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 March 31, 1998
[ ] 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 May 8, 1998, there were 1,562,892 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 March 31, 1998 and June 30, 1997 3
Consolidated Statements of Operations for
the Three Month Periods Ending March 31, 1998
and March 31, 1997 and for the Nine Month Periods
ending March 31, 1998 and March 31, 1997 4
Consolidated Statement of Stockholders'
Equity for the Nine Months ended March 31, 1998 5
Consolidated Statements of Cash Flows
for the Nine Months ended March 31, 1998 and
March 31, 1997 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 14
Signatures 15
2
<PAGE>
STATEFED FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
March 31, 1998 and June 30, 1997
PART I. Financial Information
Item 1. Financial Statements
ASSETS (Unaudited)
March 31, 1998 June 30, 1997
Cash and amounts due from depository institutions $ 9,253,887 $ 3,634,086
Investments in certificates of deposit 1,481,421 4,435,425
Investment securities 3,176,832 3,477,168
Loans receivable, net 69,535,001 68,177,746
Real estate acquired for development 225,935 435,484
Real estate held for investment, net 2,263,352 1,933,532
Property acquired in settlement of loans 197,397 333,939
Office property and equipment, net 1,605,842 1,418,982
Federal Home Loan Bank stock, at cost 950,000 950,000
Accrued interest receivable 544,990 567,478
Prepaid expenses and other assets 338,500 314,754
------------ ------------
TOTAL ASSETS $ 89,573,157 $ 85,678,594
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Deposits $ 54,042,725 $ 50,345,972
Advances from Federal Home Loan Bank 18,986,059 19,000,000
Advances from borrowers for taxes and insurance 24,927 490,053
Accrued interest payable 69,577 128,881
Dividends payable 78,145 78,372
Income taxes:current and deferred 255,054 200,327
Other liabilities 281,809 201,982
------------ ------------
TOTAL LIABILITIES $ 73,738,296 $ 70,445,587
------------ ------------
Stockholders' equity:
Common stock $ 8,905 $ 8,905
Additional paid-in capital 8,457,806 8,398,857
Unearned compensation - restricted stock awards (359,086) (423,576)
Unrealized gain on investments 110,069 57,462
Treasury stock (1,666,618) (1,560,859)
Retained earnings - substantially restricted 9,283,785 8,752,218
------------ ------------
TOTAL STOCKHOLDERS' EQUITY $ 15,834,861 $ 15,233,007
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 89,573,157 $ 85,678,594
============ ============
3
<PAGE>
STATEFED FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three Month Periods Ending March 31, 1998 and 1997
and For the Nine Month Periods Ending March 31, 1998 and 1997
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
March 31 March 31
(Unaudited) (Unaudited)
----------------------- -----------------------
1998 1997 1998 1997
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Interest Income:
Loans $1,500,673 $1,468,590 $4,488,678 $4,312,208
Investments 105,214 123,113 386,218 386,290
Other 109,110 41,322 245,985 81,597
---------- ---------- ---------- ----------
Total interest income 1,714,997 1,633,025 5,120,881 4,780,095
Interest Expense:
Deposits 725,490 651,425 2,144,605 1,883,285
Borrowings 286,723 278,673 868,277 790,234
---------- ---------- ---------- ----------
Total interest expense 1,012,213 930,098 3,012,882 2,673,519
Net interest Income 702,784 702,927 2,107,999 2,106,576
Provision for loan losses 6,000 6,000 18,000 18,000
---------- ---------- ---------- ----------
Net interest income after
provision for loan losses 696,784 696,927 2,089,999 2,088,576
Non-interest Income:
Real estate operations 111,246 99,637 311,500 311,337
Gain on sale of real estate 29,137 58 30,974 11,129
Other 23,190 21,445 63,654 52,885
---------- ---------- ---------- ----------
Total non-interest income 163,573 121,140 406,128 375,351
Non-interest expense:
Salaries and benefits 231,626 204,897 695,969 616,581
Real estate operations 61,466 63,625 193,012 183,725
Occupancy and equipment 28,972 32,441 84,132 89,894
FDIC premiums and OTS assessments 22,692 7,600 42,568 364,176
