STATEFED FINANCIAL CORP
10QSB, 1998-02-17
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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<PAGE>

                      SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC 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 December 31, 1997

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

                        Commission File Number 0-22790

                        STATEFED FINANCIAL CORPORATION
- ----------------------------------------------------------------------------
       (Exact name of small business issuer as specified in its charter)

               Delaware                                   42-1410788
   ---------------------------------          -------------------------------
     (State of other jurisdiction             (I.R.S. Employer Identification
   of incorporation or organization)                    or Number)

                   519 Sixth Avenue, Des Moines, Iowa 50309
- ------------------------------------------------------------------------------
                   (Address of principal executive offices)

                                (515) 282-0236
- ------------------------------------------------------------------------------
                          (Issuer's telephone number)

         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 [ ]

         State the number of Shares outstanding of each of the issuer's
classes of common equity, as the latest date:

         As of February 12, 1998, there were 1,559,596 shares of the
Registrant's common stock issued and outstanding.

<PAGE>

                        STATEFED FINANCIAL CORPORATION

                                  Form 10-QSB

                                     Index

Financial Information                                                 Page No.

   Item 1.  Consolidated Financial Statements:

            Consolidated Statements of Financial Condition
            as of December 31, 1997 and June 30, 1997                     3

            Consolidated Statements of Operations for the Three
            Month Periods Ending December 31, 1997 and December
            31, 1996 and for the Six Month Periods ending
            December 31, 1997 and December 31, 1996 4

            Consolidated Statement of Stockholders'
            Equity for the Six Months ended December 31, 1997             5

            Consolidated Statements of Cash Flows
            for the Six Months ended December 31, 1997  and
            December 31, 1996                                             6

            Notes to Consolidated Financial Statements                    7

   Items 2. Management's Discussion and Analysis of
            Financial Condition and Results of Operations                 9

PART II.    Other Information                                            13

            Signatures                                                   14

                                       2
<PAGE>




                        STATEFED FINANCIAL CORPORATION
                CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                     December 31, 1997 and June 30, 1997


PART I. Financial Information                           
Item 1. Financial Statements                            
<TABLE>
<CAPTION>
                                
                                                                            (Unaudited)          
                                                             December 31, 1997         June 30, 1997 
<S>                                                            <C>                      <C>
ASSETS
Cash and amounts due from depository institutions                $8,845,252              $3,634,086  
Investments in certificates of deposit                            2,073,825               4,435,425  
Investment securities                                             3,240,743               3,477,168  
Loans receivable, net                                            68,377,526              68,177,746  
Real estate acquired for development                                210,542                 435,484  
Real estate held for investment, net                              2,264,864               1,933,532  
Property acquired in settlement of loans                            246,077                 333,939  
Office property and equipment, net                                1,497,143               1,418,982  
Federal Home Loan Bank stock, at cost                               950,000                 950,000  
Accrued interest receivable                                         544,624                 567,478  
Prepaid expenses and other assets                                   357,225                 314,754  
                                                                -----------             -----------
        TOTAL ASSETS                                            $88,607,821             $85,678,594  
                                                                ===========             ===========
LIABILITIES AND STOCKHOLDERS' EQUITY                             
                                
Liabilities:                            
Deposits                                                        $53,147,460             $50,345,972  
Advances from Federal Home Loan Bank                             19,000,000              19,000,000  
Advances from borrowers for taxes and insurance                     336,219                 490,053  
Accrued interest payable                                              1,431                 128,881  
Dividends payable                                                    77,872                  78,372  
Income taxes:current and deferred                                   200,557                 200,327  
Other liabilities                                                   199,873                 201,982               
                                                                -----------             -----------
        TOTAL LIABILITIES                                       $72,963,412             $70,445,587           
                                                                -----------             -----------
Stockholders' equity:                                           
Common stock                                                         $8,905                  $8,905                
Additional paid-in capital                                        8,452,831               8,398,857             
Unearned compensation - restricted stock awards                    (377,066)               (423,576)             
Unrealized gain (loss) on investments                               138,519                  57,462                
Treasury stock                                                   (1,672,734)             (1,560,859)             
Retained earnings - substantially restricted                      9,093,954               8,752,218             
                                                                -----------             -----------
   TOTAL STOCKHOLDERS' EQUITY                                   $15,644,409             $15,233,007           
                                                                -----------             -----------
   TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                   $88,607,821             $85,678,594           
                                                                ===========             ===========
                                       
