WEBFINANCIAL CORP
10-Q, 2000-05-15
VARIETY STORES
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

      (Mark One)

         (X)      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                  THE SECURITIES EXCHANGE ACT OF 1934

                  For the Quarterly Period Ended March 31, 2000
                                       OR
         (  )     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                  THE SECURITIES AND EXCHANGE ACT OF 1934

                          Commission File Number 0-631

                            WEBFINANCIAL CORPORATION
             (Exact name of registrant as specified in its charter)

           Delaware                                             56-2043000
(State or other jurisdiction of                             (I.R.S. Employer
 incorporation or organization)                              Identification No.)

                        150 East 52nd Street, 21st Floor
                               New York, New York
                                      10022
              (Address and zip code of principal executive offices)
                                  877-431-2942
              (Registrant's telephone number, including area code)


     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 ( )

     Indicate by check mark whether the  registrant  has filed all documents and
reports  required  to be filed by  Sections  12, 13, or 15(d) of the  Securities
Exchange Act of 1934 subsequent to the  distribution of securities  under a plan
confirmed by a court. Yes (X) No ( )

     Indicate the number of shares  outstanding of each of the issuer's  classes
of common stock, as of the latest practical date.

          Class                                    Outstanding at May 15, 2000

Common Stock, par value $.001                            4,354,280 Shares

<PAGE>
                    WEBFINANCIAL CORPORATION AND SUBSIDIARIES


                                    FORM 10-Q

                                      INDEX



PART 1--FINANCIAL INFORMATION

Item 1.  Consolidated Financial Statements:

         Consolidated Statements of Financial Condition
         March 31, 2000 and December 31, 1999                                 2

         Consolidated Statements of Operations
         for the three months ended March 31, 2000 and 1999                   4

         Consolidated Statements of Cash Flow
         for the three months ended March 31, 2000 and 1999                   5

         Notes to Consolidated Financial Statements                           7

Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations                                  8

Item 3.  Quantitative and Qualitative Disclosures
         About Market Risk                                                   10

PART II--OTHER INFORMATION

Item 1.  Legal Proceedings                                                   13

Item 2.  Changes in Securities                                               13

Item 3.  Defaults Upon Senior Securities                                     13

Item 4.  Submission of Matters to a Vote of Security Holders                 13

Item 5.  Other Information                                                   13

Item 6.  Exhibits and Reports on Form 8-K                                    14

Signatures                                                                   15




<PAGE>
PART I--FINANCIAL INFORMATION

Item 1.  CONSOLIDATED FINANCIAL STATEMENTS (Amounts in thousands except per
         share amounts)


                   WEBFINANCIAL CORPORATION AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
<TABLE>
<CAPTION>
                                                                   March 31, 2000     December 31, 1999
                                                                   --------------     -----------------
                                                                     (unaudited)
                              Assets
<S>                                                               <C>                    <C>
    Cash and cash equivalents                                     $       7,171          $      7,266
    Investment securities
       Held-to-maturity (estimated fair value $37
         at March 31, 2000 and December 31, 1999)                            37                    37
       Available-for-sale                                                   973                   858
                                                                  -------------          ------------
              Total investment securities                                 1,010                   895

    Loans, net of deferred premium                                       11,618                10,868
        Less allowance for loan loss                                        541                   472
                                                                  -------------          ------------
              Loans, net                                                 11,077                10,396

    Accounts receivable                                                       5                    14
    Prepaid expense                                                         106                    63
    Premises and equipment,
         net of accumulated depreciation and amortization                    95                   101
    Accrued interest receivable                                             219                   163
    Goodwill, net of accumulated
         amortization of $187 and $158                                    1,587                 1,616
    Other assets                                                            528                   428
                                                                  -------------          ------------

                                                                  $      21,798          $     20,942
                                                                  =============          ============
</TABLE>


