SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
------------------------------------------------
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 2001
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ____________ to ___________
Commission File Number 0-27170
CLASSIC BANCSHARES, INC.
- ---------------------------------------------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 61-1289391
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(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number)
344 SEVENTEENTH STREET, ASHLAND, KENTUCKY 41101
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(Address of principal executive offices) (ZIP Code)
Registrant's telephone number, including area code: (606) 326-2801
--------------
Check here whether the issuer (1) has 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 registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes [X] No [ ]
As of February 8, 2002, there were 1,322,500 shares of the Registrant's
common stock issued and 1,120,336 outstanding.
Transitional Small Disclosure (check one): Yes [ ] No [X]
CLASSIC BANCSHARES, INC.
INDEX
Page
Number
------
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets as of December 31, 2001 (Unaudited)
and March 31, 2001 3
Consolidated Statements of Income for the three and nine months
ended December 31, 2001 and 2000 4
Consolidated Statements of Comprehensive Income for the three
and nine months ended December 31, 2001 and 2000 5
Consolidated Statements of Stockholders' Equity for the nine months
ended December 31, 2001 (Unaudited) and Year Ended March 31, 2001 6
Consolidated Statements of Cash Flows for the nine months ended
December 31, 2001 and 2000 7-8
Notes to Consolidated Financial Statements 9-12
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations 13-19
PART II. OTHER INFORMATION 20
Signatures 21
Index to Exhibits 22
2
CLASSIC BANCSHARES, INC.
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, MARCH 31,
2001 2001
---- ----
(UNAUDITED)
ASSETS
Cash and due from bank $ 5,884,649 $ 5,555,900
Federal funds sold 2,300,000 50,491
Securities available for sale 25,414,413 24,794,369
Mortgage-backed and related securities available for sale 9,766,722 3,444,603
Loans receivable, net 155,765,972 138,861,807
Real estate acquired in the settlement of loans 271,312 210,745
Accrued interest receivable 1,282,288 1,187,242
Federal Home Loan Bank and Federal Reserve Bank stock 1,464,100 1,394,000
Premises and equipment, net 5,425,886 5,620,934
Cost in excess of fair value of net assets acquired (goodwill),
net of accumulated amortization 5,554,549 5,554,549
Other assets 1,198,864 1,185,734
------------- -------------
TOTAL ASSETS $ 214,328,755 $ 187,860,374
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Non-interest bearing demand deposits $ 25,360,798 $ 17,186,398
Savings, NOW, and money market demand deposits 52,753,333 48,805,047
Other time deposits 86,813,915 79,438,470
------------- -------------
Total deposits 164,928,046 145,429,915
Federal funds purchased and securities sold under
agreements to repurchase 4,707,626 3,179,589
Advances from Federal Home Loan Bank 21,669,915 16,635,590
Other short-term borrowings 22,054 234,319
Accrued expenses and other liabilities 671,994 736,676
Accrued interest payable 447,719 593,353
Accrued income taxes 52,509 57,919
Deferred income taxes 451,528 532,706
------------- -------------
Total Liabilities $ 192,951,391 $ 167,400,067
------------- -------------
Commitments and contingencies
Stockholders' Equity
Common stock, $.01 par value, 1,322,500 shares
issued and 1,120,336 shares outstanding $ 13,225 $ 13,225
Additional paid-in capital 12,830,398 12,830,398
Retained earnings - substantially restricted 12,087,767 10,762,703
Accumulated other comprehensive income (loss) (294,419) (171,073)
Unearned ESOP shares (689,320) (689,320)
Unearned RRP shares (13,427) (58,434)
Treasury stock, at cost (2,556,860) (2,227,192)
------------- -------------
Total Stockholders' Equity $ 21,377,364 $ 20,460,307
------------- -------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 214,328,755 $ 187,860,374
============= =============
See accompanying Accountant's Review Report and notes
to consolidated financial statements.
3
CLASSIC BANCSHARES, INC.
