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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.
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(Exact name of Registrant as specified in its Charter)
DELAWARE 0-21328 76-0391720
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(State or other (Commission File No.) (IRS Employer
jurisdiction of Identification
incorporation) Number)
3400 AVENUE H, ROSENBERG, TEXAS 77471-3808
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (713) 342-5571
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(Former name or former address, if changed since last report)
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Item 5. Other Events
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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
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(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
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EXHIBIT
NUMBER DESCRIPTION
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99 Earnings release, dated September 30, 1996
3
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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
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Lane Ward
Vice Chairman, President and
Chief Executive Officer
4
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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.
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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".
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FORT BEND HOLDING CORP.
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL CONDITION
(UNAUDITED)
<TABLE>
<CAPTION>
SEPTEMBER 30, MARCH 31,
ASSETS 1996 1996
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<S> <C> <C>
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
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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-
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Total assets $281,694,382 $244,168,633
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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
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Total liabilities 264,297,771 226,596,262
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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)
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Total stockholders' equity 17,396,611 17,572,371
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Total liabilities and stockholders'
equity $281,694,382 $244,168,633
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</TABLE>
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FORT BEND HOLDING CORP.
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
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1996 1995 1996 1995
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<S> <C> <C> <C> <C>
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
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TOTAL INTEREST INCOME 4,579,617 4,045,465 8,874,956 8,050,279
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INTEREST EXPENSE:
Deposits 2,467,155 2,334,249 4,787,306 4,583,685
Borrowings 335,644 115,159 665,694 252,071
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TOTAL INTEREST EXPENSE 2,802,799 2,449,408 5,453,000 4,835,756
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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
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NET INTEREST INCOME AFTER
PROVISION FOR LOAN LOSSES 1,733,818 1,578,057 3,353,956 3,169,470
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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
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TOTAL NONINTEREST INCOME 697,998 487,370 1,310,134 944,662
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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
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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
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NET INCOME (LOSS) $ (578,831) $ 440,954 $ (173,112) $ 844,009
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PRIMARY EARNINGS (LOSS) PER COMMON
SHARE $ (0.69) $ 0.50 $ (0.21) $ 0.96
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FULLY DILUTED EARNINGS (LOSS) PER
COMMON SHARE $ (0.29) $ 0.50 $ 0.12 $ 0.96
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DIVIDENDS PER COMMON SHARE $ 0.07 $ 0.07 $ 0.07 $ 0.14
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</TABLE>
