1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB [X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended June 30, 1998 ------------- or [ ] Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to ---- ---- Commission file number: 0-29400 INVESTORSBANCORP, INC. (Exact name of registrant as specified in its charter) Wisconsin 39-1854234 - ---------------------------- ------------------------------------ (State or other jurisdiction (I.R.S. Employer Identification No.) of incorporation) W239 N1700 Busse Road P.O. Box 190 Pewaukee, Wisconsin 53072-0190 - ---------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (414) 523-1000 -------------- Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- As of August 14, 1998, the Issuer had 1,000,000 shares of $0.01 par value Common Stock issued and outstanding. 2 INVESTORSBANCORP, INC. FORM 10-QSB INDEX PART 1. FINANCIAL INFORMATION Item 1. Financial Statements Consolidated Balance Sheet as of June 30, 1998 (Unaudited) and December 31, 1997 ..................................................3 Consolidated Statement of Income - For the Three and Six Months Ended June 30, 1998 (Unaudited) .............................4 Consolidated Statement of Cash Flows - For the Six Months Ended June 30, 1998 (Unaudited) ....................................5 Notes to the Consolidated Financial Statements (Unaudited)..........6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations............................................7-14 PART II. OTHER INFORMATION Item 1. Legal Proceedings....................................................15 Item 2. Changes in Securities................................................15 Item 3. Defaults Upon Senior Securities......................................15 Item 4. Submission of Matters to a Vote of Security Holders..................15 Item 5. Other Information....................................................15 Item 6. Exhibits and Reports on Form 8-K ....................................15 Signatures.........................................................16 2 3 INVESTORSBANCORP, INC. AND SUBSIDIARY CONSOLIDATED STATEMENT OF FINANCIAL CONDITION (UNAUDITED) JUNE 30, 1998 DECEMBER 31, 1997 ------------- ----------------- ASSETS Cash and due from banks $ 1,221,157 $ 1,248,803 Federal funds sold 4,884,000 4,544,000 ----------- ----------- CASH AND CASH EQUIVALENTS 6,105,157 5,792,803 Trading securities 7,760,000 - Loans, less allowance for loan losses of $232,071 and $96,060, respectively 27,889,678 9,510,494 Fixed assets, net 115,556 124,159 Accrued interest and other assets 790,497 612,315 ----------- ----------- TOTAL ASSETS $42,660,888 $16,039,771 =========== =========== LIABILITIES AND SHAREHOLDERS' EQUITY LIABILITIES Deposits: Non-interest bearing $ 2,465,459 $ 2,087,484 Interest bearing 32,726,280 6,774,156 ----------- ----------- TOTAL DEPOSITS 35,191,739 8,861,640 Accrued interest payable and other liabilities 545,269 291,131 ----------- ----------- TOTAL LIABILITIES 35,737,008 9,152,771 ----------- ----------- SHAREHOLDERS' EQUITY Preferred stock, $0.01 par value; shares authorized 1,000,000; no shares issued and outstanding - - Common stock, $0.01 par value; shares authorized 9,000,000; shares issued and outstanding 1,000,000 10,000 10,000 Additional paid in capital 6,979,900 6,979,900 Retained deficit (66,020) (102,900) ----------- ----------- TOTAL SHAREHOLDERS' EQUITY 6,923,880 6,887,000 ----------- ----------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $42,660,888 $16,039,771 =========== =========== 3 4 INVESTORSBANCORP, INC. AND SUBSIDIARY CONSOLIDATED STATEMENT OF INCOME FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 1998 (UNAUDITED) 3 MONTHS ENDED 6 MONTHS ENDED JUNE 30, 1998 JUNE 30, 1998 ------------- ------------- INTEREST INCOME: Interest and fees on loans $ 564,037 $ 886,544 Interest on trading securities 67,946 87,012 Interest on federal funds sold 99,464 179,395 ----------- ----------- TOTAL INTEREST INCOME 731,447 1,152,951 ----------- ----------- INTEREST EXPENSE - INTEREST ON DEPOSITS 398,358 596,140 ----------- ----------- NET INTEREST INCOME BEFORE PROVISION FOR LOAN LOSSES 333,089 556,811 PROVISION FOR LOAN LOSSES 47,316 136,011 ----------- ----------- NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 285,773 420,800 ----------- ----------- OTHER OPERATING INCOME: Service charges 3,897 6,271 Service release premiums 114,989 200,668 Management service fee 187,489 377,941 Other income - 1,834 ----------- ----------- TOTAL OTHER OPERATING INCOME 306,375 586,714 ----------- ----------- OTHER OPERATING EXPENSES: Salaries and employee benefits 342,046 690,410 Occupancy expenses 20,421 42,638 Equipment expenses 