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
THREE MONTHS ENDED NINE MONTHS ENDED
DECEMBER 31, DECEMBER 31,
------------------ -------------------
2001 2000 2001 2000
---- ---- ---- ----
INTEREST INCOME
Loans $ 2,951,456 $ 3,054,509 $ 9,049,109 8,876,827
Investment securities 404,564 394,682 1,097,197 1,189,647
Mortgage-backed securities 63,141 52,968 153,269 169,742
Other interest earning assets 3,632 3,977 10,036 12,414
------------ ------------ ------------ ------------
TOTAL INTEREST INCOME 3,422,793 3,506,136 10,309,611 10,248,630
------------ ------------ ------------ ------------
INTEREST EXPENSE
Interest on deposits 1,256,193 1,550,334 4,213,422 4,364,716
Interest on FHLB Advances 140,369 311,765 523,104 932,576
Interest on other borrowed funds 24,426 53,847 100,521 170,171
------------ ------------ ------------ ------------
TOTAL INTEREST EXPENSE 1,420,988 1,915,946 4,837,047 5,467,463
------------ ------------ ------------ ------------
NET INTEREST INCOME 2,001,805 1,590,190 5,472,564 4,781,167
Provision for loss on loans 127,000 79,750 267,500 203,250
------------ ------------ ------------ ------------
NET INTEREST INCOME AFTER
PROVISION FOR LOSS ON
LOANS 1,874,805 1,510,440 5,205,064 4,577,917
------------ ------------ ------------ ------------
NON-INTEREST INCOME
Service charges and other fees 312,166 253,233 900,832 690,487
Gain on sale of securities available for sale 6,241 - 7,015 -
Other income 100,748 45,774 189,595 119,371
------------ ------------ ------------ ------------
TOTAL NON-INTEREST INCOME 419,155 299,007 1,097,442 809,858
------------ ------------ ------------ ------------
NON-INTEREST EXPENSES
Employee compensation and benefits 744,292 621,615 2,076,645 1,928,966
Occupancy and equipment expense 220,581 225,534 695,996 636,567
Federal deposit insurance premiums 7,016 6,693 13,801 20,699
Loss (gain) on foreclosed real estate 3,245 (1,424) (6,021) 4,164
Amortization of goodwill - 63,810 - 191,092
Other general and administrative expense 468,547 457,863 1,394,708 1,418,973
------------ ------------ ------------ ------------
TOTAL NON-INTEREST EXPENSE 1,443,681 1,374,091 4,175,129 4,200,461
------------ ------------ ------------ ------------
INCOME BEFORE INCOME TAXES 850,279 435,356 2,127,377 1,187,314
Income tax expense 227,170 114,540 546,935 288,976
------------ ------------ ------------ ------------
NET INCOME 623,109 320,816 1,580,442 898,338
============ ============ ============ ============
Basic earnings per share $ 0.59 $ 0.30 $ 1.50 $ 0.83
Diluted earnings per share $ 0.57 $ 0.30 $ 1.45 $ 0.83
See accompanying Accountant's Review Report and notes
to consolidated financial statements.
4
CLASSIC BANCSHARES, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(UNAUDITED)
THREE MONTHS ENDED NINE MONTHS ENDED
DECEMBER 31, DECEMBER 31,
------------------ -------------------
2001 2000 2001 2000
---- ---- ---- ----
NET INCOME $ 623,109 $ 320,816 $ 1,580,442 $ 898,338
----------- ----------- ----------- -----------
Other comprehensive income, net of tax:
Unrealized holding gains (losses) on securities
during the period, net of tax (353,017) 401,903 (127,976) 777,429
Reclassification adjustments for realized gains
(losses) included in earnings, net of tax 4,119 - 4,630 -
----------- ----------- ----------- -----------
Other comprehensive income (348,898) 401,903 (123,346) 777,429
----------- ----------- ----------- -----------
COMPREHENSIVE INCOME (LOSS) $ 274,211 $ 722,719 $ 1,457,096 $ 1,675,767
=========== =========== =========== ===========
ACCUMULATED OTHER COMPREHENSIVE INCOME $ (294,419) $ (502,095) $ (294,419) $ (502,095)
=========== =========== =========== ===========
See accompanying Accountant's Review Report and notes
to consolidated financial statements.
5
CLASSIC BANCSHARES, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
NET UNREALIZED
ADDITIONAL GAIN (LOSS) ON
COMMON PAID-IN RETAINED AVAILABLE FOR UNEARNED
STOCK CAPITAL EARNINGS SALE SECURITIES ESOP SHARES
----- ------- -------- --------------- -----------
BALANCES AT APRIL 1, 2000 $ 13,225 $ 12,829,744 $ 10,062,718 $ (1,279,524) $ (736,600)
Net income for the year
ended March 31, 2001 - - 1,048,245 - -
Dividend paid ($.32 per share) - - (348,260) - -
ESOP shares earned - 4,797 - - 47,280
RRP shares earned - - - - -
RRP shares granted - (450) - - -
RRP shares forfeited - (210) - - -
Tax expense from RRP - (3,483) - - -
Purchased 47,800 treasury shares - - - - -
Change in unrealized gain - - - - -
(loss) on available for sale
securities, net of applicable
deferred income taxes of $571,019 - - - 1,108,451 -
------------ ------------ ------------ ------------ ------------
BALANCES AT MARCH 31, 2001 13,225 12,830,398 10,762,703 (171,073) (689,320)
Net income for the nine months
ended December 31, 2001 - - 1,580,442 - -
Dividend paid ($.08 per share) - - (255,378) - -
RRP shares earned - - - - -
Purchased 24,000 treasury shares - - - - -
Change in unrealized gain
(loss) on available for sale
securities, net of applicable -
deferred income taxes of $63,542 - - - (123,346) -
------------ ------------ ------------ ------------ ------------
BALANCES AT DECEMBER 31, 2001 $ 13,225 $ 12,830,398 $ 12,087,767 $ (294,419) $ (689,320)
============ ============ ============ ============ ============
UNEARNED TREASURY
RRP SHARES STOCK TOTAL
---------- ----- -----
BALANCES AT APRIL 1, 2000 $ (174,146) $ (1,716,771) $ 18,998,646
Net income for the year
ended March 31, 2001 - - 1,048,245
Dividend paid ($.32 per share) - - (348,260)
ESOP shares earned - - 52,077
RRP shares earned 117,167 - 117,167
RRP shares granted (3,075) 3,525 -
RRP shares forfeited 1,620 (1,410) -
Tax expense from RRP - - (3,483)
Purchased 47,800 treasury shares - (512,536) (512,536)
Change in unrealized gain - - -
(loss) on available for sale
securities, net of applicable
deferred income taxes of $571,019 - - 1,108,451
------------ ------------ ------------
BALANCES AT MARCH 31, 2001 (58,434) (2,227,192) 20,460,307
Net income for the nine months
ended December 31, 2001 - - 1,580,442
Dividend paid ($.08 per share) - - (255,378)
RRP shares earned 45,007 - 45,007
Purchased 24,000 treasury shares - (329,668) (329,668)
Change in unrealized gain
(loss) on available for sale
securities, net of applicable
deferred income taxes of $63,542 - - (123,346)
------------ ------------ ------------
BALANCES AT DECEMBER 31, 2001 $ (13,427) $ (2,556,860) $ 21,377,364
============ ============ ============
See accompanying Accountant's Review Report and notes
to consolidated financial statements.
