INVESTORSBANCORP INC
10QSB, 1998-08-11
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<PAGE>   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.

<PAGE>   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
<PAGE>   3

                      INVESTORSBANCORP, INC. AND SUBSIDIARY
                  CONSOLIDATED STATEMENT OF FINANCIAL CONDITION
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                            JUNE 30, 1998       DECEMBER 31, 1997
                                                            -------------       -----------------
<S>                                                          <C>                   <C>        
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
                                                             ===========           ===========
</TABLE>


                                       3
<PAGE>   4

                      INVESTORSBANCORP, INC. AND SUBSIDIARY
                        CONSOLIDATED STATEMENT OF INCOME
                FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 1998
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                  3 MONTHS ENDED     6 MONTHS ENDED
                                                                  JUNE 30, 1998      JUNE 30, 1998
                                                                  -------------      -------------
<S>                                                                <C>                <C>        
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
</TABLE>


                                       4
<PAGE>   5
                      INVESTORSBANCORP, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                       FOR SIX MONTHS ENDED JUNE 30, 1998
                                   (UNAUDITED)


<TABLE>
<S>                                                                        <C>         
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
</TABLE>


                                       5
<PAGE>   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
<PAGE>   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
<PAGE>   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
<PAGE>   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
<PAGE>   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
<PAGE>   11

Capital ratios applicable to the Bank and the Company at June 30, 1998 and
December 31, 1997 are as follows:

<TABLE>
<CAPTION>
                                                TOTAL RISK-      TIER I RISK-
                                                  BASED             BASED           LEVERAGE 
                                                 CAPITAL           CAPITAL           RATIO
                                                 -------           -------           -----

<S>                                              <C>                <C>              <C>  
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%
</TABLE>

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
<PAGE>   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
<PAGE>   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
<PAGE>   14

          DISTRIBUTION OF ASSETS, LIABILITIES AND STOCKHOLDERS' EQUITY
                              AVERAGE BALANCE SHEET

<TABLE>
<CAPTION>
                                                                 FOR QUARTER 
                                                                    ENDED
                                                                June 30, 1998
                                                                -------------
<S>                                                              <C>         
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
                                                                  ===========
</TABLE>





                                       14
<PAGE>   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:

<TABLE>
<CAPTION>
                                                  For                Withheld
                                                  ---                --------
          <S>                             <C>                     <C>           
          Election of Directors
              George R. Schonath                876,975                8,858
              Jon McGlocklin                    876,898                8,935

<CAPTION>

                                            For       Not For    Abstain     Total
                                            ---       -------    -------     -----
          <S>                             <C>         <C>         <C>       <C>    
          Ratification of Accountants     874,689     5,610       5,534     885,833
</TABLE>

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

<PAGE>   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

<PAGE>   1
                                                                      EXHIBIT 11


                      INVESTORSBANCORP, INC. AND SUBSIDIARY
                 COMPUTATION OF BASIC AND DILUTED LOSS PER SHARE
                         FOR PERIOD ENDED JUNE 30, 1998
                                   (UNAUDITED)


A reconciliation of the income and shares used in computing the basic and
diluted earnings per share for the three months and six months ended June 30,
1998 is as follows:

<TABLE>
<CAPTION>
                                                    Three Months Ended         Six Months Ended
                                                      June 30, 1998              June 30, 1998
                                                      -------------              -------------
<S>                                                     <C>                        <C>      
Net income                                              $  69,023                  $  36,880
                                                        ---------                  ---------

Determination of shares:

Weighted average common shares
  outstanding (basic)                                   1,000,000                  1,000,000

Assumed conversion of stock options                        22,077                     23,841
                                                        ---------                  ---------

Weighted average common shares
  outstanding (diluted)                                 1,022,077                  1,023,841
                                                        =========                  =========

Basic earnings per common share                         $    0.07                  $    0.04

Diluted earnings per common share                       $    0.07                  $    0.04
</TABLE>










                                       17

<TABLE> <S> <C>

<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
INVESTORSBANCORP, INC. FINANCIAL STATEMENTS INCLUDED IN ITS FORM 10-Q AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH 10-Q.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-START>                             JAN-01-1998
<PERIOD-END>                               JUN-30-1998
<CASH>                                       1,221,157
<INT-BEARING-DEPOSITS>                               0
<FED-FUNDS-SOLD>                             4,884,000
<TRADING-ASSETS>                             7,760,000
<INVESTMENTS-HELD-FOR-SALE>                          0
<INVESTMENTS-CARRYING>                               0
<INVESTMENTS-MARKET>                                 0
<LOANS>                                     28,121,749
<ALLOWANCE>                                    232,071
<TOTAL-ASSETS>                              42,660,888
<DEPOSITS>                                  35,191,739
<SHORT-TERM>                                         0
<LIABILITIES-OTHER>                            545,269
<LONG-TERM>                                          0
                                0
                                          0
<COMMON>                                     6,989,900
<OTHER-SE>                                    (66,020)
<TOTAL-LIABILITIES-AND-EQUITY>              42,660,888
<INTEREST-LOAN>                                886,544
<INTEREST-INVEST>                              266,407
<INTEREST-OTHER>                                     0
<INTEREST-TOTAL>                             1,152,951
<INTEREST-DEPOSIT>                             596,140
<INTEREST-EXPENSE>                             596,140
<INTEREST-INCOME-NET>                          556,811
<LOAN-LOSSES>                                  136,011
<SECURITIES-GAINS>                                   0
<EXPENSE-OTHER>                                995,675
<INCOME-PRETAX>                                 11,839
<INCOME-PRE-EXTRAORDINARY>                      36,880
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    36,880
<EPS-PRIMARY>                                     0.04
<EPS-DILUTED>                                     0.04
<YIELD-ACTUAL>                                   3.538
<LOANS-NON>                                          0
<LOANS-PAST>                                         0
<LOANS-TROUBLED>                                     0
<LOANS-PROBLEM>                                      0
<ALLOWANCE-OPEN>                                96,060
<CHARGE-OFFS>                                        0
<RECOVERIES>                                         0
<ALLOWANCE-CLOSE>                              232,071
<ALLOWANCE-DOMESTIC>                                 0
<ALLOWANCE-FOREIGN>                                  0
<ALLOWANCE-UNALLOCATED>                        232,071
        

</TABLE>


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