U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 1997
[ ] 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 0-23645
LEEDS FEDERAL BANKSHARES, INC.
(Exact name of Registrant as specified in its Charter)
U.S.A. 52-2062351
- -----------------------------------------------------------------
(State or other jurisdiction (I.R.S. Employer Identification
of incorporation or Number)
organization)
1101 Maiden Choice Lane, Baltimore, Maryland 21229
- -----------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(410) 242-1234
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 December 31, 1997, there were no shares of the
Registrant's common stock, par value $1.00 per share,
outstanding.
<PAGE>
Part I.
FINANCIAL INFORMATION
Leeds Federal Bankshares, Inc. (the "Registrant") was formed
to serve as the stock holding company for Leeds Federal Savings
Bank (the "Bank") pursuant to the Bank's reorganization into the
"two-tier" mutual holding company structure. As of December 31,
1997, the Bank had not completed its reorganization, and,
accordingly, the Registrant had no assets or liabilities.
Effective January 21, 1998, the Bank completed the
Reorganization and the Registrant became the stock holding
company parent of the Bank. Leeds Federal Bankshares, MHC, the
Bank's mutual holding company, became the owner of a majority of
the common stock of the Registrant, which became the owner of
100% of the common stock of the Bank. Each share of Bank common
stock that was held by the stockholders of the Bank was exchanged
for a share of common stock of the Registrant. The
Reorganization of the Bank was structured as a tax-free
reorganization and accounted for as a pooling of interests.
Part II.
OTHER INFORMATION
Item 1. Legal Proceedings
None
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
13 Form 10-Q for Leeds Federal Savings Bank as filed
with the Office of Thrift Supervision
27 Financial Data Schedule
No reports on Form 8-K were filed during the quarter
ended December 31, 1997.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.
LEEDS FEDERAL BANKSHARES, INC.
Date: February 12, 1998 /s/ Gordon E. Clark
-----------------------------------
Gordon E. Clark
(President and Chief Executive
Officer)
Date: February 12, 1998 /s/ Kathleen G. Trumpler
-----------------------------------
Kathleen G. Trumpler
(Treasurer and Chief Financial
Officer)
<PAGE>
OFFICE OF THRIFT SUPERVISION
WASHINGTON, D.C. 20552
---------------------------
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 1997
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________ to ___________
OTS Docket Number 1272
LEEDS FEDERAL SAVINGS BANK
(Exact name of registrant at specified in its charter)
UNITED STATES 52-1865050
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification Number)
1101 Maiden Choice Lane, Baltimore, Maryland 21229
(Address of principal executive offices)
Registrant's telephone number, including area code:
410-242-1234
Former name, former address and former fiscal year,
if changed since last report
Indicated by a check 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
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practicable
date: There were 5,182,097 shares of the Registrant's common
stock outstanding as of December 31, 1997 which reflects 3-for-2
common stock split declared October 22, 1997.
<PAGE>
LEEDS FEDERAL SAVINGS BANK
INDEX
PAGE
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Statements of Financial Condition
as of December 31, 1997 (unaudited), and
June 30, 1997 1
Consolidated Statements of Income (unaudited)
for the three months and six months
ended December 31,1997 and 1996 2
Consolidated Statements of Cash Flows
(unaudited) for the three months and six
months ended December 31, 1997 and 1996 3
Notes to Consolidated Financial Statements
(unaudited) 5
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 8
PART II. OTHER INFORMATION 11
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
<TABLE>
Dec. 31, June 30,
1997 1997
(unaudited) (audited)
Assets
<S> <C> <C>
Cash:
On hand and due from banks $ 1,270,430 $ 2,158,453
Interest-bearing deposits 11,538,036 11,172,475
Short Term Investments 8,035,158 2,722,336
Secured short-term loans to commercial banks 8,080,258 9,735,532
Securities purchased under agreements to resell 7,036,728 5,517,903