6
CLASSIC BANCSHARES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
NINE MONTHS ENDED
DECEMBER 31,
-------------
2001 2000
---- ----
OPERATING ACTIVITIES
Net Income $ 1,580,442 $ 898,338
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 359,758 383,190
Provision for loss on loans 267,500 203,250
Gain on sale of securities available for sale (7,015) -
Gain on sale of foreclosed real estate (12,027) (1,497)
Federal Home Loan Bank stock dividends (70,100) (70,900)
Deferred income tax (benefit) expense (17,636) (3,799)
Amortization and accretion of invesment
securities premiums and discounts, net 69,548 19,741
RRP shares earned 45,007 87,024
Amortization of goodwill - 191,092
Decrease (increase) in:
Accrued interest receivable (95,046) (175,051)
Other assets (34,591) 428,435
Increase (decrease) in:
Accrued interest payable (145,634) (2,857)
Accrued income taxes (5,410) (18,207)
Accounts payable and accrued expenses (64,682) (3,206)
------------ ------------
NET CASH PROVIDED BY OPERATING ACTIVITIES 1,870,114 1,935,553
------------ ------------
INVESTING ACTIVITIES
Securities:
Proceeds from sale, maturities or calls 1,292,224 636,350
Purchased (2,223,223) (175,000)
Mortgage-backed securities:
Purchased (6,991,295) -
Principal payments 765,687 364,023
Federal Reserve Bank Stock:
Purchased - (10,550)
Redeemed - 86,200
Purchase of Federal Home Loan Bank Stock - (142,600)
Loan originations and principal payments, net (17,488,055) (9,416,146)
Proceeds from sale of foreclosed real estate 239,284 84,047
Purchases of software (1,747) (3,894)
Purchases of premises and equipment (147,913) (507,341)
------------ ------------
NET CASH USED BY INVESTING ACTIVITIES (24,555,038) (9,084,911)
------------ ------------
See accompanying Accountant's Review Report and notes
to consolidated financial statements.
7
CLASSIC BANCSHARES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
NINE MONTHS ENDED
DECEMBER 31,
-------------
2001 2000
---- ----
FINANCING ACTIVITIES
Net increase in deposits $ 19,498,131 $ 5,600,051
Net proceeds from FHLB borrowings 5,034,325 1,220,409
Increase in federal funds purchased and securities sold
under agreements to repurchase 1,528,037 292,363
Net (decrease) increase in short-term borrowings (212,265) 7,865
Purchase of treasury stock (329,668) (418,410)
Dividends paid (255,378) (267,015)
------------ ------------
NET CASH (USED) PROVIDED BY FINANCING ACTIVITIES 25,263,182 6,435,263
------------ ------------
Increase (decrease) in cash and cash equivalents 2,578,258 (714,095)
Cash and cash equivalent at beginning of period 5,606,391 5,253,521
------------ ------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 8,184,649 $ 4,539,426
============ ============
ADDITIONAL CASH FLOWS AND SUPPLEMENTARY INFORMATION
CASH PAID DURING THE PERIOD FOR:
Interest on deposits and borrowings $ 1,363,756 $ 1,736,484
Taxes $ 569,981 $ 312,376
Assets acquired in settlement of loans $ 288,033 $ 71,000
Net unrealized (loss) gain on securities available for sale $ (123,346) $ 375,526
See accompanying Accountant's Review Report and notes
to consolidated financial statements.
8
CLASSIC BANCSHARES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) PRINCIPLES OF CONSOLIDATION
The financial statements for fiscal year 2002 are presented for Classic
Bancshares, Inc. (the "Company") and its wholly owned subsidiary, Classic Bank.
The consolidated balance sheets for December 31, 2001 and March 31, 2001 are for
the Company and Classic Bank. The consolidated statements of income include the
operations of the Company and Classic Bank for the three and nine months ended
December 31, 2001.
On March 16, 2001, the Company merged its two subsidiaries, Classic
Bank and The First National Bank of Paintsville ("First National") with Classic
Bank as the surviving institution. The financial statements for fiscal year 2001
are presented for the Company, Classic Bank and First National. The consolidated
statements of income include the operations of the Company, Classic Bank and
First National for the three and nine months ended December 31, 2000.
(2) BASIS OF PRESENTATION
The accompanying Consolidated Financial Statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-QSB and Regulation
S-B. 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, the Consolidated Financial Statements
contain all adjustments (consisting only of normal recurring adjustments)
necessary to present fairly the financial condition of Classic Bancshares, Inc.
as of December 31, 2001, and the results of operations for all interim periods
presented. Operating results for the nine months ended December 31, 2001 are not
necessarily indicative of the results that may be expected for the fiscal year
ended March 31, 2002.