Data processing 27,943 21,188 71,003 61,997
Other 92,318 74,496 262,892 240,330
---------- ---------- ---------- ----------
Total non-interest expense 465,017 404,247 1,349,576 1,556,703
---------- ---------- ---------- ----------
Income before income taxes 395,340 413,820 1,146,551 907,224
Income tax expense 127,365 146,720 381,095 317,860
---------- ---------- ---------- ----------
Net income $ 267,975 $ 267,100 $ 765,456 $ 589,364
========== ========== ========== ==========
Earnings per share $ 0.18 $ 0.18 $ 0.52 $ 0.40
Diluted earnings per share $ 0.17 $ 0.17 $ 0.50 $ 0.38
</TABLE>
4
<PAGE>
STATEFED FINANCIAL CORPORATION
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
For the Nine Month Period Ending March 31, 1998
(Unaudited)
Balance - June 30, 1997 $ 15,233,007
Additional paid in capital 58,949
Net unrealized gain on investment securities 52,606
Dividends declared (233,889)
Repurchase of treasury stock (184,375)
Stock options exercised (10446 shares) 78,616
ESOP common stock released for allocation 54,855
Amortization of MRP contribution 9,636
Net income 765,456
------------
Balance March 31, 1998 $ 15,834,861
============
5
<PAGE>
STATEFED FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Nine Month Periods Ending March 31, 1998 and March 31, 1997
(Unaudited)
<TABLE>
<CAPTION>
Cash Flows From Operating Activities March 31 1998 March 31, 1997
- ------------------------------------ ------------- --------------
<S> <C> <C>
Net Income $ 765,456 $ 589,364
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation 59,032 86,823
Amortization of purchase loan discounts (7,738) (4,048)
Amortization of MRP and ESOP 123,439 94,664
Deferred loan fees (14,608) 37,360
Provision for losses on loans 11,623 13,378
Change in:
Accrued interest receivable 22,488 (23,222)
Prepaid expenses and other assets (23,746) 1,050
Accrued interest payable (59,304) (60,886)
Other Liabilities 134,554 18,829
------------ ------------
NET CASH FLOWS PROVIDED BY OPERATING ACTIVITIES $ 1,011,196 $ 753,312
CASH FLOWS FROM INVESTING ACTIVITIES
Maturity of investments in certificates of deposit $ 2,954,004 $ 200,000
Purchase of investment securities (697,058) (349,699)
Proceeds from maturing investment securities 1,050,000 4,202
Net increase in loans outstanding (1,346,532) (4,959,461)
Investment in real estate held for development 209,549 (648,836)
Investment in real estate acquired in settlement of loans 136,542 --
Purchase of real estate held for investment (353,246) (5,150)
Purchase of office property and equipment (222,466) (6,279)
------------ ------------
NET CASH FLOWS PROVIDED (USED) BY INVESTING ACTIVITIES $ 1,730,793 $ (5,765,223)
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase in deposits $ 3,696,753 $ 4,929,937
Advances from the Federal Home Loan Bank 11,000,000 4,000,000
Repayment of advances from the Federal Home Loan Bank (11,013,941) --
Net decrease in advances from borrowers (465,126) (392,239)
Proceeds from stock options exercised 78,616 105,454
Dividends paid (234,115) (239,146)
Purchase of treasury stock (184,375) (503,625)
------------ ------------
NET CASH FLOWS PROVIDED BY FINANCING ACTIVITIES $ 2,877,812 $ 7,900,381
------------ ------------
CHANGE IN CASH AND CASH EQUIVALENTS $ 5,619,801 $ 2,888,470
------------ ------------
CASH AND CASH EQUIVALENTS, beginning of period $ 3,634,086 $ 2,564,267
------------ ------------
CASH AND CASH EQUIVALENTS, end of period $ 9,253,887 $ 5,452,737
============ ============
</TABLE>
6
<PAGE>
STATEFED FINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Three Months Ending March 31, 1998 and March
31, 1997 And for the Nine Months Ending March 31, 1998
and March 31, 1997
(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 Nine Months Ended
March 31 March 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 $ 267,975 $ 267,100 $ 765,456 $ 589,364
Weighted average number of
common shares used in basic
earnings per share 1,488,133 1,490,268 1,485,538 1,491,029
Effect of dilutive stock
options 57,791 42,624 56,808 42,458
--------- --------- --------- ---------
