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 June 30, 1998.
OR
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File No. 33-36512
THOMASVILLE BANCSHARES, INC.
(Exact name of small business issuer as specified in its charter)
Georgia 58-2175800
(State of Incorporation) (I.R.S. Employer Identification No.)
301 North Broad Street Thomasville, Georgia 31792
(Address of Principal Executive Offices)
(912) 226-3300
(Issuer's Telephone Number, Including Area Code)
Not Applicable
(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
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 1,200,000 shares issued and
outstanding as of August 12, 1998.
(Page 1 of 17)
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
THOMASVILLE BANCSHARES, INC.
Thomasville, Georgia
Consolidated Balance Sheets
June 30, December 31,
1998 1997
ASSETS (Unaudited) (Unaudited)
Cash and due from banks $ 3,300,300 $ 2,447,683
Federal funds sold 323,878 1,582,269
Total cash and cash equivalents $ 3,624,178 $ 4,029,952
Investment securities:
Securities available-for-sale,
at market value 4,200,469 4,194,219
Loans, net 64,925,568 53,466,913
Property & equipment, net 2,709,440 2,484,979
Other assets 830,877 718,426
Total Assets $76,290,532 $64,894,489
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Deposits
Non-interest bearing deposits $11,763,008 $ 9,334,294
Interest bearing deposits 56,875,607 48,668,118
Total deposits $68,638,615 $58,002,412
Other liabilities 718,094 423,684
Total Liabilities $69,356,709 $58,426,096
Commitments and contingencies
Shareholders' Equity:
Common stock, $1.00 par value, 10
million shares authorized, 1.2
million shares issued & outstanding $ 1,200,000 $ 1,200,000
Paid-in-capital 5,418,801 5,418,801
Retained earnings 301,483 (158,338)
Unrealized gain
securities available-for-sale 13,539 7,930
Total Shareholders' Equity $ 6,933,823 $ 6,468,393
Total Liabilities and
Shareholders' Equity $76,290,532 $64,894,489
Refer to notes to the financial statements.
THOMASVILLE BANCSHARES, INC.
Thomasville, Georgia
Consolidated Statements of Income
For the three months
ended June 30,
1998 1997
Interest income $1,548,475 $1,079,410
Interest expense 702,449 476,546
Net interest income $ 846,026 $ 602,864
Provision for possible loan losses 51,000 36,000
Net interest income after provision
for possible loan losses $ 795,026 $ 566,864
Other income
Gain on sale of mortgage loans $ 4,269 $ 399
Service charges 20,664 14,976
Other fees 83,116 77,543
Rental income 5,400 5,400
Total other income $ 113,449 $ 98,318
Salaries and benefits $ 255,888 $ 201,127
Advertising and public relations 39,633 38,649
Depreciation 37,129 32,385
Amortization 2,806 2,806
Data processing 8,722 7,344
Regulatory fees and assessments 8,845 6,767
Other operating expenses 115,912 118,277
Total operating expenses $ 468,935 $ 407,355
Net income before taxes $ 439,540 $ 257,827
Income taxes 193,000 114,200
Net income $ 246,540 $ 143,627
Basic income per share $ .20 $ .12
Diluted income per share $ .19 $ .11
Refer to notes to the consolidated financial statements.
THOMASVILLE BANCSHARES, INC.
Thomasville, Georgia
Consolidated Statements of Income
For the six months
ended June 30,
1998 1997
Interest income $2,965,987 $1,982,660
Interest expense 1,355,116 874,230
Net interest income $1,610,871 $1,108,430
Provision for possible loan losses 96,000 72,000
Net interest income after provision
for possible loan losses $1,514,871 $1,036,430
Other income
Gain on sale of mortgage loans $ 6,417 $ 975
Service charges 39,195 27,572
Other fees 167,182 136,013
Rental income 10,800 10,800
Total other income $ 223,594 $ 175,360
Salaries and benefits $ 505,722 $ 381,677
Advertising and public relations 63,159 105,599
Depreciation 73,278 44,685
Amortization 5,612 5,612
Data processing 17,938 14,420
Regulatory fees and assessments 17,579 13,960
Other operating expenses 242,756 217,382
Total operating expenses $ 926,044 $ 783,335
Net income before taxes $ 812,421 $ 428,455
Income taxes 352,600 186,700
Net income $ 459,821 $ 241,755
Basic income per share $ .38 $ .20
Diluted income per share $ .36 $ .19
Refer to notes to the consolidated financial statements.