Certain financial information and footnote disclosures normally
included in annual financial statements prepared in conformity with generally
accepted accounting principles have been omitted pursuant to the rules and
regulations of the Securities and Exchange Commission. The unaudited interim
consolidated financial statements presented herein should be read in conjunction
with the annual consolidated financial statements of the Company as of and for
the fiscal year ended March 31, 2001.
(3) EARNINGS PER SHARE
Earnings per share are presented pursuant to the provisions of SFAS
No. 128, "Earnings Per Share." Basic earnings per share are calculated based on
the weighted average number of common shares outstanding during the respective
periods.
Diluted earnings per share are computed taking into consideration
common shares outstanding and dilutive potential common shares to be issued
under the Company's stock option plans and recognition and retention plan.
The weighted average number of shares used in the basic earnings per
share computations was 1,049,550 and 1,069,980 for the three-month periods ended
December 31,
9
2001 and 2000, respectively and 1,056,797 and 1,077,207 for the nine-month
periods ended December 31, 2001 and 2000, respectively. The weighted average
number of shares used in the diluted earnings per share computations was
1,084,419 and 1,073,968 for the three-month periods ended December 31, 2001 and
2000, respectively and 1,091,666 and 1,081,195 for the nine-month periods ended
December 31, 2001 and 2000.
Options to purchase 180,750 shares of common stock were outstanding at
December 31, 2001 but 10,550 of those shares were not included in the
computation of diluted earnings per share due to their anti-dilutive effect.
Options to purchase 168,000 shares of common stock were outstanding at December
31, 2000 but were not included in the computation of diluted earnings per share
due to their anti-dilutive effect.
(4) IMPACT OF RECENT ACCOUNTING PRONOUNCEMENTS
In July 2001, the Financial Accounting Standards Board issued Statement
No. 142, Goodwill and Other Intangible Assets. This Statement addresses
financial accounting and reporting for acquired goodwill and other intangible
assets and how they should be accounted for after they have been initially
recognized in the financial statements. This Statement provides specific
guidance for testing goodwill for impairment. This Statement specifically
relates to the Company in that it changes the accounting for goodwill that the
Company currently has on its balance sheet. The Statement outlines that goodwill
should not be amortized but should be tested for impairment on an annual basis
and between annual tests in certain circumstances. Impairment is the condition
that exists when the carrying amount of goodwill exceeds its implied fair value.
The annual goodwill impairment test may be performed any time during the fiscal
year provided the test is performed at the same time every year.
The Statement is effective for fiscal years beginning after
December 15, 2001. However, early application is permitted for entities with
fiscal years beginning after March 15, 2001. An entity has six months from the
date it initially applies this statement to complete the impairment test. The
Company adopted Statement No. 142 effective April 1, 2001, the beginning of the
Company's fiscal year. As a result of the adoption of Statement No. 142, the
Company will discontinue the amortization of its goodwill and will only record
impairment losses if deemed necessary in future periods. The impact of the
adoption of Statement No. 142 on net income for the Company is as follows:
FOR THE 3 MONTHS ENDED DECEMBER 31,
-----------------------------------
($000s except for earnings per share amounts) 2001 2000
---- ----
Reported net income $ 623 $ 321
Add back: Goodwill amortization - 64
----- -----
Adjusted net income $ 623 $ 385
----- -----
BASIC EARNINGS PER SHARE:
Reported net income $ .59 $ .30
Goodwill amortization - .06
----- -----
Adjusted net income $ .59 $ .36
----- -----
DILUTED EARNINGS PER SHARE:
Reported net income $ .57 $ .30
Goodwill amortization - .06
----- -----
Adjusted net income $ .57 $ .36
----- -----
10
FOR THE 9 MONTHS ENDED DECEMBER 31,
-----------------------------------
($000s except for earnings per share amounts) 2001 2000
---- ----
Reported net income $ 1,580 $ 898
Add back: Goodwill amortization - 191
------- -------
Adjusted net income $ 1,580 $ 1,089
------- -------
BASIC EARNINGS PER SHARE:
Reported net income $ 1.50 $ .83
Goodwill amortization - .18
------- -------
Adjusted net income $ 1.50 $ 1.01
------- -------
DILUTED EARNINGS PER SHARE:
Reported net income $ 1.45 $ .83
Goodwill amortization - .18
------- -------
Adjusted net income $ 1.45 $ 1.01
------- -------
The changes in the carrying amount of goodwill for the nine months ended
December 31, 2001, are as follows:
($000s) BANKING SEGMENT
---------------
Balance as of April 1, 2001 $5,555
Goodwill acquired -
Impairment losses -
Goodwill written off related to
disposal of reporting unit -
------
Balance as of December 31, 2001 $5,555
------
The Banking segment will be tested for impairment in the second quarter of the
Company's fiscal year. The transitional goodwill impairment test was performed
in the second quarter of the Company's 2002 fiscal year. The fair value of that
reporting unit was estimated using a multiple of earnings as determined by
current industry information. The testing indicated that the fair value of the
reporting unit exceeded the carrying amount of the net assets (including
goodwill).
