-----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, TbRTqK4O/qM6wNN+tLr6BcAuKMW0nflsk5ynniUkC+3t8IBB5oh5SaGNkYotM8pX KgThvIgxX9SWfQf3UFU6/w== 0000927089-99-000343.txt : 19991026 0000927089-99-000343.hdr.sgml : 19991026 ACCESSION NUMBER: 0000927089-99-000343 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991019 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19991025 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CLASSIC BANCSHARES INC CENTRAL INDEX KEY: 0001001627 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [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: 99733044 BUSINESS ADDRESS: STREET 1: P O BOX 1527 STREET 2: 344 17TH STREET 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 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) October 19, 1999 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 of incorporation) Identification 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 October 19, 1999, the Registrant issued the press release attached hereto as Exhibit 99 announcing its earnings for the quarter ended September 30, 1999 and the declaration of a cash dividend. Item 7. Financial Statements and Exhibits (a) Exhibits 99 Press release dated October 19, 1999. 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: October 25, 1999 By: /s/Lisah M. Frazier ----------------- ------------------------------- Lisah M. Frazier, Vice President, Treasurer and Chief Financial Officer EX-99 2 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 33% INCREASE IN YEAR-TO-DATE EARNINGS PER SHARE AND SUBSTANTIAL LOAN AND DEPOSIT GROWTH AND DECLARES A CASH DIVIDEND Ashland, Kentucky, -- October 19, 1999 -- Classic Bancshares, Inc. (NASDAQ - - CLAS) reported cash-based net income (which excludes amortization of goodwill) of $323,000 for the second quarter ended September 30, 1999 compared to cash-based net income of $241,000 for the same period in 1998. Cash-diluted earnings per share were $.28 for the three months ended September 30, 1999 compared to $.19 for the same period in 1998. Cash-based net income for the six months ended September 30, 1999 was $621,000 compared to $469,000 for the same period in 1998. Cash-diluted earnings per share were $.54 for the six months ended September 30, 1999 compared to $.38 for the same period in 1998. Net income for the second quarter ended September 30, 1999 was $261,000, or $.22 per diluted share compared to $210,000, or $.17 per diluted share for the same period in 1998. Net income for the six months ended September 30, 1999 was $513,000, or $.44 per diluted share compared to $407,000, or $.33 per diluted share for the same period in 1998. Classic Bancshares' assets increased $28.5 million from $142.7 million at March 31, 1999 to $171.2 million at September 30, 1999 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 $26.3 million from $97.5 million at March 31, 1999 to $123.8 million at September 30, 1999 with $17.3 million of the increase attributable to internal growth specifically in the areas of commercial mortgage, commercial business, and consumer loans and $9.0 million in loans acquired in the Citizens Bank transaction. Deposits increased $22.5 million from $117.7 million at March 31, 1999 to $140.2 million at September 30, 1999 with $12.0 million of the increase attributable to the acquisition of Citizens Bank while the remaining increase resulted from aggressive marketing and sales efforts and the opening of two additional banking offices during fiscal 1999. Asset quality improved as total non-performing assets was .6% of total assets at September 30, 1999 compared to .7% at March 31, 1999. The Company recorded a provision for loan losses of $88,000 for the six month period, recorded an allowance of $550,000 from the acquisition of Citizens and had net charge-offs of $137,000 for the six month period resulting in an allowance for loan losses of $1.3 million at September 30, 1999. The allowance at September 30, 1999 was equal to 168% of total non-performing loans, 124% of non-performing assets and 1.0% of total loans receivable. President and Chief Executive Officer, David B. Barbour stated that, "The first half of our fiscal year ending March 31, 2000 has been a period of incredible growth for the Company. Our franchise has increased by $28.5 million resulting from strong internal deposit and loan growth and the acquisition of Citizens Bank, Grayson. Loans have increased significantly, primarily in the commercial and consumer segments, with corresponding growth in transactional deposit accounts. The growth we experienced in this period had a positive impact on earnings as earnings per share has increased 33% for the six months ending September 30, 1999 compared to the same period in 1998. The positive trends exhibited in recent periods are the result of the Company's growth strategy that included the opening of two new banking offices, an aggressive ATM deployment and the implementation of our fully transactional Internet banking product." Net interest income increased $382,000 to $1.5 million for the second quarter ended September 30, 1999 compared to $1.2 million for the second quarter ended September 30, 1998. The net interest margin increased to 4.3% for the quarter ended September 30, 1999 compared to 3.8% for the same period in 1998. Net interest income increased $597,000 to $2.9 million for the six months ended September 30, 1999 compared to $2.3 million for the same period in 1998. The net interest margin increased to 4.4% for the six months ended September 30, 1999 compared to 3.9% for the same period in 1998. The increase was due to the combination of the continued increase in higher yielding, non-mortgage loans, such as commercial and consumer loans and a reduction in the cost of deposits through the continued increase in non-certificate, transaction accounts. Non-interest income was $214,000 for the quarter ended September 30, 1999 compared to $177,000 for the quarter ended September 30, 1998. Non-interest income was $405,000 for the six months ended September 30, 1999 compared to $323,000 for the six months ended September 30, 1998. Non-interest income increased for the quarter 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 September 30, 1999 was $1.4 million compared to $1.0 million for the quarter ended September 30, 1998. Non-interest expense was $2.6 million for the six months ended September 30, 1999 compared to $2.1 million for the same period in 1998. 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 $19.3 million at September 30, 1999 compared to $20.3 million at March 31, 1999. Classic Bancshares, Inc. also announced that the Company will pay a quarterly cash dividend of $.08 per share. The dividend will be payable on November 8, 1999 to shareholders of record on October 25, 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. SEE FOLLOWING PAGES FOR SELECTED FINANCIAL DATA INCLUDED AS PART OF THIS RELEASE SELECTED FINANCIAL DATA THE FOLLOWING TABLE SETS FORTH SELECTED FINANCIAL DATA OF CLASSIC BANCSHARES, INC. AS OF SEPTEMBER 30, 1999 AND MARCH 31, 1999 AND FOR THE THREE AND SIX MONTHS ENDED SEPTEMBER 30, 1999 AND 1998.