THOMASVILLE BANCSHARES, INC.
Thomasville, Georgia
Consolidated Statements of Cash Flows
(Unaudited)
For the six-month period
Ended June 30,
1998 1997
Cash flows from operating activities: $ 810,417 $ 945,439
Cash flows from Investing Activities:
Purchase of fixed assets $ (297,739) $ (645,092)
Purchase of securities, AFS - - (1,014,063)
(Increase) in loans (11,554,655) (11,116,095)
Net cash used by investing activities $(11,852,394) $(12,775,250)
Cash flows from Financing Activities:
Increase in deposits $ 10,636,203 $ 14,369,817
Net cash provided from financing activities $ 10,636,203 $ 14,369,817
Net increase in cash and cash equivalents $ (405,774) $ 2,540,006
Cash and cash equivalents,
beginning of period 4,029,952 5,628,235
Cash and cash equivalents, end of period $ 3,624,178 $ 8,168,241
Refer to notes to the financial statements.
THOMASVILLE BANCSHARES, INC.
Thomasville, Georgia
Notes to Consolidated Financial Statements (Unaudited)
June 30, 1998
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 six-month period ended June 30, 1998 are not necessarily
indicative of the results that may be expected for the year ending December
31, 1998. For further information, refer to the financial statements and
footnotes thereto included in Form 10-KSB for the year ended December 31,
1997.
Note 2 - Summary of Organization
Thomasville Bancshares, Inc., Thomasville, Georgia (the "Company"), was
incorporated under the laws of the State of Georgia on March 30, 1995, for the
purpose of becoming a bank holding company for a proposed national bank,
Thomasville National Bank (the "Bank") to be located in Thomasville, Georgia.
In an initial public offering conducted during 1995, the Company sold and
issued 600,000 shares of its $1.00 par value common stock. Proceeds from the
above offering amounted to $5,972,407, net of selling expenses. The Company
commenced banking operations on October 2, 1995. During the first calendar
quarter of 1998, the Company declared a two-for-one stock split, effected in
the form a 100% stock dividend.
Note 3 - Summary of Significant Accounting Policies
Basis of Presentation and Reclassification. The consolidated financial
statements include the accounts of the Company and the Bank. All significant
intercompany accounts and transactions have been eliminated in consolidation.
Certain prior year amounts have been reclassified to conform to the current
year presentation. Both earnings per share and shareholders' equity for all
periods presented were reclassified to allow for the two-for-one stock split.
Basis of Accounting. The accounting and reporting policies of the
Company conform to generally accepted accounting principles
and to general practices in the banking industry. In preparing the financial
statements, management is required to make estimates and assumptions that
affect the reported amounts of assets and liabilities as of the date of the
balance sheet and revenues and expenses for the period. Actual results could
differ significantly from those estimates. Material estimates that are
particularly susceptible to significant change in the near term relate to the
determination of the allowance for loan losses and the valuation of real
estate acquired in connection with foreclosures or in satisfaction of loans.
Investment Securities. The Company adopted Statement of Financial
Accounting Standards No. 115, "Accounting for Certain Investment in Debt and
Equity Securities" ("SFAS 115"). SFAS 115 requires investments in equity and
debt securities to be classified into three categories:
1. Held-to-maturity securities: These are securities which the Company
has the ability and intent to hold until maturity. These
securities are stated at cost, adjusted for amortization of
premiums and the accretion of discounts. As of December 31, 1997
and June 30, 1998, the Company had no securities in this category.
