-----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, WmIX9ZrETmHY4ryQjL2zQRKSOEl+MDEQ/I/fir65ibNmNJBonZZMAvFpLbBuTYlA vNnOBu2lT0S3XcWeferFag== 0000899243-98-000129.txt : 19980203 0000899243-98-000129.hdr.sgml : 19980203 ACCESSION NUMBER: 0000899243-98-000129 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980127 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980202 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: SEC FILE NUMBER: 000-21328 FILM NUMBER: 98519441 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) January 27, 1998 FORT BEND HOLDING CORP. - ------------------------------------------------------------------------------- (Exact name of Registrant as specified in its Charter) DELAWARE 0-21328 76-0391720 - ------------------------------------------------------------------------------- (State or other jurisdiction (Commission File No.) (IRS Employer of incorporation) Identification Number) 3400 AVENUE H, ROSENBERG, TEXAS 77471-3808 - ------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (281) 342-5571 - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- (Former name or former address, if changed since last report) Item 5. Other Events - ------ ------------ On January 27, 1998, the Registrant issued the earnings release attached as Exhibit 99 announcing the declaration of a cash dividend and earnings for the quarter ended December 31, 1997. 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 Third Quarter Fiscal 1998 Earnings Release, dated January 27, 1998 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: February 2, 1998 By: /s/ Lane Ward ---------------------------- Lane Ward Vice Chairman, President and Chief Executive Officer 4 EX-99 2 THIRD QUARTER EARNINGS RELEASE EXHIBIT 99 FORT BEND HOLDING CORP. FOR IMMEDIATE RELEASE - JANUARY 27, 1998 FORT BEND HOLDING CORP.'S THIRD QUARTER FISCAL 1998 EARNINGS RELEASE Fort Bend Holding Corp. ("FBHC"), parent corporation of Fort Bend Federal Savings and Loan Association of Rosenberg ("FBF"), today announced net earnings of $492,000, or $0.30 earnings per common share, for the third fiscal quarter ended December 31, 1997. This compares to net earnings of $417,000, or $0.25 earnings per common share, for the same quarter in fiscal 1997. This represents a 20% increase in earnings per common share from quarter to quarter. Net income for the nine months ended December 31, 1997 was $1,514,000, or $0.91 earnings per common share. This compares to net income of $244,000, or $0.15 earnings per common share for the nine months ended December 31, 1996. Earnings per common share-assuming dilution for the quarter ended December 31, 1997 were $0.23 compared to $0.21 for the quarter ended December 31, 1996. This represents a 9.5% increase in earnings per common share-assuming dilution from quarter to quarter. Earnings per common share-assuming dilution for the nine months ended December 31, 1997 and 1996 were $0.71 and $0.14, respectively. On August 21, 1997, FBHC declared a 2-for-1 stock split, payable October 1, 1997, in the form of a 100% stock dividend to shareholders of record on September 11, 1997. In December 1997, FBHC adopted the provisions of Statement of Financial Accounting Standards No. 128, "Earnings per Share" (Statement 128). Statement 128 specifies the computation, presentation, and disclosure requirements of earnings per share for entities with publicly held common stock. It replaces the presentation of primary earnings per share with a presentation of basic earnings per share and fully diluted earnings per share with diluted earnings per share. All earnings per share data is stated to reflect the split and the adoption of Statement 128. The significant earnings increase for the year to date for fiscal 1998 as compared to fiscal 1997 is partially attributable to the special assessment of $1,493,000 recorded by FBHC on September 30, 1996 as a result of the Economic Growth and Regulatory Paperwork Reduction Act. This special assessment was levied against all savings and loans and amounted to 65.7 basis points on the Savings Association Insurance Fund ("SAIF") deposit assessment base as of March 31, 1995. Before the after-tax effect of the one time SAIF special assessment, earnings for the nine months ended December 31, 1996 would have been $1,229,000. Therefore, earnings excluding