STATEFED FINANCIAL CORP
10QSB, 2000-05-12
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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                       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, 2000

[ ]  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, 2000,  there  were  1,508,600  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, 2000 and June 30, 1999                            3

          Consolidated  Statements of Operations  for the Three
          Months Ended March 31, 2000 and 1999 and for the Nine
          Months Ended March 31, 2000 and 1999                              4

          Consolidated Statements of Comprehensive Income for
          the Three Months Ended March 31, 2000 and
          1999 and for the Nine Months Ended
          March 31, 2000 and 1999                                           5

          Consolidated Statement of Changes In Stockholders'
          Equity for the Nine Months Ended March 31, 2000                   6

          Consolidated Statements of Cash Flows
          for the Nine Months Ended March 31, 2000 and 1999                 7

          Notes to Consolidated Financial Statements                        8

 Items 2. Management's Discussion and Analysis of
          Financial Condition and Results of Operations                    10

PART II.  Other Information                                                16

          Signatures                                                       17


                                        2


<PAGE>
                         STATEFED FINANCIAL CORPORATION
                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                        March 31, 2000 and June 30, 1999

PART 1.  Financial Information
Item 1.  Financial Statements

                             ASSETS                  (Unaudited)
                                                   March 31, 2000  June 30, 1999
                                                   --------------  -------------
Cash and amounts due from depository institutions   $   820,373    $ 8,481,216
Investments in certificates of deposit                  685,000        884,300
Investment securities held-for-sale                   2,214,611      1,944,374
Loans receivable, net                                82,496,102     72,330,884
Real estate acquired for development                    195,292        236,602
Real estate held for investment, net                  3,406,130      2,645,245
Property acquired in settlement of loans              1,223,792      1,133,517
Office property and equipment, net                    1,144,493      1,188,247
Federal Home Loan Bank stock, at cost                 1,147,600      1,147,600
Accrued interest receivable                             539,012        536,028
Other assets                                            255,962        295,695
                                                    -----------    -----------
        TOTAL ASSETS                                $94,128,367    $90,823,708
                                                    ===========    ===========

       LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities:
Deposits                                            $54,206,305    $54,713,072
Advances from Federal Home Loan Bank                 22,807,705     18,877,047
Advances from borrowers for taxes and insurance             281        337,371
Accrued interest payable                                 71,390        133,773
Dividends payable                                       113,145        114,300
Income taxes:current and deferred                       361,848        324,643
Other liabilities                                       262,799        200,123
                                                    -----------    -----------
        TOTAL LIABILITIES                           $77,823,473    $74,700,329
                                                    -----------    -----------
Stockholders' equity:
Common stock                                        $     8,905    $     8,905
Additional paid-in capital                            8,548,442      8,526,563
Unearned compensation - restricted stock awards        (221,786)      (271,290)
Unrealized gain (loss) on investments                  (218,797)         3,803
Treasury stock                                       (2,371,629)    (2,234,986)
Retained earnings - substantially restricted         10,559,759     10,090,384
                                                    -----------    -----------
   TOTAL STOCKHOLDERS' EQUITY                       $16,304,894    $16,123,379
                                                    -----------    -----------

   TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY       $94,128,367    $90,823,708
                                                    ===========    ===========

                                       3
<PAGE>




                         STATEFED FINANCIAL CORPORATION
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                  For the Three Months Ended March 31, 2000 and
           1999 and For the Nine Months Ended March 31, 2000 and 1999

                                     Three Months Ended      Nine Months Ended
                                         March 31                March 31
                                  ----------------------  ----------------------
                                     2000        1999        2000        1999
                                  ----------  ----------  ----------  ----------
Interest Income:
Loans                             $1,665,770  $1,489,460  $4,819,783  $4,493,883
Investments                           72,865      59,736     209,171     211,399
Other                                 12,972     114,889     115,738     357,789
                                  ----------  ----------  ----------  ----------