2. Trading securities: These are securities which are bought and held
principally for the purpose of selling in the near future.
Trading securities are reported at fair market value, and related
unrealized gains and losses are recognized in the income
statement. As of December 31, 1997 and June 30, 1998, the Company
had no securities in this category.
3. Available-for-sale securities: These are securities which are not
classified as either held-to-maturity or as trading securities.
These securities are reported at fair market value. Unrealized
gains and losses are reported, net of tax, as separate components
of shareholders' equity. Unrealized gains and losses are excluded
from the income statement.
A decline below cost in the fair value of any available-for sale or
held-to-maturity security that is deemed other than temporary, results in a
charge to income and the establishment of a new cost basis for the security.
Purchase premiums and discounts on investment securities are amortized
and accreted to interest income using the level yield method on the
outstanding principal balances. In establishing the accretion of discounts
and amortization of premiums, the Company utilizes market based prepayment
assumptions. Interest and dividend income are recognized when earned.
Realized gains and losses for securities sold are included in income and are
derived using the specific identification method for determining the costs of
securities sold.
Loans, Interest and Fee Income on Loans. Loans are stated at the
principal balance outstanding. Unearned discount, unamortized loan fees and
the allowance for possible loan losses are deducted from total loans in the
statement of condition. Interest income is recognized over the term of the
loan based on the principal amount outstanding. Points on real estate loans
are taken into income to the extent they represent the direct cost of
initiating a loan. The amount in excess of direct costs is deferred and
amortized over the expected life of the loan.
Accrual of interest on loans is discontinued either when reasonable
doubt exists as to the full or timely collection of interest or principal or
when a loan becomes contractually past due by 90 days or more with respect to
interest or principal. When a loan is placed on non-accrual status, all
interest previously accrued but not collected is reversed against current
period interest income. Income on such loans is then recognized only to the
extent that cash is received and where the future collection of principal is
probable. Loans are returned to accrual status only when they are brought
fully current with respect to interest and principal and when, in the judgment
of management, the loans are estimated to be fully collectible as to both
principal and interest.
The Company adopted Statement of Financial Accounting Standards No. 114,
"Accounting by Creditors for Impairment of a Loan," as amended by SFAS 118,
"Accounting for Impairment of a Loan - Income Recognition and Disclosure".
These standards require impaired loans to be measured based on the present
value of expected future cash flows discounted at the loan's original
effective interest rate, or at the loan's observable market price, or the fair
value of the collateral if the loan is collateral dependent. A loan is
considered impaired when, based on current information and events, it is
probable that the Company will be unable to collect all amounts due according
to the contractual terms of the note agreement. Cash receipts on impaired loans
which are accruing interest are applied to principal and interest under the
contractual terms of the loan agreement. Cash receipts on impaired loans for
which the accrual of interest has been discontinued are applied to reduce the
principal amount of such loans until the principal has been recovered and are
recognized as interest income thereafter.
Allowance for Possible Loan Losses. The allowance for loan losses is
established through provisions charged to operations. Such provisions are
based on management's evaluation of the loan portfolio under current economic
conditions, past loan loss experience, adequacy of underlying collateral,
changes in the nature and volume of the loan portfolio, review of specific
problem loans, and such other factors which, in management's judgment, deserve
recognition in estimating loan losses. Loans are charged-off when, in the
opinion of management, such loans are deemed to be uncollectible. Subsequent
recoveries are added to the allowance.
Management believes that the allowance for loan losses is adequate.
While management uses available information to recognize losses of loans,
future additions to the allowance may be necessary based on changes in
economic conditions. In addition, various regulatory agencies, as an integral
part of their examination process, periodically review the Company's allowance
for loan losses. Such agencies may require the Company to recognize additions
to the allowance for loan losses based on their judgments about information
available to them at the time of their examination.