</TABLE>
                                      3

<PAGE>


                        STATEFED FINANCIAL CORPORATION
                    CONSOLIDATED STATEMENTS OF OPERATIONS
            For the Three Months Ending December 31, 1997 and 1996
           and For the Six Months Ending December 31, 1997 and 1996
<TABLE>
<CAPTION>

                                                                
                                                         Three Months Ended             Six Months Ended                
                                                             December 31                   December 31            
                                                             (Unaudited)                   (Unaudited)        
                                                      --------------------------    ----------------------------     
                                                        1997            1996            1997            1996
                                                        ----            ----            ----            ----
<S>                                                   <C>             <C>            <C>             <C>
Interest Income:                                                                
Loans                                                 $1,557,121      $1,449,030     $2,988,005      $2,843,617   
Investments                                              130,116         122,532        281,004         251,445   
Other                                                     85,383          26,335        136,875          52,008   
                                                      ----------      ----------     ----------      ----------
    Total interest income                              1,772,620       1,597,897      3,405,884       3,147,070   
                                                                
Interest Expense:                                                               
Deposits                                                 713,068         626,517      1,419,115       1,231,861   
Borrowings                                               289,555         278,736        581,555         511,561  
                                                      ----------      ----------     ----------      ---------- 
    Total interest expense                             1,002,623         905,253      2,000,670       1,743,422   
                                                                
Net interest Income                                      769,997         692,644      1,405,214       1,403,648   
Provision for loan losses                                  6,000           6,000         12,000          12,000   
                                                      ----------      ----------     ----------      ---------- 
                                                              
Net interest income after                                                           
  provision for loan losses                              763,997         686,644      1,393,214       1,391,648   
                                                                
Non-interest Income:                                                            
Real estate operations                                   105,949         112,995        200,254         211,701   
Gain on sale of real estate                                1,772          11,004          1,836          11,070   
Other                                                     23,400          17,222         58,465          31,441   
                                                      ----------      ----------     ----------      ----------
    Total non-interest income                            131,121         141,221        260,555         254,212   
                                                                
Non-interest expense:                                                                         
Salaries and benefits                                    247,118         208,805        464,342         411,684   
Real estate operations                                    68,458          61,000        131,546         121,995   
Occupancy and equipment                                   25,931          28,824         55,160          55,558   
FDIC premiums and OTS assessments                          9,938          33,045         19,876         356,577   
Data processing                                           21,009          20,793         43,059          40,808   
Other                                                    113,059          84,993        188,575         165,834   
                                                      ----------      ----------     ----------      ----------
    Total non-interest expense                           485,513         437,460        902,558       1,152,456   
                                                      ----------      ----------     ----------      ---------- 
                                                               
Income before income taxes                               409,605         390,405        751,211         493,404   
                                                                
Income tax expense                                       136,565         135,320        253,730         171,140   
                                                      ----------      ----------     ----------      ----------
Net income                                              $273,040        $255,085       $497,481        $322,264   
                                                      ==========      ==========     ==========      ========== 
Earnings per share                                         $0.18           $0.17          $0.33           $0.22 
Earnings per share-assuing dilution                        $0.18           $0.17          $0.32           $0.21 
                                                               
</TABLE>
                                      4
<PAGE>
                        STATEFED FINANCIAL CORPORATION
                CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                  For the Six Months Ended December 31, 1997
                                 (Unaudited)


Balance - June 30, 1997                                             $15,233,007
Additional paid in capital                                               53,974
Net unrealized gain on investment securities                             81,056
Dividends declared                                                     (155,745)
Repurchase of 5,000 shares treasury stock                              (111,875)
ESOP common stock released for allocation                                36,875
Amortization of MRP contribution                                          9,636
Net income                                                              497,481
                                                                    -----------
Balance December 31, 1997                                           $15,644,409
                                                                    ===========
                                      5
<PAGE>

                        STATEFED FINANCIAL CORPORATION
                    CONSOLIDATED STATEMENTS OF CASH FLOWS
   For the Six Month Periods Ending December 31, 1997 and December 31, 1996
                                 (Unaudited)

<TABLE>
<CAPTION>
                                                                 December 31, 1997       December 31, 1996
                                                                 -----------------       -----------------
<S>                                                                   <C>                     <C>
Cash Flows From Operating Activities      
Net Income                                                           $  497,481            $   322,264                     
Adjustments to reconcile net income to                                  
net cash provided by operating activities:                                      
Depreciation                                                             40,263                 58,696                       
Amortization of purchase loan discounts                                  (7,738)                (4,048)                      
Amortization of MRP and ESOP                                            100,484                 85,729                       
Deferred loan fees                                                       (6,388)                28,137                       
Provision for losses on loans                                             5,623                 12,000                       
Change in:                                       
      Accrued interest receivable                                        22,854                (13,657)             
      Prepaid expenses and other assets                                 (42,471)                 8,493                
      Accrued interest payable                                         (127,450)              (126,461)            
      Other Liabilities                                                  (1,879)                  (507)   
                                                                    -----------           ------------        
   NET CASH FLOWS PROVIDED BY OPERATING ACTIVITIES                   $  480,779            $   370,646             
                                