    Total interest income         $1,751,608  $1,664,085  $5,144,692  $5,063,071

Interest Expense:
Deposits                          $  666,051  $  715,662  $2,028,266  $2,187,927
Borrowings                           308,888     269,542     865,020     839,356
                                  ----------  ----------  ----------  ----------

    Total interest expense        $  974,939  $  985,204  $2,893,286  $3,027,283

Net interest Income               $  776,669  $  678,881  $2,251,406  $2,035,788
Provision for loan losses              9,000       9,000      27,000      27,000
                                  ----------  ----------  ----------  ----------

Net interest income after
  provision for loan losses       $  767,669  $  669,881  $2,224,406  $2,008,788

Non-interest Income:
Real estate operations            $  127,418  $  140,837  $  391,829  $  426,348
Gain on sale of investments            1,941      33,911       1,941      40,202
Gain on sale of real estate           34,948      33,075      40,976      34,347
Other                                 25,455      23,180      79,008      68,618
                                  ----------  ----------  ----------  ----------

    Total non-interest income     $  189,762  $  231,003  $  513,754  $  569,515

Non-interest expense:
Salaries and benefits             $  262,147  $  216,604  $  768,465  $  674,493
Real estate operations                74,514      91,496     237,214     256,787
Occupancy and equipment               43,528      43,740     122,898     117,204
FDIC premiums and OTS assessments      9,761      22,827      40,286      45,118
Data processing                       30,677      26,686      78,234      81,053
Other                                 74,710      86,221     276,974     280,000
                                  ----------  ----------  ----------  ----------

    Total non-interest expense    $  495,337  $  487,574  $1,524,069  $1,454,655
                                  ----------  ----------  ----------  ----------

Income before income taxes        $  462,094  $  413,310  $1,214,091  $1,123,648

Income tax expense                   154,240     137,240     405,620     369,720
                                  ----------  ----------  ----------  ----------

Net income                        $  307,854  $  276,070  $  808,471  $  753,928
                                  ==========  ==========  ==========  ==========

Basic earnings per share          $     0.21  $     0.19  $     0.55  $     0.51
Diluted earnings per share        $     0.21  $     0.18  $     0.54  $     0.49

                                       4
<PAGE>




                         STATEFED FINANCIAL CORPORATION
                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
           For the Three Months Ended March 31, 2000 and 1999 and For
                  the Nine Months Ended March 31, 2000 and 1999
                                   (Unaudited)

                                         Three Months Ended   Nine Months Ended
                                              March 31            March 31
                                         ------------------  ------------------
                                           2000      1999      2000      1999
                                         --------  --------  --------  --------
Net income                               $307,854  $276,070  $808,471  $753,928

Other comprehensive income, net of tax:
   Unrealized holding gains (losses) on   (28,450)  (35,066) (223,895)  (37,903)
   securities arising during the period
   Reclassification adjustment              1,295   (22,721)    1,295   (26,935)
                                         --------  --------  --------  --------
                                          (27,155)  (57,787) (222,600)  (64,838)
                                         --------  --------  --------  --------
Comprehensive income                     $280,699  $218,283  $585,871  $689,090
                                         ========= ========= ========= =========



                                       5
<PAGE>




                         STATEFED FINANCIAL CORPORATION
            CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                    For the Nine Months Ended March 31, 2000
                                   (Unaudited)


Balance - June 30, 1999                                   $   16,123,379

Additional paid in capital                                        21,879

Other comprehensive income--unrealized loss on
investment securities, net of deferred income taxes             (222,600)

Dividends  declared                                             (339,097)

Repurchase of 18,000 shares treasury stock                      (202,313)

Stock options exercised (7,596 shares)                            65,670

ESOP common stock released for allocation                         49,505

Net income                                                       808,471
                                                          --------------
Balance -March 31, 2000                                   $   16,304,894
                                                          ==============


