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, 2001
[ ] Transition report under Section 13 or 15(d) of the Exchange Act
for the transition period from _______________ to
Commission File No. 0-30483
DUTCHFORK BANCSHARES, INC.
--------------------------
(Exact name of Small Business Issuer as Specified in its Charter)
Delaware 57-1094236
-------- ----------
State of Incorporation I.R.S. Employer Identification
1735 Wilson Road, Newberry, South Carolina 29108
------------------------------------------------
(Address of Principal Executive Office)
(803) 321-3200
--------------
(Issuer's Telephone Number, Including Area Code)
----------------------
(Former Name, Former Address and Former Fiscal Year,
if Changed Since Last Report)
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date:
1,444,050 shares of common stock, par value $0.01 per share, were
issued and outstanding as of July 31, 2001.
Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]
1
Page
----
PART I - FINANCIAL INFORMATION
Item 1: Financial Statements
Consolidated Balance Sheet at June 30, 2001 and September 30, 2000 4
Consolidated Statements of Income for the Three Months Ended June 30,
2001 and 2000 and the Nine Months Ended June 30, 2001 and 2000 6
Consolidated Statements of Comprehensive Operations for the Three
Months Ended June 30, 2001 and 2000 and the Nine Months Ended
June 30, 2001 and 2000 7
Consolidated Statements of Changes in Stockholders' Equity for
the Nine Months Ended June 30, 2001 8
Consolidated Statements of Cash Flows for the Nine Months Ended June
30, 2001 and 2000 9
Notes to Consolidated Financial Statements 11
Item 2: Management's Discussion and Analysis of Results of Operations and
Financial Condition 13
PART II - OTHER INFORMATION
Item 1: Legal Proceedings 19
Item 2: Changes in Securities and Use of Proceeds 19
Item 3: Defaults upon Senior Securities 19
Item 4: Submission of Matters to a Vote of Security Holders 19
Item 5: Other Information 19
Item 6: Exhibits and Reports on Form 8-K 20
2
PART I
FINANCIAL INFORMATION
Item 1. Financial Statements
The financial statements of DutchFork Banchshares, Inc. (the "Company"
or "DutchFork Bancshares") are set forth in the following pages.
3
DutchFork Bancshares, Inc.
and Subsidiaries
Consolidated Balance Sheets
June 30, September 30,
2001 2000
------------ ------------
(unaudited) (unaudited)
Assets
Cash and cash equivalents $ 6,168,954 $ 2,834,538
Investments and mortgage-backed securities:
Available-for-sale:
Investments (cost of $48,208,480 and
$27,429,604 at June 30, 2001 and
September 30, 2000, respectively) 47,828,667 24,772,470
Mortgage-backed securities (cost of
$106,477,898 and $110,102,612 at
June 30, 2001 and September 30,
2000, respectively) 105,723,377 105,965,236
Held-to-maturity:
Investments (fair value of
$50,000 and $1,141,000 at
June 30, 2001 and September 30,
2000, respectively) 50,000 1,141,000
Mortgage-backed securities (fair
value of $3,525,894 and $3,493,114
at June 30, 2001 and September 30,
2000, respectively) 3,551,502 3,874,486
Loans receivable 70,413,895 78,307,565
Repossessed assets -- 22,246
Premises, furniture and equipment, net 4,500,946 3,600,824
Accrued interest receivable:
Loans and mortgage-backed securities 584,825 560,940
Investments and other property 550,161 925,279
Prepaid assets 591,328 351,971
Prepaid income tax and tax refunds
receivable -- 43,600
Deferred tax asset 557,628 566,355
Other 724,191 1,101,479
------------ ------------
Total assets $241,245,474 $224,067,989
============ ============
4
DutchFork Bancshares, Inc.