<PAGE>

                   WEBFINANCIAL CORPORATION AND SUBSIDIARIES
           CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (continued)
<TABLE>
<CAPTION>
                                                                   March 31, 2000     December 31, 1999
                                                                   --------------     -----------------
                                                                     (unaudited)


               Liabilities and Stockholders' Equity
<S>                                                               <C>                    <C>
    Deposits:
      Non interest-bearing demand                                 $         250          $        250
      Interest-bearing time certificates of deposit                       5,846                 4,639
                                                                  -------------          ------------
           Total deposits                                                 6,096                 4,889

    Short term borrowing                                                    775                 1,100
    Accounts payable and accrued liabilities                              1,030                   953
    Deferred revenue, net                                                   154                     -
    Servicing liability                                                     103                   108
                                                                  -------------          ------------

               Total liabilities before minority interests                8,158                 7,050

   Commitments and contingencies                                              -                     -

   Minority interests                                                       470                   457

    Stockholders' Equity
      Preferred stock, 10,000,000 shares authorized, none issued              -                     -
      Common stock, 50,000,000 shares authorized;
         $.001 par value, 4,354,280 and 4,310,192 shares issued
         and outstanding at March 31, 2000 and
         December 31, 1999, respectively                                      4                     4
      Paid-in capital                                                    36,602                36,578
      Unearned compensation                                                 (65)                  (65)
      Accumulated deficit                                               (23,371)              (23,082)
                                                                  -------------          ------------
               Total stockholders' equity                                13,170                13,435
                                                                  -------------          ------------
                                                                  $      21,798          $     20,942
                                                                  =============          ============
</TABLE>


See accompanying notes to consolidated financial statements.



<PAGE>

                   WEBFINANCIAL CORPORATION AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
                 (Amounts in thousands except per share amounts)
<TABLE>
<CAPTION>
                                                                     For the Three Months Ended
                                                               March 31, 2000           March 31, 1999
                                                               --------------           --------------
<S>                                                           <C>                       <C>
Interest and fees on commercial loans                         $            303          $           37
Interest on cash and cash equivalents                                       83                     117
Interest on investment securities available for sale                        20                      36
                                                              ----------------          --------------
         Total interest income                                             406                     190
Interest expense                                                            94                      15
                                                              ----------------          --------------

         Net interest income before loan loss provision                    312                     175

Loan loss provision                                                         65                      26
                                                              ----------------          --------------

         Net interest income after loan loss provision                     247                     149
                                                              ----------------          --------------

Non interest income:
Gain on sale of commercial loans                                            22                     172
Fee income on loans                                                        212                       -
Fee income on structured settlements                                        95                       -
Credit card servicing                                                       50                       -
Other income                                                                 -                      15
                                                              ----------------          --------------

         Total non interest income                                         379                     187
Non interest expenses:
Salaries                                                                   472                     410
Occupancy                                                                   38                      52
Goodwill amortization                                                       30                      32
Selling, general and administrative                                        353                     377
Other                                                                       35                       -
                                                              ----------------          --------------

         Total non interest expenses                                       928                     871

         Loss before minority interests                                   (302)                   (535)
                                                              -----------------         --------------

Loss attributable to minority interests                                     13                      41
                                                              ----------------          --------------

         Net loss                                             $           (289)         $         (494)
                                                              ================          ==============

Basic and diluted net loss per share                          $           (.07)         $         (.12)
Weighted average number of common shares and
  common share equivalents, basic and diluted                        4,352,820               4,246,314
</TABLE>

See accompanying notes to consolidated financial statements.