Property and Equipment. Building, furniture and equipment are stated at
cost, net of accumulated depreciation. Depreciation is computed using the
straight line method over the estimated useful lives of the related assets.
Maintenance and repairs are charged to operations, while major improvements
are capitalized. Upon retirement, sale or other disposition of property and
equipment, the cost and accumulated depreciation are eliminated from the
accounts, and gain or loss is included in income from operations.
Income Taxes. The consolidated financial statements have been prepared
on the accrual basis. When income and expenses are recognized in different
periods for financial reporting purposes and for purposes of computing income
taxes currently payable, deferred taxes are provided on such temporary
differences. The Company files a consolidated income tax return. Taxes are
accounted for in accordance with Statement of Financial Accounting Standards No.
109, "Accounting for Income Taxes" ("SFAS 109"). Under SFAS 109, deferred tax
assets and liabilities are recognized for the expected future tax consequences
attributable to differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax bases. Deferred tax
assets and liabilities are measured using the enacted tax rates expected to
apply to taxable income in the years in which those temporary differences are
expected to be realized or settled. Under SFAS 109, the effect on deferred tax
assets and liabilities of a change in tax rates is recognized in income in the
period that includes the enactment date.
Statement of Cash Flows. For purposes of reporting cash flows, cash and
cash equivalents include cash on hand, amounts due from banks and federal
funds sold. Generally, federal funds are
purchased or sold for one day periods.
Earnings Per Share ("EPS"). The Company adopted Statement of Financial
Accounting Standard No. 128, "Earnings Per Share" ("SFAS 128"). SFAS 128
establishes standards for computing and presenting EPS. Because the Company
has a complex capital structure, it is required to report: (i) basic EPS and
(ii) diluted EPS. Basic EPS is defined as the amount of earnings available to
each share of common stock outstanding during the reporting period. Diluted
EPS is defined as the amount of earnings available both to each share of
common stock outstanding during the reporting period and to each share that
would have been outstanding assuming the issuance of common stock for all
dilutive potential common stock outstanding during the reporting period.
Basic EPS is computed by dividing income available to common
shareholders by the weighted average number of common shares outstanding
during the period. Diluted EPS is computed assuming the conversion of all
warrants and options. For the six-month period ended June 30, 1998, basic and
diluted EPS amounted to $.38 and $.36, respectively. For the six-month period
ended June 30, 1997, basic and diluted EPS amounted to $.20 and $.19,
respectively.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
The Company was incorporated in Georgia on March 30, 1995 to become a bank
holding company and to own and control all of the outstanding shares of a de
novo bank, Thomasville National Bank, Thomasville, Georgia ("Bank"). In a
public offering conducted during 1995, the Company sold and issued 600,000
shares of its own $1.00 par value common stock (the "Common Stock"). Proceeds
from the above stock offering amounted to $5,972,407, net of selling expenses.
The Company purchased 100% of the Bank's common stock by injecting $4.8
million into the Bank's capital accounts immediately prior to commencement of
banking operations on October 2, 1995. Subsequently, the Company injected an
additional $700,000 into the Bank's capital accounts. On February 28, 1998,
the Company declared a two-for-one stock split to be effected in the form of a
100% common stock dividend. The new shares were distributed to shareholders
of record as of the close of business on January 31, 1998. The stock split
increased the number of outstanding shares of Common Stock from 600,000 to
1,200,000.
On July 6, 1998, the Company filed a Registration Statement on Form SB-2 in
connection with the offering of 150,000 shares of the Common Stock at the
purchase price of $15.00 per share. The Registration Statement was declared
effective by the Securities and Exchange Commission on August 6, 1998, at
which time the Company commenced the offering. The offering expires on
November 3, 1998, but may be extended by the Company for three consecutive 90-
day periods. The shares are being offered on an "any and all" basis by
certain directors and executive officers of the Company. The net proceeds to
the Company, after deducting offering expenses, are estimated to be
approximately $2.2 million, which will be available to provide additional
capital for the Bank.