Weighted average number of
common shares and dilutive
potential common stock used in
diluted earnings per share 1,545,924 1,532,892 1,542,346 1,533,487
========= ========= ========= =========
</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 March 31,
1998 are as follows:
Amount %
----------------------
Tangible Capital: (Dollars in thousands)
Association's $ 9,185 10.91%
Requirement 1,262 1.50%
------- ------
Excess $ 7,923 9.41%
Core Capital:
Association's $ 9,185 10.91%
Requirement 2,526 3.00%
------- -----
Excess $ 6,659 7.91%
Risk-Based Capital:
Association's $ 9,418 19.20%
Requirement 3,923 8.00%
------- -----
Excess $ 5,495 11.20%
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 $5 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 March 31, 1998
options for 10,446 shares were exercised.
5. STOCK REPURCHASE PLAN
On February 18, 1998, the Company's Board of Directors authorized
management to repurchase up to 77,980 shares of the Company's common stock over
the next twelve months. During the three month period ending March 31, 1998,
5,000 shares were repurchased. A total of 5,000 shares have been repurchased
since February 18, 1998, at a cost of $72,500.
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"). 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 $3.9 million, or 4.5%, from $85.7
million at June 30, 1997 to $89.6 million at March 31, 1998. This increase was
due primarily to an increase in cash and amounts due from depository
institutions of $5.6 million, and an increase in net loans receivable of $1.3
million, partially offset by a decrease in investments in certificates of
deposit of $3.0 million.
Net loans receivable increased $1.3 million, or 2.0%, from $68.2 million at
June 30, 1997 to $69.5 million at March 31, 1998. The increase in the loan
portfolio occurred as a result of an increase in loan originations comprised
primarily of fixed-rate mortgage loans on residential properties and adjustable
rate mortgage loans on commercial real estate.
Total deposits increased by $3.7 million, or 7.3%, from $50.3 million at
June 30, 1997 to $54.0 million at March 31, 1998. Certificate accounts increased
$3.1 million, and NOW accounts increased $369,000, money market fund accounts
increased $477,000, while passbook accounts decreased $296,000. The increase was
the result of the company competitively pricing its products.
Total stockholders' equity increased $653,900 from $15.2 million at June
30, 1997 to $15.9 million at March 31, 1998. The increase was due primarily to
the increase in net income of $765,500, accounting for employee stock awards and
options of $202,100, and a change in net unrealized gains on investment
securities of $52,600, offset by the result of the treasury stock repurchase of
$184,400 and dividends paid of $233,900.
9
<PAGE>
Comparison of Operating Results for the Three Month Periods Ending March 31,
1998 and March 31, 1997
General. Net income increased $900 to $268,000 for the three months ended
March 31, 1998 from $267,100 for the three months ended March 31, 1997. The
increase was primarily the result of an increase in non-interest income of
$42,400 and a decrease in income tax expense of $19,400, partially offset by an
increase in non-interest expense of $60,800.
Net Interest Income. Net interest income decreased $100, from $702,900 for
the three months ended March 31, 1997 to $702,800 for the three months ended
March 31, 1998. This decrease was the result of an increase in interest expense
of $82,100, offset by an increase in interest income of $82,000.
Interest Income. Interest income increased $82,000, from $1.63 million for
the three months ended March 31, 1997 to $1.71 million for the three months
ended March 31, 1998 primarily as a result of an increase in the balance of
interest earning assets.
Interest Expense. Interest expense increased $82,100 from $930,100 in the
three months ended March 31, 1997 to $1.0 million in the three months ended
March 31, 1998. This increase resulted primarily from an increase in deposit
accounts and slightly higher interest rates paid on these accounts.