CASH FLOWS FROM INVESTING ACTIVITIES                            
Maturity of investments in certificates of deposit                   $2,361,600                 $2,801               
Purchase of investment securities                                      (632,518)              (201,388)            
Proceeds from maturiting investment securities                          950,000                200,000              
Net increase in loans outstanding                                      (191,277)            (5,333,163)                  
Investment in real estate held for development                          224,942               (283,047)            
Investment in real estate acquired in settlement of loans                87,862                     --              
Purchase of real estate held for investment                            (347,016)                (5,150)              
Purchase of office property and equipment                              (102,740)                (6,198)              
                                                                    -----------           ------------
  NET CASH FLOWS PROVIDED (USED) BY INVESTING ACTIVITIES             $2,350,853            $(5,626,145)                 
                
CASH FLOWS FROM FINANCING ACTIVITIES            
Net increase (decrease) in deposits                                  $2,801,488            $ 2,484,452   
Advances from the Federal Home Loan Bank                             11,000,000              4,000,000   
Repayment of advances from the Federal Home Loan Bank               (11,000,000)                    --   
Net decrease in advances from borrowers                                (153,834)               (40,174)  
Proceeds from stock options exercised                                        --                 10,000   
Dividends paid                                                         (156,245)              (160,796)  
Purchase of treasury stock                                             (111,875)              (503,625)  
                                                                    -----------           ------------
  NET CASH FLOWS PROVIDED BY FINANCING ACTIVITIES                    $2,379,534            $ 5,789,857   
                                                                    -----------           ------------                   
CHANGE IN CASH AND CASH EQUIVALENTS                                  $5,211,166            $   534,358   
                                                                    -----------           ------------                   
CASH AND CASH EQUIVALENTS, beginning of period                       $3,634,086            $ 2,564,267   
                                                                    -----------           ------------
CASH AND CASH EQUIVALENTS, end of period                             $8,845,252            $ 3,098,625   
                                                                    ===========          =============
</TABLE>
                                      6
<PAGE>

                        STATEFED FINANCIAL CORPORATION
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
      For the Three Months Ending December 31, 1997 and December 31, 1996
    And for the Six Months Ending December 31, 1997 and December 31, 1996
                                  (Unaudited)


1.       BASIS OF PRESENTATIONS

         The foregoing consolidated financial statements are unaudited (with
the exception of the Consolidated Statements of Financial Condition for June
30, 1997). However, in the opinion of management, all adjustments necessary
for a fair presentation of the consolidated financial statements have been
included. Results for any interim period are not necessarily indicative of
results expected for the year. The interim consolidated financial statements
include the accounts of StateFed Financial Corporation (the "Company"), its
subsidiary, State Federal Savings and Loan Association (the "Association" or
"State Federal") and the Association's subsidiary, State Service Corporation.

2.        EARNINGS PER SHARE OF COMMON STOCK

     The Company has adopted Statement of Financial Accounting Standard No.
123, "Earnings Per Share" for periods ending after December 15, 1997. This new
Statement simplifies the standards for computing earnings per share (EPS) and
makes them comparable to international EPS standards. It replaces the
presentation of primary EPS with a presentation of basic EPS. It also requires
dual presentation of basic and diluted EPS on the face of the income statement
and requires a reconciliation of the numerator and denominator of the basic
EPS computation to the numerator and denominator of the diluted EPS
computation. The Statement also requires restatement of all prior-period EPS
data presented.

     The following data shows the amounts used in computing earnings per share
and the effect on income and the weighted average number of shares of dilutive
potential common stock. The number of shares used in the calculations for the
periods reflect the 1-for-1 stock split on October 31, 1997.
<TABLE>
<CAPTION>

                                                       Three Months Ended                  Six Months Ended
                                                          December 31                        December 31
                                                 -------------------------------    -------------------------------
                                                      1997            1996               1997            1996
                                                 --------------- ---------------    --------------- ---------------
<S>                                               <C>               <C>               <C>             <C>
Net income - available to common 
stockholders in the computation of basic
earnings per share and diluted earnings 
per share                                          $    273,040     $   255,085        $   497,181     $   322,264
                                                   