(5) EMPLOYEE STOCK OWNERSHIP PLAN (ESOP)
The Company has an Employee Stock Ownership Plan (ESOP), which covers
substantially all employees. The ESOP borrowed $1,058,000 from the Company, and
purchased 105,800 common shares, equal to 8% of the total number of shares
issued in the conversion. The loan is for a term of twenty-five years. The
Company's subsidiary bank makes scheduled discretionary contributions to the
ESOP sufficient to service the debt. Shares are allocated to participants'
accounts under the shares allocated method. The cost of shares committed to be
released and unallocated shares is reported as a reduction of stockholders'
equity. Compensation expense is recorded based on the average fair market value
of the ESOP shares when committed to be released. Furthermore, ESOP shares that
have not been committed to be released are not considered outstanding. The
expense under the ESOP was $17,064 and $12,551 for the three
11
months ended December 31, 2001 and 2000, respectively and $49,511 and $52,821
for the nine months ended December 31, 2001 and 2000, respectively. As of
December 31, 2001, the Company considered 68,932 shares as unearned ESOP shares
with a fair value of $1,092,572.
(6) STOCK OPTION AND INCENTIVE PLAN AND RECOGNITION AND RETENTION PLAN
On July 29, 1996, the shareholders of the Company ratified the adoption
of the Company's 1996 Stock Option and Incentive Plan and the Recognition and
Retention Plan ("RRP"). Pursuant to the Stock Option Plan, 132,250 shares of the
Company's common stock are reserved for issuance, of which the Company has
granted options on 106,774 shares at $10.8125 per share, options on 19,300
shares at $13.375 per share, options on 4,500 shares at $13.875 per share,
options on 626 shares at $13.75 per share, options on 200 shares at $13.625 per
share and options on 450 shares at $12.313 per share. Pursuant to the
Recognition and Retention Plan, 52,900 shares of the Company's common stock are
reserved for issuance, of which the Company has granted awards on 52,536 shares.
At the end of the quarter, 400 of the stock options remain ungranted due to
forfeitures and 364 RRP shares remain ungranted. Ungranted RRP shares are
included in treasury stock at cost.
On July 27, 1998, the shareholders of the Company ratified the adoption
of the Company's 1998 Premium Price Stock Option Plan. Pursuant to the Premium
Price Stock Option Plan, 50,000 shares of the Company's common stock is reserved
for issuance of which the Company has granted options on 5,000 shares at $16.295
per share, options on 5,550 shares at $14.988 per share, options on 24,000
shares at $11.275 per share and options on 14,350 shares at $13.544 per share.
The Company had forfeitures on 500 shares during the quarter. Therefore, 1,100
stock options under this plan remain ungranted.
On August 13, 2001, the shareholders of the Company ratified the
adoption of the Company's 2001 Premium Price Stock Option Plan. Pursuant to the
Premium Price Stock Option Plan, 50,000 shares of the Company's common stock is
reserved for issuance. No stock options have been granted under the plan.
(7) CASH DIVIDEND
On January 14, 2002, the Board declared a cash dividend of $.08 per
share payable on February 11, 2002 to shareholders of record on January 28,
2002.
12
PART I - ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
FINANCIAL CONDITION
The Company's total assets increased $26.4 million from $187.9 million
at March 31, 2001 to $214.3 million at December 31, 2001. The increase was due
primarily to an increase in loans of $16.9 million, an increase in
mortgage-backed securities of $6.3 million, an increase in cash and cash
equivalents of approximately $2.6 million, and an increase in investment
securities of approximately $600,000.
Net loans receivable increased $16.9 million from $138.9 million at
March 31, 2001 to $155.8 million at December 31, 2001. Consistent with the
Company's strategic plan, the growth in loans was primarily in the areas of
commercial business and consumer loans. Commercial business loans increased
approximately $10.4 million, consumer loans increased approximately $4.9
million, and 1-4 family mortgage loans increased approximately $1.6 million.
Investment securities increased approximately $600,000 from $24.8
million at March 31, 2001 to $25.4 million at December 31, 2001 primarily due to
purchases of $2.2 million offset by sales and calls of approximately $1.3
million and a decrease in the market value of these available for sale
securities. Mortgage-backed securities increased approximately $6.3 million from
$3.4 million at March 31, 2001 to $9.8 million at December 31, 2001. The
increase was primarily due to purchases of approximately $7.0 million and an
increase in the market value of these available for sale securities offset by
principal repayments during the period.
Net deposits increased $19.5 million from $145.4 million at March 31,
2001 to $164.9 million at December 31, 2001. Non-interest bearing demand
deposits increased approximately $8.2 million, savings, NOW and money market
accounts increased approximately $3.9 million and other time deposits consisting
primarily of certificates of deposit increased approximately $7.4 million. The
Company also utilized Federal Home Loan Bank advances, which increased $5.0
million from $16.6 million at March 31, 2001 to $21.7 million at December 31,
2001, to fund loan growth. These borrowings are primarily fixed rate borrowings
with an average rate of 4.0% and an average term to maturity of 8 years. The
borrowings have been restructured from short-term, variable rate advances.
Total stockholders' equity was $20.5 million at March 31, 2001 compared
to $21.4 million at December 31, 2001. The increase was due to net income
recorded for the period partially offset by the decrease in the market value of
available for sale securities, the purchase of treasury stock and cash dividends
paid.