<PAGE>

                   WEBFINANCIAL CORPORATION AND SUBSIDIARIES
           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW (Unaudited)
                             (Amounts in thousands)
<TABLE>
<CAPTION>

                                                                       For the Three             For the Three
                                                                       Months Ended              Months Ended
                                                                      March 31, 2000            March 31, 1999
                                                                      --------------            --------------
<S>                                                                   <C>                       <C>
Cash flows from operating activities:
Net loss                                                               $       (289)            $        (494)
Adjustments to reconcile net loss to net cash
 provided by (used in) operating activities:
  Minority interest                                                              13                       (41)
  Depreciation and amortization                                                   6                        16
  Common stock granted in lieu of cash                                           24                         -
  Gain on sale of commercial loan                                               (22)                     (172)
  Deferred revenue, net                                                         154                         -
  Loan loss provision                                                            65                        26
  Amortization of loan premiums                                                   -                         6
  Amortization of goodwill                                                       29                        32
  Amortization of premiums for available-for-sale securities                      -                        27
  Amortization of servicing asset                                                (5)                        -
  Cash restricted in escrow                                                       -                     1,687
  Net changes in:
       Accounts receivable                                                        9                         -
       Prepaid expenses                                                         (43)                      (47)
       Accrued interest receivable                                              (56)                      (13)
       Other assets                                                            (100)                       (5)
       Accounts payable and accrued expenses                                     77                       (20)
                                                                       ------------              -------------
        Net cash provided by (used in) operating activities                    (138)                    1,002

Cash flows from investing activities:
  Principal payments received on available-for-sale securities                    -                       220
  Purchase of available-for-sale securities                                    (115)                     (204)
  Purchase of property and equipment                                              -                        (4)
  Net increase in loans                                                        (724)                   (1,222)
                                                                       ------------              ------------
        Net cash used in investing activities                                  (839)                   (1,210)

Cash flows provided by financing activities-
  Net increase in deposits                                                    1,207                     2,607
  Net decrease in line of credit                                               (325)                        -
                                                                       ------------              ------------
        Net cash provided by financing activities                               882                     2,607

Net increase (decrease) in cash and cash equivalents                            (95)                    2,399
Cash and cash equivalents at beginning of period                              7,266                     8,681
                                                                       ------------              ------------

Cash and cash equivalents at end of period                             $      7,171             $      11,080
                                                                       ============             =============
 </TABLE>
<PAGE>
                   WEBFINANCIAL CORPORATION AND SUBSIDIARIES
     CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW (Unaudited) (continued)
                             (Amounts in thousands)

<TABLE>
<S>                                                                    <C>                      <C>
Supplemental disclosure of additional cash activities:
  Cash paid for interest                                               $         94             $          15
</TABLE>
See accompanying notes to consolidated financial statements.



<PAGE>
                   WEBFINANCIAL CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


                      March 31, 2000 and December 31, 1999
                (Amounts in thousands except per share amounts)

1.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Basis of  Presentation--The  accompanying  interim  consolidated  financial
statements of WebFinancial  Corporation and its subsidiaries (the "Company") are
unaudited  and  have  been  prepared  in  conformity  with the  requirements  of
Regulations  S-X  promulgated  under the  Securities  Exchange  Act of 1934,  as
amended (the "Exchange Act"), particularly Rule 10-01 thereof, which governs the
presentation of interim financial statements.  Accordingly,  they do not include
all of the information and footnotes required by generally  accepted  accounting
principles  for  complete  financial   statements.   The  accompanying   interim
consolidated  financial  statements  should  be read  in  conjunction  with  the
Company's  significant  accounting  policies  as  set  forth  in  Note  1 to the
consolidated  financial  statements in the 1999 Annual Report on Form 10-K.  The
consolidated Statement of Financial Condition at December 31, 1999 was extracted
from the Company's audited  consolidated  financial  statements contained in the
1999 10-K, and does not include all disclosures  required by generally  accepted
accounting principles for annual consolidated financial statements.

     In the opinion of  management,  all  adjustments  are  comprised  of normal
recurring  accruals necessary for the fair presentation of the interim financial
statements.  Operating  results  for the  quarter  ended  March 31, 2000 are not
necessarily  indicative  of the results that may be expected for the year ending
December 31, 2000.

