UNITED STATES 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 December 31, 2002
|_| 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 or Other Jurisdiction I.R.S. Employer Identification
of Incorporation or Other
Organization
1735 Wilson Road, Newberry, South Carolina 29108
(Address of Principal Executive Office)
(803) 321-3200
(Issuer's Telephone Number, Including Area Code)
N/A
(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:
1,229,173 shares of common stock, par value $0.01 per share, were issued
and outstanding as of February 6, 2003.
Transitional Small Business Disclosure Format (check one): Yes|_| No |X|
1
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheet at December 31, 2002 and September 30, 2002
Consolidated Statements of Income for the Three Months Ended December 31, 2002
and 2001
Consolidated Statements of Changes in Equity for the Three Months Ended December
31, 2002
Consolidated Statements of Comprehensive Operations for the Three Months Ended
December 31, 2002 and 2001
Consolidated Statements of Cash Flows for the Three Months Ended December 31,
2002 and 2001
Notes to Consolidated Financial Statements
Item 2. Management's Discussion and Analysis or Plan of Operation
Item 3. Controls and Procedures
PART II - OTHER INFORMATION
Item 1: Legal Proceedings
Item 2: Changes in Securities
Item 3: Defaults upon Senior Securities
Item 4: Submission of Matters to a Vote of Security Holders
Item 5: Other Information
Item 6: Exhibits and Reports on Form 8-K
Signatures
Certifications
2
PART I
FINANCIAL INFORMATION
Item 1. Financial Statements
The consolidated financial statements of DutchFork Banchshares, Inc. (the
"Company" or "DutchFork Bancshares") are set forth on the following pages.
3
DutchFork Bancshares, Inc.
and Subsidiaries
Consolidated Balance Sheets
December 31, September 30,
2002 2002
------------ ------------
(unaudited) (unaudited)
Assets
Cash and cash equivalents $ 19,488,632 $ 21,130,629
Investments and mortgage-backed securities:
Available-for-sale:
Investments (cost of $106,216,884 and
$61,497,869 at December 31 and
September 30, 2002, respectively) 105,280,791 62,209,846
Mortgage-backed securities (cost of
$24,977,509 and $65,015,723 at
December 31 and September 30,
2002, respectively) 25,108,192 64,627,627
Held-to-maturity:
Investments (fair value of $50,000 at
December 31 and September 30,
2002, respectively) 50,000 50,000
Mortgage-backed securities (fair
value of $2,618,349 and $2,879,938
at December 31 and September 30,
2002, respectively) 2,574,034 2,835,439
Loans receivable 60,046,961 61,705,696
Premises, furniture and equipment, net 3,323,040 3,786,005
Accrued interest receivable:
Loans and mortgage-backed securities 378,241 371,221
Investments and other property 443,923 489,164
Prepaid assets 749,132 574,318
Deferred tax asset 730,202 580,152
Other 5,655,030 731,992
------------ ------------
Total assets $223,828,178 $219,092,089
============ ============
4
DutchFork Bancshares, Inc.
and Subsidiaries
Consolidated Balance Sheets (continued)
December 31, September 30,
2002 2002
------------- -------------
(unaudited) (unaudited)
Liabilities and stockholders' equity
Liabilities:
Deposit accounts $ 154,131,452 $ 149,290,222
Federal Home Loan Bank advances 35,000,000 35,000,000
Advances from borrowers for taxes
and insurance 42,439 58,955
Accrued income taxes payable 16,517 174,707
Accrued expenses 668,975 665,935
Accrued interest payable 515,856 381,900
Other 53,303 43,001
------------- -------------
Total liabilities 190,428,542 185,614,720
------------- -------------
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, 1,073,942 and
1,071,862 issued and outstanding at December 31
and September 30, 2002, respectively 15,605 15,605
Additional paid-in capital 14,830,451 14,785,443
Retained earnings, substantially restricted 28,631,703 28,065,262
Accumulated other comprehensive income (loss) (507,424) 193,388
Treasury stock (331,377 shares at December 31,
and September 30, 2002, respectively) (7,468,233) (7,468,233)
Unearned 2001 Stock-Based Incentive Plan shares
(51,187 shares at December 31 and September 30,
2002, respectively) (962,070) (962,070)
Unearned employee stock ownership plan shares (1,140,396) (1,152,026)
------------- -------------
Total stockholders' equity 33,399,636 33,477,369
------------- -------------
Total liabilities and stockholders' equity $ 223,828,178 $ 219,092,089
============= =============
5
DutchFork Bancshares, Inc.
