-----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, SEezFf5CQE7lcOweC82CCoGOrCt6Qzn41560POSYpjf3XRUh2womONtIieboJJz6 TT8Pws9SlKNVRPVRu4JsmA== 0000950129-01-000264.txt : 20010123 0000950129-01-000264.hdr.sgml : 20010123 ACCESSION NUMBER: 0000950129-01-000264 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010119 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010119 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENTURY BANCSHARES INC CENTRAL INDEX KEY: 0000785813 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 521489098 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-16234 FILM NUMBER: 1512067 BUSINESS ADDRESS: STREET 1: 1275 PENNSYLVANIA AVE., N.W. CITY: WASHINGTON STATE: DC ZIP: 20004 BUSINESS PHONE: 202-496-40 MAIL ADDRESS: STREET 1: 1275 PENNSYLVANIA AVE NW CITY: WASHINGTON STATE: DC ZIP: 20004 8-K 1 h83456e8-k.txt CENTURY BANCSHARES INC - DATED JANUARY 19, 2001 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): January 19, 2001 CENTURY BANCSHARES, INC. (Exact Name of Registrant as Specified in Charter) DELAWARE 0-16234 52-1489098 (State or Other Jurisdiction of (Commission File Number) (IRS Employer Incorporation) Identification No.) 1275 PENNSYLVANIA AVENUE, N.W., WASHINGTON, DC 20004 (Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (202) 496-4000 2 -2- ITEM 5. OTHER EVENTS. Century Bancshares, Inc. made the press release attached hereto as Exhibit 99.1 on January 19, 2001. 3 -3- ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. The following material is filed as an exhibit to this Current Report on Form 8-K. Exhibit Number Description ------ ----------- 99.1 Press Release dated January 19, 2001. 4 -4- SIGNATURE 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 hereunto duly authorized. CENTURY BANCSHARES, INC. Dated: January 19, 2001 By: /s/ JOSEPH S. BRACEWELL ----------------------- Joseph S. Bracewell President 5 EXHIBIT INDEX Exhibit Number Description ------ ----------- 99.1 Press Release dated January 19, 2001. EX-99.1 2 h83456ex99-1.txt PRESS RELEASE, DATED JANUARY 19, 2001 1 EXHIBIT 99.1 NEWS RELEASE RELEASE: IMMEDIATE FOR: CENTURY BANCSHARES, INC. CONTACTS: MEDIA: JOSEPH S. BRACEWELL, CHAIRMAN/CEO 202-496-4040 INVESTOR RELATIONS: DALE G. PHELPS, SVP/CFO 202-496-4050 CENTURY BANCSHARES, INC. ANNOUNCES RECORD EARNINGS FOR 2000 Washington, D.C., January 19, 2001, CENTURY BANCSHARES, INC. (NASDAQ SmallCap Market: CTRY) today announced record earnings for 2000. Net income, exclusive of after-tax merger-related expense (or "core" earnings) was $433,000, or $0.15 per diluted common share, for the fourth quarter of 2000, a 20% increase compared with net income of $362,000 or $0.13 per diluted common share in the fourth quarter of 1999. Core earnings for 2000 were $1,680,000, or $0.61 per diluted common share, a 41% increase compared with 1999 net income of 1,189,000, or $0.42 per diluted common share. Earnings per share for 1999 have been adjusted to reflect the 5% stock dividend distributed to shareholders on April 17, 2000. Core return on average assets was 0.71% and core return on average equity was 10.08%, compared with prior year ratios of 0.70% and 7.65%, respectively. "I am very pleased at our record earnings performance in 2000 and the continued growth of our franchise," said Joseph S. Bracewell, Chairman, President and CEO. "During the year we set new milestones for loan and deposit growth and assets reached an all-time high of $292 million. Our strong emphasis on customer service and demonstrated ability to expand successfully into contiguous markets will serve us well when our pending merger with GrandBanc, Inc. is completed in the first quarter of 2001." Including after-tax merger-related expenses of $279,000, net income for the fourth quarter was $154,000, or $.06 per diluted common share in 2000, a decrease of 57% compared with the same period last year. For the full year, net income was $1,401,000, or $0.51 per diluted common share, an increase of 18% compared with 1999. Total assets at December 31, 2000 were $292 million, an increase of $87 million, or 42%, compared to $205 million one year earlier. Total deposits at December 31, 2000 were $225 million and loans, net of unearned income, were $197 million, reflecting increases of 46% and 43%, respectively, compared with December 31, 1999. 