2.       ORGANIZATION AND RELATIONSHIPS

     The consolidated  financial  statements include the financial statements of
WebFinancial Corporation and its subsidiaries:  WebFinancial Holding Corporation
("Holding"),  WebBank ("WebBank"),  Praxis Investment Advisers, Inc. ("Praxis"),
WebFinancial Government Lending, Inc. ("Lending"),  and Web Film Financial, Inc.
("Film"),  collectively referred to as the Company.  WebBank is a Utah-chartered
industrial  loan  corporation,  and  is  subject  to  comprehensive  regulation,
examination,  and  supervision  by the  Federal  Deposit  Insurance  Corporation
("FDIC"),  and the State of Utah Department of Financial  Institutions.  WebBank
provides commercial and consumer specialty finance services.

     The  Company  has  received   approval  of  the   Department  of  Financial
Institutions of the State of Utah to cause Lending to become a direct subsidiary
of WebBank and that transaction is expected to be completed in 2000.


<PAGE>
Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

The  following  discussion  should  be  read in  conjunction  with  the  interim
consolidated financial statements of the Company and the Notes thereto.

OVERVIEW

     Business Description  WebFinancial  Corporation,  formerly Rose's Holdings,
Inc., is a holding company  headquartered in New York, NY. As of March 31, 2000,
the Company holds  $7,171,000 in cash,  has no long term debt,  and owns 100% of
WebFinancial Holding Corporation  ("Holding"),  an intermediary holding company,
which owns 90% of WebBank, 90% of Praxis Investment  Advisers,  Inc. ("Praxis"),
100% of Web Financial  Government Lending Corporation  ("Lending"),  and 100% of
Web Film Financial,  Inc. ("Film").  The former President and CEO of Holding, is
the sole minority stockholder and owns the other 10% of WebBank and Praxis.

     WebBank,  located in Salt Lake City,  Utah, is a Utah chartered  Industrial
Loan Corporation ("ILC") regulated by the Federal Deposit Insurance  Corporation
("FDIC") and Utah Department of Financial Institutions and has recently become a
member of the Seattle Federal Home Loan Bank. The ILC charter has the ability to
attract FDIC insured deposits, underwrite insurance, and export Utah's favorable
interest rates and terms to 48 other states. At present,  WebBank has one office
and has no plan to open any other offices. Due to the benefits and powers of the
Utah ILC charter,  WebBank is uniquely  positioned  to develop loan products and
provide other banking  services that could be distributed  throughout the United
States. WebBank was purchased in August 1998 from H&R Block.

     WebBank's   business  plan  contains   three  facets:   Portfolio   Income,
Origination  of USDA B&I loans and SBA loans (as defined  below),  and  Sourcing
Partnerships.

         Portfolio  Income - WebBank is acquiring assets for its portfolio which
         will  include  loans funded under U.S.  Government  credit  enhancement
         programs  such as USDA Rural  Development  Business and Industry  Loans
         ("USDA  B&I"),  Small  Business   Administration   loans  ("SBA"),  and
         investment grade securities.  Deposits accessed from strategic partners
         and  certificates of deposit  ("CD's")  acquired  through a brokered CD
         program fund the  purchases of these  assets.  At present,  WebBank has
         about  $13.3  million  of assets  and $6.1  million  of  deposits,  and
         believes  it will be able to grow its asset base to  approximately  $40
         million without any additional equity.

