-----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, UMTi8OEjKrThzFIwdqgYxbwr/GK8Mgorkzz1yHxrzVhY3RIPnyc+nZDEa68be7q/ j+vUXtIio6EwWj5wspZXMw== 0001072613-03-000848.txt : 20030516 0001072613-03-000848.hdr.sgml : 20030516 20030516123101 ACCESSION NUMBER: 0001072613-03-000848 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030516 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030516 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: 1934 Act SEC FILE NUMBER: 000-27170 FILM NUMBER: 03707823 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 form8-k_11933.txt CLASSIC BANCSHARES, INC. FORM 8-K ================================================================================ 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 16, 2003 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) 326-2801 N/A - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) ================================================================================ Item 7. Financial Statements and Exhibits (a) Exhibits 99 Press release dated May 16, 2003 Item 9. Regulation FD Disclosure. On May 16, 2003, Classic Bancshares, Inc. issued a press release announcing its earnings for the year ended March 31, 2003. A copy of the press release is filed herewith as Exhibit 99.1 and incorporated herein by reference. The information under this caption is intended to be furnished by Classic Bancshares, Inc. under Item 12 of Form 8-K but is placed under Item 9 instead of Item 12 in accordance with the interim guidance provided by the Securities and Exchange Commission in Release No. 33-8216 issued March 27, 2003. The information contained in this Item 9 or incorporated by reference herein (whether or not furnished pursuant to Item 12) shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. 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 16, 2003 By: /s/Lisah M. Frazier ------------ ---------------------------------- Lisah M. Frazier, Chief Operations Officer and Chief Financial Officer EX-99 3 exh-99_11933.txt PRESS RELEASE DATED MAY 16, 2003 EXHIBIT 99 ---------- FOR IMMEDIATE RELEASE - --------------------- For Additional Information Contact: David B. Barbour, President and Chief Executive Officer Lisah M. Frazier, Chief Operating Officer and Chief Financial Officer (606) 326-2800 Fax (606) 326-2801 www.classicbank.com CLASSIC BANCSHARES, INC. REPORTS A 32% INCREASE IN EARNINGS FOR ITS 2003 FISCAL YEAR Ashland, Kentucky, -- May 16, 2003 -- Classic Bancshares, Inc. (NASDAQ - CLAS) reported net income of $2.9 million, or $2.55 per diluted share for the fiscal year ended March 31, 2003 compared to net income of $2.2 million, or $1.93 per diluted share for the fiscal year ended March 31, 2002. Net income for the fourth quarter ended March 31, 2003 was $749,000 or $.66 per diluted share compared to $619,000 or $.55 per diluted share for the fourth quarter ended March 31, 2002. The Company's assets increased approximately $34.4 million to $249.8 million at March 31, 2003, representing a year-to-year asset growth rate of 16%. The growth for the twelve-month period was primarily in the Company's loan portfolio, which increased approximately $26.9 million or 17% on a year-to-year basis. The Company's loan growth was evenly weighted in the consumer and commercial business portfolios. Increased deposits funded asset growth during the fiscal year. Deposits increased approximately $31.3 million, an increase of 19.7% and borrowings decreased approximately $700,000 for the fiscal year ended March 31, 2003, as deposit inflows from other investment sources continued. A total of $11.2 million of the deposit increase was in demand, money market and savings accounts. Asset quality continues as a primary focus of the Company with total non-performing assets representing .5% of total assets at March 31, 2003 compared to .3% at March 31, 2002. The increase in non-performing assets was primarily in the one-to-four family portfolio and is representative of a slowing national and local economy. The Company recorded a provision for loan losses of $428,000 for the twelve-month period and had net charge-offs of approximately $81,000 for the twelve-month period resulting in an allowance for loan losses of approximately $2.0 million at March 31, 2003. The allowance at March 31, 2003 was equal to 156% of total non-performing loans and non-performing assets and 1.0% of total loans receivable. President and Chief Executive Officer, David B. Barbour remarked, "these results represent the second consecutive year of record earnings for the Company despite difficult economic conditions. Our management team and employees continue to execute a strategic direction that is focused on customer service, efficiencies and sustained profitability. Our new banking office in Greenup, Kentucky provided a major boost for the Company in deposit and loan growth." Net interest income increased for both the twelve-month period and the fourth quarter. Net interest income increased $1.6 million for the fiscal year ended March 31, 2003 compared to the fiscal year ended March 31, 2002 and $222,000 for the fourth quarter of fiscal year 2003 compared to the same period in 2002. The increases in net interest income were primarily due to a larger earning asset base. The Company's non-interest income improved for both the twelve-month period and the quarter. Non- interest income increased $220,000 for the fiscal year ended March 31, 2003 compared to the fiscal year ended March 31, 2002 and $98,000 for the fourth quarter of fiscal year 2003 compared to the same period in 2002. Non-interest income increased primarily due to an increase in fees and service charges on deposit accounts caused by deposit growth. Non-interest income also increased from a gain on the sale of securities. Non-interest expense increased for both the twelve-month period and the quarter. Non-interest expense increased approximately $730,000 for the fiscal year ended March 31, 2003 as compared to the fiscal year ended March 31, 2002 and increased approximately $105,000 for the fourth quarter of fiscal year 2003 compared to the same period in 2002. The increase in non-interest expense was due to an increase in salaries and employee benefits, and an increase in supplies and equipment expense. All of these expenses increased primarily due to the opening of a new branch office in Greenup, Kentucky in August 2002. Non-interest expense also increased due to increased costs related to incentive-based compensation programs as well as increases in ESOP expense as a result of increases in the average market price of the Company's stock. Classic Bancshares, Inc. previously announced that the Company entered into a definitive merger agreement with First Federal Financial Bancorp, Inc. Under the terms of the agreement, First Federal Financial Bancorp, Inc. will merge into Classic Bancshares, Inc. in a transaction valued at approximately $11.5 million. The deal is subject to certain conditions, including the approval of the shareholders of Classic Bancshares, Inc. and First Federal Financial Bancorp, inc. and receipt of regulatory approval, and is anticipated to close by the end of June 2003. Classic Bancshares, Inc. is headquartered in Ashland, Kentucky and has one subsidiary, Classic Bank. Classic Bank operates at 344 Seventeenth Street, Ashland, Kentucky with seven branch offices located in Boyd, Carter, Greenup and Johnson counties in Kentucky. 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, real estate values 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, 2003 and March 31, 2002 and for the three and twelve months ended March 31, 2003 and 2002.