and Subsidiaries
Consolidated Statements of Income
Three Months Ended
December 31,
2002 2001
---------- ----------
(unaudited) (unaudited)
Interest income:
Loans receivable $1,090,644 $1,367,888
Investments 849,895 684,599
Mortgage-backed and related securities 725,547 1,300,220
Other interest-earning assets 53,789 107,986
---------- ----------
Total interest income 2,719,875 3,460,693
---------- ----------
Interest expense:
Interest expense on deposit accounts 870,581 1,322,499
Federal Home Loan Bank advances 505,874 638,286
Other borrowings purchased -- 3,507
---------- ----------
Total interest expense 1,376,455 1,964,292
---------- ----------
Net interest income 1,343,420 1,496,401
Provision for loan losses -- --
---------- ----------
Net interest income after provision for loan losses 1,343,420 1,496,401
---------- ----------
Noninterest income:
Gain (loss) on sale of securities, net 406,693 551,734
Loan origination and commitment fees 47,993 57,938
Profit on sale of loans 16,207 59,195
Loan servicing fees 1,863 2,176
Bank service charges 138,091 128,744
Loan late charges 12,285 14,830
Other 25,073 33,425
---------- ----------
Total noninterest income 648,205 848,042
---------- ----------
6
DutchFork Bancshares, Inc.
and Subsidiaries
Consolidated Statements of Income (continued)
Three Months Ended
December 31,
2002 2001
---------- ----------
(unaudited) (unaudited)
Noninterest expense:
Compensation and benefits 850,754 748,073
Occupancy 116,765 121,005
SAIF deposit insurance premium 6,206 6,444
Furniture and equipment 12,215 15,692
Professional fees 30,609 26,915
Telephone and postage 46,004 48,985
Insurance 13,933 9,843
Marketing 27,577 31,985
Data processing 54,000 45,640
Supplies and printing 19,696 35,055
OTS assessments 16,727 13,680
Meetings -- 6,000
Bank service charges 3,435 10,047
Loan expenses 31,028 16,259
Transaction account charges 33,913 38,789
Automated teller system 6,184 5,445
Contributions 2,996 4,338
Other 80,830 109,532
---------- ----------
Total noninterest expense 1,352,872 1,293,727
---------- ----------
Income before income taxes 638,753 1,050,716
Provision for income taxes 72,312 354,303
---------- ----------
Net income $ 566,441 $ 696,413
========== ==========
Basic net income per share $ 0.53 $ 0.60
========== ==========
Diluted net income per share $ 0.50 $ 0.58
========== ==========
7
DutchFork Bancshares, Inc.
and Subsidiaries
Consolidated Statements of Comprehensive Operations
Three Months Ended
December 31,
2002 2001
--------- ---------
(unaudited) (unaudited)
Net income $ 566,441 $ 696,413
Other comprehensive income (loss), net of tax:
Unrealized gains (losses) arising during the
period, net of tax effect of $(428,438) and
$(325,751) for the three months ended
December 31, 2002 and 2001, respectively (700,812) (531,489)
--------- ---------
Comprehensive income (loss) $(134,371) $ 164,924
========= =========
8
DutchFork Bancshares, Inc.