2 -2- Century Bancshares, Inc. is the parent company of Century National Bank, a community bank providing a full range of loans and financial services to professionals, small businesses, and non-profit organizations in the Washington, DC metropolitan area. Century operates seven full-service banking offices -- two in downtown Washington, four in Northern Virginia, and one in Bethesda, MD -- a loan production office in Rockville, MD, and an insurance agency. ADDITIONAL INFORMATION SHAREHOLDERS OF CENTURY AND OTHER INVESTORS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS INCLUDED IN THE REGISTRATION STATEMENT ON FORM S-4 FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION (SEC) IN CONNECTION WITH THE PROPOSED MERGER OF CENTURY AND GRANDBANC. THE PROXY STATEMENT/PROSPECTUS WILL CONTAIN IMPORTANT INFORMATION ABOUT CENTURY, GRANDBANC, THE MERGER, AND ABOUT PERSONS SOLICITING PROXIES IN THE MERGER, INCLUDING OFFICERS AND DIRECTORS OF CENTURY, AND THEIR INTEREST IN THE MERGER. INVESTORS MAY OBTAIN A FREE COPY OF THE PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS ON THE SEC'S WEB SITE (http://www.sec.gov). A PROXY STATEMENT/PROSPECTUS WITH RESPECT TO THE PROPOSED MERGER AND OTHER RELEVANT DOCUMENTS WILL ALSO BE MADE AVAILABLE FOR FREE TO CENTURY STOCKHOLDERS BY CONTACTING CENTURY'S SHAREHOLDER RELATIONS DEPARTMENT AS FOLLOWS: SHAREHOLDER RELATIONS CENTURY BANCSHARES, INC. 1275 PENNSYLVANIA AVENUE, NW WASHINGTON, DC 20004 202-496-4100 This press release contains forward looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Although the Company believes that the expectations reflected in such forward looking statements are based upon reasonable assumptions, it can give no assurance that its expectations will be achieved. Important factors that could cause actual results to differ materially from the Company's expectations are disclosed in its Form 10-K dated March 31, 2000, filed with the Securities and Exchange Commission and are incorporated by reference herein (Cautionary Disclosures). Subsequent written and oral forward looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by the Cautionary Disclosures. (tables follow) 3 -3- CENTURY BANCSHARES, INC. FINANCIAL HIGHLIGHTS (UNAUDITED)
- ----------------------------------------------------------------------------------------------- Quarter Ended Year Ended December 31, December 31, ------------------------ ------------------------ (Dollars in thousands, except per 2000 1999 2000 1999 share amounts) ---------- ---------- ---------- ---------- EARNINGS DATA: Interest Income $ 5,849 $ 3,701 $ 19,008 $ 13,220 Interest Expense 3,057 1,401 8,727 4,996 ---------- ---------- ---------- ---------- Net Interest Income 2,792 2,300 10,281 8,224 Provision for Credit Losses 360 205 1,015 640 ---------- ---------- ---------- ---------- Net Interest Income After Provision 2,432 2,095 9,266 7,584 Noninterest Income 857 422 2,462 1,669 Noninterest Expense 2,635 1,933 9,156 7,335 ---------- ---------- ---------- ---------- Income Before Income Tax Expense 654 584 2,572 1,918 Income Tax Expense 221 222 892 729 ---------- ---------- ---------- ---------- CORE OPERATING INCOME ("CORE") 433 362 1,680 1,189 Merger-Related Expense-Net of Income 279 -- 279 -- Tax ---------- ---------- ---------- ---------- NET INCOME $ 154 $ 362 $ 1,401 $ 1,189 ========== ========== ========== ========== PER SHARE DATA: Basic Earnings Per Share-Net Income * $ 0.06 $ 0.13 $ 0.51 $ 0.42 Basic Earnings Per Share-Core * $ 0.16 $ 0.13 $ 0.61 $ 0.42 Diluted Earnings Per Share-Net Income * $ 0.06 $ 0.13 $ 0.51 $ 0.42 Diluted Earnings Per Share-Core * $ 0.15 $ 0.13 $ 0.61 $ 0.42 Book Value Per Share (Period End) * $ 6.37 $ 5.76 $ 6.37 $ 5.76 Average Shares Outstanding (Basic)* 2,747,632 2,721,863 2,733,818 2,804,994 Average Shares Outstanding (Diluted)* 2,802,264 2,749,551 2,762,343 2,832,683 Shares Outstanding (Period End)* 2,756,751 2,721,902 2,756,751 2,721,902 PERIOD END BALANCE SHEET DATA: Total Assets $ 291,676 $ 204,809 Total Loans, Net of Unearned Income 196,929 138,076 Allowance for Credit Losses 1,993 1,519 Total Earning Assets 271,690 191,219 Total Intangible Assets 4,979 1,676 Total Noninterest-Bearing Deposits 47,246 36,572 Total Interest-Bearing Deposits 177,449 117,328 Total Deposits 224,695 153,900 Total Other Interest-Bearing Liabilities 46,249 33,259 Total Liabilities 274,115 189,141 Total Stockholders' Equity 17,561 15,668 ---------- ---------- Total Liabilities and Equity $ 291,676 $ 204,809 ========== ========== SELECTED KEY DATA: Net Interest Margin 4.18% 5.23% 4.68% 5.15% Efficiency Ratio 68.50% 68.98% 68.79% 72.14% Return on Average Assets 0.21% 0.77% 0.59% 0.70% Return on Average Assets-Core 0.59% 0.77% 0.71% 0.70% Return on Average Stockholders' Equity 3.52% 9.24% 8.40% 7.65% Return on Average Stockholders' Equity-Core 9.90% 9.24% 10.08% 7.65% Stockholders' Equity to Total Assets (Period End) 6.02% 7.65% 6.02% 7.65% ===============================================================================================
* -- adjusted for 5% stock dividend dated April 17, 2000. 4 -4- CENTURY BANCSHARES, INC. FINANCIAL HIGHLIGHTS (UNAUDITED)
- ---------------------------------------------------------------------------------------- Quarter Ended Year Ended December 31, December 31, -------------------- -------------------- (Dollars in thousands, except 2000 1999 2000 1999 per share amounts amounts) -------- -------- -------- -------- SELECTED AVERAGE BALANCES: Loans (net) $186,431 $136,697 $159,136 $128,419 Investment Securities 68,398 18,030 44,325 13,737 Federal Funds Sold 12,908 6,073 11,581 5,095 Interest Bearing Deposits in Other Banks 3,901 13,725 7,699 12,362 -------- -------- -------- -------- Total Earning Assets 271,638 174,525 222,741 159,613 -------- -------- -------- -------- Total Assets $290,013 $185,931 $237,246 $170,157 ======== ======== ======== ======== Interest Bearing Deposits $175,401 $113,962 $140,221 $108,287 Borrowings 50,771 20,942 38,692 14,652 -------- -------- -------- -------- Total Interest Bearing Liabilities 226,172 134,904 178,913 122,939 -------- -------- -------- -------- Noninterest Bearing Deposits 42,197 33,959 38,635 30,101 Total Deposits 217,598 147,921 178,856 138,388 Total Liabilities 272,617 170,381 220,573 154,611 Stockholders' Equity 17,396 15,550 16,673 15,546 -------- -------- -------- -------- Total Liabilities and Equity $290,013 $185,931 $237,246 $170,157 ======== ======== ======== ======== ALLOWANCE FOR CREDIT LOSSES: Balance - Beginning of Period $ 1,667 $ 1,351 $ 1,519 $ 1,128 Provision for Credit Losses 360 205 1,015 640 Charge-offs 64 42 601 270 Recoveries 30 5 60 21 -------- -------- -------- -------- Balance - End of Period $ 1,993 $ 1,519 $ 1,993 $ 1,519 -------- -------- -------- -------- ASSET QUALITY: Nonaccrual Loans $ 633 $ 515 90 Days Past Due 544 0 Other Real Estate Owned 0 0 -------- -------- Total Nonperforming Assets $ 1,177 $ 515 -------- -------- Nonperforming Assets to Total Assets 0.40% 0.25% Allowance for Credit Losses to Nonperforming Assets 169.33% 294.95% Allowance for Credit Losses to Total Loans 1.01% 1.10% RISK BASED CAPITAL RATIOS (BANK): Tier 1 6.81% 9.22% Total 10.29% 10.27% Leverage Capital Ratio 5.16% 7.23% RISK BASED CAPITAL RATIOS (CONSOLIDATED): Tier 1 8.40% 9.74% Total 10.72% 10.79% Leverage Capital Ratio 6.36% 7.64%
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