Weighted  average  number of common 
hares used in basic earnings per share                1,481,791       1,479,942          1,484,241       1,491,410

Effect of dilutive stock options                         62,465          44,073             58,277          42,375
                                                   ============     ===========        ===========     ===========

Weighted average number of common
shares and dilutive potential common
stock used in diluted earnings per share              1,544,256       1,524,015          1,542,518       1,533,785
                                                   ============     ===========        ===========     ===========
</TABLE>


                                       7

<PAGE>



3.       REGULATORY CAPITAL REQUIREMENTS

         Pursuant to Federal law, savings institutions must meet three
separate capital requirements. The Association's capital ratios and balances
at December 31, 1997 are as follows:

                                              Amount            %
                                              -----------------------
         Tangible Capital:                   (Dollars in thousands)
                  Association's              $ 8,876           10.66%
                  Requirement                  1,248            1.50%
                                             -------         -------
                  Excess                     $ 7,628            9.16%
         Core Capital:
                  Association's              $ 8,876           10.66%
                  Requirement                  2,497            3.00%
                                             -------          ------
                  Excess                     $ 6,379            7.66%
         Risk-Based Capital:
                  Association's              $ 9,103           18.94%
                  Requirement                  3,844            8.00%
                                             -------          ------
                  Excess                     $ 5,259           10.94%



4.       STOCK OPTION PLAN

         During the company's annual meeting held in October, 1994, the
stockholders ratified the Company's 1993 stock option plan. Under the terms of
stock option plan, options to purchase shares of the company's stock at $10
per share were granted. Options for 85,692 were granted under the plan and
there were 17,192 shares reserved for future grants. During the three months
ended December 31, 1997 no options were exercised.

5.       STOCK REPURCHASE PLAN

         On January 17, 1997, the Company's Board of Directors authorized
management to repurchase up to 39,000 shares of the Company's common stock
over the next twelve months. During the three month period ending December 31,
1997, no shares were repurchased. A total of 11,400 shares have been
repurchased since January 17, 1997, at a cost of $229,605.


                                       8
<PAGE>



                                 PART I ITEM 2

                        STATEFED FINANCIAL CORPORATION

               Management's Discussion and Analysis of Financial
                      Condition and Results of Operations

General

         The accompanying Consolidated Financial Statements include StateFed
Financial Corporation (the "Company") and its wholly owned subsidiary, State
Federal Savings and Loan Association (the "Association or State Federal"). All
significant inter-company transactions and balances are eliminated in
consolidation. The Company's results of operations are primarily dependent on
the Association's net interest margin, which is the difference between
interest income earned on interest-earning assets and interest expense paid on
interest-bearing liabilities. The Association's net income is also affected by
the level of its non-interest expenses, such as employee compensation and
benefits, occupancy expenses, and other expenses.

Financial Condition

         The Company's total assets increased $2.9 million, or 3.4%, from
$85.7 million at June 30, 1997 to $88.6 million at December 31, 1997. This
increase was due primarily to an increase in cash of $5.2 million, partially
offset by a decrease in investments in certificates of deposit of $2.4
million.

         Net loans receivable increased $200,000, from $68.2 million at June
30, 1997 to $68.4 million at December 31, 1997. The increase in the loan
portfolio occurred as a result of an increase in loan originations comprised
primarily of adjustable rate mortgage loans and fixed-rate mortgage loans on
residential properties.

         Total deposits increased by $2.8 million, or 5.6%, from $50.3 million
at June 30, 1997 to $53.1 million at December 31, 1997. Certificate accounts
increased $2.5 million, money market fund accounts increased $161,000, Now
accounts increased $395,600, while passbook accounts decreased $209,000.

         Total stockholders' equity increased $411,400 from $15.2 million at
June 30, 1997 to $15.6 million at December 31, 1997. The increase was
primarily to net income of $497,500, amortization of employee stock awards and
options of $100,500, and a change in net unrealized gain on investments
securities of $8l,100, offset by the result of treasury stock repurchase of
$111,900 and dividends of $155,800.


                                       9
<PAGE>



Comparison of Operating Results for the Three Months Ending December 31, 1997
and December 31, 1996

         General. Net income increased $17,900 to $273,000 for the three
months ended December 31, 1997 from $255,100 for the three months ended
December 31, 1996. The increase was primarily the result of an increase in net
interest income of $77,400, partially offset by an increase in non-interest
expense of $48,100, a decrease in non-interest income of $10,100, and an
increase in income tax expense of $1,200.