                                       6

<PAGE>



                         STATEFED FINANCIAL CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                For the Nine Months Ended March 31, 2000 and 1999
                                   (Unaudited)
<TABLE>
<S>                                                    <C>                 <C>
                                                       March 31, 2000      March 31, 1999
                                                       --------------      --------------
Cash Flows From Operating Activities
Net Income                                             $      808,471      $      753,928
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation                                                  125,501             122,256
Amortization  of purchase loan discounts                       (2,677)                (60)
Amortization of ESOP                                           71,384              85,655
Deferred loan fees                                             17,250             (10,151)
Provision for losses on loans                                   7,672              27,000
Change in:
      Accrued interest receivable                              (2,984)             (1,002)
     Other assets                                              39,733             (12,524)
      Accrued interest payable                                (62,383)            (62,892)
      Other liabilities                                        99,882              (4,080)
                                                       --------------      --------------

  NET CASH FLOWS PROVIDED BY OPERATING ACTIVITIES      $    1,101,849      $      898,130

CASH FLOWS FROM INVESTING ACTIVITIES
Investment in certificates of deposit                  $            -      $      (99,054)
Maturity of investments in certificates of deposit            198,484             596,225
Purchase of available-for-sale investment securities         (496,062)           (323,199)
Proceeds from sale or maturity of available-for-sale
        investment securities                                   4,040           1,055,342
(Purchase) redemption of FHLB Stock                                 -            (198,600)
Net (increase) decrease in loans outstanding              (10,187,463)           (805,837)
Investment in real estate held for development               (813,982)             (4,731)
Investment in real estate held for investment                  41,310             (16,855)
Investment in real estate acquired in
        settlement of loans                                   (90,276)            110,668
Purchase of office property and equipment                     (28,649)            (35,492)
                                                       --------------      --------------

  NET CASH FLOWS PROVIDED (USED) BY
   INVESTING ACTIVITIES                                $  (11,372,598)     $      278,467

CASH FLOWS FROM FINANCING ACTIVITIES
Net increase (decrease) in deposits                    $     (506,767)     $    1,081,097
Advances from the Federal Home Loan Bank                    4,000,000                   -
Repayment of advances from the Federal Home Loan Bank         (69,341)            (65,398)
Net decrease in advances from borrowers                      (337,090)           (335,463)
Proceeds from stock options exercised                          65,670              78,077
Dividends paid                                               (340,253)           (233,034)
Purchase of treasury stock                                   (202,313)           (320,000)
                                                       --------------      --------------

 NET CASH FLOWS PROVIDED BY FINANCING ACTIVITIES       $    2,609,906      $      205,279
                                                       --------------      --------------


CHANGE IN CASH AND CASH EQUIVALENTS                    $   (7,660,843)     $    1,381,876
                                                       --------------      --------------


CASH AND CASH EQUIVALENTS, beginning of period         $    8,481,216      $    9,445,404
                                                       --------------      --------------


CASH AND CASH EQUIVALENTS, end of period               $      820,373      $   10,827,280
                                                       ==============      ==============

</TABLE>

                                       7
<PAGE>

                         STATEFED FINANCIAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
          For the Three Months Ending March 31, 2000 and March 31, 1999
        And for the Nine Months Ending March 31, 2000 and March 31, 1999
                                   (Unaudited)

1.       BASIS OF PRESENTATIONS

         These  consolidated   financial  statements  are  unaudited  (with  the
exception of the  Consolidated  Statement of  Financial  Condition  for June 30,
1999). These consolidated  financial statements were prepared in accordance with
instructions  for Form 10-QSB and  therefore,  do not  include  all  disclosures
necessary for a complete  presentation of the statements of financial condition,
statements of income and  statements of cash flows in accordance  with generally
accepted  accounting  principles.  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.

         These  statements  should be read in conjunction  with the consolidated
financial  statements and related notes,  which are incorporated by reference in
the Company's Annual Report on Form 10-KSB for the year, ended June 30, 1999.