15,121 30,698 Other expenses 121,278 231,929 ----------- ----------- TOTAL OTHER OPERATING EXPENSES 498,866 995,675 ----------- ----------- INCOME BEFORE INCOME TAXES 93,282 11,839 INCOME TAX EXPENSE (BENEFIT) 24,259 (25,041) ----------- ----------- Net income $ 69,023 $ 36,880 =========== =========== Basic income per share $ 0.07 $ 0.04 Diluted income per share $ 0.07 $ 0.04 4 5 INVESTORSBANCORP, INC. AND SUBSIDIARY CONSOLIDATED STATEMENT OF CASH FLOWS FOR SIX MONTHS ENDED JUNE 30, 1998 (UNAUDITED) CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 36,880 Adjustments to reconcile net income (loss) to net cash used in operating activities: Depreciation 12,648 Provision for loan loss 136,011 Amortization of organizational costs 24,366 Provision (benefit) for deferred taxes (25,041) Net increase in trading account securities (7,760,000) (Increase) decrease in assets: Interest receivable (128,316) Other assets (49,191) Increase (decrease) in liabilities: Accrued interest 208,456 Other liabilities 45,682 ------------ NET CASH PROVIDED BY OPERATING ACTIVITIES (7,498,505) ------------ CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of Furniture and Equipment (4,045) Net increase in loans (18,515,195) ------------ NET CASH USED IN INVESTING ACTIVITIES (18,519,240) ------------ CASH FLOWS FROM FINANCING ACTIVITIES: Net increase in deposits 26,330,099 ------------ NET CASH PROVIDED BY FINANCING ACTIVITIES 26,330,099 ------------ Net increase in cash and cash equivalents 312,354 Cash and cash equivalents, beginning of period 5,792,803 ------------ CASH AND DUE FROM BANKS, END OF PERIOD $ 6,105,157 ============ Supplemental disclosure of cash flow information: Cash paid during the period for: Interest $ 387,684 5 6 INVESTORSBANCORP, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 1998 (UNAUDITED) NOTE 1: Organization InvestorsBancorp, Inc. (the "Company") was incorporated under Wisconsin law on June 12, 1996, to be the holding company of InvestorsBank, a Wisconsin state bank located in Pewaukee, Wisconsin (the "Bank"). The Bank commenced business on September 8, 1997. NOTE 2: Accounting Policies Basis of Presentation - The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and the instructions to Form 10-QSB. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management of the Company, all adjustments necessary to present fairly the financial position as of June 30, 1998 and December 31, 1997 and the results of operations and cash flows for the three months and six months ended June 30, 1998 have been made. Such adjustments consisted only of normal recurring items. Operating results for the three months and six months ended June 30, 1998 are not necessarily indicative of the results that may be expected for the year ended December 31, 1998. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company's Annual Report on Form 10-KSB for the year ended December 31, 1997. Principles of Consolidation - The consolidated financial statements as of and for the period presented include the accounts of the Company and the Bank, its wholly owned subsidiary. All significant intercompany accounts and transactions have been eliminated in the consolidated financial statements. NOTE 3: Comparative Data The Company commenced banking operations on September 8, 1997; therefore, comparative statements of income and cash flows for the prior periods are not available. 6 7 ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion provides additional analysis of the financial statements and should be read in conjunction with this information. This discussion focuses on significant factors that affected the Company's earnings during the quarter ended June 30, 1998. As of June 30, 1998, the Bank was the only subsidiary of the Company and its operations contributed all of the revenue and expenses for the quarter. RESULTS OF OPERATIONS FOR THE QUARTER ENDED JUNE 30, 1998 During the quarter ended June 30, 1998, the Company reported a net income of $69,023, or $0.07 per share (basic). NET INTEREST INCOME Total interest income for the quarter was $731,447, which consisted of $564,037 of interest on loans and fees on loans, $99,464 of interest on federal funds sold and $67,946 of interest on trading securities. Management anticipates that interest income will continue to grow along with the loan portfolio and other assets of the Company. Interest expense on deposits for the quarter was $398,358, which will also increase as deposits grow. Net interest income amounted to $333,089 for the quarter ended June 30, 1998. PROVISION FOR LOAN LOSSES At June 30, 1998, the allowance for loan losses was $232,071, of which $47,316 was charged against earnings in the