Investment securities, net (held to maturity) 33,700,959 43,614,562
Investment securities, net (available for sale) 9,693,965 8,162,419
Mortgage backed securities, net (held to maturity) 19,658,113 22,294,337
Loans receivable, net 182,832,592 174,877,796
Investment in Federal Home Loan Bank of Atlanta
stock, at cost 2,377,200 2,377,200
Property and equipment, net 886,321 863,823
Cash surrender value of life insurance 5,999,429 3,153,193
Prepaid expenses and other assets 258,927 309,808
Ground rents owned, at cost 39,500 39,500
----------- -----------
291,407,616 286,999,337
----------- -----------
----------- -----------
Liabilities and Stockholders' Equity
Savings accounts 237,248,973 232,590,009
Borrowed Funds-Employee Stock Ownership Plan 600,000 648,000
Advance payments by borrowers for taxes, insurance
and ground rents 2,437,500 4,804,060
Federal and state income taxes:
Currently Payable 352,160 335,841
Deferred 1,267,155 1,062,219
Accrued expenses and other liabilities 1,039,411 817,871
----------- -----------
Total Liabilities 242,945,199 240,258,000
----------- -----------
Stockholders' Equity:
Common Stock $1 par value:
20,000,000 shares authorized:
issued and outstanding 5,182,097 shares* 5,182,097 5,182,097
Additional paid in capital* 9,057,324 8,948,119
Employee stock ownership plan (538,369) (591,300)
Management recognition plan (26,019) (60,141)
Retained income, substantially restricted 33,056,755 31,854,434
Unrealized gains on securities available
for sale, net 1,730,629 1,408,128
----------- -----------
Total Stockholders' Equity 48,462,417 46,741,337
----------- -----------
291,407,616 286,999,337
----------- -----------
----------- -----------
</TABLE>
*reflects 3-for-2 common stock split declared
October 22, 1997, described in Note 3.
See accompanying notes to consolidated financial statements.
<PAGE>
LEEDS FEDERAL SAVINGS BANK
Consolidated Statements of Income
(unaudited)
<TABLE>
Six Months Three Months
Ended December 31, Ended December 31,
1997 1996 1997 1996
<S> <C> <C> <C> <C>
Interest Income:
First mortgage and other loans 6,738,520 5,996,175 3,411,883 3,035,105
Mortgage-backed securities 767,374 991,438 370,196 485,955
Investment securities and short
term investments 2,597,556 2,661,695 1,291,574 1,335,378
---------- --------- --------- ---------
Total interest income 10,103,450 9,649,308 5,073,653 4,856,438
---------- --------- --------- ---------
Interest expense:
Savings accounts 5,986,656 5,781,894 3,012,953 2,896,113
Other 28,891 32,023 14,156 15,682
---------- --------- --------- ---------
Total interest expense 6,015,547 5,813,917 3,027,109 2,911,795
---------- --------- --------- ---------
Net interest income 4,087,903 3,835,391 2,046,544 1,944,643
Provision for loan losses 10,886 102,757 8,046 81,616
---------- --------- --------- ---------
Net interest income after provision
for loan losses 4,077,017 3,732,634 2,038,498 1,863,027
---------- --------- --------- ---------
Noninterest income:
Service fees and charges 73,854 65,718 36,128 29,975
Other 71,666 67,642 37,670 33,830
---------- --------- --------- ---------
145,520 133,360 73,798 65,805
---------- --------- --------- ---------
Noninterest expense:
Compensation and employee benefits 894,863 727,716 463,742 370,091
Occupancy 96,886 99,116 47,321 46,172
SAIF deposit insurance premiums 111,005 1,673,294 55,851 147,073
Advertising 115,981 60,940 59,857 25,254
Other 345,393 297,520 193,605 144,919
---------- --------- --------- ---------
1,564,128 2,858,586 820,376 733,509
---------- --------- --------- ---------
Income before provision for income taxes 2,658,409 1,007,408 1,291,920 1,193,323
Provision for income taxes: 975,181 387,772 473,250 465,592
---------- --------- --------- ---------
Net Income $1,683,228 619,636 818,670 727,731
---------- --------- --------- ---------
Net income per share of common stock
Basic $ .33 $ .12 $ .16 $ .14
---------- --------- --------- ---------
Diluted $ .32 $ .12 $ .16 $ .14
---------- --------- --------- ---------
</TABLE>
LEEDS FEDERAL SAVINGS BANK
CONSOLIDATED STATEMENTS OF CASH FLOWS
Six months ended December 31, 1997 and 1996
(unaudited)
<TABLE>
1997 1996
<S> <C> <C>
Cash flows from operating activities:
Net Income 1,683,228 619,636
Adjustments to reconcile net income to net
