-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GXS35dcpA8IDizsv4t5tvDh7+2BSBT8V7NSoDbdQ/QzFqSe6Y3DHYs+siI30oU6l Db9w2H1pSzqbP21cYbLzHg== /in/edgar/work/20000531/0000927089-00-000185/0000927089-00-000185.txt : 20000919 0000927089-00-000185.hdr.sgml : 20000919 ACCESSION NUMBER: 0000927089-00-000185 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000530 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000531 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CLASSIC BANCSHARES INC CENTRAL INDEX KEY: 0001001627 STANDARD INDUSTRIAL CLASSIFICATION: [6035 ] IRS NUMBER: 611289391 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-27170 FILM NUMBER: 647264 BUSINESS ADDRESS: STREET 1: 344 17TH ST STREET 2: P O BOX 1527 CITY: ASHLAND STATE: KY ZIP: 41101-1527 BUSINESS PHONE: 6063254789 MAIL ADDRESS: STREET 1: P O BOX 1527 CITY: ASHLAND STATE: KY ZIP: 41105-1527 8-K 1 0001.txt SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 30, 2000 CLASSIC BANCSHARES, INC. - ------------------------------------------------------------------------------ (Exact name of Registrant as specified in its Charter) Delaware 0-27170 61-1289391 - ------------------------------------------------------------------------------ (State or other jurisdiction (Commission File No.)(IRS Employer Identification of incorporation) No.) 344 17th Street, Ashland, Kentucky 41101 - ------------------------------------------------------------------------------ (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (606) 325-4789 -------------- N/A - ------------------------------------------------------------------------------ (Former name or former address, if changed since last report) Item 5. Other Events On May 30, 2000, the Registrant issued the press release attached hereto as Exhibit 99 announcing its earnings for the year ended March 31, 2000. Item 7. Financial Statements and Exhibits (c) Exhibits 99 Press release dated May 30, 2000. 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. CLASSIC BANCSHARES, INC. Date: May 31, 2000 By: /s/Lisah M. Frazier ----------------- ------------------------------- Lisah M. Frazier, Vice President, Treasurer and Chief Financial Officer EX-99 2 0002.txt PRESS RELEASE FOR IMMEDIATE RELEASE For Additional Information Contact: David B. Barbour, President and Chief Executive Officer Lisah M. Frazier, Senior Vice President, Treasurer and Chief Financial Officer (606) 325-4789 Fax (606) 324-1307 www.bank-anywhere.com CLASSIC BANCSHARES, INC. REPORTS A 27% INCREASE IN ANNUAL EARNINGS PER SHARE AND SUBSTANTIAL GROWTH FOR THE 2000 FISCAL YEAR Ashland, Kentucky, -- May 30, 2000 -- Classic Bancshares, Inc. (NASDAQ - - CLAS) reported adjusted cash net income (which excludes amortization of goodwill) of $346,000 for the fourth quarter ended March 31, 2000 compared to adjusted cash net income of $276,000 for the same period in 1999. Adjusted cash earnings per share were $.30 for the three months ended March 31, 2000 compared to $.23 for the same period in 1999. Adjusted cash net income for the twelve months ended March 31, 2000 was $1.3 million compared to $1.0 million for the same period in 1999. Adjusted cash earnings per share were $1.13 for the twelve months ended March 31, 2000 compared to $.82 for the same period in 1999. Net income for the fourth quarter ended March 31, 2000 was $279,000, or $.24 per diluted share compared to $246,000, or $.20 per diluted share for the same period in 1999. Net income for the twelve months ended March 31, 2000 was $1.1 million, or $.92 per diluted share compared to $885,000, or $.72 per diluted share for the same period in 1999. Classic Bancshares' assets increased $32.3 million from $142.7 million at March 31, 1999 to $175.0 million at March 31, 2000 primarily due to significant internal growth. The remainder of the increase was due to the acquisition of Citizens Bank, Grayson on May 14, 1999. At the close of the transaction, Citizens Bank, Grayson was merged with and into Classic Bank with Classic Bank as the surviving institution. The transaction was valued at $4.5 million and was accounted for under the purchase method of accounting. On the date of closing, Citizens had total assets of approximately $13.4 million and total deposits of $12.0 million. In connection with the acquisition, the Company recorded $3.1 million in goodwill. Loans increased $30.3 million from $97.5 million at March 31, 1999 to $127.8 million at March 31, 2000 with $21.3 million of the increase attributable to internal growth primarily in the areas of commercial mortgage, commercial business, and