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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q

[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
For the period ended: March 31, 2003
 
Commission file number 000-22103


HEMLOCK FEDERAL FINANCIAL CORP.
(Exact Name of Registrant as Specified In Its Charter)


Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
36-4126192
(IRS Employer
Identification No.)
 
5700 West 159th Street
(Address of Principal Executive Offices)
60452
(Zip Code)


708-687-9400
(Registrant's telephone number, including area code)

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

    YES     X     NO          

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

Class
Common Stock, par value $.01
Outstanding at April 17, 2002
969,186 shares




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HEMLOCK FEDERAL FINANCIAL CORP.
AND SUBSIDIARY

INDEX

Part I. Financial Information  
 
Item 1. Financial Statements  
 
Condensed Consolidated Statements of Financial Condition as of March 31, 2003
and December 31, 2002. 3
 
Condensed Consolidated Statements of Income and Comprehensive Income for
the three months ended March 31, 2003 and 2002 4
 
Condensed Consolidated Statements of Cash Flows for the three
months ended March 31, 2003 and 2002 5
 
Condensed Consolidated Statements of Changes in Stockholders' Equity
for the three months ended March 31, 2003 and 2002 6
 
Notes to the Condensed Consolidated Financial Statements as of
March 31, 2003 8
 
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operation 10
 
Item 3. Quantitative and Qualitative Disclosures About Market Risk 14
 
Item 4. Disclosed Controls and Procedures 17
 
Part II. Other Information 18



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HEMLOCK FEDERAL FINANCIAL CORP. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(In thousands, except share data)
(Unaudited)


March 31,
2003
December 31,
2002
ASSETS
Cash and cash equivalents $37,024 $28,204
Securities available-for-sale 52,822 39,885
Securities held-to-maturity 66,184 77,444
Loans receivable, net 139,857 147,436
Loans held for sale 81 -
Federal Home Loan Bank stock, at cost 10,233 10,136
Premises and equipment, net 4,939 4,964
Bank owned life insurance 5,136 5,068
Intangible assets 1,382 1,404
Accrued interest receivable and other assets 1,694
1,620
Total assets $319,352
$316,161
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits $206,199 $201,725
Federal Home Loan Bank advances 82,710 82,710
Advances from borrowers for taxes and insurance 946 1,323
Note payable 5,600 6,350
Accrued interest payable and other liabilities 2,362
2,569
Total liabilities 297,817 294,677
Stockholders' equity
Common stock, $.01 par value; 3,100,000 shares
   authorized; 2,076,325 shares issued
21 21
Surplus 20,924 20,838
Treasury stock at cost (2003 - 1,107,139 shares; 2002 -
   1,107,139 shares)
(17,824) (17,788)
Unearned ESOP, (2003 - 62,289 shares; 2002 - 66,441 shares) (623) (665)
Unearned stock awards (100) (109)
Retained earnings 18,675 18,384
Accumulated other comprehensive income 462
803
Total stockholders' equity 21,535
21,484
      Total liabilities and stockholders' equity $319,352
$316,161



See accompanying notes to condensed consolidated financial statements.

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HEMLOCK FEDERAL FINANCIAL CORP. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND
COMPREHENSIVE INCOME
Three months ended March 31, 2003 and 2002
(In thousands, except per share data)
(Unaudited)


Three Months Ended
2003
2002
Interest income
Loans $2,364 $2,706
Securities 1,063 1,039
Interest bearing deposits 301
363
      Total interest income 3,728 4,108
Interest expense
Deposits 832 1,131
Federal Home Loan Bank advances 1,110 988
Note payable 57
66
Total interest expense 1,999
2,185
Net interest income 1,729 1,923
Provision for loan losses -
-
Net interest income after provision
for loan losses 1,729 1,923
Non-interest income
Service fees 192 178
Other income 178 71
Gain on sale of real estate owned - 9
Unrealized loss on loans held for sale - (76)
Gain on sale of securities 214
242
Total non-interest income 584 424
Non-interest expense
Salaries and employee benefits 911 834
Occupancy and equipment 271 253
Data processing 108 96
Other expenses 365
367
1,655
1,550
Income before income taxes 658 797
Provision for income taxes 212
268
Net income $   446
$   529
Basic earnings per share  $    .50
$    .58
Diluted earnings per share $    .46
$    .55
Comprehensive income $   105
$   330



See accompanying notes to condensed consolidated financial statements.