cash provided by operating activities:
Amortization of loan fees, premiums and discounts, net (31,482) (71,003)
Provision for loan losses 10,886 102,757
Accretion of premiums(discounts) on investments
securities and mortgage-backed securities, net (9,978) (20,637)
Depreciation 71,502 62,626
Non-cash compensation under stock based benefit plans 196,258 135,808
(Increase) decrease in accrued interest receivable
on mortgage-backed securities and loans receivable 115,653 88,640
Increase (decrease) in income taxes currently payable 16,319 (97,260)
Increase in accrued expenses and other liabilities 221,540 106,821
Increase in unearned loan fees 12,445 140,547
Decrease in prepaid expenses and other assets 50,881 163,553
Amortization of net unrealized holding loss (0) (7,698)
--------- ----------
Net cash provided by operating activities 2,337,252 1,223,790
--------- ----------
Cash flows from investing activities:
Purchase of investment securities held for maturity (7,916,506) (5,400,000)
Purchase of available for sale securities (975,000) (300,000)
Maturity of investment securities held for maturity 17,736,031 9,803,600
Loan disbursements, net (7,986,483) (10,308,736)
Mortgage-backed securities principal repayments 2,635,356 2,978,432
Purchases of property and equipment (94,000) (25,232)
Sale of ground rents owned 0 1,600
Investment in life insurance (2,846,236) (67,331)
--------- ----------
Net cash provided by (used in) investing activities 553,162 (3,317,667)
--------- ----------
</TABLE>
<PAGE>
LEEDS FEDERAL SAVINGS BANK
CONSOLIDATED STATEMENTS OF CASH FLOWS
Six months ended December 31, 1997 and 1996
(unaudited)
<TABLE>
1997 1996
<S> <C> <C>
Cash flows from financing activities:
Net increase in savings accounts 4,658,964 6,313,578
Decrease in advance payments by borrowers for
taxes, insurance and ground rents (2,366,560) (2,266,175)
Proceeds from exercised options 0 83,545
Dividends paid (480,907) (405,160)
Repayment of Borrowed Funds (48,000) (48,000)
--------- ----------
Net cash provided by financing activities 1,763,497 3,677,788
--------- ----------
Net increase in cash and cash equivalents 4,653,911 1,583,911
Cash and cash equivalents at beginning of period 31,306,699 25,921,657
--------- ----------
Cash and cash equivalents at end of period $35,960,610 27,505,568
--------- ----------
Non Cash Transactions - Increase in net unrealized
gains on securities available for sale, net of
income tax effect. 322,501 363,669
Effect on equity for stock split. 1,727,361 0
--------- ----------
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
LEEDS FEDERAL SAVINGS BANK
NOTES CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1997
(Unaudited)
(1) Basis of Presentation
The accompanying consolidated financial statements include
all adjustments, consisting of normal recurring adjustments,
which, in the opinion of management are necessary for a fair
presentation of financial position and results of operations. The
financial statements have been prepared using the accounting
policies described in the June 30, 1997 Annual Financial
Statements. The results of operations for the three months and
six months ended December 31, 1997, are not necessarily
indicative of the results that may be expected for the entire
year.
(2) Reclassification of Prior Year's Statements.
Certain amounts in the 1996 financial statements have been
reclassified to conform to the 1997 presentation.
(3) Net Income per Share of Common Stock
On October 22, 1997, the Board of Directors authorized a
three-for-two common stock split in the form of a stock dividend,
distributable November 19, 1997, to stockholders of record on
November 5, 1997. All per share amounts herein have been adjusted
for the common stock split.
The Bank adopted Statement of Financial Accounting Standards
No. 128 "Earnings Per Share," during the three months ended
December 31, 1997. Statement No. 128 establishes revised
standards for computing and presenting earnings per share (EPS)
data. It requires dual presentation of "basic" and "diluted" EPS
on the face of the statements of income and reconciliation of the
numerators and denominators used in the basic and diluted EPS
calculations. As required by Statement No. 128, EPS data for
prior periods presented have been restated to conform to the new
standard.