quarter ended June 30, 1998. The allowance for loan losses is established through a provision for loan losses charged to expense. Loans are charged against the allowance for loan losses when management believes that the collectibility of the principal is unlikely. The allowance is an amount that management believes will be adequate to absorb possible losses on existing loans that may become uncollectible, based on evaluation of the collectibility of loans and prior loan loss experience. The evaluations take into consideration such factors as changes in the nature and volume of the loan portfolio, overall portfolio quality, review of specific problem loans, and current economic conditions that may affect the borrower's ability to pay. While management uses the best information available to make its evaluation, future adjustments to the allowance may be necessary if there are significant changes in economic conditions. Impaired loans are measured based on the present value of expected future cash flows discounted at the loan's effective interest rate or, as a practical expedient, at the loan's observable market price or the fair value of the collateral if the loan is collateral dependent. A loan is impaired when it is probable the creditor will be unable to collect all contractual principal and interest payments due in accordance with the terms of the loan agreement. There were no loan charge-offs or recoveries or any impaired loans for the quarter ended June 30, 1998. 7 8 NON-INTEREST INCOME AND EXPENSES Other operating income for the quarter ended June 30, 1998 was $306,375. The Bank services loans for Bando McGlocklin Capital Corporation ("BMCC"), which had loans under management of $140,660,896 at June 30, 1998. Revenue relating to services for BMCC was $187,489 for the quarter ended June 30, 1998. The Company was spun-off from BMCC in September 1997 and continues to have common management. Other operating expenses for the quarter ended June 30, 1998 were $498,866, and consisted primarily of salaries and employee benefits and other operating expenses, such as occupancy expenses, data processing, advertising, investor communications, professional fees and directors' fees. These operating expenses include salaries that are reimbursed through the management services fee noted above. Amounts provided for income tax expense or benefit are based on income reported for financial statement purposes and do not necessarily represent amounts currently payable under tax laws. Deferred income tax assets and liabilities are computed quarterly for differences between the financial statement and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes. The differences relate principally to tax exempt interest income and operating loss carryforwards that will be used to offset future net operating income. For the quarter ended June 30, 1998, the Company recorded a $24,259 tax expense and had a deferred tax asset of $91,491 recorded as of June 30, 1998. Management believes it is likely that the deferred tax asset will be realized. The effective rate for the expense for income taxes for the quarter ended June 30, 1998 was 26.0%, which was primarily due to the effect of the state income tax benefit and tax exempt interest income. FOR THE SIX MONTHS ENDED JUNE 30, 1998 During the six months ended June 30, 1998, the Company reported a net income of $36,880, or $0.04 per share (basic). NET INTEREST INCOME Total interest income for the period was $1,152,951, which consisted of $886,544 of interest on loans and fees on loans, $179,395 of interest on federal funds sold and $87,012 of interest on trading securities. Management anticipates that interest income will continue to grow along with the loan portfolio and other assets of the Company. Interest expense on deposits for the six months ended was $596,140, which will also increase as deposits grow. Net interest income amounted to $556,811 for the six months ended June 30, 1998. 8 9 PROVISION FOR LOAN LOSSES At June 30, 1998, the allowance for loan losses was $232,071,of which $136,011 was charged against earnings in the six months ended June 30, 1998. There were no loan charge-offs or recoveries or any impaired loans for the six months ended June 30, 1998. NON-INTEREST INCOME AND EXPENSES Other operating income for the six months ended June 30, 1998 was $586,714. Revenue relating to services for BMCC was $377,941 for the six months ended June 30, 1998. The Company was spun-off from BMCC in September 1997 and continues to have common management. Other operating expenses for the six months ended June 30, 1998 were $586,714, and consisted primarily of salaries and employee benefits and other operating