-----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, LrwnUc62p76deQXSyAIUmX4UM1iP5tf/2Y6E0SABCqcH/M9PtkdjWRNTKKTcfiEI WOlNYF2EP5MH2XrVRF4G/Q== 0000899243-96-001383.txt : 19961106 0000899243-96-001383.hdr.sgml : 19961106 ACCESSION NUMBER: 0000899243-96-001383 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961030 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19961104 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: FORT BEND HOLDING CORP CENTRAL INDEX KEY: 0000896766 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 760391720 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-21328 FILM NUMBER: 96653423 BUSINESS ADDRESS: STREET 1: 3400 AVENUE H CITY: ROSENBERG STATE: TX ZIP: 77471 BUSINESS PHONE: 7133425571 8-K 1 FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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 30, 1996 FORT BEND HOLDING CORP. - ------------------------------------------------------------------------------- (Exact name of Registrant as specified in its Charter) DELAWARE 0-21328 76-0391720 - ------------------------------------------------------------------------------- (State or other (Commission File No.) (IRS Employer jurisdiction of Identification incorporation) Number) 3400 AVENUE H, ROSENBERG, TEXAS 77471-3808 - ------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (713) 342-5571 - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- (Former name or former address, if changed since last report) Item 5. Other Events - ------- ------------ On October 30, 1996, the Registrant issued the earnings release attached as Exhibit 99 announcing the declaration of a cash dividend and earnings for the quarter ended September 30, 1996. The foregoing information does not purport to be complete and is qualified in its entirety by reference to the Exhibit to this Report. Item 7. Financial Statements and Exhibits - ------- --------------------------------- (c) Exhibits The Exhibit referred to in Item 5 of this Report and listed on the accompanying Exhibit Index is filed as part of this Report and is incorporated herein by reference. 2 EXHIBIT NUMBER DESCRIPTION - ---------- ----------- 99 Earnings release, dated September 30, 1996 3 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. FORT BEND HOLDING CORP. Date: November 4, 1996 By: /s/ LANE WARD ------------------------ Lane Ward Vice Chairman, President and Chief Executive Officer 4 EX-99 2 PRESS RELEASE For Immediate Release For more information, contact: Date: October 30, 1996 Lane Ward, Vice Chairman, President and CEO at (713) 342-5571 FORT BEND HOLDING CORP'S SECOND QUARTER FISCAL 1997 EARNINGS RELEASE Fort Bend Holding Corp. ("FBHC"), parent corporation of Fort Bend Federal Savings and Loan Association of Rosenberg (Fort Bend), today announced net income of $406,000 for the quarter ended September 30, 1996 before the after-tax effect of the one-time Savings Association Insurance Fund ("SAIF") special assessment ("the special assessment"). This compares to net income of $441,000 for the quarter ended September 30, 1995. Subsequent to recording the after-tax effect of the special assessment of $985,000 for the quarter ended September 30, 1996, FBHC reported a net loss of $579,000 or ($0.69) primary loss per share. Net income for the six months ended September 30, 1996, before the after-tax effect of the special assessment, was $812,000. This compares to $844,000 for the six months ended September 30, 1995. For the six months ended September 30, 1996 FBHC reported a net loss of $173,000 or ($0.21) primary loss per share which reflected the after-tax effect of the special assessment of $985,000. On September 30, 1996, FBHC recorded the special assessment of $1,493,000 as a result of the Economic Growth and Regulatory Paperwork Reduction Act being signed into law by the President. The special assessment was 65.7 basis points on the SAIF deposit assessment base as of March 31, 1995. Another provision of the Act provided for a future reduction of the SAIF deposit insurance premium rate to approximately 6.4 basis points beginning January 1, 1997. The reduction should have a beneficial effect on the future earnings of FBHC. Based on FBHC's SAIF deposit assessment base as of September 30, 1996, the annual after-tax savings of the approximate 16.6 basis points will be approximately $260,000 or $0.31 primary earnings per share based on the weighted