Basic EPS is calculated by dividing net income by the
weighted average number of common shares outstanding for the
applicable period. Diluted EPS is calculated after adjusting the
numerator and the denominator of the basic EPS calculation for
the effect of all dilutive potential common shares outstanding
during the period. Information related to the calculation of net
income per share of common stock is summarized as follows:
<TABLE>
Six Months Six Months
Ended December 31, Ended December 31,
1997 1996
Basic Diluted Basic Diluted
<S> <C> <C> <C> <C>
Net Income 1,683,228 1,683,228 619,636 619,636
Dividends on unvested common stock (7,680) (3,182) (9,763) (10,334)
--------- --------- --------- ---------
Adjusted net income used in EPS
calculations 1,675,54 1,680,046 609,873 609,302
--------- --------- --------- ---------
Weighted average shares outstanding 5,072,582 5,072,582 5,042,437 5,042,437
Diluted securities:
Options 94,924 25,127
Unvested common stock awards 16,870 6,685
--------- --------- --------- ---------
Adjusted weighted-average shares used
in EPS computation 5,072,582 5,184,376 5,042,437 5,074,249
--------- --------- --------- ---------
Three Months December 31, Three Months December 31,
Ended 1997 Ended 1996
Basic Diluted Basic Diluted
Net Income 818,670 818,670 727,731 727,731
Dividends on unvested common stock (4,032) (1,462) (4,882) (5,905)
--------- --------- --------- ---------
Adjusted net income used in EPS
calculations 814,638 817,208 722,849 721,826
--------- --------- --------- ---------
Weighted average shares outstanding 5,072,582 5,072,582 5,042,437 5,042,437
Diluted securities:
Options 103,251 31,797
Unvested common stock awards 18,351 8,465
--------- --------- --------- ---------
Adjusted weighted-average shares used
in EPS computation 5,072,582 5,194,184 5,042,437 5,082,699
--------- --------- --------- ---------
</TABLE>
<PAGE>
(4) Dividends on Common Stock
On December 17, 1997, the Bank declared a quarterly cash
dividend of $.14 per share. The dividends were payable to
stockholders of record as of January 7, 1998 and were paid on
January 21, 1998. Leeds Federal Bankshares, M.H.C. (the MHC) ,
which owns 3,300,000 shares of stock in the Bank, waived receipt
of its quarterly dividend, thereby reducing the actual dividend
payout to approximately $261,300. The dollar amount of dividends
waived by the MHC is considered as a restriction on the retained
earnings of the Bank. The amount of any dividend waived by the
MHC shall be available for declarations a dividend solely to the
MHC. At December 31, 1997, the cumulative amount of such waived
dividends was $5,009,400.
<PAGE>
LEEDS FEDERAL SAVINGS BANK
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Discussion of Financial Condition Changes from June 30, 1997 to
- ---------------------------------------------------------------
December 31, 1997
- -----------------
Cash on hand and due from banks, interest bearing deposits,
other liquid investments and investment securities totalled
approximately $81.7 million, a decrease of approximately $3.8
million from June 30, 1997 levels. Mortgage-backed securities
totalled $19.7 million, a decrease of $2.6 million, due to
repayments of principal. Loans receivable totalled $182.8
million, an increase of $7.9 million, due primarily to an
increase in mortgage originations.
Deposits increased approximately $4.6 million, to a total of
$237.2 million at December 31, 1997. Such increase was primarily
attributable to general market trends. The Bank has offered
savings rates that are competitive with other banks. However, it
has not relied on brokered funds or negotiated jumbo certificates
to maintain deposit levels.