and Subsidiaries
Consolidated Balance Sheets (continued)
June 30, September 30,
2001 2000
------------- -------------
(unaudited) (unaudited)
Liabilities and stockholders' equity
Liabilities:
Deposit accounts $ 141,202,295 $ 147,730,669
Federal Home Loan Bank advances 60,000,000 35,000,000
Other borrowings (41) 2,755,000
Advances from borrowers for taxes
and insurance 52,324 60,727
Accrued income taxes payable 1,982,926 838,707
Accounts payable - securities -- 4,785,938
Accounts payable -- 21,837
Accrued expenses 696,321 655,789
Accrued interest payable 637,614 860,231
Other 106,145 63,576
------------- -------------
Total liabilities 204,677,584 192,772,474
------------- -------------
Commitments and contingencies -- --
Stockholders' equity:
Preferred stock, $.01 par value, 500,000 shares
authorized and unissued -- --
Common stock, $.01 par value,
4,000,000 shares authorized, 1,560,550 issued
and outstanding at June 30, 2001 and September 30,
2000 15,605 15,605
Additional paid-in capital 14,575,179 14,554,183
Retained earnings, substantially restricted 25,061,345 22,180,461
Accumulated other comprehensive income (loss) (701,649) (4,216,676)
Unallocated and unearned incentive plan shares
(62,422 shares) (1,173,176) --
Unearned employee stock ownership plan shares (1,209,414) (1,238,058)
------------- -------------
Total stockholders' equity 36,567,890 31,295,515
------------- -------------
Total liabilities and stockholders' equity $ 241,245,474 $ 224,067,989
============= =============
5
DutchFork Bancshares, Inc.
and Subsidiaries
Consolidated Statements of Income
Three Months Ended Nine Months Ended
June 30, June 30,
2001 2000 2001 2000
----------- ----------- ----------- -----------
(unaudited) (unaudited) (unaudited) (unaudited)
Interest income:
Loans receivable $ 1,422,616 $ 1,574,193 $ 4,632,979 $ 4,571,243
Investments 282,102 267,758 534,424 888,024
Mortgage-backed and related securities 2,068,745 1,981,300 6,562,843 5,798,964
Other interest-earning assets 47,398 50,688 145,348 161,381
----------- ----------- ----------- -----------
Total interest income 3,820,861 3,873,939 11,875,594 11,419,612
----------- ----------- ----------- -----------
Interest expense:
Interest expense on deposit accounts 1,577,664 1,733,700 5,132,868 5,032,350
Federal Home Loan Bank advances 670,555 548,581 1,674,055 1,574,819
Other borrowings 14,910 51,257 63,578 143,586
----------- ----------- ----------- -----------
Total interest expense 2,263,129 2,333,538 6,870,501 6,750,755
----------- ----------- ----------- -----------
Net interest income 1,557,732 1,540,401 5,005,093 4,668,857
Provision for loan losses -- 30,000 41,000 295,000
----------- ----------- ----------- -----------
Net interest income after
provision for loan losses 1,557,732 1,510,401 4,964,093 4,373,857
----------- ----------- ----------- -----------
Noninterest income:
Loan servicing fees 59,720 42,214 118,022 133,638
Bank service charges 141,981 179,291 502,076 516,152
Gain on sales of securities 238,706 12,686 1,215,875 21,686
Gain on sale of branch -- -- 1,828,762 --
Other 47,378 21,129 318,790 109,551
----------- ----------- ----------- -----------
Total noninterest income 487,785 255,320 3,983,525 781,027
----------- ----------- ----------- -----------
Noninterest expense:
Salaries and employee benefits 696,985 517,170 2,026,379 1,591,293
Occupancy 52,624 69,000 157,871 219,511
Equipment 74,136 106,037 222,407 311,948
Marketing 34,131 52,245 91,355 131,369
Other 530,991 446,541 1,729,141 1,299,593
----------- ----------- ----------- -----------
Total noninterest expense 1,388,867 1,190,993 4,227,153 3,553,714
----------- ----------- ----------- -----------
Income before income taxes 656,650 574,728 4,720,465 1,601,170
Income taxes 214,055 229,893 1,839,581 640,470
----------- ----------- ----------- -----------
Net income $ 442,595 $ 344,835 $ 2,880,884 $ 960,700
=========== =========== =========== ===========
Net income per share (basic) $ .28 N/A $ 1.85 N/A
=========== =========== =========== ===========
Net income per share (diluted) $ .28 N/A $ 1.85 N/A
=========== =========== =========== ===========
6
DutchFork Bancshares, Inc.