         Origination  of USDA B&I loans and SBA loans - These Loan  programs are
         sponsored by U.S.  Government  agencies that encourage lending to small
         businesses  by  guaranteeing  a portion  of the loan (up to 90%) with a
         full faith and credit  guarantee of the United  States  Government.  In
         fiscal year 1999, the USDA B&I loan guarantee program had the authority
         to guarantee up to $1 billion dollars,  and since 1994 this program has
         guaranteed about $3.5 billion dollars of B&I loans. Generally, USDA B&I
         loans tend to be for  amounts  less than $10  million,  and WebBank has
         been  able  to  structure  these  loans  with   prepayment   penalties,
         adjustable  rates,  and  other  features  to  enhance  the  safety  and
         marketability  of the loans. To date,  WebBank has funded $14.8 million
         of these loans,  and has signed  commitment  letters for  approximately
         $14.5  million of  additional  loans.  WebBank  expects to close all of
         these  potential  loans in the next 3 months.  In general,  the WebBank
         will sell the  guaranteed  portions  of the loans while  retaining  the
         unguaranteed portions and servicing rights to the loans.

         Sourcing  Partnerships  - Sourcing  Partnerships  are joint ventures in
         which WebBank works with certain specialty loan originators.  WebBank's
         Utah  Industrial   Loan  Charter  allows  the  originator   flexibility
         regarding loan structure,  terms and/or conditions. In general, WebBank
         and its Sourcing Partner ("Partner") will jointly agree on underwriting
         criteria.  The  Partner  will agree  contractually  to  purchase  loans
         WebBank  originates under the program and to directly reimburse WebBank
         for any and all  costs of  origination,  including  legal,  compliance,
         management  oversight,   and  audit  costs.   WebBank's  Partners  will
         contribute  marketing,   sales,  in-depth  industry  knowledge  and  an
         origination network.  WebBank will establish underwriting standards and
         approve the credit and  originate  qualifying  loans  presented  by the
         Partners.  WebBank  may  resell  the  loans  to  the  Partner,  thereby
         minimizing  portfolio and credit risk while securing  attractive  fees.
         WebBank believes these  arrangements can generate  consistent fee based
         income streams without any  significant  risks to WebBank or depositors
         and with  minimal  incremental  expense to WebBank  (since all expenses
         will be reimbursed). Additionally, the Partners will place a deposit in
         WebBank in excess of the daily  production of their loan program,  with
         WebBank's  right to  offset  any  losses  against  these  deposits.  At
         present,  WebBank has five Sourcing  Partnerships  that are  generating
         loans.  WebBank is currently  negotiating with other specialty loan and
         credit card issuers.

     WebFinancial  Government  Lending,  Inc - In late June  1999,  the  Company
funded Lending to compliment and support the  government  lending  activities of
WebBank.  In the second quarter of 2000,  Lending is expected to become a direct
subsidiary of WebBank.

     On December 31, 1999, the Company had net operating loss  carry-forwards of
approximately  $37 million that are  scheduled to expire during the years ending
2010 through 2018. The Company has treated net operating  losses  incurred prior
to April 28, 1995 (the "Effective Date") in accordance with Section 382(1)(5) of
the Internal Revenue Code. As a result,  there is  approximately  $27 million in
net operating losses incurred prior to the Effective Date as well as $10 million
incurred subsequent to the Effective Date available as carryovers.

     At the June  26,  1997  meeting  the  Company's  shareholders  approved  an
amendment  to  the  Corporation's   Certificate  of  Incorporation  to  prohibit
purchases  of  more  than  5% of the  Company's  shares.  The  purpose  of  this
limitation is to help assure that the consolidated corporation's substantial tax
benefits (in the form of net operating loss  carry-forwards) will continue to be
available to offset future taxable income.

RESULTS OF OPERATIONS

     Revenue  - The  Company  reported  net  interest  income  after  loan  loss
provision  for the three  months  ended March 31, 2000 and 1999 of $247,000  and
$149,000,  respectively.  Servicing income and other income totaled $379,000 and
$187,000,  for the three months ended March 31, 2000 and 1999.  The increases in
net  interest  income  after loan losses and  servicing  income and other income
result primarily from greater loan volume.