2.       EARNINGS PER SHARE OF COMMON STOCK

         Basic earnings per share are computed  based upon the  weighted-average
shares  outstanding  during  the  period,  less  shares  in the  employee  stock
ownership plan (ESOP) that are unallocated and are not committed to be released.

         Diluted  earnings per share are computed by  considering  common stocks
outstanding  and  dilutive  potential  common  shares  to be  issued  under  the
Company's stock option plan.

                                     For the three months  For the nine months
                                     ended March 31, 2000  ended March 31, 2000
                                     --------------------  --------------------
Weighted Average Shares Outstanding:
 Basic earnings per share                1,464,029                1,461,353
 Fully diluted earnings per share        1,488,665                1,493,467


                                     For the three months  For the nine months
                                     ended March 31, 1999  ended March 31, 1999
                                     --------------------  --------------------
Weighted Average Shares Outstanding:
 Basic earnings per share                1,485,950                1,487,868
 Fully diluted earnings per share        1,525,166                1,535,540

                                        8
<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,
2000 are as follows:
                                   Amount        %
                                 ----------  ----------
                                 (Dollars in thousands)
Tangible Capital:
   Association's                   $7,945      9.12%
   Requirement                      1,307      1.50%
                                   ------     -----
   Excess                          $6,638      7.62%
Core Capital:
   Association's                   $7,945      9.12%
   Requirement                      3,486      4.00%
                                   ------     -----
   Excess                          $4,459      5.12%
Risk-Based Capital:
   Association's                   $8,195     13.89%
   Requirement                      4,720      8.00%
                                   ------     -----
   Excess                          $3,475      5.89%
Tier 1 Risk-Based Capital:
   Association's                   $7,945     13.47%
   Requirement                      1,770      3.00%
                                   ------     -----
   Excess                          $6,175     10.47%

4.       STOCK OPTION PLAN

         At June 30, 1999 there were  unexercised  options for 62,306  shares of
         common stock under the terms of the StateFed Financial Corporation 1993
         Stock Option Plan.  The options have an exercise price of $5 per share.
         There were 7,596  shares  exercised  during the nine months ended March
         31, 2000.

5.       STOCK REPURCHASE PLAN

         On May 24, 1999, 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, 2000, no shares
were  repurchased.  As of March  31,  2000 a total of  50,500  shares  have been
repurchased since May 24, 1999, at a cost of $572,000.

                                       9
<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.

          When used in this Form 10-QSB and in future  filings  with the SEC, in
the Company's press releases or other public or shareholder  communications,  as
well as in oral statements made by the executive  officers of the Company or its
primary  subsidiary,  the words or phrases  "will likely  result," "are expected
to,"  "will  continue,"  "is  anticipated,"  "estimated,"  "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,  among other things,
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 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 of the date made. The
Company  wishes to advise readers that the factors listed above could affect its
financial  performance  and could cause its 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   declines  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.

                                       10
<PAGE>

Financial Condition

         The Company's total assets increased $3.3 million,  or 3.6%, from $90.8
million at June 30, 1999 to $94.1  million at March 31, 2000.  This increase was
due  primarily to an increase in net loans  receivable  of $10.2  million and an
increase in real estate held for investment of $761,000,  partially  offset by a
decrease in cash and amounts due from depository institutions of $7.7 million.

         Net loans  receivable  increased  $10.2 million,  or 14.1%,  from $72.3
million at June 30, 1999 to $82.5 million at March 31, 2000. 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
purchased adjustable rate mortgage loans on commercial real estate.

         Total  deposits  decreased by $500,000,  from $54.7 million at June 30,
1999 to $54.2 million at March 31, 2000.  Certificate  accounts  decreased  $1.7
million and  passbook  accounts  decreased  $112,300,  while  money  market fund
accounts increased $1.1 million and NOW accounts increased $212,300.

