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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(MARK ONE)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1996
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[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from ____________ to ____________
Commission File Number 333-2402
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FBT BANCORP
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(Exact name of small business issuer as specified in its charter)
DELAWARE 72-1311251
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
9400 Old Hammond Highway, Baton Rouge Louisiana
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(Address of principal executive offices)
(504) 923-0232
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(Issuer's telephone number)
N/A
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Former name, former address, if changed since Last Report
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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
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There were issued and outstanding 300,043 shares of the Registrant's
Common Stock, $.01 par value, as of August 8, 1996.
Transitional Small Business Disclosure Format(check one):
Yes ; No X
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
FBT BANCORP
CONSOLIDATED STATEMENT OF CONDITION
AS OF JUNE 30, 1996
(Unaudited)
ASSETS
Cash and due from banks $ 6,365,088
Federal funds sold 4,300,000
Investment securities available for sale 4,213,245
Investment securities held to maturity 1,825,236
Loans 54,291,116
Less: allowance for loan losses 441,067
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Net loans 53,850,049
Premises and fixed assets 1,171,048
Other assets 1,024,955
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Total assets $72,749,621
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LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits:
Non-interest bearing $10,086,768
Interest bearing 40,933,994
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Total deposits 51,020,762
Federal Home Loan Bank advances 16,897,035
Other liabilities 306,049
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Total liabilities 68,223,846
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Stockholders' Equity:
Common stock, $.01 par value, 2,000,000 shares
authorized, 300,043 shares issued and outstanding 3,000
Paid-in capital 2,997,430
Retained earnings 1,552,551
Unrealized gain/(loss) on securities (27,206)
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Total stockholders' equity 4,525,775
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Total liabilities and stockholders' equity $72,749,621
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FBT BANCORP
CONSOLIDATED STATEMENTS OF INCOME
FOR THE SIX MONTHS AND THE THREE MONTHS
ENDED JUNE 30, 1996 AND 1995
(Unaudited)
Three Months Six Months
Ended June 30, Ended June 30,
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1996 1995 1996 1995
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Interest income:
Loans and leases $1,327,591 $1,097,182 $2,644,155 $1,985,761
Other investments 120,060 136,300 252,325 231,499
Federal funds sold 40,572 49,650 81,692 112,099
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Total interest income 1,488,223 1,283,132 2,978,172 2,329,359
Interest expense 852,295 705,672 1,688,436 1,245,563
---------- ---------- ---------- ----------
Net interest income 635,928 577,460 1,289,736 1,083,796
Non-interest income 164,292 183,595 415,622 389,151
Provision for loan losses 15,000 15,000 30,000 30,000
Non-interest expense:
Personnel 220,781 212,696 474,382 482,188
Occupancy and equipment 98,156 98,006 197,696 174,761
Other operating expense 241,258 252,363 505,422 482,866
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Total non-interest expense 560,195 563,065 1,177,500 1,139,815
---------- ---------- ---------- ----------
Income before taxes 225,025 182,990 497,858 303,132
Provision for income taxes (82,000) (62,400) (177,050) (108,712)
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Net income $ 143,025 $ 120,590 $ 320,808 $ 194,420
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
Net income per share $ 0.48 $ 0.40 $ 1.07 $ 0.65
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FBT BANCORP
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 1996 AND 1995
(Unaudited)
Six Months Ended June 30,
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1996 1995
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Cash flows from operations $(1,240,250) $(10,626,777)
Cash flows from investing activities 373,466 (1,293,217)
Cash flows from financing activities 2,460,744 15,647,187
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Net increase in cash and cash equivalents 1,593,960 3,727,193
Cash and cash equivalents, beginning of year 4,771,128 8,445,485
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Cash and cash equivalents, end of period $ 6,365,088 $ 12,172,678
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Note 1. Unaudited Financial Information
The financial information included herein as of and for the three and
six month periods ended June 30, 1996 and 1995 is unaudited; however,
such information includes all adjustments which, in the opinion of
management, are necessary to present fairly, the results of operations
for such periods. Results of operations for the three and six month
periods ended June 30, 1996 are not necessarily indicative of the
results of operations which will be realized for the year ending
December 31, 1996.