expenses, such as occupancy expenses, data processing, advertising, investor communications, professional fees and directors fees. These operating expenses include salaries that are reimbursed through the management services fee noted above. For the six months ended June 30, 1998 the Company recorded a $25,041 tax benefit and had a deferred tax asset of $91,491 recorded as of June 30, 1998. Management believes it is likely that the deferred tax asset will be realized. FINANCIAL CONDITION ASSETS Total assets of the Company were $42,660,888 at June 30, 1998 and $16,039,771 at December 31, 1997, a 166% increase. Cash and due from banks was $1,221,157 and federal funds sold with daily liquidity were $4,884,000 at June 30, 1998. At December 31, 1997, the Company had cash and federal funds sold of $5,792,803. During the quarter ended March 31, 1998 the Company began investing in variable rate taxable 7-day put bonds backed with letters of credit from A1 rated commercial banks. The Company had trading securities of $7,760,000 with daily liquidity at June 30, 1998. The Company considers them liquid as they can be put back at any time to the marketplace at par. Because the investment is variable rate, the marked-to-market value equals par. Loans at June 30, 1998 were $28,121,749, which included commercial and residential loans. Loans increased $18,515,195 or 193% from December 31, 1997. The allowance for loan losses was $232,071 or 0.8% of gross loans at June 30, 1998 as compared to $96,060 or 1% of gross loans at December 31, 1997. In addition to loans outstanding, the Company had unfunded loan commitments of $10,848,591 as of June 30, 1998. Loan demand continued to be strong for both commercial and residential loans. The Company's home equity line has been designed to be very competitive with those of other banks in the area. 9 10 Other assets at June 30, 1998 were $790,497 and at December 31, 1997 were $612,315. As of June 30, 1998, other assets consisted of organizational and start up costs of $208,146, which are being amortized over a sixty-month period. It also included an excess servicing asset of $199,443 relating to loans sold to a third party, a receivable for $7,893 to a related company, a deferred tax asset of $91,491, interest receivable of $187,450 and other assets of $96,074. LIABILITIES Deposits at June 30, 1998 were $35,191,739 compared to $8,861,640 at December 31, 1997, a 297% increase. The June 30, 1998 deposits consisted of $2,465,459 in non-interest bearing accounts and $32,726,280 in interest bearing accounts. The Bank pays a very competitive interest rate on its money market accounts, approximately 60% of the total deposits were from money market accounts as of June 30, 1998. During December 1997, the Bank began advertising their money market rate. Other liabilities at June 30, 1998 were $545,269 and were $291,131 at December 31, 1997. As of June 30, 1998, other liabilities consisted of a retained loan discount on loans sold to third parties of $205,037. In addition, it included participation principal and interest payments of $20,301, accrued expenses payable of $88,064, accrued interest payable of $222,745 and other liabilities of $9,122. The Bank has a $3,000,000 revolving note with one of its correspondent banks. At June 30, 1998, there was no outstanding balance on the note. CAPITAL RESOURCES During 1997, the Company issued 1,000,000 shares of common stock at $7.00 per share. The Company incurred $10,100 in stock issuance costs that were netted against additional paid in capital. The Federal Reserve Board (the "FRB") has established risk-based capital guidelines that must be observed by bank holding companies and banks. Under these guidelines, total qualifying capital is categorized into two components - Tier I and Tier II capital. Tier I capital generally consists of common shareholders' equity, perpetual preferred stock (subject to limitations) and minority interest in subsidiaries. Subject to limitations, Tier II capital includes certain other preferred stock and debentures, and a portion of the reserve for loan losses. These ratios are expressed as a percentage of risk-adjusted assets, which include various risk-weighted percentages of off-balance sheet exposures, as well as assets on the balance sheet. The Bank has committed to the FDIC that it will maintain a Tier I capital to total assets ratio of not less than 8% for the first three years of operations starting September 8, 1997. 