Total consolidated assets increased by $11.4 million to $76.3 million during
the six-month period ended June 30, 1998. The increase was generated through
a $10.6 million increase in deposits, and $300,000 and $500,000 increases in
payables and retained profits, respectively. The bank utilized the above
funds to increase loans by $11.4 million.
Liquidity and Sources of Capital
Liquidity is the Company's ability to meet all deposit withdrawals
immediately, while also providing for the credit needs of customer. The June
30, 1998 financial statements evidence a satisfactory liquidity position as
total cash and cash equivalents amounted to $3.6 million, representing 4.8% of
total assets. Investment securities, which amounted to $4.2 million or 5.5%
of total assets, provide a secondary source of liquidity because they can be
converted into cash in a timely manner. In addition, the Company's ability to
maintain and expand its deposit base and borrowing capabilities are a source
of liquidity. For the six-month period ended June 30, 1998, total deposits
increased from $58.0 million to $68.6 million, representing an annualized
increase of 36.6%. There are no assurances, however, that this level of
growth can be maintained. 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. There are no 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 by
the Bank's primary regulator, the Office of the Comptroller of the Currency
("OCC").
Bank's Minimum required
June 30, 1998 by regulator
Leverage ratio 8.5% 4.0%
Risk weighted ratio 10.5% 8.0%
As evidenced above, the Bank's capital ratios are well above the OCC's
required minimums.
Results of Operations
For the three-month periods ended June 30, 1998 and 1997, net income amounted
to $246,540 and $143,627, respectively. On a per share basis, basic and
diluted income for the three-month period ended June 30, 1998 amounted to $.20
and $.19, respectively. For the three-month period ended June 30, 1997, basic
and diluted income per share amounted to $.12 and $.11, respectively. The
improvement in net income for the three-month period ended June 30, 1998 as
compared to the three-month period ended June 30, 1997, is primarily due to
the following:
(i) Net interest margin increased by approximately $243,000, due to both a
higher level of earning assets and higher yields.
(ii) Non-interest income increased by approximately $15,000, due to both a
higher level and fees with respect to transaction accounts.
(iii) The items above were more than adequate to cover a $62,000 increase in
other operating expenses. The increase in other operating
expenses was primarily due to the addition of new employees and to
annual merit increases.
Net income for the six-month period ended June 30, 1998 amounted to $459,821,
or $.36 per diluted share. These results compare favorably to the June 30,
1997 net income of $241,755, or $.19 per diluted share. The primary reasons
for the increase in net income are as follows:
a. Average total earning assets have increased from $45.1 million at June
30, 1997 to $65.3 million at June 30, 1998. The net increase of
$20.2 million represents a 44.8% increase over a twelve-month
period. There can be no assurances, however, that this level of
growth can be maintained.
b. As a consequence to the increase in earning assets, interest income,
the most significant of all revenue items, increased from
$1,982,660 for the six-month period ended June 30, 1997 to
$2,965,987 for the six-month period ended June 30, 1998. The
increase of $983,327 represents a 49.6% increase over a twelve-
month period. Again, there can be no assurances that the Company
can continue to maintain this level of growth.
c. Net interest income represents the difference between interest
received on interest earning assets and interest paid on interest
bearing liabilities.
The following presents, in a tabular form, the main components of
interest earning assets and interest bearing liabilities.