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HEMLOCK FEDERAL FINANCIAL CORP. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Three months ended March 31, 2003 and 2002
(In thousands)
(Unaudited)


2003
2002
Cash flows from operating activities
Net income $446 $529
Adjustments to reconcile net income to net cash from
operating activities
Depreciation 60 76
Amortization of intangibles 22 23
Net amortization of premiums on securities 389 220
Change in deferred loan fees 29 (21)
Loss on sale of assets - 7
Gain on sale of securities (214) (242)
Loss on loans held for sale - 76
Change in loans held for sale (81) 175
Federal Home Loan Bank stock dividends (97) (54)
Increase in value of bank-owned life insurance (68) -
Change in accrued interest receivable and other assets (74) (34)
Change in accrued interest payable and other liabilities 23 202
Stock awards expense 9 58
ESOP compensation 113
101
        Net cash from operating activities 557
1,116
Cash flows from investing activities
Purchase of securities available-for-sale (18,647) (3,645)
Proceeds from sales of securities available-for-sale 1,134 970
Principal payments of mortgage-backed securities and
collateralized mortgage obligations 12,706 8,558
Proceeds from maturities and calls of securities 2,395 1,124
Net change in loans 7,550 3,663
Purchases of securities held-to-maturity - (24,595)
Purchases of premises and equipment, net (35)
(31)
Net cash from investing activities 5,103
(13,956)
Cash flows from financing activities
Net increase in deposits 4,474 4,409
Change in advance payments by borrowers for taxes and insurance (377) (404)
Purchase of treasury shares (84) (1,002)
Change in Federal Home Loan Bank advances - 5,225
Change in due to broker - 7,041
Change in note payable (750) 700
Exercise of stock options 52 -
Dividends paid (155)
(152)
Net cash from financing activities 3,160
15,817
Net change in cash and cash equivalents 8,820 2,977
Cash and cash equivalents at beginning of period 28,204
28,157
Cash and cash equivalents at end of period $37,024
$31,134



See accompanying notes to condensed consolidated financial statements.

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HEMLOCK FEDERAL FINANCIAL CORP. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES
IN STOCKHOLDERS' EQUITY
FOR THREE MONTHS ENDED MARCH 2003 AND 2002
(In thousands except share data)
(Unaudited)


Common
Stock
Surplus
Treasury
Stock
Unearned
ESOP
Unearned
Stock
Awards
Retained
Earnings
Accumulated
Compre-
hensive
Income
Total
Stock
holders'
Equity

Compre-
hensive
Income
Balance at December 31, 2001 $21 $20,544 $(16,634) $(831) $(343) $16,919 $1,198 $20,874 $      -
 
Net income for three months
ended March 31, 2002 - - - - - 529 - 529 529
ESOP shares earned - 59 - 42 - - - 101 -
Stock awards earned - - - - 58 - - 58 -
Change in unrealized gain
on securities available-for-sale, net - - - - - - (199) (199) (199)
Treasury stock purchase, net - - (1,002) - - - - (1,002) -
Dividends declared ($.15 per share) -
-
-
-
-
(152)
-
(152)
-
Balance at March 31, 2002 $21
$20,603
$(17,636)
$(789)
$(285)
$17,296
$999
$20,209
$330


Continued.