The Bank is subject to capital standards which generally
require the maintenance of regulatory capital sufficient to meet
each of three tests, hereinafter described as the tangible
capital requirement, the core capital requirement and the risk-
based capital requirement. At December 31, 1997, the Bank had
tangible capital of $46.7 million, or 16.2% of total adjusted
assets, which was $42.4 million in excess of the requirement of
minimum tangible capital of $4.3 million, or 1.5% of total
adjusted assets; core capital of $46.7 million, or 16.2% of total
adjusted assets, which was $38.1 million in excess of the
requirement of minimum core capital of $8.6 million, or 3.0% of
total adjusted assets; and risk-based capital of $47.2 million,
or 32.6% of risk weighted assets, which was $35.7 million in
excess of the requirement of a minimum risk-based capital of 8%
of risk weighted assets.
Comparison of Operating Results for Three and Six Month Periods
- ---------------------------------------------------------------
Ended December 31, 1997 and 1996
- --------------------------------
The Bank's net income for the three months ended December
31, 1997, totalled $819,000, an increase of $91,000, or 12.5% as
compared to $728,000 for the three months ended December 31,
1996, due principally to an increase in net interest income and a
decrease in provision for loan losses, partially offset by an
increase in noninterest expenses. The Bank's net income for the
six months ended December 31, 1997, totalled $1.7 million, an
increase of $215,000, or 14.3%, as compared to $1.5 million
(before the one-time after tax assessment of $849,000 to
recapitalize the Savings Association Insurance Fund (SAIF), for
the six months ended December 31, 1996. After recognition of the
SAIF assessment, the Bank's net income for the six months ended
December 31, 1996, totalled $620,000.
The deposits of the Bank are presently insured by the SAIF,
which together with the Bank Insurance Fund (BIF), are
administered by the FDIC. In the third calendar quarter of 1995
the
<PAGE>
FDIC lowered the premium schedule for BIF-insured institutions in
anticipation of the BIF achieving its statutory reserve ratio.
The reduced premium resulted in a competitive advantage for BIF
members. Legislation enacted on September 30, 1996, provided for
a one-time special assessment of .657% of the Bank's SAIF insured
deposits at March 31, 1995, to bring the SAIF to its statutory
reserve ratio. Based on the above formula, the Bank's SAIF
pretax assessment of $1.4 million was recorded in the quarter
ended September 30, 1996. Although the special one-time
assessment significantly increased non-interest expense for the
quarter, the anticipated reduction in the premium schedule has
reduced the Bank's Federal Insurance premiums for future periods.
Net Interest Income
- -------------------
Interest income on loans for the three months ended December
31, 1997, totalled $3.4 million, an increase of $377,000, or
12.6%, as compared to $3.0 million to the three months ended
December 31, 1996, due to a $20.0 million, or 12.5%, increase in
average balance in loans to $180.2 million. Average yield on
loans remained relatively the same at 7.6%. Interest income on
loans for the six months ended December 31, 1997, totalled $6.7
million, an increase of $742,000, as compared to the six months
ended December 31, 1996. Average balances on loans increased by
$20.0 million, to $178.1 million, for the period, while average
yield on loans remained relatively the same at 7.6%.
Interest income on mortgage-backed securities decreased by
$116,000, or 23.9%, to $370,000 for the three months ended
December 31, 1997, from $486,000 for the three months ended
December 31, 1996. Average yield on mortgage-backed securities
decreased to 7.2%, from 7.3%, while average balance of mortgage-
backed securities decreased by $6.2 million to $20.5 million from
$26.7 million, for the three months ended December 31, 1997,
compared to the same period last year. Interest income on
mortgage-backed securities decreased by $224,000, to $767,000 for
the six months ended December 31, 1997, as compared to $991,000
for the same period last year, due principally a decrease in
average balance of mortgage-backed securities of $6.3 million to
$21.1 million from $27.4 million, offset by an increase in the
average yield on mortgage-backed securities to 7.3%, from 7.2%.
Interest income on investment securities and short-term
investments ("Investments") remained relatively unchanged at $1.3
million during the three months ended December 31, 1997, compared
with the three months ended December 31, 1996. Interest on
investments decreased by $64,000, or 2.4%, to $2.6 million during
the six months ended December 31, 1997, from $2.7 million during
the six months ended December 31, 1996. Such decrease was
attributable to a decrease in average yield of investments to
6.3% from 6.5%. The decrease in average yields was the result of
a general market decrease in interest rates on short term
investments.