March 31, March 31, 2003 2002 ---- ---- (In Thousands) SELECTED FINANCIAL CONDITION DATA: Total Assets $ 249,881 $ 215,447 Cash and other interest bearing deposits with other financial institutions 8,148 5,400 Loans receivable, net 187,175 160,316 Investment securities, Available for sale 30,196 27,283 Mortgage-backed securities, Available for sale 9,596 9,064 Goodwill 5,555 5,555 Deposits 190,155 158,874 Securities sold under agreement to repurchase 4,382 5,396 FHLB advances 28,126 27,401 Stockholders' Equity, subject to certain restrictions 25,422 21,981 Three Months Ended Twelve Months Ended March 31, March 31, --------------------------- --------------------------- 2003 2002 2003 2002 ---------- ---------- ---------- ---------- (In Thousands) SELECTED OPERATIONS DATA: Total interest income $ 3,544 $ 3,399 $ 14,205 $ 13,709 Total interest expense 1,186 1,263 4,970 6,100 ---------- ---------- ---------- ---------- Net interest income 2,358 2,136 9,235 7,609 Provision for loan losses 122 96 428 363 ---------- ---------- ---------- ---------- Net interest income after provision for losses on loans 2,236 2,040 8,807 7,246 ---------- ---------- ---------- ---------- Fees and service charges 310 288 1,338 1,189 Gain on sale of securities 61 -- 72 7 Other noninterest income 84 69 265 259 ---------- ---------- ---------- ---------- Total noninterest income 455 357 1,675 1,455 Total noninterest expense 1,656 1,551 6,457 5,727 ---------- ---------- ---------- ---------- Income before income taxes 1,035 846 4,025 2,974 Income tax expense (benefit) 286 227 1,104 774 ---------- ---------- ---------- ---------- Net income $ 749 $ 619 $ 2,921 $ 2,200 ========== ========== ========== ========== Basic earnings per share $ 0.72 $ 0.59 $ 2.77 $ 2.08 Fully diluted earnings per share $ 0.66 $ 0.55 $ 2.55 $ 1.94
At or for the At or for the Three Months Ended Twelve Months Ended March 31, March 31, --------------------------- --------------------------- 2003 2002 2003 2002 ---------- ---------- ---------- ---------- OTHER DATA: Return on average assets (ratio of annualized net income to total average assets) 1.2% 1.2% 1.3% 1.1% Return on average equity (ratio of annualized net income to total average equity) 11.9 11.3 12.2 10.3 Net interest margin* (Federal Tax Equivalent) 4.5 4.6 4.5 4.4 Non-performing assets to total assets 0.5 0.3 0.5 0.3 Allowance for loan losses to non-performing loans 155.7 248.0 155.7 248.0 Allowance for loan losses to loans receivable, net 1.0 1.0 1.0 1.0 Non-interest expenses/ Total revenues** 58.0 60.0 57.1 60.6 Book value per share $ 23.00 $ 19.62 $ 23.00 $ 19.62 Tangible book value per share $ 17.97 $ 14.66 $ 17.97 $ 14.66 Total shares outstanding 1,105,486 1,120,586 1,105,486 1,120,586 Total weighted avg. shares outstanding for EPS 1,139,236 1,132,974 1,144,676 1,138,111 Number of full service offices 8 7 8 7 Number of ATM locations 20 18 20 18
* Net interest income (Federal Tax Equivalent) annualized divided by average earning assets. ** Total revenues = Net interest income (Federal Tax Equivalent) + non-interest income. -----END PRIVACY-ENHANCED MESSAGE-----