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HEMLOCK FEDERAL FINANCIAL CORP. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES
IN STOCKHOLDERS' EQUITY
FOR THREE MONTHS ENDED MARCH 2003 AND 2002
(In thousands except share data)
(Unaudited)


Common
Stock
Surplus
Treasury
Stock
Unearned
ESOP
Unearned
Stock
Awards
Retained
Earnings
Accumulated
Compre-
hensive
Income
Total
Stock
holders'
Equity

Compre-
hensive
Income
Balance at December 31, 2002 $21 $20,838 $(17,788) $(665) $(109) $18,384 $803 $21,484 $      -
 
Net income for three months
ended March 31, 2003 - - - - - 446 - 446 446
ESOP shares earned - 71 - 42 - - - 113 -
Stock awards earned - - - - 9 - - 9 -
Change in unrealized gain
on securities available-for-sale, net - - - - - - (341) (341) (341)
Treasury stock purchase, net - - (84) - - - - (84) -
Exercise of 3,000 options - 15 48 - - - - 63 -
Dividends declared ($.16 per share) -
-
-
-
-
(155)
-
(155)
-
Balance at March 31, 2003 $21
$20,924
$(17,824)
$(623)
$(100)
$18,675
$462
$21,535
$105




See accompanying notes to condensed consolidated financial statements.

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HEMLOCK FEDERAL FINANCIAL CORP. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2003
(In thousands, except share data)
(Unaudited)


NOTE 1

Hemlock Federal Financial Corp. (Corporation) is a unitary thrift holding company which owns 100% of the voting stock of Hemlock Federal Bank for Savings (Bank), a federally chartered thrift located in Oak Forest, Illinois. The Corporation was incorporated under Delaware law in December of 1996. The accompanying unaudited interim consolidated financial statements of the Corporation have been prepared in accordance with accounting principles generally accepted in the United States of America and with the rules and regulations of the Securities and Exchange Commission for interim financial reporting. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all normal and recurring adjustments which are necessary to fairly present the results for the interim periods presented have been included. The preparation of financial statements requires management to make estimates and assumptions that affect the recorded amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period reported. Actual results could differ from those estimates. For further information with respect to significant accounting policies followed by the Corporation in the preparation of its consolidated financial statements, refer to the Corporation's Annual Report on Form 10-K for the year ended December 31, 2002. Annualized results of operations during the three months ended March 31, 2003 are not necessarily indicative of results to be expected for the full year of 2003.


NOTE 2

A reconciliation of the numerators and denominators for earnings per common share computations is presented below:

Three Months Ended
March 31,
2003
2002
Earnings per share
Net income available to common stockholders $446
$529
   
Weighted average basic shares outstanding 898
906
Basic earnings per share $.50
$.58
Weighted average basic shares outstanding 898 906
Dilutive effect of stock options 68 52
Dilutive effect of stock awards 1
3
Weighted average diluted shares outstanding 967
961
Diluted earnings per share $.46
$.55




(Continued)

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HEMLOCK FEDERAL FINANCIAL CORP. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2003
(In thousands, except share data)
(Unaudited)



Note 3. Stock Compensation

Employee compensation expense under stock options is reported using the intrinsic value method. No stock-based compensation cost is reflected in net income, as all options granted had an exercise price equal to or greater than the market price of the underlying common stock at date of grant. The following table illustrates the effect on net income and earnings per share if expense was measured using the fair value recognition provisions of FASB Statement No. 123, Accounting for Stock-Based Compensation


2003
2002
Net income as reported $446 $529
Deduct:  Stock-based compensation expense
  determined under fair value based method 2
44
Pro forma net income $444
$485
Basic earnings per share as reported $.50 $.58
Pro forma basic earnings per share .50 .53
Diluted earnings per share as reported .46 .55
Pro forma diluted earnings per share .46 .50



















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HEMLOCK FEDERAL FINANCIAL CORPORATION AND SUBSIDIARY
March 31, 2003



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

The following discussion focuses on the consolidated financial condition of Hemlock Federal Financial Corporation and Subsidiary at March 31, 2003 and the consolidated results of operations for the three months ended March 31, 2003, compared to the same period in 2002. The purpose of this discussion is to provide a better understanding of the condensed consolidated financial statements and the operations of the Corporation and its subsidiary, Hemlock Federal Bank for Savings (Bank). This discussion should be read in conjunction with the interim condensed consolidated financial statements and notes thereto included with this report.

Results of Operations

Consolidated net income of the Corporation for the first quarter of 2003 totaled $446,000, or $.50 per share basic and $.46 per share diluted, as compared to net income of $529,000, or $.58 per share basic and $.55 per share diluted, earned for the first quarter of 2002. The primary reason for the decrease in net income is a decrease in net interest income, partially offset by an increase in non-interest income.