         Net Interest Income. Net interest income increased $77,400, or 11.2%,
from $692,600 for the three months ended December 31, 1996 to $770,000 for the
three months ended December 31, 1997. This increase was primarily the result
of a $108,100 increase in interest earned on loans receivable, an increase of
$59,100 in other interest, and an increase of $7,600 in interest earned on
investments, offset by a $86,600 increase in interest paid on savings deposits
and a $10,800 increase in interest paid on borrowed funds.

         Interest Income. Interest income increased $174,700, to $1,772,600
for the three months ended December 31, 1997 to $1,597,900 for the three
months ended December 31, 1996 as a result of an increase in net loans
receivable.

         Interest Expense. Interest expense increased $97,400 from $905,200 in
the three months ended December 31, 1996 to $1,002,600 in the three months
ended December 31, 1997 . This increase resulted primarily from an increase in
interest paid on deposits and, to a lesser extent, an increase in interest
paid on borrowed funds.

         Provision for Loan Losses. The provision for loan losses remained
unchanged in the three months ended December 31, 1997 as compared to the three
months ended December 31, 1996. The provision during the three months ended
December 31, 1997 was based on management's analysis of the allowance for loan
losses. The Company will continue to monitor its allowance for loan losses and
make future additions to the allowance through the provision for loan losses
as economic conditions dictate. Although the Company maintains its allowance
for loan losses at a level which it considers to be adequate to provide for
potential losses, there can be no assurance that future losses will not exceed
estimated amounts or that additional provisions for loan losses will not be
required for future periods.

         Non-interest Income. Non-interest income decreased $10,100 from
$141,200 in the three months ended December 31, 1996 to $131,100 in the three
months ended December 31, 1997, primarily as a result of a decrease in the
gain on sale of real estate.

         Non-interest Expense. Non-interest expense increased from $437,500 in
the three months ended December 31, 1996 to $485,500 in the three months ended
December 31, 1997. This increase of $48,000, or 11.0%, was primarily the
result of a increase in other non-interest expense of $28,100, an increase in
salaries and benefits of $38,400, and an increase in real estate operations of
$7,000, partially offset by a decrease in FDIC premiums and OTS assessments of
$23,100 and a decrease in occupancy and equipment expenses of $2,900.

                                      10
<PAGE>

           Income Tax Expense. Income tax expense was $136,600 for the three
months ended December 31, 1997 compared to $135,300 for the three months ended
December 31, 1996, an increase of $1,300. This increase was primarily due to
the increase in net income.


Comparison of the Six Months Ending December 31, 1997 and December 31, 1996

         General. Net income increased $175,200 from $322,300 for the six
months ended December 31, 1996 to $497,500 for the six months ended December
31, 1997. The increase was primarily the result of an decrease in non-interest
expense of $249,900 and an increase in non-interest income of $6,300,
partially offset by an increase in income tax expense of $82,600.

         Net Interest Income. Net interest income was $1.4 million for the six
months ended December 31, 1996 and for the six months ended December 31, 1997.
An increase in loan interest income was offset by an increase in interest paid
on deposits.

         Interest Income. Interest income increased $258,800, or 8.2% from
$3.1 million for the six months ended December 31, 1996 to $3.4 million the
six months ended December 31, 1997. The increase was primarily the result of
an increase in loan originations.

         Interest Expense. Interest expense increased $257,000 from $1.7
million in the six months ended December 31, 1996 to $2.0 million in the six
months ended December 31, 1997. This resulted primarily from an increase in
deposits.

         Provision for Loan Losses. The provision for loan losses remained
unchanged in the six months ended December 31, 1997 as compared to the six
months ended December 31, 1996 . The provision during the six months ended
December 31, 1997 was based on management's analysis of the allowance for loan
losses. The Company will continue to monitor its allowance for loan losses and
make future additions to the allowance through the provision for loan losses
as economic conditions dictate. Although the Company maintains its allowance
for loan losses at a level which it considers to be adequate to provide for
potential losses, there can be no assurance that future losses will not exceed
estimated amounts or that additional provisions for loan losses will not be
required for future periods.

         Non-interest Income. Non-interest income increased $6,300 from
$254,200 in the six months ended December 31, 1996 to $260,500 in the six
months ended December 31, 1997. The increase was primarily the result of an
increase of $27,000 in other non-interest income, offset by a decrease of
$11,500 in real estate operations and a decrease of $9,200 in gain on sale of
real estate.