and Subsidiaries
Consolidated Statements of Comprehensive Operations
Three Months Ended Nine Months Ended
June 30, June 30,
2001 2000 2001 2000
---------- ---------- ---------- ----------
Net income $ 442,595 $ 344,835 $2,880,884 $ 960,700
Other comprehensive income (loss), net of tax:
Unrealized gains (losses) arising during
the period, net of tax effect of
$279,479, $147,107, $2,150,448 and
$508,468 for the three months ended
June 30, 2001 and 2000 and the nine
months ended June 30, 2001 and
2000, respectively (457,159) (240,655) 3,515,027 (831,779)
---------- ---------- ---------- ----------
Comprehensive income (loss) $ (14,564) $ 104,180 $6,395,911 $ 128,921
========== ========== ========== ==========
7
DutchFork Bancshares, Inc.
and Subsidiaries
Consolidated Statements of Changes in Stockholders' Equity
Nine Months Ended June 30, 2001
Unallocated and
Employee Stock Unearned
Number of Additional Retained Ownership Incentive
Shares Common Stock Paid-in Capital Earnings Plan Loan Plan Shares
--------- ----------- ------------ ------------- ------------- ------------
Balance at September 30, 2000 1,560,550 $ 15,605 $ 14,554,183 $ 22,180,461 $ (1,238,058) $ -
Net income 2,880,884
Release of 887 ESOP shares 20,996 28,644
Purchase of shares for
Incentive Plan (1,173,176)
Change in net unrealized
depreciation on investments
available for sale (net of
deferred and current income
taxes of $2,150,448)
--------- ----------- ------------ ------------- ------------- ------------
Balance at June 30, 2001 1,560,550 $ 15,605 $ 14,575,179 $ 25,061,345 $ (1,209,414) $ (1,173,176)
========= =========== ============ ============= ============= ============
Accumulated
Other Total
Comprehensive Stockholders'
Income (Loss) Equity
------------- ------
Balance at September 30, 2000 $ (4,216,676) $ 31,295,515
Net income 2,880,884
Release of 887 ESOP shares 49,640
Purchase of shares for
Incentive Plan (1,173,176)
Change in net unrealized
depreciation on investments
available for sale (net of
deferred and current income
taxes of $2,150,448) 3,515,027 3,515,027
------------- -------------
Balance at June 30, 2001 $ (701,649) $ 36,567,890
============= =============
8
DutchFork Bancshares, Inc.
and Subsidiaries
Consolidated Statements of Cash Flows
Nine Months Ended June 30,
2001 2000
----------- -----------
(unaudited) (unaudited)
Operating Activities
Net income $ 2,880,884 $ 960,701
Adjustments to reconcile net income to net cash
provided (used) by operating activities:
Depreciation 184,952 175,598
Provision for losses 41,000 295,000
(Gain) loss on sales of investments and mortgage-
backed securities (2,172,894) (21,686)
Net (gain) loss on sales on loans (38,881) (482)
(Gain) on sale of branch (1,828,762) --
Increase (decrease) in deferred loan origination fees 288 3,189
Proceeds from sales of investments held for trading 5,600,000 --
Purchases of investments held for trading (6,000,000) --
Amortization of premiums (discounts) on investments,
mortgage-backed securities and loans (1,078,180) (629,652)
Decrease (increase) in accrued interest receivable 351,233 1,314,707
Decrease (increase) in prepaid and other assets 181,531 (598,830)
Decrease (increase) in deferred tax asset 10,726 (3,120)
Increase (decrease) in accrued interest payable (222,617) 192,742
Increase (decrease) in accounts payable and accrued
expenses (5,358,202) 2,452,151
Increase (decrease) in other liabilities (398,384) 17,880
Origination of loans held for sale -- (920,850)
Proceeds from sales of loans held for sale -- 147,132
----------- -----------
Net cash provided (used) by operating activities (7,847,306) 3,384,480
----------- -----------
9
DutchFork Bancshares, Inc.