SEPT. 30, MARCH 31, 1999 1999 ---- ---- (IN THOUSANDS) SELECTED FINANCIAL CONDITION DATA: TOTAL ASSETS $171,189 $142,739 CASH AND OTHER INTEREST BEARING DEPOSITS WITH OTHER FINANCIAL INSTITUTIONS 4,307 4,486 LOANS RECEIVABLE, NET 123,842 97,527 INVESTMENT SECURITIES AVAILABLE FOR SALE 25,727 26,526 MORTGAGE-BACKED SECURITIES: AVAILABLE FOR SALE 3,694 4,479 GOODWILL 5,817 2,779 DEPOSITS 140,154 117,732 FEDERAL FUNDS PURCHASED AND SECURITIES SOLD UNDER AGREEMENT TO REPURCHASE 4,299 2,817 FHLB ADVANCES 5,294 388 STOCKHOLDERS' EQUITY, SUBJECT TO CERTAIN RESTRICTIONS 19,284 20,289
THREE MONTHS ENDED SIX MONTHS ENDED SEPTEMBER 30, SEPTEMBER 30, 1999 1998 1999 1998 ---- ---- ---- ---- (IN THOUSANDS) SELECTED OPERATIONS DATA: TOTAL INTEREST INCOME $ 2,995 $ 2,434 $ 5,694 $ 4,849 TOTAL INTEREST EXPENSE 1,455 1,276 2,751 2,503 -------- --------- -------- -------- NET INTEREST INCOME 1,540 1,158 2,943 2,346 PROVISION FOR LOAN LOSSES 53 15 88 40 -------- --------- -------- -------- NET INTEREST INCOME AFTER PROVISION FOR LOSSES ON LOANS 1,487 1,143 2,855 2,306 -------- --------- -------- -------- FEES AND SERVICE CHARGES 170 105 319 213 (LOSS) GAIN ON SALE OF SECURITIES (3) 3 (3) 4 OTHER NONINTEREST INCOME 47 69 89 106 -------- --------- -------- -------- TOTAL NONINTEREST INCOME 214 177 405 323 TOTAL NONINTEREST EXPENSE 1,364 1,029 2,603 2,076 -------- --------- -------- -------- INCOME BEFORE INCOME TAXES 337 291 657 553 INCOME TAX EXPENSE (BENEFIT) 76 81 144 146 -------- --------- -------- -------- NET INCOME $ 261 $ 210 $ 513 $ 407 ======== ========= ======== ======== AMORTIZATION OF GOODWILL 62 31 108 62 -------- --------- -------- -------- CASH-BASED NET INCOME $ 323 $ 241 $ 621 $ 469 ======== ========= ======== ======== BASIC EARNINGS PER SHARE $0.23 $0.18 $0.45 $0.35 CASH-BASED BASIC EARNINGS PER SHARE $0.29 $0.20 $0.55 $0.40 FULLY DILUTED EARNINGS PER SHARE $0.22 $0.17 $0.44 $0.33 CASH-BASED FULLY DILUTED EARNINGS $0.28 $0.19 $0.54 $0.38 PER SHARE
AT OR FOR THE AT OR FOR THE THREE MONTHS ENDED SIX MONTHS ENDED SEPTEMBER 30, SEPTEMBER 30, 1999 1998 1999 1998 ---- ---- ---- ---- OTHER DATA: RETURN ON AVERAGE ASSETS (RATIO OF NET INCOME TO TOTAL AVERAGE ASSETS)* .6% .6% .6% .6% RETURN ON AVERAGE EQUITY (RATIO OF NET INCOME TO TOTAL AVERAGE ASSETS)* 5.4 4.1 5.2 4.0 NET INTEREST MARGIN** (FTE) 4.3 3.8 4.4 3.9 NON-PERFORMING ASSETS TO TOTAL ASSETS 0.6 0.6 0.6 0.6 ALLOWANCE FOR LOAN LOSSES TO NON-PERFORMING LOANS 168.2 161.7 168.2 161.7 EQUITY TO TOTAL ASSETS AT END OF PERIOD 11.3 14.4 11.3 14.4 EFFICIENCY RATIO*** 77.8 78.0 77.8 79.0 CASH-BASED EFFICIENCY RATIO 74.2 74.8 74.5 75.5 BOOK VALUE PER SHARE $15.65 $15.94 $15.65 $15.94 TANGIBLE BOOK VALUE PER SHARE $10.93 $13.76 $10.93 $13.76 NUMBER OF FULL SERVICE OFFICES 6 5 6 5 NUMBER OF ATM LOCATIONS 14 7 14 7
- ------------------ * ANNUALIZED ** NET INTEREST INCOME ANNUALIZED DIVIDED BY AVERAGE-EARNING ASSETS. *** NON-INTEREST EXPENSES DIVIDED BY THE TOTAL OF NET INTEREST INCOME AND NON-INTEREST INCOME. -----END PRIVACY-ENHANCED MESSAGE-----