         Total  stockholders'  equity  increased  $181,500 from $16.1 million at
June  30,  1999 to $16.3  million  at  March  31,  2000.  The  increase  was due
primarily,  to net income of $808,500 and  accounting  for employee stock awards
and options of $137,000  partially  offset by the result of the  treasury  stock
repurchases of $202,300,  dividends declared of $339,100, and an increase in net
unrealized losses on investment securities of $222,600.

Results of Operations

         The operating  results of the Company are affected by general  economic
conditions  monetary  and fiscal  policies of federal  agencies  and  regulatory
policies  at  agencies  regulating  financial  institutions  and  their  holding
companies.  The  Company's  cost of funds is  influenced  by  interest  rates on
competing  investments and general market rates of interest.  Lending activities
are  influenced by demand for real estate loans and other types of loans,  which
in turn are affected by the interest rates at which such loans are made, general
economic conditions, and the availability of funds for lending activities.

         The Association's net income is primarily dependent on its net interest
income,   which  is  the  difference   between   interest  income  generated  on
interest-earning  assets and expense incurred on  interest-bearing  liabilities.
Net interest income is affected by the interest rate  environment and the volume
and composition of interest-earning assets and interest-bearing liabilities. Net
income is also  affected by  provisions  for losses on loans,  service  charges,
gains or losses on sales of  assets,  other  income,  non-interest  expense  and
income taxes.

                                       11

<PAGE>

Comparison  of  Operating  Results for the Three Months Ended March 31, 2000 and
 March 31, 1999

         General.  Net income increased $31,800 to $307,900 for the three months
ended March 31, 2000,  from  $276,100 for the three months ended March 31, 1999.
The increase was primarily  the result of an increase in net interest  income of
$97,800,  partially offset by a decrease in non-interest  income of $41,200,  an
increase  in  non-interest  expense of  $7,800,  and an  increase  in income tax
expense of $17,000.

         Net  Interest  Income.  Net interest  income  increased  $97,800,  from
$678,900  for the three  months  ended March 31, 1999 to $776,700  for the three
months  ended March 31,  2000.  This  increase  was the result of an increase in
interest income of $87,500 and a decrease in interest expense $10,300.

         Interest Income.  Interest income increased $87,500, from $1.66 million
for the three months ended March 31, 1999 to $1.75  million for the three months
ended  March 31,  2000  primarily  as a result of an  increase in the balance of
loans receivable,  partially offset by a decrease in other interest income.  The
decrease  in other  interest  income is the result in a decrease  in deposits in
interest bearing accounts in other depository institutions.

         Interest  Expense.  Interest expense decreased $10,300 from $985,200 in
the three  months  ended March 31, 1999 to $974,900  for the three  months ended
March 31, 2000.  This decrease  resulted  primarily from slightly lower interest
rates paid on deposit  accounts,  and interest costs  capitalized on real estate
project held for  investment,  partially  offset by an increase in the amount of
borrowings.

         Provision  for Loan  Losses.  The  provision  for loan losses  remained
unchanged  in the three  months  ended  March 31,  2000 as compared to the three
months ended March 31, 1999.  The provision  during the three months ended March
31, 2000 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  $41,200  from
$231,000  in the three  months  ended  March 31,  1999 to  $189,800 in the three
months ended March 31, 2000.  This decrease  reflects a decrease in gain on sale
of  investments  of $32,000 as well as a decrease in income  from the  Company's
real estate operations of $13,400.

         Non-interest  Expense.  Non-interest expense increased from $487,600 in
the three  months  ended March 31, 1999 to  $495,300 in the three  months  ended
March 31, 2000. This increase of $7,700, was primarily the result of an increase
in salaries and benefits  expense of $45,500 and an increase in data  processing
expense of $4,000,  partially  offset by a decrease  in real  estate  operations
expense of $17,000,  a decrease in FDIC premiums and OTS assessments of $13,000,
and a decrease in other non-interest expenses of $11,500.

