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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)
May 6, 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 (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: (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 May 6, 1998, the Registrant issued a earnings release attached as
Exhibit 99 announcing the declaration of a cash dividend and earnings for the
fourth quarter ended March 31, 1998.
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 Fourth Quarter Fiscal 1998 Earnings Release,
dated May 6, 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: May 8, 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
For Immediate Release
Date: May 6, 1998
FORT BEND HOLDING CORP.'S
FOURTH QUARTER FISCAL 1998 EARNINGS RELEASE
Ford Bend Holding Corp. ("FBHC"), parent corporation of Fort Bend
Federal Savings and Loan Association of Rosenberg ("FBF"), today announced net
earnings of $504,000, or $0.30 earnings per common share, for the fourth fiscal
quarter ended March 31, 1998. This compares to net earnings of $531,000, or
$0.32 earnings per common share, for the same quarter in fiscal 1997. Net
earnings for FBHC's fiscal year ended March 31, 1998 were $2,018,000, or $1.21
earnings per common share, as compared to $775,000, or $0.47 earnings per common
share, for the fiscal year ended March 31, 1997. Earnings per common share --
assuming dilution, for the fiscal year 1998 are $0.94 as compared to $0.46 for
the fiscal year 1997.
The significant earnings increase 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 fiscal year
ended March 31, 1997 would have been $1,760,000. Therefore, earnings excluding
this nonrecurring charge increased 15% for the fiscal year ended March 31,
1998. Also contributing to increased earnings for the fiscal year have been the
results of FBF's single family construction lending, consumer lending, loan
servicing, and the activity of FBF's subsidiary, Mitchell Mortgage Company,
L.L.C. ("MMC").
Partially offsetting the increase in earnings during fiscal 1998 has
been the noncash charge to earnings resulting from the appreciation in FBHC's
shares released from collateral on the Employee Stock Ownership Plan ("ESOP")
debt. This pretax noncash charge increased $248,000 to $383,000, which
represents $0.23 per common share outstanding, for fiscal 1998 compared to
$135,000, which represents $0.08 per common share outstanding, for fiscal 1997.
FBHC's net interest income after provision for loan losses was
$2,342,000 for the quarter ended March 31, 1998 compared to $1,877,000 for the
quarter ended March 31, 1997. Net interest income reflected an increase in
average interest-earning assets to $286 million from $266 million for the
quarters ended March 31, 1998 and 1997, respectively. The increase is primarily
due to an increase in the average loan portfolio of MMC of $24 million from $19
million for the quarter ended March 31, 1997 to $43 million for the quarter
ended March 31, 1998. Total noninterest income for the quarter ended March 31,
1998 increased by $362,000 when compared to the same period for fiscal 1997,
primarily due to an increase in loan fees and charges of MMC attributable to the
increase in the MMC loan production.
Net income and income before tax and minority interest were down in the
fourth quarter due to a variety of factors primarily, however, due to two
infrequent items. One of these is higher than normal amortization of purchased
mortgage servicing rights. This is attributable to mortgage prepayments
resulting from declining interest rates during the quarter. The other is that
during the fourth quarter of fiscal 1997 FBF recorded an approximate $200,000
gain on the sale of foreclosed real estate. Since that time FBHC has had no
significant foreclosed real estate due to continuing favorable loan loss
experience.
Because of the Company's 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 March 31, 1998. The dividend is payable on June 3, 1998 to
shareholders of record on May 13, 1998. This is the Company's eighteenth
consecutive quarterly cash dividend.
On August 21, 1997, FBHC declared a 2-for-1 stock split, payable October
1, 1997. All shares and per share numbers have been changed to reflect such
split.
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.