consumer loans and $9.0 million attributable to loans acquired in the Citizens Bank transaction. Deposits increased $17.2 million from $117.7 million at March 31, 1999 to $134.9 million at March 31, 2000 with $12.0 million of the increase attributable to the acquisition of Citizens Bank while the remaining increase was attributable to aggressive marketing and sales efforts and the opening of two additional banking offices during fiscal 1999. Asset quality remained strong as total non-performing assets was .6% of total assets at March 31, 2000 compared to .7% at March 31, 1999. The Company recorded a provision for loan losses of $223,000 for the twelve month period, recorded an allowance of $506,000 from the acquisition of Citizens and had net charge-offs of $270,000 for the twelve month period resulting in an allowance for loan losses of $1.3 million at March 31, 2000. The allowance at March 31, 2000 was equal to 169% of total non-performing loans, 123% of non-performing assets and 1.0% of total loans receivable. President and Chief Executive Officer, David B. Barbour stated that, "We are extremely excited that our community and relationship banking strategies yielded double digit annual increases in total revenues, loans, deposits, earnings and earnings per share. Our increases in non-interest income and continued improvement of our net interest margin positions the Company for the future notwithstanding significant fluctuations in the interest rate environment." Net interest income increased $275,000 to $1.6 million for the fourth quarter ended March 31, 2000 compared to $1.3 million for the fourth quarter ended March 31, 1999. The net interest margin was 4.2% for the quarter ended March 31, 2000 and March 31, 1999. Net interest income increased $1.2 million to $6.0 million for the twelve months ended March 31, 2000 compared to $4.8 million for the same period in 1999. The net interest margin increased to 4.3% for the twelve months ended March 31, 2000 compared to 4.1% for the same period in 1999. The increase for the three and twelve month period was due to an increase in the volume of interest-earning assets and interest-bearing liabilities coupled with an increase in higher yielding, non-mortgage loans, such as commercial and consumer loans, and a reduction in the cost of funds through the continued increase in lower cost non-certificate, transaction accounts as a funding source. Non-interest income was $223,000 for the quarter ended March 31, 2000 compared to $182,000 for the quarter ended March 31, 1999. Non-interest income was $895,000 for the twelve months ended March 31, 2000 compared to $675,000 for the twelve months ended March 31, 1999. Non-interest income increased primarily due to an increase in fees and service charges on deposit accounts. The increase in fees and service charges on deposits is the result of increased product offerings, an increased deposit base and aggressive pricing strategies. Non-interest expense for the quarter ended March 31, 2000 was $1.4 million compared to $1.1 million for the quarter ended March 31, 1999. Non-interest expense was $5.4 million for the twelve months ended March 31, 2000 compared to $4.3 million for the same period in 1999. Non-interest expenses increased for the period due primarily to the increased costs related to an additional banking office as a result of the acquisition of Citizens Bank and an increase in goodwill amortization from the acquisition of Citizens Bank. Non-interest expenses also increased due to an increase in employee salaries and benefits due to an increase in the net number of employees and an increase in other general and administrative expenses in order to facilitate the growth of the Company. Stockholders' equity was $19.0 million at March 31, 2000 compared to $20.3 million at March 31, 1999. Classic Bancshares, Inc. is headquartered in Ashland, Kentucky and has two subsidiaries, Classic Bank and First National Bank of Paintsville. Classic Bank operates at 344 Seventeenth Street, Ashland, Kentucky with three branch offices located in Boyd, Greenup and Carter counties. First National Bank of Paintsville operates at 240 Main Street, Paintsville, Kentucky with one branch office located in Johnson County. When used in this press release, the words or phrases "should result," "will likely result", "are expected to", "will continue", "is anticipated", "estimate", "project" or similar expressions are intended to identify "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are subject to certain risks and uncertainties, including changes