                                      11
<PAGE>


         Non-interest Expense. Non-interest expense decreased from $1.2
million in the six months ended December 31, 1996 to $902,600 in the six
months ended December 31, 1997. This decrease of $249,900 was primarily the
result of a decrease in FDIC premiums and OTS assessments of $336,700,
partially offset by an increase of $52,700 in salaries and benefit expense, an
increase of $22,700 in other expense, and an increase of $9,600 in real estate
operations expense. The decrease of $336,700 in FDIC premiums and OTS
assessments was primarily the result of a SAIF assessment of $291,300 due to
legislation requiring SAIF insured associations to pay a one-time special
assessment during the six month period in 1996.

         Income Tax Expense. Income tax expense increased from $171,100 for
the six months ended December 31, 1996 to $253,700 for the six months ended
December 31, 1997, an increase of $82,600. The increase was primarily due to
the increase in net income.

         Liquidity and Capital Resources. The Company's primary sources of
funds are deposits, principal and interest payments on loans, FHLB Des Moines
advances, and funds provided by operations. While scheduled loan repayments
and maturity of short-term investments are a relatively predictable source of
funds, deposit flows are greatly influenced by general interest rates,
economic conditions, and competition. Management believes the company has
adequate liquidity to meet foreseeable needs.

         The Company uses its capital resources principally to meet its
ongoing commitments, to fund maturing certificates of deposits and loan
commitments, maintain its liquidity, and meet its foreseeable short- and long
term needs. The Company expects to be able to fund or refinance, on a timely
basis, its material commitments and long-term liabilities.

         Regulatory standards impose the following capital requirements: a
risk-based capital standard expressed as a percent of risk adjusted assets, a
leverage ratio of core capital to total adjusted assets, and a tangible
capital ratio expressed as a percent of total adjusted assets. As of December
31, 1997 , the Association exceeded all fully phased-in regulatory capital
requirements.

         At December 31, 1997, the Association's tangible capital was $8.9
million, or 10.66%, of adjusted total assets, which is in excess of the 1.5%
requirement by $7.6 million. In addition, at December 31, 1997, the
Association had core capital of $8.9 million, or 10.66%, of adjusted total
assets, which exceeds the 3% requirement by $6.4 million. The Association had
risk-based capital of $9.1 million at December 31, 1997 or 18.94% of
risk-adjusted assets which exceeds the 8.0% risk-based capital requirements by
$5.3 million.

         As of December 31, 1997 , management is not aware of any current
recommendations by regulatory authorities which, if they were to be
implemented, would have or are reasonably likely to have a material adverse
effect on the Company's liquidity, capital resources of operations.


                                      12
<PAGE>



                        STATEFED FINANCIAL CORPORATION
                          Part II - Other Information
                          ---------------------------


Item 1- Legal Proceedings
        -----------------
        Not applicable.

Item 2 - Changes in Securities Not applicable.

Item 3 - Defaults upon Senior Securities
         Not applicable.

Item 4 - Submission of Matters to Vote of Security Holders Not
         applicable.

Item 5 - Other Information
           None

Item 6 - Exhibits and Reports on Form 8-K
         (a)   Exhibits

         (99.1) Current report on Form 8-K for press release announcing the
         second quarter earnings.

         (b) The following is a description of the Form 8-K's filed during
         the three months ended December 31, 1997:

         (1) On October 21, 1997 a current report on Form 8-K was filed to 
         announce the 1-for-1 stock split.

                                      13

<PAGE>


                                  SIGNATURES

         Pursuant to the requirement of the Securities Exchange Act of 1934,
the registrant has duly cause this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                        STATEFED FINANCIAL CORPORATION
                                            Registrant


Date:   February 14, 1998                  /s/
     --------------------------------      -------------------------------------
                                           John F. Golden
                                           President and Chief Executive Officer

Date:   Februar14, 1998                    /s/
     --------------------------------      -------------------------------------
                                           Andra K. Black
                                           Executive Vice President and
                                           Chief Financial Officer


                                      14

<PAGE>





                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM 8-K

                                CURRENT REPORT

                    Pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934

               Date of Report (Date of earliest event reported)
                               February 9, 1998


                        STATEFED FINANCIAL CORPORATION
- --------------------------------------------------------------------------------
            (Exact name of Registrant as specified in its Charter)


     Delaware                         0-22790                  42-1410788
- --------------------------------------------------------------------------------
(State or other                  (Commission File No.   (IRS Identification No.)
jurisdiction of incorporation)

519 Sixth Avenue, Des Moines, Iowa                                  50309-2473
- --------------------------------------------------------------------------------
(Address of principal executive offices)                            (Zip Code)


      Registrant's telephone number, including area code: (515) 282-0236
- --------------------------------------------------------------------------------



                                      N/A
- --------------------------------------------------------------------------------
        (Former name or former address, if changed since last report)

<PAGE>



Item 5.  Other Events
- ---------------------

         On February 9, 1998, the Registrant issued the attached press
release.