average common stock equivalents for the six months ended September 30, 1996. FBHC's Consolidated Statement of Financial Condition and Statement of Operation for the quarter ended September 30, 1996 reflects the purchase and merger of FirstBanc Savings Association of Texas ("FirstBanc") into Fort Bend as of August 16, 1996. There was no significant income benefit or cost savings realized as a result of the merger during this quarter. It is anticipated that any income benefit or cost savings associated with the acquisition will be realized in future quarters. The Board of Directors has also announced that FBHC will pay a cash dividend of $0.07 per share for the quarter ended September 30, 1996. The dividend will be payable on December 6, 1996 to shareholders of record on November 15, 1996. This is FBHC's twelfth consecutive quarterly cash dividend. FBHC's net interest income after provision for loan losses was $1,734,000 for the quarter ended September 30, 1996 compared to $1,578,000 for the quarter ended September 30, 1995. This increase reflected an increase in average interest-earning assets to $242 million from $225 million as of September 30, 1996 and 1995, respectively. The increase was primarily a result of the acquisition of FirstBanc. Total noninterest income increased $211,000 for the quarter ended September 30, 1996 compared to the quarter ended September 30, 1995. This reflected an increase of $58,000 in services charges, $59,000 in loan servicing income and $101,000 in other income. Press Release Continued Date: October 30, 1996 Total noninterest expense increased by $440,000 for the quarter ended September 30, 1996, before the special assessment of $1,493,000, as compared to the quarter ended September 30, 1995. The increase primarily reflects the compensation and occupancy costs of adding two branch locations since September 30, 1995, one of which was the acquisition of FirstBanc. Assets of FBHC were $281,694,000 as of September 30, 1996, a 15.4% increase, compared to $244,169,000 at March 31, 1996. This increase was primarily attributable to growth in the loan portfolio and short-term investments. The loan growth of $29.3 million was primarily attributable to the acquisition of FirstBanc. Stockholders' equity was $17,397,000 at September 30, 1996 compared to $17,572,000 at March 31 1996. This represents a decrease of 1.0%, primarily reflecting the special assessment. Equity-to-assets and risk-based capital ratios were 6.2% and 14.4% respectively as of September 30, 1996. Non-performing assets as a percentage of total assets as of September 30, 1996, were 1.31% compared to 1.29% as of March 31, 1996. The increase primarily reflected the non-performing assets acquired with the FirstBanc merger. FBHC serves Fort Bend, Harris, Wharton and Waller Counties in Southeast Texas through its subsidiary, Fort Bend Federal Savings and Loan headquartered in Fort Bend County. The subsidiary operates a retail franchise of 6 full service offices in 6 cities. Fort Bend Federal's market area is located in the largest metropolitan area of Texas and the eighth largest in the United States. The Corporation's stock is traded on the Nasdaq National Market under the symbol "FBHC". FORT BEND HOLDING CORP. CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL CONDITION (UNAUDITED)
SEPTEMBER 30, MARCH 31, ASSETS 1996 1996 ------------- ----------- Cash and due from banks $ 5,807,516 $ 3,451,880 Short-term investments 8,323,211 13,541,782 Certificates of deposit 200,000 200,000 ------------ ------------ Total cash and cash equivalents 14,330,727 17,193,662 Investment securities available for sale, at market value 2,740,491 2,684,607 Investment securities held to maturity (estimated market value of $21,899,058 and $9,064,153 at September 30, 1996 and March 31, 1996, respectively) 22,221,861 9,233,505 Mortgage-backed securities available for sale, at market value 723,355 873,502 Mortgage-backed securities held to maturity (estimated market value of $103,019,682 and $110,676,779 at September 30, 1996 and March 31, 1996, respectively) 103,809,238 110,489,617 Loans receivable, net 122,150,817 92,861,594 Loans held for sale 74,857 922,422 Accrued interest receivable 1,687,563 1,466,272 Real estate, net 871,634 155,372 Federal Home Loan Bank stock, at cost 1,878,300 1,460,200 Premises and equipment, net 4,563,745 3,635,046 Mortgage servicing rights, net 2,468,087 