Provision for Loan Losses. The provision for loan losses remained unchanged
in the three months ended March 31, 1998 as compared to the three months ended
March 31, 1997. The provision during the three months ended March 31, 1998 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 $42,500 from $121,100 in
the three months ended March 31, 1997 to $163,600 in the three months ended
March 31, 1998. This increase reflects increased income from the Company's real
estate operations as well as an increase in gain on sale of real estate.
Non-interest Expense. Non-interest expense increased from $404,200 in the
three months ended March 31, 1997 to $465,000 in the three months ended March
31, 1998. This increase of $60,800, was primarily the result of an increase in
salaries and benefits of $26,700, an increase in FDIC premiums and OTS
assessments of $15,100, and an increase in other non-interest expense of
$17,800.
Income Tax Expense. Income tax expense was $127,400 for the three months
ended March 31, 1998 compared to $146,700 for the three months ended March 31,
1997, a decrease of $19,300, primarily due to the decrease in taxable income.
10
<PAGE>
Comparison of the Nine Month Periods Ending March 31, 1998 and March 31, 1997
General. Net income increased $176,100 from $589,400 for the nine months
ended March 31, 1997 to $765,500 for the nine months ended March 31, 1998. The
increase was primarily the result of a decrease in non-interest expense of
$207,100 related to the one-time SAIF insurance premium assessment, and an
increase in non interest income of $30,800, partially offset by an increase in
income tax expense of $63,200.
Net Interest Income. Net interest income increased $1,400, from $2,106,600
for the nine months ended March 31, 1997 to $2,108,000 for the nine months ended
March 31, 1998. This increase was primarily the result of an increase in the
balance of average interest earning assets, partially offset by an increase in
the balance of deposits.
Interest Income. Interest income increased $340,800, from $4.78 million for
the nine months ended March 31, 1997 to $5.12 million the nine months ended
March 31, 1998. The increase is a result of an increase in the balance of
interest earning assets.
Interest Expense. Interest expense increased $339,400 from $2.67 million in
the nine months ended March 31, 1997 to $3.01 million in the nine months ended
March 31, 1998. This resulted from an increase in deposits.
Provision for Loan Losses. The provision for loan losses remained unchanged
in the nine months ended March 31, 1998 as compared to the nine months ended
March 31, 1997. The provision during the nine months ended March 31, 1998 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 $30,800 from $375,300 in
the nine months ended March 31, 1997 to $406,100 in the nine months ended March
31, 1998. The increase was primarily the result of an increase in gain on sale
of real estate of $19,800 and an increase in other non-interest income of
$10,800.
Non-interest Expense. Non-interest expense decreased from $1.56 million in
the nine months ended March 31, 1997 to $1.35 million in the nine months ended
March 31, 1998. This decrease of $207,100 was primarily the result of a decrease
in SAIF insurance premiums and OTS assessments of $321,600, partially offset by
an increase of $79,400 in salaries and benefit expense and an increase in other
non-interest expense of $22,600.
11
<PAGE>
Income Tax Expense. Income tax expense increased from $317,900 for the nine
months ended March 31, 1997 to $381,100 for the nine months ended March 31,
1998, an increase of $63,200. The increase was primarily due to the increase in
taxes on the additional 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. Current Office of Thrift Supervision regulations require the bank
to maintain cash and eligible investments in an amount equal to at least 5% of
customer accounts and short-term borrowings to assure its ability to meet
demands for withdrawals and repayment of short-term borrowings. As of March 31,
1998, the Association's liquidity ratio was 16.4%, which exceeded the minimum
regulatory requirement on such date.
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 March 31, 1998, the
Association exceeded all fully phased-in regulatory capital requirements.
At March 31, 1998, the Association's tangible capital was $9.2 million, or
10.91%, of adjusted total assets, which is in excess of the 1.5% requirement by
$7.9 million. In addition, at March 31, 1998, the Association had core capital
of $9.2 million, or 10.91%, of adjusted total assets, which exceeds the 3%
requirement by $6.7 million. The Association had risk-based capital of $9.4
million at March 31, 1998 or 19.20% of risk-adjusted assets which exceeds the
8.0% risk-based capital requirements by $5.5 million.