Items 7.  Financial Statements and Exhibits
- -------------------------------------------

         (a)   Exhibit

                1.  Press release, dated February 9, 1998




                                      2.

<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.

                                            STATEFED FINANCIAL CORPORATION


Date:  February 13, 1998                    By:
                                               ---------------------------------
                                               John F. Golden
                                               Chief Executive Officer



                                      3.

<PAGE>





                                   EXHIBIT I

















                                      4.

<PAGE>



For Further Information Contact:
         John F. Golden,  President and CEO               For Immediate Release
         StateFed Financial Corporation                        February 9, 1998
         519 Sixth Avenue
         Des Moines, Iowa 50309
         Phone: (515) 282-0236


                        STATEFED FINANCIAL CORPORATION
                        ANNOUNCES 2ND QUARTER EARNINGS


         Des Moines, Iowa (NASDAQ: "SFFC") ----- StateFed Financial
Corporation, the parent company for State Federal Savings and Loan Association
of Des Moines, today announced financial results for the quarter ended
December 31, 1997. For the three month period ended December 31, 1997, the
company reported net income of $273,040 as compared to $255,085 for the same
period in 1996 an increase of $17,955, or 7.03%. The increase in net earnings
was primarily due to an increase in net interest income of $77,353, offset by
an increase in non-interest expense of $48,053, a decrease in non-interest
income of $10,100, and an increase in income tax expense of $1,245.

         For the six month period ended December 31, 1997, the company
reported net income of $497,481 as compared to $322,264 for the same period in
1996, an increase of $175,217. The increase in net earnings was primarily due
to a decrease in non-interest expense of $249,898, an increase in non-interest
income of $6,343, and an increase in net interest income of $1,566, offset by
an increase in income tax expense of $82,590. The decrease in non-interest
expense was primarily the result of a one-time special assessment of $291,300.

         The book value of StateFed Financial Corporation increased to $10.04
per share at December 1997. Earnings per share for the second quarter ended
December 31, 1997 were 18 cents per share. As of December 31, 1997, there were
1,557,446 outstanding shares.

                                   Continued



                                       1
<PAGE>
                        STATEFED FINANCIAL CORPORATION
                CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                     December 31, 1997 and June 30, 1997
<TABLE>
<CAPTION>
                                
                                                                 (Unaudited)          
                                                             December 31, 1997         June 30, 1997 
<S>                                                            <C>                      <C>
ASSETS
Cash and amounts due from depository institutions                $8,845,252              $3,634,086  
Investments in certificates of deposit                            2,073,825               4,435,425  
Investment securities                                             3,240,743               3,477,168  
Loans receivable, net                                            68,377,526              68,177,746  
Real estate acquired for development                                210,542                 435,484  
Real estate held for investment, net                              2,264,864               1,933,532  
Property acquired in settlement of loans                            246,077                 333,939  
Office property and equipment, net                                1,497,143               1,418,982  
Federal Home Loan Bank stock, at cost                               950,000                 950,000  
Accrued interest receivable                                         544,624                 567,478  
Prepaid expenses and other assets                                   357,225                 314,754  
                                                                -----------             -----------
        TOTAL ASSETS                                            $88,607,821             $85,678,594  
                                                                ===========             ===========
LIABILITIES AND STOCKHOLDERS' EQUITY                             
                                
Liabilities:                            
Deposits                                                        $53,147,460             $50,345,972  
Advances from Federal Home Loan Bank                             19,000,000              19,000,000  
Advances from borrowers for taxes and insurance                     336,219                 490,053  
Accrued interest payable                                              1,431                 128,881  
Dividends payable                                                    77,872                  78,372  
Income taxes: current and deferred                                  200,557                 200,327  
Other liabilities                                                   199,873                 201,982               
                                                                -----------             -----------
        TOTAL LIABILITIES                                       $72,963,412             $70,445,587           
                                                                -----------             -----------
Stockholders' equity:                                           
Common stock                                                         $8,905                  $8,905                
Additional paid-in capital                                        8,452,831               8,398,857             
Unearned compensation - restricted stock awards                    (377,066)               (423,576)             
Unrealized gain (loss) on investments                               138,519                  57,462                
Treasury stock                                                   (1,672,734)             (1,560,859)             
Retained earnings - substantially restricted                      9,093,954               8,752,218             
                                                                -----------             -----------
   TOTAL STOCKHOLDERS' EQUITY                                   $15,644,409             $15,233,007           
                                                                -----------             -----------
   TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                   $88,607,821             $85,678,594           
                                                                ===========             ===========
</TABLE>
                                      2
<PAGE>
                        STATEFED FINANCIAL CORPORATION
                     Selected Consolidated Financial Data
                                  Unaudited