and Subsidiaries
Consolidated Statements of Changes in Stockholders' Equity
Accumulated
Additional Other
Number of Common Paid-in Retained Comprehensive
Shares Stock Capital Earnings Income (Loss)
--------- ------- ----------- ----------- ------------
(unaudited)
Balance at September
30, 2002 1,177,986 $15,605 $14,785,443 $28,065,262 $193,388
Net income 566,441
Release of 2,080
ESOP shares 45,008
Purchase of treasury
stock
Change in net
unrealized
depreciation on
investments
available for sale
(net of deferred and
current income taxes
of $428,438) (700,812)
Balance at December --------- ------- ----------- ----------- ---------
31, 2002 1,177,986 $15,605 $14,830,451 $28,631,703 $(507,424)
========= ======= =========== =========== =========
Treasury Incentive Stockholders'
Stock Plan ESOP Loan equity
----------- --------- ----------- -----------
Balance at September
30, 2002 $(7,468,233) $(962,070) $(1,152,026) $33,477,369
Net income 566,441
Release of 2,080
ESOP shares 11,630 56,638
Purchase of treasury
stock
Change in net
unrealized
depreciation on
investments
available for sale
(net of deferred and
current income taxes
of $428,438) (700,812)
Balance at December ----------- --------- ----------- -----------
31, 2002 $(7,468,233) $(962,070) $(1,140,396) $33,399,636
=========== ========= =========== ===========
9
DutchFork Bancshares, Inc.
and Subsidiaries
Consolidated Statements of Cash Flows
Three Months Ended December 31,
2002 2001
----------- -----------
(unaudited) (unaudited)
Operating Activities
Net income $ 566,441 $ 696,413
Adjustments to reconcile net income to net cash
provided (used) by operating activities:
Depreciation 495,748 87,613
(Gain) loss on sales of investments and mortgage-
backed securities (406,693) (551,734)
Net (gain) loss on sales on loans (16,207) (59,195)
Increase (decrease) in deferred loan origination fees (9,300) --
Amortization of premiums (discounts) on investments,
mortgage-backed securities and loans (21,493) (264,863)
Decrease (increase) in accrued interest receivable 38,221 (244,843)
Decrease (increase) in prepaid and other assets (5,097,852) (495,089)
Decrease (increase) in deferred tax asset 278,391 141,814
Increase (decrease) in accrued interest payable 133,956 (200,978)
Increase (decrease) in accounts payable and accrued
expenses -- (4,606,804)
Increase (decrease) in other liabilities (144,850) 4,532
Origination of loans held for sale (2,976,897) --
Proceeds from sale of loans held for sale 2,604,825 --
----------- -----------
Net cash provided (used) by operating activities (4,555,710) (5,493,134)
----------- -----------
10
DutchFork Bancshares, Inc.
and Subsidiaries
Consolidated Statements of Cash Flows (continued)
Three Months Ended December 31,
2002 2001
------------ ------------
(unaudited) (unaudited)
Investing Activities
Principal payments on mortgage-backed securities 37,711,418 2,401,000
Purchases of available-for-sale securities (92,157,076) (48,202,045)
Proceeds from sales of available-for-sale securities 50,454,488 50,388,200
Net (increase) decrease in loans receivable 2,056,314 3,030,427
Purchases of premises, furniture and equipment (32,783) (7,990)
------------ ------------
Net cash provided (used) by investing activities (1,967,639) 7,609,592
------------ ------------
Financing Activities
Net increase (decrease) in deposit accounts 4,841,230 1,237,692
Proceeds from other borrowings -- --
Repayments of other borrowings -- --
Release of ESOP shares -- 107,399
Repayment of ESOP loan 11,630 9,924
Purchase of treasury stock 45,008 (1,574,990)
Increase (decrease) in advances from borrowers for
taxes and insurance (16,516) (49,092)
------------ ------------
Net cash provided by financing activities 4,881,352 (269,067)
------------ ------------
Net increase (decrease) in cash and cash equivalents (1,641,997) 1,847,391
Cash and cash equivalents at beginning of period 21,130,629 5,065,459
------------ ------------
Cash and cash equivalents at end of period $ 19,488,632 $ 6,912,850
============ ============
Supplemental Disclosures of Cash Flow Information:
Cash paid (received) during the period for:
Interest $ 2,274,211 $ 2,165,270
Taxes $ -- $ 1,944,025
11
DutchFork Bancshares, Inc.