and Subsidiaries
Consolidated Statements of Cash Flows (continued)
Nine Months Ended June 30,
2001 2000
------------- -------------
(unaudited) (unaudited)
Investing Activities
Principal payments on mortgage-backed securities 30,050,211 8,520,115
Decrease in deposits and accrued interest due to sale
of branch (13,295,590) --
Proceeds from maturities of securities 828,179 --
Purchases of available-for-sale securities (156,733,117) (27,295,841)
Proceeds from sales of available-for-sale securities 113,815,602 9,602,919
Net (increase) decrease in loans receivable (3,751,137) (1,638,977)
Proceeds from sales of repossessed assets 22,246 --
Proceeds from sales of branch assets 1,772,346 --
Proceeds from sales of loans 11,642,400 --
Proceeds from disposal of premises, furniture and equipment 16,632 --
Purchases of premises, furniture and equipment (1,045,290) (123,238)
------------- -------------
Net cash provided (used) by investing activities (16,677,518) (10,935,022)
------------- -------------
Financing Activities
Net increase (decrease) in deposit accounts 6,767,216 33,307,674
Proceeds from Federal Home Loan Bank advances 25,000,000 33,500,000
Payments on Federal Home Loan Bank advances and
other borrowings -- (37,740,000)
Proceeds from other borrowings 40,035,041 30,825,000
Repayments of other borrowings (42,790,082) (38,205,000)
Purchase of shares for Incentive Plan (1,173,176) --
Repayment of ESOP loan 18,867 --
Release of ESOP shares 9,777 --
Increase (decrease) in advances from borrowers for
taxes and insurance (8,403) (23,492)
------------- -------------
Net cash provided by financing activities 27,859,240 21,664,182
------------- -------------
Net increase (decrease) in cash and cash equivalents 3,334,416 14,113,640
Cash and cash equivalents at beginning of year 2,834,538 3,256,053
------------- -------------
Cash and cash equivalents at end of year $ 6,168,954 $ 17,369,693
============= =============
Supplemental Disclosures of Cash Flow Information:
Cash paid (received) during the year for:
Interest $ 4,709,574 $ 6,558,013
Taxes $ 3,497,880 $ (1,514,659)
10
DutchFork Bancshares, Inc.
Notes to Financial Statements
June 30, 2001
Note 1 - Organization
------------
DutchFork Bancshares, Inc. (the "Company") was incorporated under the
laws of Delaware in February 2000 for the purpose of serving as the holding
company of Newberry Federal Savings Bank ("Newberry Federal" or the "Bank") as
part of the Bank's conversion from the mutual to stock form of organization. The
conversion, completed on July 5, 2000, resulted in the Company issuing an
aggregate of 1,560,550 shares of its common stock, par value $.01 per share, at
a price of $10 per share. Prior to the conversion, the Company had not engaged
in any material operations and had no assets or income. The Company is a savings
and loan holding company and subject to regulation by the Office of Thrift
Supervision and the Securities and Exchange Commission.
Note 2 - Accounting Principles
---------------------
The accompanying unaudited financial statements of the Company have
been prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-QSB and of
Regulation S-B. Accordingly, the financial statements do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all adjustments
(consisting of a normal recurring nature) considered necessary for a fair
presentation have been included. Operating results for the three months ended
June 30, 2001 are not necessarily indicative of the results that may be expected
for the current fiscal year.