Net Interest Income

Net interest income before provision for loan losses was $1.73 million for the three-month period ended March 31, 2003, as compared to $1.92 million for the same period in 2002. For the three-month period ended March 31, 2003, interest income decreased to $3.73 million, from $4.11 million for the same period ended March 31, 2002. This decrease is due primarily to a decrease in the yield on interest-earning assets as a result of a lower interest rate environment. The increase in cash and cash equivalents also contributed to the reduction in interest income.

The declining interest rate environment had a significant effect on the yield on both loans and securities. The Company experienced large volumes of calls and prepayments during the past several quarters. This resulted in the purchase of securities and origination of loans at significantly lower interest rates, thus reducing both yield and interest income. Interest income on loans decreased $350,000, from $2.71 million as of March 31, 2002, to $2.36 million for the quarter ended March 31, 2003.





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HEMLOCK FEDERAL FINANCIAL CORPORATION AND SUBSIDIARY
March 31, 2003



The lower interest rate environment also resulted in a decrease in interest expense, which was $2.00 million for the three months ended March 31, 2003, as compared to $2.19 million for the same period in 2002. Net interest margin has decreased from 2.64% for the quarter ended March 31, 2002 to 2.29% for the quarter ended March 31, 2003. The decrease in net interest margin is due to both the decrease in yield on interest earning assets as well as the increase in cash and cash equivalents, which results in a lower asset yield than is obtainable through longer-term investments. The significant increases in loan refinances and mortgage-related security prepayments have resulted in a rapid decrease in yields on interest-earning assets. The decrease in the cost of funds has occurred more gradually, as certificates of deposits do not reprice until they reach maturity. In addition, the Company has chosen to increase cash and cash equivalents as well as its investment in short term securities as a means of reducing its level of interest rate risk. The Company believes that the current interest rate environment, with rates at fifty year lows, is temporary in nature, and therefore management intends to maintain a defensive posture in anticipation of higher reinvestment rates in the future.

Provision for Loan Losses

On a quarterly basis, management of the Bank meets to review the allowance for loan losses. Management classifies loans in compliance with regulatory classifications. Classified loans are individually reviewed to arrive at specific reserves for those loans. Once the specific portion of the allowance is calculated, management calculates a historical portion for each loan category based on loan loss history, peer data, current economic conditions and trends in the portfolio, including delinquencies and impairments, as well as changes in the composition of the loan portfolio. Although management believes the allowance for loan losses reflects probable incurred losses on existing loans at March 31, 2003, there can be no assurance that such losses will not exceed estimated amounts.

Changes In Non-Interest Income and Non-Interest Expense

Non-interest income increased to $584,000 for the three-month period ended March 31, 2003, as compared to $424,000 for the same period ended March 31, 2002. The $160,000 increase is primarily attributable to an increase in other income from Bank Owned Life Insurance, which was purchased in the third quarter of 2002. In addition, a $76,000 loss on the valuation of loans held for sale took place during the first quarter of 2002, while no such loss occurred during the first quarter of 2003.

Non-interest expense increased to $1.66 million for the three month period ended March 31, 2003, as compared to $1.55 million for the same period one year ago. This increase of $105,000 is due primarily to increases in marketing, compensation, building and equipment expense, associated primarily with the opening of the new branch building in Bolingbrook, Illinois.

Provision for Income Taxes

The Corporation's federal and state income tax expense decreased to $212,000 for the three month period ended March 31, 2003, from $268,000 for the same period ended March 31, 2002. The decrease in income tax was the result of a decrease in net income.



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HEMLOCK FEDERAL FINANCIAL CORPORATION AND SUBSIDIARY
March 31, 2003



Financial Condition

Consolidated total assets increased $3.19 million to $319.35 million as of March 31, 2003, from $316.16 million as of December 31, 2002. Cash on hand increased to $37.02 million as of March 31, 2003, as compared to $28.20 million as of December 31, 2002, an increase of $8.82 million, due primarily to an increase in prepayment of mortgage-related securities. Loans receivable decreased to $139.86 million as of March 31, 2003 from $147.44 million as of December 31, 2002, due primarily to the increaseincrease in refinancingrefinancing activity, particularly from loans obtained through the acquisition of Midwest Savings Bank, which took place in June of 2000. Total securities decreased by $1.68 million, from $119.01 million as of December 31, 2002, to $119.00 million as of March 31, 2003. The increase in securities was funded by increases in deposits.