Interest Interest
Earning Assets/ Average Income/ Yield/
Bearing Liabilities Balance Cost Cost
Federal funds sold $ 1,212,336 $ 32,519 5.36%
Securities 4,201,941 115,248 5.48%
Loans 58,869,053 2,818,220 9.57%
Total $65,283,330 $2,965,987 9.09%
Deposits and borrowings $63,436,003 $1,355,116 4.27%
Net interest income $1,610,871
Net yield on earning assets 4.93%
Net interest income has increased from $1,108,430 for the six-month period
ended June 30, 1997 to $1,610,871 for the six-month period ended June 30,
1998, a net increase of $502,441, or 45.3%.
d. Other income has increased from $175,360 for the six-month period
ended June 30, 1997 to $223,594 for the six-month period ended
June 30, 1998. This increase is primarily due to the increase in
volume of transaction accounts. Other income as a percentage of
total assets, however, has remained constant at .59% of total
assets for both six-month periods ended June 30, 1997 and 1998.
e. Total operating expenses have increased from $783,335 for the six-
month period ended June 30, 1997 to $926,044 for the six-month
period ended June 30, 1998. Despite the increase, however, total
operating expenses as a percent of total assets declined from
2.65% to 2.43% over the one year span from June 30, 1997 to June
30, 1998. The decline in the above ratio is an indication of an
increased efficiency attained largely due to economies of scale.
At December 31, 1997, the allowance for loan losses amounted to $644,913. By
June 30, 1998, the allowance had grown to $734,217. Despite the increase,
however, the allowance for loan losses, as a percentage of gross loans,
declined from 1.19% to 1.12% during the six-month period ended June 30, 1998.
Management considers the allowance for loan losses to be adequate and
sufficient to absorb possible 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 they were to be implemented, would have a material
effect on the Company's liquidity, capital resources, or results of
operations.
Year 2000
The Bank's executive management allocated resources in February, 1998 for the
purpose of forming a Year 2000 committee. The committee was charged with
developing and carrying out a comprehensive project plan to address Year 2000
issues. The committee reports progress to the Board of Directors on a monthly
basis. The project plan incorporates guidelines set forth by the OCC, FRB and
FFIEC. The awareness and assessment phases are complete. During the
assessment phase a comprehensive inventory of all hardware, software, systems,
service providers, vendors, correspondents and embedded chips systems utilized
by the Bank was performed, with mission-critical areas given the highest
priority. Due diligence is being performed and will continue to be an on-
going process with each area to ensure vendor readiness. The Company is
currently monitoring vendors for their remediation progress, adequacy of
testing and statement of Year 2000 readiness. The core bank processing vendor
has provided the Company with a Year 2000 software warranty, and has received
an independent certification from the Information Technology Association of
America. Contingency plans are being formulated in the event that a vendor is
not able to provide a Year 2000 compliant product within the Bank's
established timeframes. The Company will participate in user group testing
with the core bank processing vendor. The Company plans to test the remaining
mission-critical products where feasible. The Bank has budgeted $25,000 for
expenses associated with Year 2000 compliance. Less than 5% of the budgeted
amount has been incurred to date. However, there can be no assurances that
unforseen difficulties or costs will not arise. In addition, there can be no
assurance that systems of other companies on which the Company's systems rely,
such as the Bank's data processing vendor, will be modified on a timely basis,
or that the failure by another company to properly modify its systems will not
negatively impact the Company's systems or operations.
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
The 1998 Annual Meeting of Shareholders of the Company was held on May 7,
1998. At the meeting the following persons were elected as directors to serve
for a term of three years and until their successors are elected and
qualified: Charles W. McKinnon, Jr., Cochran A. Scott, Jr. and Richard L.
Singletary, Jr.
The number of votes cast for and against the election of each nominee for
director was as follows:
Votes Votes Votes
FOR AGAINST WITHHELD
Charles W. McKinnon, Jr. 684,438 0 400
Cochran A Scott, Jr. 684,438 0 400
Richard L. Singletary, Jr. 684,438 0 400
In addition, the shareholders of the Company ratified the appointment of
Francis & Co., CPAs as auditors for the Company and its subsidiary for the
fiscal year ending December 31, 1998. The number of votes for and against the
ratification of Francis & Co., CPAs was as follows:
Votes Votes
FOR AGAINST
684,038 0
No other matters were presented or voted for at the Annual Meeting.