Note 3 - Earnings Per Share
------------------
Basic earnings per share for the three months and nine months ended
June 30, 2001 were calculated based upon 1,560,550 shares outstanding during the
period. The impact of dilution was less than $.01 per share, and therefore the
amounts were the same as basic earnings per share. No earnings per share amounts
have been presented for the three months and nine months ended June 30, 2000,
since no shares were outstanding during the periods presented.
Note 4 - Stock Options and Awards
------------------------
At June 30, 2001, stock options for 109,240 shares at an exercise price
of $16.4375 per share were outstanding to directors and executive officers.
These options vest over five years.
At June 30, 2001, 43,696 shares of restricted stock had been awarded to
executive officers and directors under the 2001 Stock-Based Incentive Plan.
These shares vest at the rate of 20% per year over five years. The value of the
shares will be expensed as additional compensation over the periods the shares
vest. At June 30, 2001, 62,422 shares had been purchased at a cost of $1,173,176
for the 2001 Stock-Based Incentive Plan for the shares awarded and for
additional shares that may be awarded under the Plan. Compensation expense under
the Plan was $152,243 for the three months ended June 30, 2001 and $208,009 for
the nine months ended June 30, 2001.
11
Note 5 - Stock Repurchase
----------------
The Board has approved the repurchase of up to 157,000 shares of stock of
the Company. During July 2001, the Company repurchased 116,500 shares at a total
cost of $2,550,835.
12
Item 2. Management's Discussion and Analysis of Results of Operations
and Financial Condition
Forward Looking Statements
- --------------------------
This report contains forward looking statements that are based on
assumptions and describe future plans, strategies and expectations of DutchFork
Bancshares and its wholly owned subsidiary, Newberry Federal. These forward
looking statements are generally identified by use of the words "believe",
"expect", "intend", "anticipate", "estimate", "project" or similar expressions.
DutchFork Bancshares and Newberry Federal's ability to predict results or the
actual effect of future plans or strategies is inherently uncertain. Factors
which could have a material adverse effect on the operations of DutchFork
Bancshares and Newberry Federal include, but are not limited to, changes in
interest rates, general economic conditions, legislative/regulatory changes,
monetary and fiscal policies of the U.S. Reserve Board, the quality and
composition of the loan or investment portfolios, demand for loan products,
deposit flow, competition, demand for financial services in and DutchFork
Bancshares' and Newberry Federal's market area and accounting principles. A
major factor affecting the performance of DutchFork Bancshares is rapid changes
in market interest rates. Such market conditions could have adverse effects on
earnings and capital. Non-interest income year-to-date has been significant due
to rapid repayments on discounted securities. This condition may not occur in
the future. Reinvestment opportunities can be adversely affected if rates
continue on the current downward trend or increase rapidly as the cost of funds
may not move laterally with investment rates.
13
Comparison of Financial Condition at June 30, 2001 and September 30, 2000:
Total assets increased by $17.1 million from $224.1 million at
September 30, 2000 to $241.2 million at June 30, 2001, primarily as a result of
a $23.1 million increase in investments available for sale.
At June 30, 2001, total equity was $36.6 million, after a $0.7 million
unrealized loss, net of taxes, on the investment and mortgage-backed securities
portfolios classified as available-for-sale. This compares with total equity at
September 30, 2000 of $31.3 million, after a $4.2 million unrealized loss, net
of taxes, on the investment and mortgage-backed securities portfolios classified
as available-for-sale.
During the nine months ended June 30, 2001, the market values of
investments and mortgage-backed securities increased by $21.8 million, and after
the tax effect of $2.2 million, equity increased by $3.5 million from this
increase in market values.
Comparison of Operating Results for the Three Months Ended June 30, 2001 and
June 30, 2000:
Net Income
- ----------
Net income for the three months ended June 30, 2001 increased by
$98,000 to $443,000 when compared to the same period for the prior year. Net
interest income, after the provision for loan losses, increased by $17,000, and
non-interest income increased by $233,000, with these increases in income being
partially offset by an increase in non-interest expense and income taxes of
$182,000.
