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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)
January 27, 1998
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 jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification 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: (281) 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 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
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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 Third Quarter Fiscal 1998 Earnings Release,
dated January 27, 1998
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: February 2, 1998 By: /s/ Lane Ward
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Lane Ward
Vice Chairman, President and
Chief Executive Officer
4
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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.
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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
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FORT BEND HOLDING CORP.
CONSOLIDATED STATEMENT OF FINANCIAL CONDITION
(UNAUDITED)
<TABLE>
<CAPTION>
ASSETS DECEMBER 31, 1997 MARCH 31, 1997
<S> <C> <C>
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
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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
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TOTAL ASSETS $ 302,728,255 $ 295,080,098
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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
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TOTAL LIABILITIES 279,593,851 274,143,950
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Minority interest in consolidated subsidiary 2,642,878 2,508,214
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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)
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TOTAL STOCKHOLDERS' EQUITY 20,491,526 18,427,934
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 302,728,255 $ 295,080,098
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</TABLE>
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FORT BEND HOLDING CORP.
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
DECEMBER 31, DECEMBER 31,
1997 1996 1997 1996
<S> <C> <C> <C> <C>
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
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TOTAL INTEREST INCOME 5,405,416 4,845,269 16,288,128 13,720,225
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INTEREST EXPENSE:
Deposits 2,826,982 2,643,474 8,282,277 7,430,780
Borrowings 317,046 329,035 977,898 994,729
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TOTAL INTEREST EXPENSE 3,144,028 2,972,509 9,260,175 8,425,509
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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
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NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 2,261,388 1,812,760 6,949,973 5,166,716
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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
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TOTAL NONINTEREST INCOME 1,991,913 720,175 5,045,796 1,883,272
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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
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TOTAL NONINTEREST EXPENSES 3,340,625 1,940,058 9,333,521 6,742,423
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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
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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 --
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NET INCOME $ 491,521 $ 417,168 $ 1,514,005 $ 244,056
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EARNINGS PER COMMON SHARE $ 0.30 $ 0.25 $ 0.91 $ 0.15
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EARNINGS PER COMMON SHARE - ASSUMING DILUTION $ 0.23 $ 0.21 $ 0.71 $ 0.14
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DIVIDENDS PER COMMON SHARE $ 0.10 $ 0.04 $ 0.19 $ 0.11
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</TABLE>