Note 2. Accounting for One-Bank Holding Company
The financial statements included herein represent the consolidated
activity of FBT Bancorp (the "Company"), a one-bank holding company,
and its wholly-owned subsidiary, Fidelity Bank and Trust Company (the
"Bank"). The Company was incorporated in 1995. The Company's
business operations consisted solely of matters relating to its
organization and its acquisition of Equitable Trust Savings Bank by
means of a merger which became effective on May 24, 1996. The merger
was accounted for as a reorganization of entities under common control
similar to a pooling-of-interests; accordingly, all assets and
liabilities of the Bank remain at their respective book values at the
effective date of the merger.
The 1995 income statement and cash flow information included herein
represents the activity of the Bank only. Due to the limited number
of transactions at the holding company level, any restatement of the
1995 balances would be immaterial.
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Item 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
FBT Bancorp (the "Company") is a one-bank holding company incorporated
in the state of Delaware in November, 1995. The Company was formed to
acquire all of the outstanding common stock of Equitable Trust Savings Bank
("Equitable Trust"). The merger of Equitable Trust with and into Fidelity
Bank and Trust Company (the "Bank") became effective on May 24, 1996. The
Bank is a Louisiana state bank and is the Company's only subsidiary. The
Company presently has no material business interests other than those engaged
in by the Bank.
Management is not aware of any trends, events, uncertainties or specific
recommendations made to the Company or the Bank by regulatory authorities,
other than as may be disclosed herein, which will have or that are reasonably
likely to have a material affect on liquidity, capital resources or results
of operations of the Company.
LIQUIDITY AND CAPITAL RESOURCES
The Company and the Bank maintain an adequate liquidity position. At
June 30, 1996, the Bank's liquidity ratio was 43.1%, which included
$16,000,000 in cash, short term investments and marketable assets that were
available to meet liquidity needs.
Loan levels have increased $2,800,000 since December 31, 1995. Deposits
have increased marginally since December 1995. Accordingly, the increased
lending activity has been funded primarily through an increase in the Bank's
participation in the Federal Home Loan Bank Mortgage Warehouse Program.
RESULTS OF OPERATIONS
Net income for the six months ended June 30, 1996 was $320,808, which
represents an increase of $126,388 over the comparable period last year. The
increase is due primarily to an increase in interest and fees on loans. Loan
income increased $658,394 over the period, a 33% increase, due primarily to
increased mortgage loans. Net interest income increased $648,813 due to the
increase in loan income.
Non-interest income for the six months ended June 30, 1996 increased
$26,471 over the six months ended June 30, 1995, principally due to increased
profits realized on the sale of mortgage loans.
Non-interest expense of $1,177,500 for the six months ended June 30,
1996 reflected an increase of $37,685 over the six months ended June 30,
1995. While personnel expense decreased $7,806, occupancy and equipment
expense increased $22,935 and other operating
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expense increased $22,556. The increased occupancy expense was the result of
increased maintenance and depreciation costs due to the purchase of a
facility to be used as an operations center. Increased legal fees and
consultant fees associated with the organization of the Company and the
accompanying merger was principally responsible for the increase in other
operating expense.
CAPITAL MANAGEMENT
The Company is exempt from the risk-based capital guidelines prescribed
by the Board of Governors of the Federal Reserve System because its
consolidated assets are less than $150 million. The Bank, however, is
subject to comparable guidelines issued by the Federal Deposit Insurance
Corporation and the Louisiana Office of Financial Institutions. The capital
ratios of the Bank are higher than the minimum requirements prescribed by
federal and state regulations.
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
On May 24, 1996, Sidney S. Moreland, IV and Joseph T. Spinosa filed a
lawsuit (the "Lawsuit") in the 19th Judicial District Court for the Parish of
East Baton Rouge, State of Louisiana against the Registrant, Fidelity Bank
and Trust Company ("Fidelity"), Equitable Trust Savings Bank ("Equitable
Trust") and the directors of each such entity. The plaintiffs alleged that
the proposed merger (the "Merger") of Equitable Trust into Fidelity was not
authorized by law and was not properly approved by the stockholders of
Equitable Trust, that the Proxy Statement/Prospectus and certain
correspondence mailed to the stockholders of Equitable Trust prior to the
special meeting at which the Merger was voted upon violated federal
securities laws and that the Merger was not in the best interests, and
improperly modified constitutionally protected rights, of the Equitable Trust
stockholders. The plaintiffs sought injunctive and declaratory relief
preventing the Merger. The defendants denied the plaintiffs' allegations and
denied any liability.