Net Interest Income
- -------------------
Net interest income increased from $1.5 million for the three months
ended June 30, 2000 to $1.6 million for the same period in 2001.
Provision for Loan Losses
- -------------------------
The provision for loan losses for the three months ended June 30, 2001
was $0, compared to $30,000 for the same period in 2000. The allowance was
carefully evaluated and determined to be adequate at its current level based
upon current market trends. Although management uses the best information
available, future adjustments to the allowance may be necessary due to changes
in economic, operating, regulatory and other conditions that may be beyond the
Company's control. While the Company maintains its allowance for loan losses at
a level which it considers adequate to provide for estimated losses, there can
be no assurance that further additions will not be made to the allowance for
loan losses and that actual losses will not exceed estimated losses.
14
Non-Interest Income
- -------------------
Non-interest income increased by $233,000, primarily as a result of
$226,000 in gains on the sale of securities.
Non-Interest Expense
- --------------------
Non-interest expense increased from $1.2 million for the three months
ended June 30, 2000 to $1.4 million for the three months ended June 30, 2001.
The increase was primarily a result of increases in compensation and benefits of
$180,000 due to expenses associated with the implementation of the DutchFork
Bancshares, Inc. 2001 Stock-Based Incentive Plan and ESOP, expenses relating to
public company reporting requirements and costs related to interest rate caps
and floors. The cost of the interest rate caps and floors are due to efforts to
limit exposure to the changing interest rate environment.
Comparison of Operating Results for the Nine Months Ended June 30, 2001 and June
30, 2000:
Net Income
- ----------
Net income for the nine months ended June 30, 2001 increased by
$1,920,000 to $2,881,000 when compared to the same period for the prior year.
Net interest income, after the provision for loan losses, increased by $590,000,
and non-interest income increased by $3,203,000, with these increases in income
being partially offset by an increase in non-interest expense and income taxes
of $1,873,000. The increase in non-interest income was partially due to a
$1,829,000 gain on the sale of the branch.
Net Interest Income
- -------------------
Net interest income increased from $4.7 million for the nine months
ended June 30, 2000 to $5.0 million for the same period in 2001.
Provision for Loan Losses
- -------------------------
The provision for loan losses for the nine months ended June 30, 2001
was $41,000, compared to $295,000 for the same period in 2000. The allowance was
increased in 2000 for various economic factors, including rising interest rates
and rising energy prices, that were anticipated to impact the loan portfolio.
The allowance was carefully evaluated and determined to be adequate at its
current level based upon current market trends. Although management uses the
best information available, future adjustments to the allowance may be necessary
due to changes in economic, operating, regulatory and other conditions that may
be beyond the Company's control. While the Company maintains its allowance for
loan losses at a level which it considers adequate to provide for estimated
losses, there can be no assurance that further additions will not be made to the
allowance for loan losses and that actual losses will not exceed estimated
losses.
15
Non-Interest Income
- -------------------
Non-interest income increased by $3,203,000, primarily as a result of
$1,194,000 in gains on the sale of securities, a gain of $1,829,000 on the
branch sale, and a gain of $150,000 on the sale of loan servicing.
Non-Interest Expense
- --------------------
Non-interest expense increased from $3.6 million for the nine months
ended June 30, 2000 to $4.2 million for the nine months ended June 30, 2001. The
increase was primarily a result of increases in compensation and benefits of
$435,000 due to expenses associated with the implementation of the DutchFork
Bancshares, Inc. 2001 Stock-Based Incentive Plan and ESOP, expenses relating to
public company reporting requirements and costs related to interest rate caps
and floors. The cost of the interest rate caps and floors are due to efforts to
limit exposure to the changing interest rate environment.
Liquidity and Capital Resources
- -------------------------------
Management believes that the Company's liquidity remains adequate to
meet operating, investment and loan funding requirements. Cash and cash
equivalents, along with investments and mortgage-backed securities available for
sale represented 67.7% of assets at June 30, 2001.