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL CONDITION
(UNAUDITED)
<TABLE>
<CAPTION>
ASSETS MARCH 31, 1998 MARCH 31, 1997
<S> <C> <C>
Cash and due from banks $ 6,259,939 $ 6,369,675
Short-term investments 20,483,775 14,220,516
Certificates of deposit 300,000 200,000
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TOTAL CASH AND CASH EQUIVALENTS 27,043,714 20,790,191
Investment securities available for sale, at market 2,962,320 2,810,270
Investment securities held to maturity (estimated market value of
$8,983,551 and $10,789,440 at March 31, 1998 and
March 31, 1997, respectively) 9,243,525 11,234,763
Mortgage-backed securities available for sale, at market 281,901 520,869
Mortgage-backed securities held to maturity (estimated market
value of $83,221,586 and $96,684,430 at March 31, 1998
and March 31, 1997, respectively) 82,815,048 97,084,501
Loans held for sale 12,920,011 2,660,415
Loans receivable, net 160,062,098 138,227,705
Accrued interest receivable 1,827,267 1,816,415
Real estate, net 104,242 470,996
Federal Home Loan Bank stock, at cost 1,508,900 1,933,000
Premises and equipment, net 4,738,238 4,970,011
Mortgage servicing rights, net 7,603,486 7,537,571
Prepaid expenses and other assets 4,134,358 3,398,198
Deferred income taxes 105,179 305,961
Goodwill, net 1,256,259 1,319,232
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TOTAL ASSETS $316,606,546 $295,080,098
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LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Deposits $268,990,525 $250,218,152
Convertible Subordinated Debentures 11,405,000 12,080,000
Borrowings 3,985,223 4,226,676
Advances from borrowers for taxes and insurance 4,619,011 4,750,945
Accounts payable, accrued expenses and other liabilities 3,646,248 2,868,177
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TOTAL LIABILITIES 292,646,007 274,143,950
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Minority interest in consolidated subsidiary 2,556,167 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,
1,899,654 shares issued and 1,723,306 shares outstanding at
March 31,1998 and 1,820,950 shares issued and 1,644,602
shares outstanding at March 31, 1997 18,996 18,209
Additional paid-in capital 9,927,373 8,695,882
Unearned employee stock ownership plan shares (118,078) (307,125)
Deferred compensation (83,050) (82,324)
Net unrealized appreciation (depreciation) on available for
sale securities 7,418 (6,107)
Retained earnings (substantially restricted) 13,108,214 11,565,900
Treasury stock, at cost - 176,348 shares (1,456,501) (1,456,501)
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TOTAL STOCKHOLDERS' EQUITY 21,404,372 18,427,934
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $316,606,546 $295,080,098
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</TABLE>
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FORT BEND HOLDING CORP.
CONDENSED CONSOLIDATED STATEMENT OF INCOME
FOR THE YEARS ENDED MARCH 31, 1998, 1997 AND 1996
(UNAUDITED)
<TABLE>
<CAPTION>
INTEREST INCOME: 1998 1997 1996
<S> <C> <C> <C>
Loans $ 13,549,068 $ 10,251,364 $ 7,375,117
Short-term investments 1,363,948 809,779 544,684
Investment securities 839,223 779,993 778,603
Mortgage-backed securities 5,961,904 6,924,939 7,718,765
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TOTAL INTEREST INCOME 21,714,143 18,766,075 16,417,169
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INTEREST EXPENSE:
Deposits 11,028,451 10,025,946 9,293,724
Borrowings 1,297,382 1,372,403 729,979
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TOTAL INTEREST EXPENSE 12,325,833 11,398,349 10,023,703
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NET INTEREST INCOME BEFORE PROVISION FOR LOAN LOSSES 9,388,310 7,367,726 6,393,466
PROVISION FOR LOAN LOSSES 95,980 324,000 123,053
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NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 9,292,330 7,043,726 6,270,413
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NONINTEREST INCOME:
Loan fees and charges 3,296,427 659,331 322,207
Loan servicing income, net 1,178,277 815,466 338,183
Service charges on deposit accounts 883,470 757,027 599,287
Gain on sale of loans 870,127 567,776 313,438
Other income 651,728 555,486 324,034
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TOTAL NONINTEREST INCOME 6,880,029 3,355,086 1,897,149
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NONINTEREST EXPENSES:
Compensation and benefits 6,889,664 4,176,074 2,955,567
Employee stock ownership plan expense 519,276 237,152 152,396
Office occupancy and equipment 1,791,009 1,121,085 656,541
Federal insurance premiums 165,827 406,877 465,421
Data processing fees 568,862 292,887 192,066
Savings Association Insurance Fund Assessment --- 1,492,686 ---
Insurance and surety bond expense 144,375 143,196 126,352
Real estate operations, net (54,398) (213,127) (18,029)
Other 2,661,658 1,546,272 1,036,783
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TOTAL NONINTEREST EXPENSES 12,686,273 9,203,102 5,567,097
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INCOME BEFORE INCOME TAX AND MINORITY INTEREST 3,486,086 1,195,710 2,600,465
INCOME TAX PROVISION 1,095,247 363,009 913,429
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NET INCOME BEFORE MINORITY INTEREST 2,390,839 832,701 1,687,036
MINORITY INTEREST IN NET INCOME OF SUBSIDIARY 372,822 57,928 ---
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NET INCOME $ 2,018,017 $ 774,773 $ 1,687,036
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EARNINGS PER COMMON SHARE $ 1.21 $ 0.47 $ 1.00
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EARNINGS PER COMMON SHARE - ASSUMING DILUTION $ 0.94 $ 0.46 $ 0.91
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DIVIDENDS PER COMMON SHARE $ 0.285 $ 0.14 $ 0.14
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</TABLE>