     Costs and Expenses - Operating expenses totaled $928,000 and $871,000,  for
the three  months  ended March 31, 2000 and 1999,  respectively,  and  consisted
primarily of salary and benefits, facilities rentals, and professional fees. The
increase in Salaries was due to the amounts owed to certain terminated  officers
of WebBank.

LIQUIDITY AND CAPITAL RESOURCES

     As of March 31,  2000 and  December  31, 1999 the  Company's  cash and cash
equivalents totaled approximately $7,171,000 and $7,266,000,  respectively. Cash
utilized by WebBank for loan  activity  offset by  increased  time  deposits are
major  factors  affecting  the  cash and cash  equivalent  decrease.  Management
believes  that the  Company's  current  cash and cash  equivalent  balances  and
expected  operating  cash flows and available  credit lines are adequate to meet
its liquidity needs through the next year.

     The Company continues to actively seek acquisition transactions.  There can
be no  assurance  that  the  Company  will be  able to  locate  or  purchase  an
additional  business,  or that such business,  will be  profitable.  In order to
finance  an  acquisition,  the  Company  may be  required  to  incur  or  assume
indebtedness or issue securities.
<PAGE>
FORWARD-LOOKING STATEMENTS

     The following important factors,  among others,  could cause actual results
to differ materially from those indicated by forward-looking  statements made in
this Quarterly  Report of Form 10-Q and presented  elsewhere by management.  All
forward-looking  statements  included in this document are based on  information
available  to the  Company  on the  date  hereof,  and the  Company  assumes  no
obligation  to  update  any  such  forward-looking   statements.   A  number  of
uncertainties  exist that could affect the Company's future  operating  results,
including, without limitation,  general economic conditions, changes in interest
rates, the company's ability to attract  deposits,  and the Company's ability to
control costs.  Because of these and other factors,  past financial  performance
should not be  considered an  indication  of future  performance.  The Company's
future quarterly operating results may vary significantly.  Investors should not
use historical  trends to anticipate future results and should be aware that the
trading price of the Company's Common Stock may be subject to wide  fluctuations
in response to  quarterly  variations  in operating  results and other  factors,
including those discussed above.

Item 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     The  Company   maintains  an  investment   portfolio  and  participates  in
commercial loans. Both of these activities are subject to specific policies that
are  focused on  preserving  principal,  maintaining  proper  liquidity  to meet
operating needs, and maximizing yields.

     The Company's  operations may be subject to a variety of market risks,  the
most material of which is the risk of changing  interest rates.  Most generally,
interest rate risk is the volatility in financial  performance  attributable  to
changes in market interest rates,  which may result in either fluctuation of net
interest income or changes to the economic value of the equity of the Company.

     The  following  discusses  certain  factors  which may affect the Company's
financial  results and  operations  and should be considered  in evaluating  the
Company.

     Interest Rates.  The Company's  earnings are impacted by changing  interest
rates.  Changes  in  interest  rates  impact  the level of loans,  deposits  and
investments,  the credit profile of existing loans,  the rates received on loans
and  securities  and the rates paid on  deposits  and  borrowings.  The  Company
anticipates  that  interest  rates may  continue to increase  should the Federal
Reserve Board  continue to raise rates.  However,  significant  fluctuations  in
interest rates may have an adverse affect on the Company's  financial  condition
and results of operations.

     Government  Regulation and Monetary Policy. The banking industry is subject
to extensive federal and state supervision and regulation.  Significant new laws
or changes in existing laws, or repeals of existing laws may cause the Company's
results to differ materially.  Further, federal monetary policy, particularly as
implemented  through the Federal  Reserve System,  significantly  affects credit
conditions for the Company and a material change in these  conditions could have
a material  adverse impact on the Company's  financial  condition and results of
operations.

     Competition. The banking and financial services businesses in the Company's
lines  of  business  are  highly  competitive.   The  increasingly   competitive
environment  is a result of changes in  regulation,  changes in  technology  and
product  delivery  systems,  and the accelerating  pace of  consolidation  among
financial  services  providers.  The  results  of  the  Company  may  differ  if
circumstances affecting the nature or level of competition change.