Total liabilities increased to $297.82 million as of March 31, 2003, from $294.68 million as of December 31, 2002. The $3.14 million increase in liabilities is due primarily to an increase of $4.47 million in deposits, which grew to $207.00 million as of March 31, 2003 from $201.73 million as of December 31, 2002. Total borrowing decreased $750,000, from $89.06 million as of December 31, 2002, to $88.31 million as of March 31, 2003.

Stockholders' equity increased to $21.54 million as of March 31, 2003 from $21.48 million as of December 31, 2002. The increase of $51,000 is primarily due to the income earned during the quarter, partially offset by dividends paid as well as a decrease in the valuation of the available for sale portfolio.

Capital Resources and Commitments

The Bank is subject to two capital requirements in accordance with federalfederal regulations. The following table summarizes the Bank's regulatory capital requirements versus actual capital, as of March 31, 2003 and December 31, 2002.

Regulatory
Requirement
To Be Adequately
Capitalized
Actual
March 31,
2003
Actual
December 31,
2002
 
Core capital 4.0% 6.88% 7.13%
Risk-based capital 8.0% 16.69% 16.73%


Liquidity

Liquidity measures the ability of the Corporation to meet maturing obligations and its existing commitments, to withstand fluctuations in deposit levels, to fund operations, and to provide for customers' credit needs. The liquidity of the Corporation principally depends on cash flows from operating activities, investment in and maturity of assets, changes in balances of deposits and borrowings, and its ability to borrow funds in the money or capital markets.

The Bank's regulatory liquidity ratio at March 31, 2003 was 14.27%, a portion of which includes interest-earning assets with terms of 5 years or less. Loan commitments outstanding totaled $2.98 million at March 31, 2003. Certificates of Deposits, which are scheduled to mature in one year or less from March 31, 2003, total $53.57 million. Based on both historical experience and current market conditions, management believes that a significant portion of these deposits will remain with the bank. In addition, the Bank anticipates it will have sufficient funds available to meet all current loan commitments.





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HEMLOCK FEDERAL FINANCIAL CORPORATION AND SUBSIDIARY
March 31, 2003



Forward Looking Statements

This report contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1993 as amended and Section 21E of the Securities Act of 1934 as amended. The Corporation intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and is including this statement for purposes of these safe harbor provisions. Forward-looking statements, which are based on certain assumptions and describe future plans, strategies, and expectations of the Corporation, are generally identified by the use of words "believe," "expect," "intend," "anticipate," "estimate," or "project" or similar expressions. The Corporation's ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on the operations and future prospects of the Corporation and the subsidiary include, but are not limited to, changes in interest rates; general economic conditions; legislative/regulatory changes; monetary and fiscal policies of the U.S. Government, including policies of the U.S. Treasury and the Federal Reserve Board; the quality and composition of the loan or securities portfolios; demand for loan products; deposit flows; competition; demand for financial services in the Corporation's market areas; and accounting principles, policies, and guidelines. These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. Further information concerning the Corporation's financial results, is included in the Corporation's filings with the Securities and Exchange Commission.







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HEMLOCK FEDERAL FINANCIAL CORPORATION AND SUBSIDIARY
March 31, 2003



Item 3. Quantitative and Qualitative Disclosures About Market Risk

In an attempt to manage its exposure to changes in interest rates, management monitors the Corporation's interest rate risk. The Board of Directors reviews at least quarterly the Bank's interest rate risk position and profitability. The Board of Directors also reviews the Bank's portfolio, formulates investment strategies and oversees the timing and implementation of transactions to assure attainment of the Bank's objectives in the most effective manner. In addition, the Board anticipates reviewing on a quarterly basis the Bank's asset/liability position, including simulations of the effect on the Bank's capital of various interest rate scenarios.