The Lawsuit was settled on August 8, 1996. Management does not believe
that the settlement and defense costs associated with the Lawsuit will have a
material impact on the financial condition of the Registrant.
The foregoing "Legal Proceedings" section, insofar as it relates to the
effect on the Registrant's financial condition of the settlement and defense
costs associated with the Lawsuit, contains various "forward looking
statements" within the meaning of Section 27A of the Securities Act of 1933
and Section 21E of the Securities Exchange Act of 1934, which represent the
Registrant's expectations or beliefs concerning such matter. The Registrant
cautions that the actual impact of the Lawsuit on the Registrant's financial
condition could be affected by a number of factors, including, without
limitation, the scope of insurance coverage.
Items 2 - 3. Inapplicable.
Item 4. Submission of Matters to a Vote of Security Holders.
At a Special Meeting of Stockholders of FBT Bancorp (the "Company")
held on May 2, 1996, the sole stockholder of the Company voted for the
following matter:
To adopt Amendment No. 1 to the FBT Bancorp 1995 Stock Incentive Plan:
Votes Cast For : 10,000
Votes Cast Against or Abstain : 0
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Item 5. Inapplicable.
Item 6. Exhibits and Reports on Form 8-K.
(a) EXHIBITS
(2) Plan of Reorganization and Agreement of Merger, dated as of
April 17, 1996, between Equitable Trust Savings Bank and
Fidelity Bank and Trust Company, and joined in by the
Registrant.*
(10) Amendment No. 1 to the Registrant's 1995 Stock Incentive
Plan.
(27) Financial Data Schedule.
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* Incorporated herein by reference to Exhibit 8.1 to the Registrant's
Registration Statement on Form S-4 (Commission File No. 333-2402).
(b) REPORTS ON FORM 8-K
None.
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
FBT BANCORP
Date: August 9, 1996 By: /s/ H. LYNN JUBAN
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H. Lynn Juban, President
By: /s/ DAVID W. LEE
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David W. Lee, Vice President and
Treasurer (Principal Accounting
Officer)
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EXHIBIT 10
FBT BANCORP
AMENDMENT NO. 1 TO THE
1995 STOCK INCENTIVE PLAN
Amendment No. 1 to 1995 Stock Incentive Plan of Equitable Bancshares,
Inc. is adopted effective as of May 1, 1996.
WHEREAS, the Board of Directors of Equitable Bancshares, Inc. (the
"Company") approved and adopted the 1995 Stock Incentive Plan (the "Plan") on
December 13, 1995;
WHEREAS, the sole stockholder of the Company approved and adopted the
Plan on January 24, 1996;
WHEREAS, the name of the Company was changed from "Equitable Bancshares,
Inc." to "FBT Bancorp" pursuant to an amendment to Article First of the
Company's Certificate of Incorporation, which was filed with the Secretary of
State of the State of Delaware on February 6, 1996; and
WHEREAS, the Company's Board of Directors has determined that it is in
the best interests of the Company that the Plan be amended to reduce the
number of shares of the Company's Common Stock, par value $ .01 per share, or
other securities of the Company available for issuance under the Plan, from
60,000 shares to 15,000 shares.
NOW, THEREFORE, the Plan shall be amended as follows:
1. Section 1 of the Plan is amended to delete the name "Equitable
Bancshares, Inc." and to replace it with the Company's new name "FBT Bancorp."
2. The first sentence of Section 3 of the Plan is amended to read as
follows:
"The shares of Common Stock and any other Company Security which may
be (a) sold upon the exercise of Option Rights, (b) delivered upon the
exercise of Appreciation Rights, (c) granted or sold as Restricted Stock
and released from substantial risks of forfeiture and restrictions on
transfer thereof or (d) delivered in payment of any Performance Units or
as Performance Shares (or in lieu thereof), shall not exceed in the
aggregate 15,000 shares, subject to adjustment as provided in Paragraph 10
of this Plan."
3. All other provisions of the Plan, as currently in effect, shall
remain and continue to be in full force and effect.
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