Notes to Consolidated Financial Statements
December 31, 2002
Note 1 - Organization
DutchFork Bancshares, Inc. 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 Bank have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with instruction 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
solely of adjustments of a normal recurring nature) considered necessary for a
fair presentation have been included. Operating results for the three months
ended December 31, 2002 are not necessarily indicative of the results that may
be expected for the current fiscal year.
12
Note 3 - Earnings Per Share
The following reconciles the numerator and denominator of the basic and
diluted earnings per share computation:
Three Months Ended
December 31
-----------------------
2002 2001
---------- ----------
Basic EPS computation:
Numerator $ 566,441 $ 696,413
Denominator
Common shares outstanding 1,073,942 1,153,018
---------- ----------
Basic EPS $ 0.53 $ 0.60
========== ==========
Diluted EPS computation:
Numerator $ 566,441 $ 696,413
Denominator:
Common shares outstanding 1,073,942 1,153,018
Dilutive securities:
Stock options-treasury stock method 48,777 22,204
Incentive plan-treasury stock method 12,409 28,792
---------- ----------
1,135,128 1,204,014
---------- ----------
$ 0.50 $ 0.58
========== ==========
The average market price used in calculating the assumed number of shares
issued for the years ended December 31, 2002 was $26.61 per share.
13
Item 2. Management's Discussion and Analysis or Plan of Operation
Forward Looking Statements
This prospectus 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 works "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,
deposits flow, competition, demand for financial services in and DutchFork
Bancshares' and Newberry Federal's market area and accounting principles. These
risks and uncertainties should be considered in evaluating forward looking
statements and undue reliance should not be placed on such statements. Except as
may be required by law or regulation, the Company disclaims any obligation to
update such forward-looking statements.
Operating Strategy
DutchFork Bancshares' wholly owned subsidiary, Newberry Federal, is an
independent community-oriented savings bank, delivering quality customer service
and offering a wide range of deposit and loan products to its customers. Because
of weak loan demand in Newberry Federal's primary market area, management has
maintained a substantial investment in investment securities and mortgage-backed
securities classified as available-for-sale. Management's objective in managing
the securities portfolio is to maintain a portfolio of high quality, highly
liquid investments with competitive returns in order to maximize current income
without compromising credit quality.
Comparison of Financial Condition at December 31, 2002 and September 30, 2002:
Total assets increased by $4.7 million from $219.1 million at September
30, 2002 to $223.8 million at December 31, 2002. During the three months ended
December 31, 2002, the market values of investments and mortgage-backed
securities decreased by $1,129,250, and after the tax effect of $428,438, equity
decreased by $700,812 from this decrease in market values.
At December 31, 2002, total equity was $33.4 million, after a $507,000
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, 2002 of $33.5 million, including a $193,000 unrealized gain, net
of taxes, on the investment and mortgage-backed securities portfolios classified
as available-for-sale. The decline in total equity resulted from the decline in
the market value of investments and mortgage-backed securities
available-for-sale.
14
Comparison of Operating Results for the Three Months Ended December 31, 2002 and
December 31, 2001:
Net Income
Net income for the three months ended December 31, 2002 decreased by
$130,000 to $566,000 when compared to the same period for the prior year. Net
interest income, after the provision for loan losses, decreased by $153,000, and
non-interest income decreased by $200,000. In addition, non-interest expense
increased by $59,000.