this nonrecurring charge increased 23% for the year to date for fiscal 1998. Also contributing to increased earnings for the fiscal year to date have been the results of FBF's single family, construction lending, loan servicing, and the activity of FBF's subsidiary, Mitchell Mortgage Company, L.L.C. ("MMC"). Partially offsetting the increase in earnings from the above sources has been the non-cash charge to earnings for the appreciation in FBHC's shares released from collateral on the Employee Stock Ownership Plan (ESOP) debt. The non-cash charge to earnings for the appreciation is shares released under the ESOP increased $100,000 to $149,000, which represents $0.09 per common share outstanding, for the three months ended December 31, 1997 compared to $49,000 for the same period in fiscal 1997. For the nine months ended December 31, 1997, the non-cash charge to earnings for the appreciation in shares released under the ESOP increased $300,000 to $383,000, which represents $0.23 per common share outstanding, compared to $83,000 for the same period in fiscal 1997. Fort Bend Holding Corp. Third Quarter Fiscal 1998 EARNINGS RELEASE Page 2 of 2 Because of the strong earnings performance, the Board of Directors has announced that FBHC will pay a quarterly cash dividend of $0.10 per share for the quarter ended December 31, 1997. The dividend will be payable on March 4, 1998 to shareholders of record on February 11, 1998. This is the Company's seventeenth consecutive quarterly cash dividend. FBHC's net interest income after provision for loan losses was $2,261,000 for the quarter ended December 31, 1997 compared to $1,813,000 for the quarter ended December 31, 1996. Net interest income reflected an increase in average interest-earning assets to $289 million from $258 million for the quarter ended December 31, 1997 and 1996, respectively. The acquisition of 51% of MMC contributed average interest-earning assets of approximately $29 million. The acquisition of FirstBanc Savings in August 1996 initially contributed interest- earning assets of approximately $20 million. Total noninterest income increased by $1,272,000 for the quarter ended December 31, 1997 compared to the quarter ended December 31, 1996. The increase was primarily due to MMC's loan fee income, loan servicing income and gain on sale of loans totaling $1,261,000. Fort Bend Holding Corp. serves Fort Bend, Harris, Wharton, Waller and Montgomery counties in Southeast Texas through its subsidiary, Fort Bend Federal Savings and Loan headquartered in Fort Bend County and FBF's subsidiary Mitchell Mortgage Company, L.L.C. located in The Woodlands. 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". ### For more information, contact: Lane Ward, Vice Chairman, President and CEO at (281) 342-5571 FORT BEND HOLDING CORP. CONSOLIDATED STATEMENT OF FINANCIAL CONDITION (UNAUDITED)
ASSETS DECEMBER 31, 1997 MARCH 31, 1997 Cash and due from banks $ 6,359,405 $ 6,369,675 Short-term investments 19,469,753 14,220,516 Certificates of deposit 200,000 200,000 --------------- ------------ TOTAL CASH AND CASH EQUIVALENTS 26,029,158 20,790,191 Investment securities available for sale, at market 2,929,332 2,810,270 Investment securities held to maturity (estimated market value of $9,956,652 and $10,789,440 at December 31, 1997 and March 31, 1997, respectively) 10,241,277 11,234,763 Mortgage-backed securities available for sale, at market 380,092 520,869 Mortgage-backed securities held to maturity (estimated market value of $87,091,439 and $96,684,430 at December 31, 1997 and March 31, 1997, respectively) 86,882,448 97,084,501 Loans held for sale 10,345,178 2,660,415 Loans receivable, net 146,022,337 138,227,705 Accrued interest receivable 1,893,819 1,816,415 Real estate, net 90,021 470,996 Federal Home Loan Bank stock, at cost 1,487,000 1,933,000 Premises and equipment, net 4,818,173 4,970,011 Mortgage servicing rights, net 7,212,502 7,537,571 Prepaid expenses and other assets 2,808,938 3,398,198 Deferred income taxes 308,240 305,961 Goodwill, net 1,279,740 1,319,232 --------------- ------------ TOTAL ASSETS $ 302,728,255 $ 295,080,098 =============== ============ LIABILITIES AND STOCKHOLDERS' EQUITY Liabilities: Deposits $ 255,726,406 $ 250,218,152 Convertible Subordinated Debentures 11,970,000 12,080,000 Borrowings 3,998,630 4,226,676 