In managing its asset/liability mix, Hemlock Federal, depending on the relationship between long- and short-term interest rates, market conditions and consumer preference, at times places more emphasis on managing net interest margin than on better matching the interest rate sensitivity of its assets and liabilities in an effort to enhance net interest income. Management believes that the increased net interest income resulting from a mismatch in the maturity of its asset and liability portfolios can, during periods of declining or stable interest rates, provide high enough returns to justify the increased exposure to sudden and unexpected increases in interest rates.













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HEMLOCK FEDERAL FINANCIAL CORPORATION AND SUBSIDIARY
March 31, 2003



Management utilizes the net portfolio value ("NPV") analysis to quantify interest rate risk. In essence, this approach calculates the difference between the present value of liabilities, expected cash flows from assets and cash flows from off balance sheet contracts. The following table sets forth, at December 31, 2002 (latest information available), an analysis of the Bank's interest rate risk as measured by the estimated changes in NPV resulting from instantaneous and sustained parallel shifts in the yield curve (±300 basis points, measured in 100 basis point increments). As of December 31, 2002, due to the current level of interest rates, the Office of Thrift Supervision no longer provides NPV estimates for decreases in interest rates greater than 100 basis points.
Change in
Interest
Rates
(Basis Points)
Estimated
NPVAmount
Ratio
of NPV to
% of Assets
Estimated Increase
(Decrease) in NPV
Amount
Percent
+300 $23,373      7.49% $(6,391)   (21)  
+200 27,201 8.53 (2,563) (9)
+100 29,877 9.20    113 (0)
- 29,765 9.07 - -
-100 27,671 8.38 (2,093) (7)
-200 - - - -
-300 - - - -
For the purposes of comparison, the following table sets forth, as of September 30, 2002, an analysis of the Bank's interest rate risk as measured by the estimated changes in NPV resulting from instantaneous and sustained parallel shifts in the yield curve (±300 basis points, measured in 100 basis point increments) as compared to tolerance limits under the Bank's current policy.

Change in
Interest
Rates
(Basis Points)
Estimated
NPVAmount
Ratio
of NPV to
% of Assets
Estimated Increase
(Decrease) in NPV
Amount
Percent
+300 $18,897      6.80% $(12,785)   (40)
+200 23,729 8.34 (7,952) (25)
+100 31,682 9.74 (3,289) (10)
- 31,682 10.66 - -
-100 32,884 10.91 1,202 4
-200 32,944 10.80 1,262 4
-300 - - - -






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HEMLOCK FEDERAL FINANCIAL CORPORATION AND SUBSIDIARY
March 31, 2003



Certain assumptions utilized in assessing the interest rate risk of thrift institutions were employed in preparing the preceding tables. These assumptions relate to interest rates, loan prepayment rates, deposit decay rates, and the market values of certain assets under the various interest rate scenarios. It was also assumed that delinquency rates will not change as a result of changes in interest rates although there can be no assurance that this will be the case. Even if interest rates change in the designated amounts, there can be no assurance that the Bank's assets and liabilities would perform as set forth above. In addition, a change in U.S. Treasury rates in the designated amounts accompanied by a change in the shape of the Treasury yield curve would cause significantly different changes to the NPV than indicated above.
While the March 31, 2003 interest rate risk analysis was not yet available, management believes that the Bank's interest rate risk has not changed significantly from the levels indicated as of December 31, 2002.


















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HEMLOCK FEDERAL FINANCIAL CORPORATION AND SUBSIDIARY
March 31, 2003



Item 4. Disclosure Controls and Procedures

Within the 90-day period prior to the filing date of this report, an evaluation was carried out under the supervision and with the participation of Hemlock's management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-14(c) and 15d-14(c) under the Securities Exchange Act of 1934). Based on their evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that the Company's disclosure controls and procedures are, to the best of their knowledge, effective to ensure that information required to be disclosed by Hemlock in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms. Subsequent to the date of their evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that there were no significant changes in Hemlock's internal controls or in other factors that could significantly affect its internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses

Annual Meeting

The Corporation's Annual Meeting for the fiscal year ending December 31, 2002 was held on May 1, 2003 at 10:30 a.m. at the Oak Forest office of the Corporation.