<PAGE>
Total interest expense increased by approximately $115,000
during the quarter ended December 31, 1997 to $3.0 million from
$2.9 million for the quarter ended December 31, 1996. This
increase was the result of an increase in average balances
outstanding to $235.7 million from $227.7 million, while average
rates paid on deposits remained relatively unchanged at 5.1%.
For the six months ended December 31, 1997, total interest
expense increased by $202,000 to $6.0 million, as compared to the
six months ended December 31, 1996. The increase was the result
of an increase in average balance outstanding to $234.8 million
from $226.0 million, while average rate paid on deposits remained
relatively unchanged at 5.1%.
As a result of the foregoing changes, interest income
increased by a greater amount as compared to interest expense
resulting in an increase in net interest income of $102,000, or
5.4%, to $2.0 million during the three months ended December 31,
1997, as compared to $1.9 million during the three months ended
December 31, 1996. During the six months ended December 31,
1997, net interest income increased by 253,000, or 6.7%, to $3.8
million from $4.1 million for the same period last year.
Provision for Loan Losses
- -------------------------
The Bank had a provision for loan losses of $8,000 for the
quarter ended December 31, 1997, and $11,000 for the six months
ended December 31, 1997. During the three and six months ended
December 31, 1996, the Bank had provisions for loan losses of
$82,000 and $103,000 respectively. Based on management's review
and analysis the allowance for loan losses as of December 31,
1997, was considered adequate.
Noninterest Income
- ------------------
Noninterest income increased by approximately $10,000 to
$74,000 during the three months ended December 31, 1997, as
compared to $64,000 during the three months ended December 31,
1996. For the six months ended December 31, 1997, noninterest
income increased to $146,000, from $133,000 for the six months
ended December 31, 1996. The increase was primarily the result
of an increase in service fees and charges during the three and
six months ended December 31, 1997.
Noninterest Expense
- -------------------
Noninterest expense for the three months ended December 31,
1997, increased by $87,000 to $820,000, from $734,000, compared
to the three months ended December 31, 1996. Compensation and
employee benefits increased $94,000 to $464,000 for the three
months ended December 31, 1997, from $370,000 for the same period
last year, as the noncash charge to expense for ESOP shares
earned reflected a large increase in the market price of Leeds
Federal's stock. Advertising and other expenses increased by
$83,000 for the quarter ended December 31, 1997, due to
additional marketing and other operating expenses. During the
six months ended December 31, 1997, before the one-time pretax
SAIF assessment of $1.4 million, noninterest expense increased
$88,000 to $1.6 million, from $1.5 million, compared to the six
months ended December 31, 1996.
<PAGE>
Capability of the Bank's Data Processing Software to Accommodate
- ----------------------------------------------------------------
the Year 2000
- -------------
Like many financial institutions the Bank relies upon
computers for the daily conduct of its business and for data
processing generally. There is concern among industry experts
that commencing on January 1, 2000, computers will be unable to
"read" the new year and there may be widespread computer
malfunctions. Management has begun an assessment of the
electronic systems, programs, applications and other electronic
components used in the operations of the Bank, and believes that
the Bank has implemented a plan pursuant to which the hardware
and software will be programmed and tested well in advance of
January 1, 2000. Management believes that it will not incur
significant additional costs in connection with the year 2000
issue, although there can be no assurances in this regard.
Reorganization Into the Two-Tier Mutual Holding Company Structure
- -----------------------------------------------------------------
Effective January 21, 1997, the Bank completed its
reorganization into a two-tier mutual holding company structure
(the "Reorganization") with the establishment of a Federal
corporation as the stock holding company parent of the Bank.
Leeds Federal Bankshares, MHC, the Bank's existing mutual holding
company, now owns a majority of the common stock of the new stock
holding company, which owns 100% of the common stock of the Bank.
Each share of Bank common stock that were held by the
stockholders of the Bank were exchanged for a share of common
stock of the stock holding company. The Reorganization of the
Bank was structured as a tax-free reorganization and accounted
for as a pooling of interests. Management believes that the two-
tier holding company structure allows the Bank to retain the
benefits of the mutual holding company structure, and at the same
time give the Bank many of the opportunities available to stock
holding companies that are not currently available in a mutual
holding company structure. The mid-tier structure will offer the
Bank and the holding company greater flexibility to structure and
complete mergers and acquisitions, to diversify operations, and
to repurchase outstanding shares of common stock.
