SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
- --------------------------------------------------------------------------------
FORM 10-QSB/A
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the quarterly period ended September 30, 2002
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)
13523 University Avenue, Clive, Iowa 50325
- --------------------------------------------------------------------------------
(Address of principal executive offices)
(515) 223-8484
- --------------------------------------------------------------------------------
(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 November 7, 2002, there were 1,278,870 shares of the Registrant's
common stock issued and outstanding.
Transitional Small Business Disclosure Format:
Yes [ ] No [X]
1
EXPLANATION OF AMENDMENT
The purpose of this amendment is to correct a typographical error in the
item "Other assets" for September 30, 2002 on the Consolidated Statements of
Financial Condition and a typographical error in the item "Net income" for
September 30, 2002 on the Consolidated Statements of Operation both disclosed
under Part I, Item 1. The errors were created in the process of preparing the
report for electronic filing with the Securities and Exchange Commission.
2
PART I. - CONSOLIDATED FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
STATEFED FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
September 30, 2002 and June 30, 2002
(Unaudited)
ASSETS
SEPTEMBER 30, 2002 JUNE 30, 2002
Cash and amounts due from depository institutions $ 7,288,305 $ 3,114,682
Investments in certificates of deposit 99,000 99,000
Investment securities available for sale 1,259,317 1,323,918
Loans receivable, net 85,993,764 84,771,507
Real estate held for sale, net 540,500 540,500
Property acquired in settlement of loans 572,582 364,622
Office property and equipment, net 3,448,822 3,405,720
Federal Home Loan Bank stock, at cost 1,762,200 1,762,200
Accrued interest receivable 563,503 572,414
Deferred income taxes 142,046 142,046
Other assets 324,728 308,632
------------------ ----------------
TOTAL ASSETS $ 101,994,767 96,405,241
================== ================
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Deposits $ 73,511,315 $ 66,901,147
Advances from Federal Home Loan Bank 14,000,000 14,000,000
Advances from borrowers for taxes and insurance - 351,422
Accrued interest payable 1,724 174,921
Dividends payable 127,887 127,887
Income taxes:current and deferred 68,107 305,231
Other liabilities 216,726 349,063
------------------ ----------------
TOTAL LIABILITIES 87,925,759 82,209,671
------------------ ----------------
Stockholders' equity:
Common stock 17,810 17,810
Additional paid-in capital 8,540,662 8,527,873
Unearned compensation - Employee Stock Ownership Plan (71,556) (85,575)
Accumulated other comprehensive income - unrealized gains (losses)
on investment securities available for sale, net of deferred taxes (2,027) 27,521
Treasury stock (5,172,468) (5,172,468)
Retained earnings - substantially restricted 10,756,587 10,880,409
------------------ ----------------
TOTAL STOCKHOLDERS' EQUITY 14,069,008 14,195,570
------------------ ----------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 101,994,767 $ 96,405,241
================== ================
3
STATEFED FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF OPERATION
FOR THE THREE MONTH PERIODS ENDED SEPTEMBER 30,
2002 AND SEPTEMBER 30, 2001
(Unaudited)
------------- -------------
2002 2001
------------- -------------
Interest Income:
Loans $ 1,648,471 $ 1,845,983
Investments & other 35,150 104,303
------------- -------------
Total interest income 1,683,621 1,950,286
Interest Expense:
Deposits 675,369 853,512
Borrowings 197,289 355,821
------------- -------------
Total interest expense 872,658 1,209,333
Net interest income 810,963 740,953
Provision for loan losses 103,076 24,000
------------- -------------
Net interest income after
provision for loan losses 707,887 716,953
Non-interest Income:
Real estate operations 12,755 127,810
Other 58,074 28,747
------------- -------------
Total non-interest income 70,829 156,557
Non-interest Expense:
Salaries and benefits 373,922 325,787
Real estate operations - 80,996
Occupancy and equipment 169,966 74,631
FDIC premiums and OTS assessments 10,930 9,407
Data processing 42,630 33,064
Other 200,963 139,013
------------- -------------
Total non-interest expense 798,411 662,898
------------- -------------
Income before income taxes (19,695) 210,612
Income tax expense (benefit) (23,760) 67,240
------------- -------------
Net income $ 4,065 $ 143,372
============= =============
Basic earnings per share $ - $ 0.11
Diluted earnings per share - 0.11
Dividends declared per common share $ 0.10 $ 0.10
4
STATEFED FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF OPERATION
FOR THE THREE MONTH PERIODS ENDED SEPTEMBER 30,
2002 AND SEPTEMBER 30, 2001
(Unaudited)
-----------------------------------
2002 2001
--------------- ---------------
Net income $ 4,065 $ 95,732
Other comprehensive income (loss),
net of tax:
Net change in unrealized gains (losses) (29,548) 45,326
--------------- ---------------
Comprehensive income (loss) $ (25,483) $ 141,058