10 11 Capital ratios applicable to the Bank and the Company at June 30, 1998 and December 31, 1997 are as follows: TOTAL RISK- TIER I RISK- BASED BASED LEVERAGE CAPITAL CAPITAL RATIO ------- ------- ----- Regulatory Capital Requirements: Minimum 8.00% 4.00% 4.00% Well-capitalized 10.00% 6.00% 5.00% At June 30, 1998: Bank 19.3% 18.6% 17.6% Company 19.3% 18.6% 17.6% At December 31, 1997: Bank 64.9% 64.0% 55.8% Company 64.9% 64.0% 55.8% The Company expects that its capital ratios will decline in the future as assets grow; however, management intends to maintain its ratios at levels at or above those established by regulatory agencies for well-capitalized institutions. The applications for a bank charter and federal deposit insurance stated that the Bank would retain its earnings during the first three years of operations. As such, the Company will pay no dividends to the shareholders during that period. The Company expects that all Company and Bank earnings, if any, will be retained to finance the growth of the Company and the Bank and that no cash dividends will be paid for the foreseeable future. LIQUIDITY The liquidity of a financial institution reflects its ability to provide funds to meet loan requests, to accommodate possible outflows in deposits and to take advantage of interest rate market opportunities. Funding of loan requests, providing for liability outflows, and management of interest rate fluctuations require continuous analysis in order to match the maturities of specific types of categories of short-term loans and investments with specific types of deposits and borrowings. Financial institution liquidity is thus normally considered in terms of the nature and mix of the institution's sources and uses of funds. As of June 30, 1998, the Company had $13,865,157 available to meet future demand. Management believes that current liquidity levels are sufficient. ASSET/LIABILITY MANAGEMENT Closely related to liquidity management is the management of interest-earning assets and interest-bearing liabilities. The Company manages its rate sensitivity position to avoid wide swings in net interest margins and to minimize risk due to changes in interest rates. 11 12 Changes in net interest income, other than volume related changes, arise when interest rates on assets reprice in a time frame or interest rate environment that is different from the repricing period for liabilities. Changes in net interest income also arise from changes in the mix of interest earning assets and interest-bearing liabilities. The Company does not expect to experience any significant fluctuations in its net interest income as a consequence of changes in interest rates. YEAR 2000 The federal banking regulators have issued several statements providing guidance to financial institutions on the steps the regulators expect financial institutions to take to become Year 2000 compliant. Each of the federal banking regulators is also examining the financial institutions under its jurisdiction to assess each institution's compliance with the outstanding guidance. If an institution's progress in addressing the Year 2000 problem is deemed by its primary federal regulator to be less than satisfactory, the institution will be required to enter into a memorandum of understanding with the regulator which will, among other things, require the institution to promptly develop and submit an acceptable plan for becoming Year 2000 compliant and to provide periodic reports describing the institution's progress in implementing the plan. Failure to satisfactorily address the Year 2000 problem may also expose a financial institution to other forms of enforcement action that its primary federal regulator deems appropriate to address the deficiencies in the institution's Year 2000 remediation program. The Company utilizes and is dependent upon data processing systems and software to conduct its business. The data processing systems and software include those developed and maintained by the Company's data processing provider and purchased software which is run on in-house computer networks. In 1997, the Company initiated a review and assessment of all hardware and software to confirm that it will function properly in the year 2000. The Company's data processing provider and those vendors who have been contacted indicate that their hardware and/or software will be Year 2000 compliant by the end of 1998. This will allow time for compliance testing. Some of the providers have completed their testing while others will be testing this fall. Additionally, alarms, heating and cooling systems and other computer-controlled mechanical devices on which the Company relies have been evaluated. Those found not to be in compliance will be modified or replaced with a compliant product. The Company has identified four computers that will need to be replaced and the operating system will be upgraded to become Year 