<TABLE>
<CAPTION>
                                                                  Three Months Ended                 Six Months Ended        
                                                                     December 31                         December 31     
                                                           ------------------------------------------------------------------
                                                              1997              1996               1997              1996
                                                           ------------------------------------------------------------------
<S>                                                        <C>            <C>                 <C>                  <C>
OPERATIONS DATA                                 
                                        
Total interest income........................              $1,772,620      $1,597,897          $3,405,884          $3,147,070   
                                        
Total interest expense.......................              $1,002,623      $  905,253          $2,000,670          $1,743,422   
                                                           ----------      ----------          ----------          ----------

Net interest income..........................              $  769,997      $  692,644          $1,405,214          $1,403,648   
                                        
Provision for loan losses....................              $    6,000      $    6,000          $   12,000          $   12,000   
                                                           ----------      ----------          ----------          ----------
                                        
Net interest income after                                       
provision for loan losses....................              $  763,997      $  686,644          $1,393,214          $1,391,648   
                                        
Non-interest income:                                    
Real estate operations.......................              $  105,949      $  112,995          $  200,254          $  211,701   
                                        
Other non-interest income....................              $   25,172      $   28,226          $   60,301          $   42,511   
                                                           ----------      ----------          ----------          ----------
                                        
Total non-interest income....................              $  131,121      $  141,221          $  260,555          $  254,212   
                                        
                                        
Total non-interest expense...................              $  485,513      $  437,460          $  902,558          $1,152,456   
                                                           ----------      ----------          ----------          ----------
                                        
Income before income taxes...................              $  409,605      $  390,405          $  751,211          $  493,404   
                                        
Income tax expense...........................              $  136,565      $  135,320          $  253,730          $  171,140   
                                                           ----------      ----------          ----------          ----------
                                        
Net Income...................................              $  273,040      $  255,085          $  497,481          $  322,264   
                                                           ==========      ==========          ==========          ==========
Earnings per share...........................                   $0.18           $0.17               $0.33               $0.22 
</TABLE>
                                      3

<TABLE> <S> <C>

<ARTICLE> 9
<LEGEND>
This schedule contains summary financial information extracted from the
quarterly report on Form 10-QSB for the fiscal quarter ended September 30, 1997
and is qualified in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          JUN-30-1997
<PERIOD-END>                               DEC-31-1997
<CASH>                                          $8,845
<INT-BEARING-DEPOSITS>                           2,074
<FED-FUNDS-SOLD>                                     0
<TRADING-ASSETS>                                     0
<INVESTMENTS-HELD-FOR-SALE>                      3,241
<INVESTMENTS-CARRYING>                               0
<INVESTMENTS-MARKET>                                 0
<LOANS>                                         68,605
<ALLOWANCE>                                        227
<TOTAL-ASSETS>                                  88,608
<DEPOSITS>                                      53,147
<SHORT-TERM>                                    11,000
<LIABILITIES-OTHER>                                816
<LONG-TERM>                                      8,000
                                9
                                          0
<COMMON>                                             0
<OTHER-SE>                                      15,635
<TOTAL-LIABILITIES-AND-EQUITY>                  88,608
<INTEREST-LOAN>                                  2,988
<INTEREST-INVEST>                                  281
<INTEREST-OTHER>                                   137
<INTEREST-TOTAL>                                 3,406
<INTEREST-DEPOSIT>                               1,419
<INTEREST-EXPENSE>                                 582
<INTEREST-INCOME-NET>                            1,405
<LOAN-LOSSES>                                       12
<SECURITIES-GAINS>                                   0
<EXPENSE-OTHER>                                    903
<INCOME-PRETAX>                                    751
<INCOME-PRE-EXTRAORDINARY>                         751
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       497
<EPS-PRIMARY>                                      .33
<EPS-DILUTED>                                      .32
<YIELD-ACTUAL>                                       0
<LOANS-NON>                                      1,296
<LOANS-PAST>                                         0
<LOANS-TROUBLED>                                     0
<LOANS-PROBLEM>                                      0
<ALLOWANCE-OPEN>                                   227
<CHARGE-OFFS>                                        0
<RECOVERIES>                                         0
<ALLOWANCE-CLOSE>                                  227
<ALLOWANCE-DOMESTIC>                               227
<ALLOWANCE-FOREIGN>                                  0
<ALLOWANCE-UNALLOCATED>                            227
        



</TABLE>


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