     Credit Quality.  A source of risk arises from the  possibility  that losses
will be sustained because borrowers,  guarantors and related parties may fail to
perform in  accordance  with the terms of their  loans.  The Company has adopted
underwriting and credit monitoring procedures and credit policies, including the
establishment  and review of the allowance for credit  losses,  that  management
believes are  appropriate  to minimize this risk by assessing the  likelihood of
nonperformance,  tracking loan performance and diversifying the Company's credit
portfolio.  These policies and procedures,  however,  may not prevent unexpected
losses that could have a material adverse effect on the Company's results.

     Non-banking  Activities.  The  Company may expand its  operations  into new
non-banking activities in 2000. Although the Company has experience in providing
bank-related  services,  this  expertise may not assist us in our expansion into
non-banking activities. As a result, we may be exposed to risks associated with,
among other things,  (1) a lack of market and product  knowledge or awareness of
other  industry  related  matters  and (2) an  inability  to attract  and retain
qualified employees with experience in these non-banking activities.

     Year 2000 Compliance. Most of the Company's operations are dependent on the
efficient  functioning of the Company's computer systems and software.  Computer
system  failures  or  disruption  could  have a material  adverse  effect on the
Company's  financial  condition  and results of  operations.  As of May 3, 2000,
WebBank  experienced  no problems with respect to Year 2000  technology  issues.
This does not mean that some problems may not occur in the future.

     Proposed Legislation. From time to time, various types of federal and state
legislation  have been proposed that could result in additional  regulation  of,
and modifications of restrictions on, the business of the Company.  It cannot be
predicted whether any legislation  currently being considered will be adopted or
how such  legislation  or any other  legislation  that  might be  enacted in the
future would affect the business of the Company.

     Other  Risks.  From time to time,  the  Company  details  other  risks with
respect  to its  business  and/or  financial  results  in its  filings  with the
Commission.


<PAGE>
                   WEBFINANCIAL CORPORATION AND SUBSIDIARIES


PART II--OTHER INFORMATION

Item 1.  LEGAL PROCEEDINGS.

     In January 2000, a former  executive  officer and director of the Company's
subsidiary  Praxis (the "officer")  filed a lawsuit in the Superior Court of the
State of  California,  County of Napa against the Company,  Praxis and Holdings.
The lawsuit  alleges that Praxis has breached its employment  agreement with the
officer.  The lawsuit also asserts  claims for  interference  with  contract and
unjust enrichment based upon the purported wrongful termination of the officer's
employment  contract with Praxis.  The lawsuit  seeks damages of an  unspecified
amount and compliance by Praxis with the  termination  pay out provisions in the
officer's  employment  agreement  relating  to  purchase  of the  officer's  10%
interest in Praxis and WebBank (both 90% owned  subsidiaries  of the Company) at
their  fair  market  value.  The time  for the  Company  to  answer  and  assert
Counterclaims  in this matter has not yet  expired.  The Company and Praxis deny
that  Praxis  wrongfully  terminated  the  officer's  employment  and  intend to
vigorously  defend this  matter.  The Company does not believe that this lawsuit
will have a  material  adverse  impact on its  financial  condition,  results of
operations, or liquidity.

Item 2.  CHANGES IN SECURITIES.

     During  January  2000, a total of 4,284 shares of Company stock were issued
to three  board  members  as  compensation  for their  services  during  the two
previous  quarters.  The fair market value of the stock on the day it was issued
was $5.60 per share.

Item 3.  DEFAULTS UPON SENIOR SECURITIES.

     Not applicable.

Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

     No matter was  submitted  to a vote of security  holders  during the period
covered by this report.

Item 5.  OTHER INFORMATION.

     None


<PAGE>
Item 6.  EXHIBITS AND REPORTS ON FORM 8-K.