FORWARD-LOOKING STATEMENTS
When used in this Form 10-QSB and in future filings by the Company with
the Securities and Exchange Commission (the "SEC"), in the Company's press
releases or other public or shareholder communications, and in oral statements
made with the approval of an authorized executive officer, the words or phrases
"will likely result", "are expected to", "will continue", "is anticipated",
"estimate", "project" or similar expressions are intended to identify
"forward-
13
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 conditions 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 any such forward-looking statements, which speak only as
of the date made. The Company wishes to advise readers that the factors listed
above 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.
RESULTS OF OPERATIONS - COMPARISON OF OPERATING RESULTS FOR THE THREE AND NINE
MONTHS ENDED DECEMBER 31, 2001 AND 2000
GENERAL. The Company's results of operations depend primarily upon the
level of net interest income, which is the difference between the interest
income earned on its interest-earning assets such as loans and investments, and
the costs of the Company's interest-bearing liabilities, primarily deposits and
borrowings. Results of operations are also dependent upon the level of the
Company's non-interest income, including fee income and service charges, and
affected by the level of its non-interest expenses, including its general and
administrative expenses. Net interest income depends upon the volume of
interest-earning assets and interest-bearing liabilities and the interest rates
earned or paid on them, respectively.
The Company reported net income of $623,000 for the three months ended
December 31, 2001 compared to net income of $321,000 for the three months ended
December 31, 2000. The increase in net income of $302,000 between the two
periods was primarily the result of an increase in net interest income of
$412,000 and an increase in non-interest income of $120,000 partially offset by
an increase in non-interest expense of $70,000, an increase in provision for
loss on loans of $47,000, and an increase in income taxes of $113,000.
The Company reported net income of $1.6 million for the nine months
ended December 31, 2001 compared to net income of $898,000 for the nine months
ended December 31, 2000. The increase in income of $682,000 between the two
periods was primarily the result of an increase in net interest income of
$692,000, an increase in non-interest income of $287,000 and a decrease in
non-interest expenses of $25,000 partially offset by an increase in provision
for loss on loans of $65,000, and an increase in income taxes of $257,000.
INTEREST INCOME. Total interest income decreased $83,000 for the three
months ended December 31, 2001 and increased $62,000 for the nine months ended
December 31, 2001 as compared to the three and nine months ended December 31,
2000. The decrease in interest income for the three-month period was due to a
decrease in the average yield earned on interest-earning assets partially offset
by an increase in the average balance of interest-earning assets. The average
yield on interest-earning assets was 7.6% for the three months ended December
31, 2001 compared to 8.6% for the same period in 2000. Tax equivalent
adjustments were made to
14
the yield. The decrease in the yield was due to the repricing of assets during
the period in a lower interest rate environment. The average balance of
interest-earning assets increased $18.8 million for the three-month period as
compared to the same period in 2000. The increase in the average balance was due
primarily to the increase in the average balance of loans and mortgage-backed
securities.
The increase in interest income for the nine-month period was due to an
increase in the average balance of interest-earning assets partially offset by a
decrease in the yield earned on interest-earning assets. The average balance of
interest-earning assets increased $13.8 million for the nine-month period from
$164.5 million for the nine months ended December 31, 2000 to $178.3 million for
the nine months ended December 31, 2001. The increase in the average balance of
interest-earning assets was due primarily to the increase in the average balance
of loans. The average yield on interest-earning assets was 7.9% for the nine
months ended December 31, 2001 compared to 8.5% for the same period in 2000. Tax
equivalent adjustments were made to the yield. The decrease in the yield was due
to a decline in interest rates during the period.
INTEREST EXPENSE. Interest expense decreased $495,000 and $630,000 for
the three and nine months ended December 31, 2001 as compared to the same period
in 2000. Interest expense decreased for the periods primarily due to a decrease
in the average rate paid on interest-bearing liabilities offset by an increase
in the average balance of interest-bearing liabilities. The average rate paid on
interest-bearing liabilities was 3.5% and 4.2% for the three and nine months
ended December 31, 2001 compared to 5.3% and 5.1% for the three and nine months
ended December 31, 2000. The decrease in the average rate paid on
interest-bearing liabilities was due to a significant decline in interest rates
in the past nine months. During that period, the Company's FHLB borrowings were
primarily variable rate borrowings that reprice daily. The Company recently
restructured the borrowings into fixed rates for a fixed period of time in an
attempt to take advantage of the low rates for a longer period of time. A
significant portion of the Company's other interest-bearing liabilities,
primarily certificates of deposit have also repriced since rates have declined.
The Company has also focused on restructuring these liabilities into longer
terms.
The average balance of interest-bearing liabilities increased $14.9
million for the three months ended December 31, 2001 from $145.7 million for the
three months ended December 31, 2000 to $160.6 million for the three months
ended December 31, 2001. The average balance of interest-bearing liabilities
increased $10.5 million for the nine months ended December 31, 2001 from $144.1
million for the nine months ended December 31, 2000 to $154.6 for the nine
months ended December 31, 2001. The increase in these balances is primarily the
result of an increase in the average balance of interest-bearing transaction
accounts and an increase in the average balance of certificate of deposit
accounts.