Regulatory Developments
As of March 31, l998, management is not aware of any current
recommendations by regulatory authorities which, if they were to be implemented,
would have or are reasonable likely to have a material adverse effect on the
Company's liquidity, capital resources of operations.
Forward-looking Statements
When used in this Form 10-QSB the words or phrases "will likely result",
"are expected to", "will continue", "is anticipated", "estimate", "project", or
similar expressions are intended to identify "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995. Such
statements are subject to certain risks and uncertainties including changes in
economic conditions in the Company's market area, changes in policies by
regulatory agencies, fluctuations in interest rates, demand for loans in the
Company's market area and
12
<PAGE>
competition, that could cause actual results to differ materially from
historical earnings and those presently anticipated or projected. The Company
wishes to caution readers not to place undue reliance on any such
forward-looking statements, which speak only as to the date made. The Company
wishes to advise readers that the factors listed above could affect the
Company's financial performance and could cause the Company's actual results for
future periods to differ materially from any opinions or statements expressed
with respect to future periods in any current statements.
The Company does not undertake, and specifically disclaims any obligation,
to publicly release the result of any revisions which may be made to any
forward-looking statements to reflect events or circumstances after the date of
such statements or to reflect the occurrence of anticipated or unanticipated
events.
Other Matters
As with all providers of financial services, the Company's operations are
heavily dependent on information technology systems. As the year 2000
approaches, there is concern that many computer programs will not be able to
read four-digit date codes and, upon the arrival of the year 2000, may recognize
the two-digit "00" as the year 1900, causing systems to fail to function or to
generate erroneous data. The material portion of the Company's data processing
is provided by a third party service bureau. The service bureau has advised us
that it expects to resolve this potential problem before the year 2000. However,
if this potential problem is not resolved before the year 2000, we would likely
experience significant data processing delays, mistakes or failures. The delays,
mistakes, or failures could have a significant adverse impact on our financial
condition and our results of operations.
As of the date of this Form 10-QSB, the company has not identified any
specific expenses that are reasonably likely to be incurred by the Company in
connection with this issue and does not expect to incur significant expense to
implement the necessary corrective actions. No assurance can be given, however,
that significant expense will not be incurred in future periods.
In addition to possible expense related to its own systems, the company
could incur losses if loan payments are delayed due to year 2000 problems
affecting major borrowers or loan servicing organizations. Because the Company's
loan portfolio is highly diversified with regard to individual borrowers and
types of businesses, the Company does not expect any significant or prolonged
difficulties that will affect net earnings or cash flow.
13
<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
Exhibit 27 - Financial data Schedule
(b) The following is a description of the Form 8-K's filed during the
three months ended March 31, 1998:
(1) On March 2, 1998 a current report on Form 8-K was filed
announcing a stock repurchase program.
(2) On May 12, 1998 a current report on Form 8-K was filed to
announcing third quarter earnings
14
<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: May 13, 1998 /s/
--------------------------------------
John F. Golden
President and Chief Executive Officer
Date: May 13, 1998 /s/ ANDRA K. BLACK
--------------------------------------
Andra K. Black
Executive Vice President and
Chief Financial Officer
15
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
The schedule contains summary financial information extracted from the
quarterly report on Form 10-QSB for the fiscal quarter ended March 31, 1998 and
is qualified in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> Jun-30-1997
<PERIOD-END> Mar-31-1998
<CASH> 9,254
<INT-BEARING-DEPOSITS> 1,481
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 3,177
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 69,768
<ALLOWANCE> 233
<TOTAL-ASSETS> 89,573
<DEPOSITS> 54,043
<SHORT-TERM> 9,087
<LIABILITIES-OTHER> 710
<LONG-TERM> 9,899
9
0
<COMMON> 0
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<EPS-DILUTED> .50
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<ALLOWANCE-DOMESTIC> 233
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</TABLE>