Advances from borrowers for taxes and insurance 4,286,347 4,750,945 Accounts payable, accrued expenses and other liabilities 3,612,468 2,868,177 --------------- ------------ TOTAL LIABILITIES 279,593,851 274,143,950 --------------- ------------ Minority interest in consolidated subsidiary 2,642,878 2,508,214 --------------- ------------ Stockholders' equity: Serial preferred stock, $.01 par value - 1,000,000 shares authorized, none outstanding Common Stock $.01 par value, 4,000,000 shares authorized, 1,844,406 shares issued and 1,668,058 shares outstanding at December 31, 1997 and 1,820,950 shares issued and 1,644,602 shares outstanding at March 31, 1997 18,444 18,209 Additional paid-in capital 9,366,579 8,695,882 Unearned employee stock ownership plan shares (118,078) (307,125) Deferred compensation (98,469) (82,324) Net unrealized appreciation (depreciation) on available for sale securities 6,931 (6,107) Retained earnings (substantially restricted) 12,772,620 11,565,900 Treasury stock, at cost - 176,348 shares (1,456,501) (1,456,501) --------------- ------------ TOTAL STOCKHOLDERS' EQUITY 20,491,526 18,427,934 --------------- ------------ TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 302,728,255 $ 295,080,098 =============== ============
FORT BEND HOLDING CORP. CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)
THREE MONTHS ENDED NINE MONTHS ENDED DECEMBER 31, DECEMBER 31, 1997 1996 1997 1996 INTEREST INCOME: Loans $ 3,256,070 $ 2,673,173 $ 9,987,360 $ 7,193,460 Short-term investments 495,410 256,338 1,090,793 675,319 Investment securities 194,582 214,074 651,308 564,602 Mortgage-backed securities 1,459,354 1,701,684 4,558,667 5,286,844 ----------- ----------- ----------- ----------- TOTAL INTEREST INCOME 5,405,416 4,845,269 16,288,128 13,720,225 ----------- ----------- ----------- ----------- INTEREST EXPENSE: Deposits 2,826,982 2,643,474 8,282,277 7,430,780 Borrowings 317,046 329,035 977,898 994,729 ----------- ----------- ----------- ----------- TOTAL INTEREST EXPENSE 3,144,028 2,972,509 9,260,175 8,425,509 ----------- ----------- ----------- ----------- NET INTEREST INCOME BEFORE PROVISION FOR LOAN LOSSES 2,261,388 1,872,760 7,027,953 5,294,716 PROVISION FOR LOAN LOSSES -- 60,000 77,980 128,000 ----------- ----------- ----------- ----------- NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 2,261,388 1,812,760 6,949,973 5,166,716 ----------- ----------- ----------- ----------- NONINTEREST INCOME: Loan fees and charges 950,591 160,387 2,431,645 404,897 Loan servicing income, net 353,414 112,787 925,949 328,905 Service charges on deposit accounts 231,955 216,805 662,290 545,437 Gain on sale of loans 308,312 91,237 561,763 197,536 Other income 147,641 138,959 464,149 406,497 ----------- ----------- ----------- ----------- TOTAL NONINTEREST INCOME 1,991,913 720,175 5,045,796 1,883,272 ----------- ----------- ----------- ----------- NONINTEREST EXPENSES: Compensation and benefits 1,970,696 1,030,093 5,523,127 2,800,513 Office occupancy and equipment 447,742 290,975 1,330,806 720,520 Federal insurance premiums 43,441 110,092 123,711 367,681 Data processing fees 151,413 68,888 408,071 179,623 Savings Association Insurance Fund Assessment -- -- -- 1,492,686 Insurance and surety bond expense 36,279 34,571 110,707 106,110 Other 691,054 405,439 1,837,099 1,075,290 ----------- ----------- ----------- ----------- TOTAL NONINTEREST EXPENSES 3,340,625 1,940,058 9,333,521 6,742,423 ----------- ----------- ----------- ----------- INCOME BEFORE INCOME TAX AND MINORITY INTEREST 912,676 592,877 2,662,248 307,565 INCOME TAX PROVISION 263,741 175,709 811,209 63,509 ----------- ----------- ----------- ----------- INCOME BEFORE MINORITY INTEREST 648,935 417,168 1,851,039 244,056 MINORITY INTEREST IN NET INCOME OF CONSOLIDATED SUBSIDIARY 157,414 -- 337,034 -- ----------- ----------- ----------- ----------- NET INCOME $ 491,521 $ 417,168 $ 1,514,005 $ 244,056 =========== =========== =========== =========== EARNINGS PER COMMON SHARE $ 0.30 $ 0.25 $ 0.91 $ 0.15 =========== =========== =========== =========== EARNINGS PER COMMON SHARE - ASSUMING DILUTION $ 0.23 $ 0.21 $ 0.71 $ 0.14 =========== =========== =========== =========== DIVIDENDS PER COMMON SHARE $ 0.10 $ 0.04 $ 0.19 $ 0.11 =========== =========== =========== ===========
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