Net Interest Income
Net interest income decreased from $1.5 million for the three months ended
December 31, 2001 to $1.3 million for the same period in 2002, due primarily to
a decrease in interest-earning assets. The average interest margin spread
increased from 2.47% for the three months ended December 31, 2001 to 2.60% for
the three months ended December 31, 2002.
Interest Expense
Interest expense decreased from $2.0 million for the three months ended
December 31, 2001 to $1.4 million for the same period in 2002. This was
primarily a result of a $452,000 decrease in interest on deposits due to
declining interest rates in 2002.
Provision for Loan Losses
There was no provision for loan losses for the three months ended December
31, 2002 or 2001. The allowance was carefully evaluated and determined to be
adequate at its current level in relation to the current size, mix and quality
of the portfolio. The loan portfolio is periodically reviewed to evaluate the
outstanding loans and to measure both the performance of the portfolio and the
adequacy of the allowance for loan losses. This analysis includes a review of
delinquency trends, actual losses and internal credit ratings. Management's
judgment as to the adequacy of the allowance is based upon a number of
assumptions about future events which it believes to be reasonable, but which
may or may not be reasonable. 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.
Non-Interest Income
Non-interest income decreased by $200,000, primarily as a result of a
decrease of $145,000 in gains on the sale of securities and a decrease of
$43,000 in the gain on sale of loans. As fixed rate loans continue to be sold
and servicing released, servicing income will decrease over time.
15
Non-Interest Expense
Non-interest expense increased from $1.3 million for the three months
ended December 31, 2001 to $1.4 million for the three months ended December 31,
2002. The increase was a result of increases in compensation costs to employee
benefit plans.
Provision for Income Taxes
Income tax decreased by $280,000 due to the fact that a substantial
benefit was received for the dividends received on preferred stocks held in the
form of a dividend exclusion of 70% of dividends on preferred stocks.
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 66.9% of assets at December 31, 2002.
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 December 31, 2002, the Bank was in
compliance with all applicable capital requirements so that it was categorized
as "well-capitalized" under the prompt corrective action regulation promulgated
by the Office of Thrift Supervision.
16
Newberry Federal Savings Bank
Yields on Average Interest Earning Assets and Rates
On Average Interest Bearing Liabilities
(In Thousands)
Three Months Ended December 31, Three Months Ended December 31,
2002 2001
Average Yield/ Average Yield/
Balance Interest Rate Balance Interest Rate
---------- ------- ---- --------- --------- ----
Interest earning assets:
Loans receivable $ 61,232 $ 1,091 7.13% $ 74,555 $ 1,368 7.34%
Interest-bearing deposits 3,274 5 0.61% 840 6 2.86%
Investment securities 60,911 792 5.20% 44,110 685 6.21%
Mortgage-backed securities 65,721 726 4.42% 117,075 1,300 4.44%
Federal funds sold 15,286 56 1.47% 1,360 43 12.65%
Other -- 49 0.00% 4,043 59 5.84%
---------- ------- --------- ---------
Total interest earning assets 206,424 2,719 5.72% 241,983 3,461 5.72%
Non-interest earning assets 16,194 9,186
---------- ---------
Total assets $ 222,618 $ 251,169
========== =========
Interest bearing liabilities:
Deposits:
Passbook accounts $ 17,799 $ 14,945
NOW and Money Market
accounts 31,942 29,850
Certificates of deposit 103,623 104,363
---------- ---------
Total deposits 153,364 871 2.27% 149,158 1,322 3.55%
Federal Home Loan Bank
advances 35,000 506 5.78% 60,000 638 4.25%
Other borrowings -- -- 0.00% 1,885 4 0.85%
---------- ------- --------- ---------
Total interest bearing
liabilities 188,364 1,377 2.92% 211,043 1,964 3.72%
Non-interest bearing liabilities 2,003 7,291
---------- ---------
Total liabilities 190,367 218,334
Total retained earnings 32,251 32,835
---------- ----------
Total liabilities and retained
earnings $ 222,618 $ 251,169
========== =========
Net interest spread $ 1,342 2.34% $ 1,497 2.00%
Net interest margin as a percentage
of interest-earning assets 2.60% 2.47%
17
Item 3. Controls and Procedures
(a) Evaluation of disclosure controls and procedures. The Company maintains
controls and procedures designed to ensure that information required to be
disclosed in the reports that the Company files or submits under the
Securities Exchange Act of 1934 is recorded, processed, summarized and
reported within the time periods specified in the rules and forms of the
Securities and Exchange Commission. Based upon their evaluation of those
controls and procedures performed within 90 days of the filing date of
this report, the chief executive officer and the chief financial officer
of the Company concluded that the Company's disclosure controls and
procedures were adequate.