2000 compliant. The costs associated with these upgrades are approximately $5,000. An unknown element at this time is the impact of the Year 2000 on the Company's borrowing customers and their ability to repay. The Company has initiated a program to communicate with key bank customers to ensure they are properly prepared for the year 2000 and will not suffer serious adverse consequences. The Company has also added new covenants to its loan documents that the borrower be Year 2000 compliant. Nevertheless, if not properly addressed, Year 2000 related computer issues could result in interruptions to the operations of the Bank and have a material adverse effect on the Company's results of operations. 12 13 SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 This report contains certain forward looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Reform Act of 1995, and is including this statement for purposes of these safe harbor provisions. Forward-looking statements, which are based on certain assumptions and describe future plans, strategies and expectations of the Company, are generally identifiable by use of the words "believe," "expect," "intend," "anticipate," "estimate," "project," or similar expressions. The Company's ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse affect on the operations and future prospects of the Company and the subsidiaries include, but are not limited to, changes in: interest rates, general economic conditions guidelines, including the condition of the local real estate market, legislative/regulatory changes, monetary and fiscal policies of the U.S. Government, including policies of the U.S. Treasury and the Federal Reserve Board, a the quality or composition of the loan or investment portfolios, demand for loan products, deposit flows, competition, demand for financial services in the Company's market area and accounting principles, policies. These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. 13 14 DISTRIBUTION OF ASSETS, LIABILITIES AND STOCKHOLDERS' EQUITY AVERAGE BALANCE SHEET FOR QUARTER ENDED June 30, 1998 ------------- Cash and due from banks $ 700,718 Federal Funds sold 7,400,901 Trading Securities 4,781,978 Loans: Commercial 7,841,353 Real Estate Mortgages 11,518,914 Industrial Revenue Bonds 4,783,972 Installment and consumer 128,830 Less allowance for loan losses (196,997) ----------- Net loans 24,076,072 Fixed assets 119,707 Other assets 744,929 ----------- Total assets $37,824,305 =========== Demand deposits $ 1,783,027 Interest bearing deposits Checking 696,659 Money market 19,189,748 Time deposits 8,814,418 ----------- Total Deposits 30,483,852 Other liabilities 465,792 ----------- Total liabilities 30,949,644 Equity capital 6,874,661 ----------- Total liabilities and capital $37,824,305 =========== 14 15 PART II. OTHER INFORMATION Item 1. LEGAL PROCEEDINGS There are no material pending legal proceedings to which the Company or its subsidiary is a party. Item 2. CHANGES IN SECURITIES None. Item 3. DEFAULTS UPON SENIOR SECURITIES None. Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS On May 7, 1998, the annual meeting of stockholders was held. At the meeting, George R. Schonath and Jon McGlocklin were elected to serve as Class I directors with terms expiring in 2001. Continuing as Class II directors (term expires in 1999) are Salvatore L. Bando and Terry L. Mather. Continuing as a Class III director (term expires in 2000) is Donald E. Sydow. The stockholders ratified the appointment of Conley, McDonald LLP as the Company's independent public accountants for the year ending December 31, 1998. There were 1,000,000 issued and outstanding shares of Common Stock outstanding at the time of the annual meeting. The voting on each item presented at the annual meeting was as follows: For Withheld --- -------- Election of Directors George R. Schonath 876,975 8,858 Jon McGlocklin 876,898 8,935 For Not For Abstain Total --- ------- ------- ----- Ratification of Accountants 874,689 5,610 5,534 885,833 Item 5. OTHER INFORMATION None. Item 6. EXHIBITS AND REPORTS ON FORM 8-K (a) List of Exhibits 11 Statement Regarding Computation of Per Share Earnings 27 Financial Data Schedule (EDGAR version only) (b) Reports on Form 8-K No reports on Form 8-K were filed by the Company during the quarter ended June 30, 1998. 15 16 SIGNATURE 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 thereunder duly authorized. INVESTORSBANCORP, INC. (Registrant) /s/ George R. Schonath -------------------------------------- Date: August 14, 1998 George R. Schonath President /s/ Susan J. Hauke -------------------------------------- Date: August 14, 1998 Susan J. Hauke Chief Accounting Officer 16