PROVISION FOR LOAN LOSSES. The Company's provision for loan losses
totaled $127,000 and $268,000 for the three and nine months ended December 31,
2001 compared to $80,000 and $203,000 for the three and nine months ended
December 31, 2000 based on management's overall assessment of the loan
portfolio. The provision recorded for the three and nine-month period was based
on management's evaluation of the Company's current portfolio including factors
such as the quality of the portfolio, the increase in non-residential loans and
overall growth in the loan portfolio. Management continually monitors the
Company's allowance for loan losses and makes adjustments as economic
conditions, portfolio quality and portfolio
15
diversity dictates. Although the Company maintains its allowance for loan losses
at a level which the Board considers to be adequate to provide for probable
incurred losses on existing loans, there can be no assurance that future losses
will not exceed estimated amounts or that additional provisions for loan losses
will not be required for future periods.
NON-INTEREST INCOME. Non-interest income increased approximately
$120,000 and $287,000 for the three and nine months ended December 31, 2001
compared to the same period in 2000. The increase for the three and nine-month
period is primarily the result of an increase in service charges and other fees
on deposits of $59,000 and $210,000, respectively. The increase in service
charges and other fees on deposits for the three and nine-month period is the
result of an increased core deposit base and a focus on fee preservation through
a stringent waiver policy. Non-interest income was increased by a gain recorded
on the sale of securities of approximately $6,000 for the three-month period and
$7,000 for the nine-month period.
Non-interest income also increased due an increase in other income of
$55,000 and $70,000 for the three and nine months ended December 31, 2001. The
increase is due to an increase in fees on letters of credit, increased fees
earned on the origination of secondary market loans and an increase in
commissions earned on credit life and accident and health insurance sold in
connection with the origination of consumer loans.
NON-INTEREST EXPENSE. Non-interest expenses increased $70,000 for the
three months ended December 31, 2001 and decreased $25,000 for the nine months
ended December 31, 2001 compared to the same periods in 2000. Non-interest
expenses increased $70,000 for the three-month period due to an increase in
employee compensation and benefits of $123,000, an increase in the loss on
foreclosed real estate of $5,000 and an increase in advertising and marketing
expense of $11,000 offset by a decrease in occupancy and equipment expense of
$5,000 and a decrease in the amortization of goodwill of $64,000.
Non-interest expenses decreased $25,000 for the nine-month period due
to a decrease in stationary, printing and supplies of $24,000, a decrease in
FDIC premiums of $7,000, a decrease in the amortization of goodwill of $191,000
and an increase in the gain on foreclosed real estate of $10,000 offset by an
increase in employee compensation and benefits of $148,000 and an increase in
occupancy and equipment expense of $59,000.
Employee compensation and benefits increased primarily due to an
expense recorded in connection with an executive bonus plan resulting from the
Company's improved earnings performance and the implementation of an
incentive-based compensation plan that compensates all other employees based
upon predetermined criteria and production. Employee compensation and benefits
also increased due to an increase in ESOP expense as a result of an increase in
the average market value of the Company's stock. Amortization of goodwill was
eliminated due to the implementation of the Financial Accounting Standards Board
Statement No. 142, Goodwill and Other Intangibles. The statement was applied
effective April 1, 2001 and resulted in the discontinuance of the amortization
of goodwill. Occupancy and equipment expense increased due primarily to the
opening of an additional branch office in the Paintsville market, which opened
in March 2001.
INCOME TAX EXPENSE. Income tax expense increased $113,000 and $257,000
for the three and nine months ended December 31, 2001 primarily due to an
increase in income before income taxes for each period.
16
NON-PERFORMING ASSETS AND ALLOWANCE FOR LOAN LOSSES. The allowance for
loan losses is calculated based upon an evaluation and assessment of pertinent
factors underlying the types and qualities of the Company's loans. Management
considers such factors as the payment status of a loan, the borrower's ability
to repay the loan, the estimated fair value of the underlying collateral,
anticipated economic conditions that may affect the borrower's repayment ability
and the Company's historical charge-offs. The Company's allowance for loan
losses as of December 31, 2001 was $1.6 million or 1.0% of the total loans. The
March 31, 2001 allowance for loan loss was $1.4 million, or 1.0% of total loans.
The Company recorded a provision for loan losses of $268,000 for the nine-month
period, and had net charge-offs of $127,000 for the nine-month period. The
allowance for loan losses at December 31, 2001 was allocated as follows:
$220,000 to one-to-four family real estate loans, $60,000 to commercial real
estate, $32,000 to commercial business loans, $36,000 to consumer loans and $1.2
million remained unallocated.
The ratio of non-performing assets to total assets is one indicator of
other exposure to credit risk. Non-performing assets of the Company consist of
non-accruing loans, accruing loans delinquent 90 days or more, and foreclosed
assets, which have been acquired as a result of foreclosure or deed-in-lieu of
foreclosure. For all periods presented the Company had no troubled debt
restructurings. The following table sets forth the amount of non-performing
assets at the periods indicated.
DECEMBER 31, 2001 MARCH 31, 2001
----------------- --------------
(Dollars in Thousands)
Non-Accruing Loans $ 396 $ 662
Accruing Loans Delinquent 90 Days or More 159 124
Foreclosed Assets 271 228
------ ------
Total Non-Performing Assets $ 826 $1,014
Total Non-Performing Assets as a
Percentage of Total Assets .4% .5%
Total non-performing assets decreased $188,000 from March 31, 2001 to
December 31, 2001 due to management's strategic focus on maintaining asset
quality and adhering to stringent underwriting standards. Management continually
pursues collection of these loans in order to decrease the level of
non-performing assets.