Liquidity management is both a daily and long-term responsibility of
management. The Company adjusts its investments in liquid assets based upon
management's assessment of expected loan demand, expected deposit flows, yields
available on interest-earning deposits and investment securities and the
objectives of its asset/liability management program. Excess liquid assets are
invested generally in interest-earning overnight deposits and short- and
intermediate-term U.S. Government and agency obligations and mortgage-backed
securities. If the Company requires funds beyond its ability to generate them
internally, it has additional borrowing capacity with the Federal Home Loan Bank
of Atlanta.
The desired level of liquidity for the Company is determined by
management in conjunction with the Asset/Liability Committees of the Bank. The
level of liquidity is based on management's strategic direction for the
Company's commitments to make loans and the Committees' assessment of the Bank's
ability to generate funds. Historically, sources of liquidity have included net
deposits to savings accounts, amortization and prepayments of loans, Federal
Home Loan Bank advances, reverse repurchase agreements and sales of securities
and loans held for sale.
The Bank is subject to various regulatory capital requirements imposed
by the Office of Thrift Supervision. At June 30, 2001, the Bank was in
compliance with all applicable capital requirements to date, but interest rate
changes could create adverse effects on the Bank's capital status.
16
Newberry Federal Savings Bank
Yields on Average Interest Earning Assets and Rates
On Average Interest Bearing Liabilities
(In Thousands)
Three Months Ended June 30, Three Months Ended June 30,
2001 2000
---- ----
Average Yield/ Average Yield/
Balance Interest Rate Balance Interest Rate
------- -------- ---- ------- -------- ----
Interest earning assets:
Loans receivable $ 69,678 $1,423 8.17% $ 76,776 $ 1,574 8.20%
Interest-bearing deposits 794 13 6.55% 1,076 14 5.20%
Investment securities 42,039 212 6.43% 23,748 286 4.82%
Mortgage-backed securities 112,568 2,069 6.48% 108,601 1,981 7.30%
Federal funds sold 848 70 33.02% 4,757 18 1.51%
Other 3,995 33 3.30% 137 1 2.92%
---------- ------ ---- ---------- --------- ----
Total interest earning assets 229,922 3,820 6.65% 215,095 3,874 7.20%
Non-interest earning assets 5,969 9,552
---------- ----------
Total assets $ 235,891 $ 224,647
========== ==========
Interest bearing liabilities:
Deposits:
Passbook accounts $ 14,682 $ 17,401
NOW and Money Market
accounts 26,896 38,229
Certificates of deposit 94,945 101,949
---------- ----------
Total deposits 136,523 1,577 4.62% 157,579 1,734 4.40%
Federal Home Loan Bank
advances 60,000 670 4.47% 35,000 549 6.27%
Other borrowings - 15 N/A 13,171 51 1.55%
---------- ------ ---- ---------- --------- ----
Total interest bearing
liabilities 196,523 2,262 4.60% 205,750 2,334 4.54%
Non-interest bearing liabilities 4,951 2,439
---------- ----------
Total liabilities 201,474 208,189
Total equity 34,417 16,458
---------- ----------
Total liabilities and equity $ 235,891 $ 224,647
========== ==========
Net interest-earning assets $ 1,558 2.04% $ 1,540 2.67%
Net interest margin as a percentage
of interest-earning assets 2.71% 2.86%
17
Newberry Federal Savings Bank
Yields on Average Interest Earning Assets and Rates
On Average Interest Bearing Liabilities
(In Thousands)
Nine Months Ended June 30, Nine Months Ended June 30,
2001 2000
Average Yield/ Average Yield/
Balance Interest Rate Balance Interest Rate