(b) Changes in internal controls. The Company made no significant changes in
its internal controls or in other factors that could significantly affect
these controls subsequent to the date of the evaluation of those controls
by the chief executive officer and chief financial officer.
18
(c) 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
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
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 Adoption Agreement for Employees' Savings & Profit Sharing
Plan & Trust (1)
10.7 DutchFork Bancshares, Inc. 2001 Stock-Based Incentive Plan (3)
10.8 Newberry Federal Savings Bank Director Deferred Compensation
Plan (4)
(b) Reports on Form 8-K
On November 15, 2002, the Company filed a Current Report on Form 8-K
announcing the date of its 2002 annual meeting of stockholders. The
press release announcing the date is attached as an exhibit to the
Form 8-K.
- ----------
(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.
(4) Incorporated herein by reference from the Exhibits to
the Form S-8 Registration Statement filed on August 23,
2001, Registration No. 333-68214.
19
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: February 13, 2003 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
20
CERTIFICATIONS
I, J. Thomas Johnson, President and Chief Executive Officer of DutchFork
Bancshares, Inc., certify that:
(1) I have reviewed this quarterly report on Form 10-QSB of DutchFork
Bancshares, Inc.;
(2) Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect
to the period covered by this quarterly report;
(3) Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented
in this quarterly report;
(4) The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and have:
a. designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us
by other within those entities, particularly during the period
in which this quarterly report is being prepared;
b. evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this quarterly report (the "Evaluation
Date"); and
c. presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;
(5) The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors
and the audit committee of registrant's board of directors (or
persons performing the equivalent function):
a. all significant deficiencies in the design or operation of the
internal controls which could adversely affect the
registrant's ability to record, process, summarize and report
financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b. any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and
(6) The registrant's other certifying officers and I have indicated in
this quarterly report whether there were significant changes in
internal controls in other factors that could significantly affect
internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
Date: February 13, 2003 /s/ J. Thomas Johnson
-------------------------------------
J. Thomas Johnson
President and Chief Executive Officer
(principal executive officer)
21
CERTIFICATIONS
I, Steve P. Sligh, Executive Vice President and Chief Financial Officer and
Treasurer of DutchFork Bancshares, Inc., certify that:
(1) I have reviewed this quarterly report on Form 10-QSB of DutchFork
Bancshares, Inc.;
(2) Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect
to the period covered by this quarterly report;
(3) Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented
in this quarterly report;
(4) The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and have:
a. designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us
by other within those entities, particularly during the period
in which this quarterly report is being prepared;
b. evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this quarterly report (the "Evaluation
Date"); and
c. presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;
(5) The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors
and the audit committee of registrant's board of directors (or
persons performing the equivalent function):
a. all significant deficiencies in the design or operation of the
internal controls which could adversely affect the
registrant's ability to record, process, summarize and report
financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b. any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and
(6) The registrant's other certifying officers and I have indicated in
this quarterly report whether there were significant changes in
internal controls in other factors that could significantly affect
internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
Date: February 13, 2003 /s/ Steve P. Sligh
--------------------------------------------
Steve P. Sligh
Executive Vice President, Chief Financial
Officer and Treasurer
(principal financial and accounting officer)
22