OTHER ASSETS OF CONCERN. Other than the non-performing assets set forth
in the table above, as of December 31, 2001, there were no loans with respect to
which known information about the possible credit problems of the borrowers or
the cash flows of the security properties have caused management to have
concerns as to the ability of the borrowers to comply with present loan
repayment terms and which may result in the future inclusion of such items in
the non-performing asset categories.
LIQUIDITY AND CAPITAL RESOURCES. The Company's most liquid assets are
cash and cash equivalents. The levels of these assets are dependent on the
Company's operating, financing, and investing activities. At December 31, 2001
and March 31, 2001, cash and cash equivalents totaled $8.1 million and $5.6
million, respectively. The Company's primary sources of funds include principal
and interest payments on loans (both scheduled and prepayments), maturities of
investment securities and principal payments from mortgage-backed securities,
deposits and Federal Home Loan Bank of Cincinnati advances. While scheduled loan
repayments and
17
proceeds from maturing investment securities and principal payments on
mortgage-backed securities are relatively predictable, deposit flows and early
repayments are more influenced by interest rates, general economic conditions
and competition. Certificates of deposit as of December 31, 2001 maturing within
one year totaled $73.3 million.
Liquidity management is both a short- and long-term responsibility of
management. The Company adjusts its investments in liquid assets based upon
management's assessment of expected loan demand, projected purchases of
investment and mortgage-backed securities, expected deposit flows, yields
available on interest-bearing deposits, and liquidity of its asset/liability
management program. Excess liquidity is generally invested in interest-bearing
overnight deposits and other short-term liquid asset funds. If funds are
required beyond the funds generated internally, the subsidiaries of the Company
have the ability to borrow funds from the FHLB. At December 31, 2001, the
Company had $21.7 million in borrowings outstanding with the FHLB.
At December 31, 2001, the Company had outstanding commitments to fund
loans of $19.1 million. The Company anticipates that it will have sufficient
funds available to meet its current commitments principally through the use of
current liquid assets and through its borrowing capacity with the FHLB.
Classic Bank is subject to the regulatory capital requirements of the
Federal Deposit Insurance Corporation (the "FDIC"). The following table
summarizes, as of December 31, 2001, the capital requirements applicable to
Classic Bank and its actual capital ratios. As of December 31, 2001, Classic
Bank was in compliance with its capital requirements.
REGULATORY ACTUAL CAPITAL
CAPITAL REQUIREMENT CLASSIC BANK
------------------- ------------
AMOUNT PERCENT AMOUNT PERCENT
------ ------- ------ -------
(Dollars in Thousands)
Total Capital
(to Risk Weighted Assets) $12,048 8.0% $15,580 10.4%
Tier 1 Capital
(to Adjusted Total Assets) 8,035 4.0 14,017 7.2
The Company is subject to the regulatory capital requirements of the
Federal Reserve Board that generally parallels the capital requirements for FDIC
insured banks. The following table summarizes, as of December 31, 2001, the
capital requirements applicable to the Company and its actual capital ratios. As
of December 31, 2001, the Company was in compliance with its capital
requirements.
REGULATORY ACTUAL CAPITAL
CAPITAL REQUIREMENT CLASSIC BANCSHARES, INC.
------------------- ------------------------
AMOUNT PERCENT AMOUNT PERCENT
------ ------- ------ -------
(Dollars in Thousands)
Total Capital
(to Risk Weighted Assets) $12,092 8.0% $17,679 11.7%
Tier 1 Capital
(to Adjusted Total Assets) 8,105 4.0 16,116 8.0
18
IMPACT OF INFLATION AND CHANGING PRICES
The consolidated financial statements and related data presented herein
have been prepared in accordance with generally accepted accounting principles
which require the measurement of financial position and operating results in
terms of historical dollars without considering changes in the relative
purchasing power of money over time due to inflation. The primary impact of
inflation on the operations of the Company is reflected in increased operating
costs. Unlike most industrial companies, virtually all of the assets and
liabilities of a financial institution are monetary in nature. As a result,
interest rates, generally, have a more significant impact on a financial
institution's performance than does inflation. Interest rates do not necessarily
move in the same direction or to the same extent as the prices of goods and
services.
19
PART II. OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
None.
Item 2. CHANGES IN SECURITIES
None.
Item 3. DEFAULTS UPON SENIOR SECURITIES
None.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
Item 5. OTHER INFORMATION
None.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
a. Exhibits
Exhibit 28 Accountant's Review Report
b. Reports on Form 8-K
The Registrant filed the following current reports on Form 8-K
during the three months ended December 31, 2001:
Report filed on November 7, 2001 containing press release, dated
October 31, 2001 announcing earnings for the quarter ended
September 30, 2001.
20
SIGNATURES
Pursuant to the requirement 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.
REGISTRANT
Date: February 13, 2002 /s/ David B. Barbour
-------------------- ----------------------------------------------
David B. Barbour, President, Chief Executive
Officer and Director (Duly Authorized Officer)
Date: February 13, 2002 /s/ Lisah M. Frazier
-------------------- ----------------------------------------------
Lisah M. Frazier, Chief Operating Officer,
Treasurer and Chief Financial Officer
(Principal Financial Officer)
21
INDEX TO EXHIBITS
Exhibit
Number
- -------
28 Accountant's Review Report
22