------- -------- ---- ------- -------- ----
Interest earning assets:
Loans receivable $ 72,148 $ 4,633 8.56% $ 75,863 $ 4,571 8.03%
Interest-bearing deposits 818 37 6.03% 1,556 57 4.88%
Investment securities 28,907 2,442 11.26% 23,353 971 5.54%
Mortgage-backed securities 110,789 4,563 5.49% 106,778 5,799 7.24%
Federal funds sold 1,869 92 6.56% 1,586 18 1.51%
Other 3,251 108 4.43% 135 3 2.96%
---------- ------- ------ ---------- --------- ------
Total interest earning assets 217,782 11,875 7.27% 209,271 11,419 7.28%
Non-interest earning assets 7,169 11,011
---------- ----------
Total assets $ 224,951 $ 220,282
========== ==========
Interest bearing liabilities:
Deposits:
Passbook accounts $ 15,148 $ 17,448
NOW and Money Market
accounts 28,512 31,841
Certificates of deposit 96,134 102,977
---------- ----------
Total deposits 139,794 5,133 4.90% 152,266 5,032 4.41%
Federal Home Loan Bank
advances 43,333 1,674 5.15% 35,389 1,575 5.93%
Other borrowings 2,522 63 3.33% 10,456 144 1.84%
---------- ------- ---- ------ --------- ------
Total interest bearing
liabilities 185,649 6,870 4.93% 198,111 6,751 4.54%
Non-interest bearing liabilities 5,157 5,619
---------- ----------
Total liabilities 190,806 203,730
Total equity 34,145 16,552
---------- ----------
Total liabilities and equity $ 224,951 $ 220,282
========== ==========
Net interest-earning assets $ 5,005 2.34% $ 4,668 2.73%
Net interest margin as a percentage
of interest-earning assets 3.06% 2.97%
18
PART II
OTHER INFORMATION
Item 1. Legal Proceedings
There are no material legal proceedings to which the Company or any of its
subsidiaries is a party or which any of their property is the subject.
Item 2. Changes in Securities and Use of Proceeds
NONE
Item 3. Defaults upon Senior Securities
NONE
Item 4. Submission of Matters to a Vote of Security Holders
NONE
Item 5. Other Information
NONE
19
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
3.1 Certificate of incorporation of DutchFork Bancshares, Inc. (1)
3.2 Bylaws of DutchFork Bancshares, Inc. (1)
4.0 Specimen Stock Certificate of DutchFork Bancshares, Inc. (1)
10.1 Newberry Federal Savings Bank Employment Agreement with J. Thomas
Johnson (2)
10.2 Newberry Federal Savings Bank Employment Agreement with Steve P. Sligh
(2)
10.3 DutchFork Bancshares, Inc. Employment Agreement with J. Thomas Johnson
(2)
10.4 DutchFork Bancshares, Inc. Employment Agreement with Steve P. Sligh (2)
10.5 Newberry Federal Savings Bank Employee Severance Compensation Plan (2)
10.6 Newberry Federal Savings Bank Supplemental Executive Retirement Plan
(2)
10.7 Adoption Agreement for Employees' Savings & Profit Sharing Plan & Trust
(1)
10.8 DutchFork Bancshares, Inc. 2001 Stock-Based Incentive Plan (3)
(b) Reports on Form 8-K
NONE
- ------------------
(1) Incorporated herein by reference from the Exhibits to Form SB-2,
Registration Statement and amendments thereto, initially filed on March
8, 2000, Registration No. 333-31986.
(2) Incorporated herein by reference from the Exhibits to the Annual Report
on Form 10-KSB for the fiscal year ended September 30, 2000.
(3) Incorporated herein by reference from the Definitive Proxy Statement
for the 2001 Annual Meeting of Stockholders.
20
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.
DUTCHFORK BANCSHARES, INC.
--------------------------
(Registrant)
Date: August 14, 2001 By: /s/J. Thomas Johnson
--------------------
J. Thomas Johnson
President and Chief Executive Officer
By: /s/Steve P. Sligh
-----------------
Steve P. Sligh
Executive Vice President and Chief
Financial Officer
21