The following persons did not stand for reelection to the Board at the 1998
Annual Meeting of Shareholders as their term of office continued after the
Annual Meeting: Charles A. Balfour, Clifford S. Campbell, Jr., Stephen H.
Cheney, Charles E. Hancock, M.D., Charles H. Hodges, III and Harold L.
Jackson.
Item 5. Other Information
Proposals of shareholders intended to be presented at the Company's 1999
Annual Meeting of Shareholders must be received at the Company's principal
executive offices by December 22, 1998 in order to be eligible for inclusion
in the Company's proxy statement and form of proxy for that meeting. With
respect to proposals not received by March 6, 1999, the individuals designated
by management as proxies will vote their proxy in accordance with their
judgment of what is in the best interests of the Company.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits.
-27.1 - Financial data schedule (for SEC use only).
(b) Reports on Form 8-K. There were no reports on Form 8-K filed during
the quarter ended June 30, 1998.
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: August 13, 1998 BY: /s/ Stephen H. Cheney
Stephen H. Cheney
President and Chief Executive Officer
(Principal Executive, Financial and Accounting
Officer)
Financial Data Schedule Submitted Under Item 601(a)(27) of Regulation S-B
This schedule contains summary financial information extracted from
Thomasville Bancshares, Inc. unaudited consolidated financial statements for
the period ended June 30, 1998 and is qualified in its entirety by reference
to such financial statements.
Item Number Item Description Amount
9-03(1) Cash and due from banks $ 3,300,300
9-03(2) Interest bearing deposits 0
9-03(3) Federal funds sold - purchased
securities for sale 323,878
9-03(4) Trading account assets 0
9-03(6) Investment and mortgage backed
securities held for sale 4,200,469
9-03(6) Investment and mortgage backed
securities held to maturity -
carrying value 0
9-03(6) Investment and mortgage backed
securities held to maturity -
market value 0
9-03(7) Loans 65,659,785
9-03(7)(2) Allowance for losses 734,217
9-03(11) Total assets 76,290,532
9-03(12) Deposits 68,638,615
9-03(13) Short-term borrowings 0
9-03(15) Other liabilities 718,094
9-03(16) Long-term debt
9-03(19) Preferred stock -
mandatory redemption 0
9-03(20) Preferred stock -
no mandatory redemption 0
9-03(21) Common stocks 1,200,000
9-03(22) Other stockholders' equity 5,733,823
9-03(23) Total liabilities and
stockholders' equity 76,290,532
9-04(1) Interest and fees on loans 2,818,220
9-04(2) Interest and dividends
on investments 147,767
9-04(4) Other interest income 0
9-04(5) Total interest income 2,965,987
9-04(6) Interest on deposits 1,343,936
9-04(9) Total interest expense 1,355,116
9-04(10) Net interest income 1,610,871
9-04(11) Provision for loan losses 96,000
9-04(13)(h) Investment securities gains/losses 0
9-04(14) Other expenses 926,044
9-04(15) Income/loss before income tax 812,421
9-04(17) Income/loss before
extraordinary items 812,421
9-04(18) Extraordinary items, less tax 0
9-04(19) Cumulative change in
accounting principles 0
9-04(20) Net income or loss 459,821
9-04(21) Earnings per share - basic .38
9-04(21) Earnings per share - diluted .36
I.B.5. Net yield - interest earning
assets - actual 4.93%
III.C.1(a) Loans on non-accrual 8,344
III.C.1(b) Accruing loans past due
90 days or more 0
III.C.1(c) Troubled debt restructuring 0
III.C.2. Potential problem loans 1,489,410
IV.A.1 Allowance for loan losses -
beginning of period 644,913
IV.A.2 Total chargeoffs 9,871
IV.A.3 Total recoveries 3,175
IV.A.4 Allowance for loan losses -
end of period 734,217
IV.B.1 Loan loss allowance allocated to
domestic loans 720,000
IV.B.2 Loan loss allowance allocated to
foreign loans 0
IV.B.3 Loan loss allowance - unallocated 14,217