                                       12
<PAGE>

           Income Tax  Expense.  Income tax expense was  $154,200  for the three
months  ended March 31, 2000  compared to $137,200  for the three  months  ended
March 31, 1999, an increase of $17,000, primarily due to the increase in taxable
income.

Comparison of the Nine Months Ended March 31, 2000 and March 31, 1999

         General. Net income increased $54,500 from $753,900 for the nine months
ended March 31, 1999 to $808,500 for the nine months  ended March 31, 2000.  The
increase  was  primarily  the result of an  increase in net  interest  income of
$215,600, partially offset by an increase in non-interest expense of $69,400, an
increase in income tax expense of $35,900, and a decrease in non-interest income
of $55,800.

         Net Interest Income. Net interest income increased $215,600,  from $2.0
million  for the nine months  ended March 31, 1999 to $2.2  million for the nine
months  ended March 31,  2000.  This  increase  was  primarily  the result of an
increase in interest on loans  receivable of $325,900 and a decrease in interest
paid on deposits of $159,700,  partially  offset by a decrease in other interest
income of $242,100 and an increase in interest paid on borrowings of $25,700.

         Interest Income.  Interest income increased $81,600, from $5.06 million
for the nine months ended March 31, 1999 to $5.14  million the nine months ended
March 31,  2000.  The  increase  is  primarily  the result of an increase in the
balance of loans  receivable,  partially  offset by a decrease in other interest
income.

         Interest  Expense.  Interest  expense  decreased  $134,000  from  $3.03
million in the nine months  ended  March 31,  1999 to $2.89  million in the nine
months ended March 31, 2000. This decrease resulted from a decrease in the rates
paid on deposits,  and interest  capitalized  in  connection  with a real estate
construction  project of the  Company,  partially  offset by an  increase in the
amount of borrowings.

         Provision  for Loan  Losses.  The  provision  for loan losses  remained
unchanged in the nine months ended March 31, 2000 as compared to the nine months
ended March 31, 1999. The provision  during the nine months ended March 31, 2000
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  $55,800  from
$569,500 in the nine months  ended March 31, 1999 to $513,700 in the nine months
ended March 31, 2000.  The decrease  was  primarily  the result of a decrease in
real estate  operations of $34,500 and a decrease in gain on sale of investments
of $38,300,  partially  offset by an increase in other  non-operating  income of
$10,400 and an increase in gain on sale of real estate of $6,600.

                                       13
<PAGE>

         Non-interest Expense. Non-interest expense increased from $1.45 million
in the nine  months  ended  March 31,  1999 to $1.52  million in the nine months
ended March 31, 2000.  This  increase of $69,400 was  primarily the result of an
increase of $94,000 in salaries and benefit expense and an increase in occupancy
and equipment  expense of $5,700,  partially offset by a decrease in real estate
operations  expense  of  19,600,  a decrease  in other  non-interest  expense of
$3,000, a decrease in FDIC premiums and OTS assessments expense of $4,800, and a
decrease in data processing expense of $2,800.

         Income Tax Expense.  Income tax expense increased from $369,700 for the
nine months ended March 31, 1999 to $405,600 for the nine months ended March 31,
2000, an increase of $35,900.  The increase was primarily due to the increase in
taxable 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 4% 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, 2000,  the  Association's  average  liquidity  ratio was 6.02%,  which
exceeded the minimum regulatory  requirement on such date.  Management considers
this liquidity  position adequate to meet its expected needs for the foreseeable
future.

         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, 2000, the
Association exceeded all fully phased-in regulatory capital requirements.

         At March 31, 2000, the Association's tangible capital was $7.9 million,
or 9.12%, of adjusted total assets,  which is in excess of the 1.5%  requirement
by $6.6  million.  In addition,  at March 31,  2000,  the  Association  had core
capital of $7.9 million,  or 9.12%, of adjusted total assets,  which exceeds the
3% requirement by $6.2 million.  The Association had risk-based  capital of $8.2
million at March 31, 2000, or 13.89%, of risk-adjusted assets, which exceeds the
8.0% risk-based capital requirements by $3.5 million.