=============== ===============
5
STATEFED FINANCIAL CORPORATION
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE THREE MONTH PERIOD SEPTEMBER 30, 2002
(UNAUDITED)
Balance - June 30, 2002 $ 14,195,570
Net change in accumulated other comprehensive income--unrealized
gain (loss) on investment securities available for sale, net of deferred income taxes (29,548)
Dividends declared (127,887)
ESOP common stock released for allocation 26,808
Net income 4,065
--------------
Balance - September 30, 2002 $ 14,069,008
==============
6
STATEFED FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTH PERIODS ENDED SEPTEMBER 30, 2002 AND SEPTEMBER 30, 2001
(UNAUDITED)
CASH FLOWS FROM OPERATING ACTIVITIES SEPTEMBER 30, SEPTEMBER 30,
2002 2001
------------- -------------
Net income $ 4,065 $ 143,372
Adjustments to reconcile net income to net cash
provided (used) by operating activities:
Depreciation 53,776 32,579
Amortization of ESOP 26,808 25,685
Deferred loan fees 6,487 (6,900)
Provision for losses on loans 103,076 (7,216)
Change in:
Accrued interest receivable 8,911 30,574
Other assets (16,097) 5,833
Accrued interest payable (173,197) 76,471
Current and deferred income tax liability (237,124) 66,377
Other liabilities (132,337) (567)
------------- -------------
NET CASH FLOWS PROVIDED (USED) BY OPERATING ACTIVITIES (355,632) 366,208
CASH FLOWS FROM INVESTING ACTIVITIES
Investment in certificates of deposit - 74
Proceeds from sale or maturity of available-for-sale investment securities - 34
Net (increase) decrease in loans outstanding (1,296,766) 1,020,992
Investment in real estate acquired in settlement of loans (207,960) 1,276,679
Purchase of office property and equipment (96,878) 23,401
------------- -------------
NET CASH FLOWS PROVIDED (USED) BY INVESTING ACTIVITIES (1,601,604) 2,321,180
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase in deposits 6,610,168 3,668,953
Repayment of advances from the Federal Home Loan Bank - (8,685,149)
Net decrease in advances from borrowers (351,422) (395,032)
Dividends paid (127,887) (127,633)
Purchase of treasury stock - 10,300
------------- -------------
NET CASH FLOWS PROVIDED (USED) BY FINANCING ACTIVITIES 6,130,859 (5,528,561)
------------- -------------
CHANGE IN CASH AND CASH EQUIVALENTS 4,173,623 (2,841,173)
CASH AND CASH EQUIVALENTS, beginning of period 3,114,682 7,278,551
------------- -------------
CASH AND CASH EQUIVALENTS, end of period $ 7,288,305 $ 4,437,378
============= =============
7
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: November 18, 2002 /s/ Randall C. Bray
----------------------------- ----------------------------------
Randall C. Bray
Chairman and President
Date: November 18, 2002 /s/ Andra K. Black
----------------------------- ----------------------------------
Andra K. Black
Executive Vice President and CFO
8
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Randall C. Bray, certify that:
1. I have reviewed this quarterly report on Form 10-QSB/A of StateFed
Financial Corporation;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly represent in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
identified in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and have:
a. designed such disclosures controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarterly report is being prepared.
b. evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the "Evaluation Sate"); and
c. presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of the registrant's board of directors (or persons
performing the equivalent functions):
a. all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and
b. any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in
this quarterly report whether there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
By: /s/ Randall C. Bray
-------------------
Name: Randall C. Bray
Chairman of the Board and President
November 18, 2002
9
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Andra K. Black, certify that:
7. I have reviewed this quarterly report on Form 10-QSB/A of StateFed
Financial Corporation;
8. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;
9. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly represent in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this quarterly report;
10. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
identified in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and have:
a. designed such disclosures controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarterly report is being prepared.
b. evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the "Evaluation Sate"); and
c. presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
11. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of the registrant's board of directors (or persons
performing the equivalent functions):
c. all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and
d. any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
12. The registrant's other certifying officers and I have indicated in
this quarterly report whether there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
By: /s/ Andra K. Black
------------------
Name: Andra K. Black
Chief Financial Officer and Executive Vice President
November 18, 2002
10