1,235,714 Prepaid expenses and other assets 2,420,625 1,538,171 Deferred income taxes 423,123 418,949 Goodwill, net 1,329,959 -0- ------------ ------------ Total assets $281,694,382 $244,168,633 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY Liabilities: Deposits $235,123,114 $203,913,715 Convertible Subordinated Debentures 12,100,000 12,100,000 Other borrowings 4,295,563 4,363,688 Advances from borrowers for taxes and insurance 8,992,026 4,224,796 Accounts payable, accrued expenses and other liabilities 3,787,068 1,994,063 ------------ ------------ Total liabilities 264,297,771 226,596,262 ------------ ------------ Stockholders' Equity: Serial preferred stock, $.01 par value- 500,000 shares authorized, none outstanding Common Stock $.01 par value, 2,000,000 shares authorized 907,372 shares issued and 819,198 shares outstanding at September 30, 1996 and 905,572 shares issued and 817,398 shares outstanding at March 31, 1996 9,073 9,055 Addition paid-in capital 8,580,932 8,514,562 Unearned employee stock ownership plan shares (351,000) (394,875) Deferred compensation (106,921) (98,668) Net unrealized depreciation on available for sale securities, net of tax (11,756) (21,786) Retained earnings (substantially restricted) 10,732,784 11,020,584 Treasury stock, at cost-88,174 shares at September 30, 1996 and March 31, 1996 (1,456,501) (1,456,501) ------------ ------------ Total stockholders' equity 17,396,611 17,572,371 ------------ ------------ Total liabilities and stockholders' equity $281,694,382 $244,168,633 ============ ============
FORT BEND HOLDING CORP. CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)
THREE MONTHS ENDED SIX MONTHS ENDED SEPTEMBER 30, SEPTEMBER 30, ----------------------- --------------------- 1996 1995 1996 1995 ----------- ---------- ---------- --------- INTEREST INCOME: Loans $ 2,389,598 $1,813,066 $4,520,287 $3,546,958 Short-term investments 231,586 88,870 418,981 166,765 Investment securities 202,532 189,560 350,528 439,858 Mortgaged-backed securities 1,755,901 1,953,969 3,585,160 3,896,698 ----------- ---------- ---------- ---------- TOTAL INTEREST INCOME 4,579,617 4,045,465 8,874,956 8,050,279 ----------- ---------- ---------- ---------- INTEREST EXPENSE: Deposits 2,467,155 2,334,249 4,787,306 4,583,685 Borrowings 335,644 115,159 665,694 252,071 ----------- ---------- ---------- ---------- TOTAL INTEREST EXPENSE 2,802,799 2,449,408 5,453,000 4,835,756 ----------- ---------- ---------- ---------- NET INTEREST INCOME BEFORE PROVISION FOR LOAN LOSSES 1,776,818 1,596,057 3,421,956 3,214,523 PROVISION FOR LOAN LOSSES 43,000 18,000 68,000 45,053 ----------- ---------- ---------- ---------- NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 1,733,818 1,578,057 3,353,956 3,169,470 ----------- ---------- ---------- ---------- NONINTEREST INCOME: Gain (loss) on sale of loans 56,350 64,640 106,299 123,845 Service charges 131,092 72,607 244,510 147,239 Loan servicing income 193,524 134,453 363,155 275,252 Other income 317,032 215,670 596,170 398,326 ----------- ---------- ---------- ---------- TOTAL NONINTEREST INCOME 697,998 487,370 1,310,134 944,662 ----------- ---------- ---------- ---------- NONINTEREST EXPENSES: Compensation and benefits 938,549 767,365 1,770,420 1,532,137 Office occupancy and equipment 242,525 158,452 429,545 323,350 Federal insurance premiums 133,307 113,924 257,589 227,215 Savings Association Insurance Fund Assessment 1,492,686 -- 1,492,686 -- Amortization of mortgage servicing rights 82,787 48,076 147,037 108,076 Insurance and surety bond expense 37,923 28,389 71,539 54,458 Other 404,070 282,155 780,586 575,875 ----------- ---------- ---------- ---------- TOTAL NONINTEREST EXPENSES 3,331,847 1,398,361 4,949,402 2,821,111 INCOME (LOSS) BEFORE INCOME TAX (900,031) 667,066 (285,312) 1,293,021 INCOME TAX PROVISION (BENEFIT) (321,200) 226,112 (112,200) 449,012 ----------- ---------- ---------- ---------- NET INCOME (LOSS) $ (578,831) $ 440,954 $ (173,112) $ 844,009 =========== ========== ========== ========== PRIMARY EARNINGS (LOSS) PER COMMON SHARE $ (0.69) $ 0.50 $ (0.21) $ 0.96 =========== ========== ========== ========== FULLY DILUTED EARNINGS (LOSS) PER COMMON SHARE $ (0.29) $ 0.50 $ 0.12 $ 0.96 =========== ========== ========== ========== DIVIDENDS PER COMMON SHARE $ 0.07 $ 0.07 $ 0.07 $ 0.14 =========== ========== ========== ==========
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