         As required by Federal law,  the OTS has  proposed a rule  revising its
minimum core capital  requirement  to be no less  stringent than that imposed on
national banks. The OTS has proposed that only those savings  associations rated
a composite  one (the highest  rating) under the MACRO rating system for savings
associations will be permitted to operate at or near the

                                       14
<PAGE>

regulatory minimum leverage ratio of 3%. All other savings  associations will be
required to maintain a minimum  leverage ratio of 3% plus at least an additional
100 to 200 basis points. The OTS will assess each individual savings association
through  the  supervisory  process  on a  case-by-case  basis to  determine  the
applicable  requirement.  No assurance  can be given as to the final form of any
such regulation,  the date of its effectiveness or the requirement applicable to
the  Association.  As a result of the prompt  corrective  action  provisions  of
federal law, however,  a savings  association must maintain a core capital ratio
of at least 4% to be considered  adequately  capitalized  unless its supervisory
condition is such to allow it to maintain a 3% ratio.






























                                       15
<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, 2000:

                (1)    February 17, 2000, a current report on Form 8-K was filed
                       announcing second quarter earnings.








                                       16

<PAGE>


                                   SIGNATURES

         Pursuant to the requirement 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
                                         Registrant


Date:     May 10,2000                    /s/  John F. Golden
                                         -------------------------------------
                                         John F. Golden
                                         President and Chief Executive Officer


Date:     May 10,2000                    /s/  Andra K. Black
                                         -------------------------------------
                                         Andra K. Black
                                         Executive Vice President and
                                            Chief Financial Officer






                                       17

<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,  2000 and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER>                               1,000

<S>                                    <C>
<PERIOD-TYPE>                                3-MOS
<FISCAL-YEAR-END>                            JUN-30-2000
<PERIOD-END>                                 MAR-31-2000
<CASH>                                       820
<INT-BEARING-DEPOSITS>                       685
<FED-FUNDS-SOLD>                               0
<TRADING-ASSETS>                               0
<INVESTMENTS-HELD-FOR-SALE>                2,215
<INVESTMENTS-CARRYING>                         0
<INVESTMENTS-MARKET>                           0
<LOANS>                                   82,496
<ALLOWANCE>                                  250
<TOTAL-ASSETS>                            94,128
<DEPOSITS>                                54,206
<SHORT-TERM>                              12,310
<LIABILITIES-OTHER>                          809
<LONG-TERM>                               10,498
                          0
                                    0
<COMMON>                                       9
<OTHER-SE>                                16,296
<TOTAL-LIABILITIES-AND-EQUITY>            94,128
<INTEREST-LOAN>                            1,666
<INTEREST-INVEST>                             73
<INTEREST-OTHER>                              13
<INTEREST-TOTAL>                           1,752
<INTEREST-DEPOSIT>                           666
<INTEREST-EXPENSE>                           309
<INTEREST-INCOME-NET>                        777
<LOAN-LOSSES>                                  9
<SECURITIES-GAINS>                             0
<EXPENSE-OTHER>                              495
<INCOME-PRETAX>                              462
<INCOME-PRE-EXTRAORDINARY>                   462
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                 308
<EPS-BASIC>                                .21
<EPS-DILUTED>                                .21
<YIELD-ACTUAL>                                 0
<LOANS-NON>                                  181
<LOANS-PAST>                                 306
<LOANS-TROUBLED>                               0
<LOANS-PROBLEM>                                0
<ALLOWANCE-OPEN>                             250
<CHARGE-OFFS>                                  9
<RECOVERIES>                                   0
<ALLOWANCE-CLOSE>                            250
<ALLOWANCE-DOMESTIC>                         250
<ALLOWANCE-FOREIGN>                            0
<ALLOWANCE-UNALLOCATED>                      250



</TABLE>


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