<PAGE>
PART II. OTHER INFORMATION
Legal Proceedings
The Bank is not involved in any litigation, nor is it aware
of any pending litigation, other than legal proceedings
incidental to the Bank's business. In the opinion of management,
no material loss is expected from any such claims or lawsuits.
Changes in Securities
Notes To Consolidated Financial Statements are incorporated by
reference concerning discussion of waiver of dividends by Leeds
Federal Bankshares, M.H.C.
Submission of Matters to a Vote of Security-Holders
(A) On October 22, 1997, the Bank held its annual meeting of
stockholders.
(B) At the annual meeting Directors Hartman and McCleary were
elected to three year terms. The following table shows the terms
of all directors.
<TABLE>
Director's Name Term Began Term Expires
<S> <C> <C>
John F. Amer 1995 1998
Gordon E. Clark 1996 1999
John F. Doyle 1996 1999
Raymond J. Hartman, Jr. 1997 2000
Joan H. McCleary 1997 2000
Marguerite E. Wolf 1995 1998
</TABLE>
(C) There were present at the Annual Meeting in person or by
proxy the holders of 3,302,672 votes, including 2,200,000 votes
held by Leeds Federal Bankshares, M.H.C., (the "Holding
Company"), said votes constituting a majority and more than a
quorum of the outstanding votes entitled to be cast. Of the
votes present at the Annual Meeting in person or by proxy
1,102,672 votes are represented by non-Holding Company, or
Minority Stockholders.
The stockholders acted on the following three matters at the
Annual Meeting, approving each. Set forth below are the results
of the stockholder vote on the matters considered at the Annual
Meeting.
(1) The following directors were elected by the
stockholders to serve for three year terms:
<TABLE>
Votes For Withheld
<S> <C> <C>
Raymond J. Hartman, Jr. 3,298,547 4,125
Joan McCleary 3,299,822 2,850
</TABLE>
(2) Approval of the Agreement and Plan of Reorganization
was approved as follows:
<PAGE>
Votes For Against
Number of Votes 2,982,059 2,800
(3) The appointment of KPMG Peat Marwick, LLP, to be the
Bank's auditors for the fiscal year ending June 30, 1998, was
approved as follows:
For Against
Number of Votes 3,297,347 1,750
Exhibits and Report on Form 8-K
No Form 8-K reports were filed during the quarter.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.
LEEDS FEDERAL SAVINGS BANK
Date: February 12, 1998 /s/ Gordon E. Clark
-----------------------------------
Gordon E. Clark
(President and Chief Executive
Officer)
Date: February 12, 1998 /s/ Kathleen G. Trumpler
-----------------------------------
Kathleen G. Trumpler
(Treasurer and Chief Financial
Officer)
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 9
<MULTIPLIER> 1000
<CAPTION>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1997
<PERIOD-END> DEC-31-1997
<CASH> 0
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 0
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 0
<ALLOWANCE> 0
<TOTAL-ASSETS> 0
<DEPOSITS> 0
<SHORT-TERM> 0
<LIABILITIES-OTHER> 0
<LONG-TERM> 0
<COMMON> 0
0
0
<OTHER-SE> 0
<TOTAL-LIABILITIES-AND-EQUITY> 0
<INTEREST-LOAN> 0
<INTEREST-INVEST> 0
<INTEREST-OTHER> 0
<INTEREST-TOTAL> 0
<INTEREST-DEPOSIT> 0
<INTEREST-EXPENSE> 0
<INTEREST-INCOME-NET> 0
<LOAN-LOSSES> 0
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 0
<INCOME-PRETAX> 0
<INCOME-PRE-EXTRAORDINARY> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<YIELD-ACTUAL> 0
<LOANS-NON> 0
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 0
<CHARGE-OFFS> 0
<RECOVERIES> 0
<ALLOWANCE-CLOSE> 0
<ALLOWANCE-DOMESTIC> 0
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
