably likely to materially affect, the
Company's internal control over financial reporting. Management noted no
significant deficiencies in the design or operation of the Company's internal
control over financial reporting and the Company's auditors were so advised.
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
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(a) Exhibits.
Exhibit
Number Description
------- -----------
3.1 Articles of Incorporation of the Company (incorporated
herein by referenced to the Company's Registration Statement
on Form SB-2 under the Securities Act of 1933, Registration
Number 33-91536)
3.2 Bylaws of the Company (incorporated herein by referenced to
the Company's Registration Statement on Form SB-2 under the
Securities Act of 1933, Registration Number 33-91536)
31.1 Certification Pursuant to Rule 13a-14(a), As Adopted
Pursuant to Section 302 of the Sarbanes-Oxley
Act Of 2002.
32.1 Certification Pursuant to 18 U.S.C. Section 1350, As
Adopted Pursuant to Section 906 of the Sarbanes-Oxley
Act Of 2002.
(b) Reports on Form 8-K. There were no reports on Form 8-K filed
during the quarter ended March 31, 2004.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
THOMASVILLE BANCSHARES, INC.
-------------------------------------
(Registrant)
Date: May 14, 2004 BY: /s/ Stephen H. Cheney
----------------- ------------------------------------
Stephen H. Cheney
President and Chief Executive Officer
(Principal Executive, Financial and Accounting
Officer)