in economic condition in the Company's market area, changes in policies by regulatory agencies, fluctuations in interest rates, demand for loans in the Company's market area and competition, that could cause actual results to differ materially from historical earnings and those presently anticipated or projected. The Company wishes to caution readers not to place undue reliance on such forward-looking statements, which speak only as of the date made. The Company wishes to advise readers that the factors listed could affect the Company's financial performance and could cause the Company's actual results for future periods to differ materially from any opinions or statements expressed with respect to future periods in any current statements. The Company does not undertake-and specifically declines any obligation-to publicly release the result of any revisions which may be made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events. SELECTED FINANCIAL DATA The following table sets forth selected financial data of Classic Bancshares, Inc. as of March 31, 2000 and March 31, 1999 and for the three and twelve months ended March 31, 2000 and 1999. March 31 March 31 2000 1999 ---- ---- Selected Financial Condition Data: (In Thousands) - ---------------------------------- Total Assets $175,254 $142,739 Cash and other interest bearing deposits with other financial institutions 5,254 4,486 Loans receivable, net 127,808 97,527 Investment Securities: Available for Sale 25,135 26,526 Mortgage-backed securities: Available for Sale 3,230 4,479 Goodwill 5,809 2,779 Deposits 134,897 117,732 Federal funds purchased and securities sold under Agreement to repurchase 2,688 2,187 FHLB advances 17,075 388 Stockholders' Equity, subject to certain restrictions 18,999 20,289
Three Months Ended Twelve Months Ended March 31, March 31, -------- -------- 2000 1999 2000 1999 ---- ---- ---- ---- Selected Operations Data: - ------------------------ (In Thousands) Total interest income $3,154 $2,489 $11,941 $9,822 Total interest expense 1,604 1,214 5,892 4,979 ----------- --------- --------- ---------- Net interest income 1,550 1,275 6,049 4,843 Provision for loan losses 63 35 223 100 ------------ --------- ---------- ---------- Net interest income after provision 1,487 1,240 5,826 4,743 for losses on loans ------------ --------- ---------- ---------- Fees and service charges 184 119 703 487 (Loss) gain on sale of securities --- --- (3) 4 Other non-interest income 39 63 195 184 ------------ --------- --------- ---------- Total non-interest income 223 182 895 675 Total non-interest expense 1,360 1,140 5,359 4,295 ------------ --------- --------- ---------- Income before income taxes 350 282 1,362 1,123 Income tax expense (benefit) 71 36 292 238 ------------ --------- --------- ---------- Net Income $279 $246 $1,070 $885 ============ ========= ========= ========== Amortization of goodwill 67 30 238 123 ------------ --------- --------- ---------- Adjusted cash net income $346 $276 $1,308 $1,008 ============ ========= ========= ========== Basic earnings per share $0.25 $0.21 $0.95 $0.75 Adjusted cash basic earnings per share* $0.31 $0.24 $1.16 $0.85 Fully diluted earnings per share $0.24 $0.20 $0.92 $0.72 Adjusted cash fully diluted earnings per share* $0.30 $0.23 $1.13 $0.82 * Adjusted to exclude amortization of goodwill
At or for the At or for the Three Months Ended Twelve Months Ended March 31, March 31, -------- -------- 2000 1999 2000 1999 ---- ---- ---- ---- Other Data: - ----------- Return on average assets (ratio of annualized net income to total average assets) .6% .7% .6% .6% Return on average equity (ratio of annualized net income to total average equity) 5.9 4.8 5.5 4.3 Net interest margin **(FTE) 4.2 4.2 4.3 4.1 Non-performing assets to total assets 0.6 0.7 0.6 0.7 Allowance for loan losses to non-performing loans 168.9 212.1 168.9 212.1 Allowance for loan losses to loans receivable, net 1.0 0.9 1.0 0.9 Equity to total assets at end of period 10.8 14.2 10.8 14.2 Adjusted non-interest expenses/Total revenues *** 68.8 71.1 69.4 71.2 Book value per share $15.94 $16.08 $15.94 $16.08 Tangible book value per share $11.07 $13.87 $11.07 $13.87 Total shares outstanding 1,191,956 1,258,406 1,191,956 1,258,406 Number of full service offices 6 5 6 5 Number of ATM locations 14 12 14 12
____________________ ** Net interest income (FTE) annualized divided by average earning assets *** Adjusted non-interest expense excludes amortization of goodwill Total revenues = Net interest income (FTE)+ non-interest income. -----END PRIVACY-ENHANCED MESSAGE-----