Form 11-K

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, 2004

[  ]

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

  1. Full title of the plan and the address of the plan, if different from that of the issuer named below:
  2. Thomasville Bancshares, Inc. 401(k) Profit Sharing Plan

  3. 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

       Pursuant to the section of the General Instructions to Form 11-K entitled "Required Information," this annual report on From 11-K for the year ended December 31, 2004 consists of audited financial statements of Thomasville Bancshares, Inc. 401(k) Profit Sharing Plan (the "Plan") for the year ended December 31, 2004, and the related schedule thereto. The Plan is subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and in accordance with Item 4 of the section of the General Instructions to Form 11-K entitled "Required Information" the financial statements and schedule furnished herewith have been prepared in accordance with the financial reporting requirements of ERISA in lieu of the requirements of Items 1, 2 and 3 of the General Instructions.

(a)     Financial Statements for the Thomasville Bancshares, Inc. 401(k) Profit Sharing Plan

(i) Report of Independent Registered Public Accounting Firm

(ii) Statements of Net Assets Available for Benefits as of December 31, 2004 and 2003

(iii) Statements of Changes in Net Assets Available for Benefits for the Year Ended December 31, 2004

(iv) Notes to Financial Statements

(v) Schedule of Assets Held at December 31, 2004 and 2003

(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 19, 2005

 

REPORT OF REGISTERED PUBLIC ACCOUNTING FIRM

 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, 2004 and 2003, and the related statements of changes in net assets available for benefits for the year ended December 31, 2004. 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 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. The Plan is not required to have, nor were we engaged to perform an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, 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. An audit also 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, 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, 2004 and 2003, and the changes in net assets available for benefits for the year ended December 31, 2004, 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, 2004 and 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 6, 2005

 

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THOMASVILLE BANCSHARES, INC. 401(k) PROFIT SHARING PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2004 AND 2003

==================================================================

 

2004

 

2003

ASSETS:
     Participant-directed investments
     Employer contributions receivable
     Employee contributions receivable

$

676,999
74,850
2,985

 

$

477,593

63,853
6,996

     Total Assets
     Expenses payable

$

754,834
8,000

 

$

548,442
6,000

Net Assets Available for Benefits

$

746,834

 

$

542,442

See notes to financial statements.

2

 

 

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THOMASVILLE BANCSHARES, INC. 401(k) PROFIT SHARING PLAN

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 2004

==================================================================

 

2004

ADDITIONS:
     Investment income:
          Net appreciation in fair value of investments
          Interest from participant loans
          Dividends from Employer's common stock

$

66,033
840
2,127

Net investment gain

$

69,000

     Contributions
          Participant
          Employer
          Rollover and forfeiture

$

105,411
78,975
4,294

Total additions to net assets

$

188,680

DEDUCTIONS:
     Benefits paid to participants
     Administrative expenses (Note 2)

$

40,994
12,294

Total deductions from assets

$

53,288

INCREASE IN NET ASSETS AVAILABLE FOR BENEFITS

$

204,392

NET ASSETS AVAILABLE FOR BENEFITS:
     Beginning of year

 

542,442

     End of year

$

746,834

See notes to financial statements.

3

 

 

==================================================================

THOMASVILLE BANCSHARES, INC. 401(k) PROFIT SHARING PLAN

NOTES TO FINANCIAL STATEMENTS - DECEMBER 31, 2004 AND 2003

==================================================================

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, 2004 and 2003 is $13,000 and $12,000, 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 59-1/2. Upon attaining age 59-1/2, 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, 2004 AND 2003

==================================================================

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 on an accrual basis under accounting principles generally accepted in the United States of America (GAAP).

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, 2004 AND 2003

==================================================================

The following investments were held for the benefits of the participants at December 31, 2004 and 2003:

 

December 31,

 

2004

 

2003

Participant Loans
American Century Real Estate Advisor
American Funds AMCAP Fund R2
American Funds Europacific Growth R2
American Funds Washington Mutual Invest
Black Rock Low Duration Bond Fund
Federated Automated Cash Management
Federated Kaufman Fund
Fidelity Advisor Intermediate Bond Fund
Goldman Sachs Government Income Fund
Janus Advisor Growth Portfolio
Neuberger Berman Genesis Fund
Van Kampen Comstock Fund
Thomasville Bancshares, Inc. common stock (Employer)
Cash

$













18,461
34,461
51,300
22,928
46,964
19,054
66,138
47,007
36,527
33,636
35,287
67,194
60,362
136,710
970

 

$













7,328
20,494
38,684
16,444
37,184
14,487
67,732
33,821
28,970
25,772
26,207
47,702
36,534
75,133
1,101

     Totals

$

676,999

 

$

477,593

At December 31, 2004 and 2003, the Plan held 10,318 and 6,960 shares of Thomasville Bancshares, Inc.'s, common stock, respectively. Note that the above figures have been adjusted to account for the two-for-one stock split effected during calendar year 2004.

6

 

 

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THOMASVILLE BANCSHARES, INC. 401(k) PROFIT SHARING PLAN

NOTES TO FINANCIAL STATEMENTS - DECEMBER 31, 2004 AND 2003

==================================================================

During 2004, the Plan's investments (including gains and losses on investments bought or sold, as well as held during the year) appreciated in value by $68,160. Details of the gains/(losses) for calendar year ended 2004 follow:

 

Year Ended December 31, 2003

FUNDS

         

American Century Real Estate Advisor
American Funds AMCAP Fund R2
American Funds Europacific Growth R2
American Funds Washington Mutual Invest
Black Rock Low Duration Bond Fund
Federated Automated Cash Management
Federated Kaufman Fund
Fidelity Advisor Intermediate Bond Fund
Goldman Sachs Government Income Fund
Janus Advisor Growth Portfolio
Neuberger Berman Genesis Fund
Van Kampen Comstock Fund
Thomasville Bancshares, Inc. common stock (Employer)

     

$











7,576 
4,160 
3,606 
3,845 
151 
(829)
5,614 
963 
1,053 
1,711 
10,165 
8,346 
21,799 

Total Gain/(Loss)

     

$

68,160

The appreciation in Thomasville Bancshares, Inc.'s common stock for the year ended December 31, 2004 includes dividends in the amount of $2,127. Note that no dividends from Thomasville Bancshares, Inc.'s common stock were received during calendar 2003.

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

 

 

==================================================================

SUPPLEMENTAL SCHEDULE

THOMASVILLE BANCSHARES, INC. 401(k) PROFIT SHARING PLAN
Assets Held at December 31, 2004 and 2003

==================================================================

 

2004

 

2003

 

Current
Value

 

Current
Value

American Century Real Estate Advisor
American Funds AMCAP Fund R2
American Funds Europacific Growth R2
American Funds Washington Mutual Invest
Black Rock Low Duration Bond Fund
Federated Automated Cash Management
Federated Kaufman Fund
Fidelity Advisor Intermediate Bond Fund
Goldman Sachs Government Income Fund
Janus Advisor Growth Portfolio
Neuberger Berman Genesis Fund
Van Kampen Comstock Fund
Thomasville Bancshares, Inc. common stock (Employer)
Participant Loans
Receivables
Cash

$














34,461
51,300
22,928
46,964
19,054
66,138
47,007
36,527
33,636
35,287
67,194
60,362
136,710
18,461
77,835
970

 

$














20,494
38,684
16,444
37,184
14,487
67,732
33,821
28,970
25,772
26,207
47,702
36,534
75,133
7,328
70,849
1,101

     Totals

$

754,834

 

$

548,442

8