(a)      Exhibits

                  See exhibit index immediately following the signature page.

         (b)      Reports in Form 8-K

                  There  were no 8-K  reports  filed by the  company  during the
                  quarter  ended March 31, 2000.  However,  the Company filed an
                  8-K  report  on  May  4,  2000  reporting  the  change  in its
                  certified public accountants.


<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.


                            WEBFINANCIAL CORPORATION


                                    By      /s/Warren G. Lichtenstein
                                            Warren G. Lichtenstein
                                            President



                                    By      /s/Jack L. Howard
                                            Jack L. Howard
                                            Vice President





Date:  May 15,2000

<PAGE>
                                  EXHIBIT INDEX


11       Statement Regarding Computation of Net Loss Per Share

27       Financial Data Schedule as Part of the Electronic Filing Only





<PAGE>


                                                                      Exhibit 11


                   WEBFINANCIAL CORPORATION. AND SUBSIDIARIES
              Statement Regarding Computation of Net Loss Per Share

<TABLE>
<CAPTION>
                                                                 For the Three             For the Three
                                                                  Months Ended              Months Ended
                                                                 March 31, 2000            March 31, 1999
                                                                 --------------            --------------


<S>                                                             <C>                      <C>
Net loss                                                        $         (289)          $         (494)

Weighted average common shares outstanding                           4,352,820                4,246,314


Shares used in computation                                           4,352,820                4,246,314
                                                                ==============           ==============


Net loss per share                                              $        (.07)           $        (.12)
                                                                =============            =============
</TABLE>

<TABLE> <S> <C>

<ARTICLE>                     9
<CIK>                         0000085149
<NAME>                        WEBFINANCIAL CORPORATION
<MULTIPLIER>                  1,000
<CURRENCY>                    DOLLARS

<S>                                            <C>
<PERIOD-TYPE>                                  3-MOS
<FISCAL-YEAR-END>                              DEC-31-2000
<PERIOD-START>                                 JAN-01-2000
<PERIOD-END>                                   MAR-31-2000
<EXCHANGE-RATE>                                1
<CASH>                                          7,171
<INT-BEARING-DEPOSITS>                          5,151
<FED-FUNDS-SOLD>                                    0
<TRADING-ASSETS>                                    0
<INVESTMENTS-HELD-FOR-SALE>                         0
<INVESTMENTS-CARRYING>                              0
<INVESTMENTS-MARKET>                            1,010
<LOANS>                                        11,618
<ALLOWANCE>                                       541
<TOTAL-ASSETS>                                 21,798
<DEPOSITS>                                      6,096
<SHORT-TERM>                                      775
<LIABILITIES-OTHER>                             1,287
<LONG-TERM>                                         0
                               0
                                         0
<COMMON>                                            4
<OTHER-SE>                                     13,166
<TOTAL-LIABILITIES-AND-EQUITY>                 21,798
<INTEREST-LOAN>                                   303
<INTEREST-INVEST>                                  20
<INTEREST-OTHER>                                    0
<INTEREST-TOTAL>                                  406
<INTEREST-DEPOSIT>                                 83
<INTEREST-EXPENSE>                                 94
<INTEREST-INCOME-NET>                             312
<LOAN-LOSSES>                                      65
<SECURITIES-GAINS>                                 22
<EXPENSE-OTHER>                                   928
<INCOME-PRETAX>                                  (289)
<INCOME-PRE-EXTRAORDINARY>                       (289)
<EXTRAORDINARY>                                     0
<CHANGES>                                           0
<NET-INCOME>                                     (289)
<EPS-BASIC>                                       (.07)
<EPS-DILUTED>                                       (.07)
<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>                                 541
<ALLOWANCE-DOMESTIC>                              541
<ALLOWANCE-FOREIGN>                                 0
<ALLOWANCE-UNALLOCATED>                             0


</TABLE>


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