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HEMLOCK FEDERAL FINANCIAL CORPORATION AND SUBSIDIARY
March 31, 2003



Part II           Other Information
 
Item 1. Legal Proceedings
None
 
Item 2. Changes in Securities and Use of Proceeds
None
 
Item 3. Defaults upon Senior Securities
None
 
Item 4. Submission of Matters to a vote of Security Holders
The following is a record of the votes cast at the Corporation's Annual Meeting of Stockholders in the election of directors of the Corporation:
 
FOR
VOTE WITHHELD
Michael R. Stevens 742,703 8,451                               
Kenneth J. Bazarnik 742,828 8,326
 
Accordingly, the individuals named above were declared to be duly elected directors of the Corporation for a term to expire in 2006.
 
Accordingly, the proposal described above was declared to be duly adopted by the stockholders of the Corporation.
 
The following is a record of the votes cast in respect of the proposal to ratify the appointment of Crowe, Chizek and Company LLP as the Corporation's auditors for the fiscal year ending December 31, 2003.
 
NUMBER OF VOTES
PERCENTAGE OF VOTES
FOR 742,751 98.9%
AGAINST 8,153 1.1%
ABSTAIN 0 0.0%
 
Accordingly, the proposal described above was declared to be duly adopted by the stockholders of the Corporation.
 
Item 5. Other Information
None
 
Item 6. Exhibits and Reports on Form 8-K
 
a. Reports on Form 8-K - none



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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.


HEMLOCK FEDERAL FINANCIAL CORP.
(Registrant)


/s/ Maureen G. Partynski
Maureen G. Partynski, Chief Executive Officer
May 9, 2003


/s/ Michael R. Stevens
Michael R. Stevens, President
May 9, 2003


/s/ Jean M. Thornton
Jean M. Thornton, Chief Financial Officer
May 9, 2003







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CERTIFICATION


Each of the undersigned herby certifies in his capacity as an officer of Hemlock Federal Financial Corporation (the "Company") that the Quarterly Report of the Company on form 10-Q for the period ended March 31, 2003 fully complies with the requirements of Section 13 (a) of the Securities Exchange Act of 1934 and that the information contained in such report fairly presents, in all material respects, the financial condition of the company at the end of such period and the results of operations of the Company for such period.


Date: May 9, 2002 /s/ Maureen G. Partynski
Maureen G. Partynski
Chief Executive Officer



Date: May 9, 2002 /s/ Michael R. Stevens
Michael R. Stevens
President



Date: May 9, 2002 /s/ Jean M. Thornton
Jean M. Thornton
Chief Financial Officer







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CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER FOR QUARTERLY REPORT ON FORM 10-Q

I, Maureen Partynski, certify that:

1) I have reviewed this quarterly report on Form 10-Q of Hemlock Federal 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 present 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 defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
 
a) designed such disclosure 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 Date"); 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 registrant's board of directors (or persons performing the equivalent function):
 
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 or not 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.
 



Date:   May 9, 2003

/s/ Maureen G. Partynski
Maureen Partynski
Chairman and Chief Executive Officer




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CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER FOR QUARTERLY REPORT ON FORM 10-Q

I, Michael R. Stevens, certify that:

1) I have reviewed this quarterly report on Form 10-Q of Hemlock Federal 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 present 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 defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
 
a) designed such disclosure 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 Date"); 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 registrant's board of directors (or persons performing the equivalent function):
 
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 or not 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.
 



Date:   May 9, 2003

/s/ Michael R. Stevens
Michael R. Stevens
President




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CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER FOR QUARTERLY REPORT ON FORM 10-Q


I, Jean M. Thornton, certify that:

1) I have reviewed this quarterly report on Form 10-Q of Hemlock Federal 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 present 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 defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
 
a) designed such disclosure 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 Date"); 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 registrant's board of directors (or persons performing the equivalent function):
 
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 or not 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.
 


Date:   May 9, 2003

/s/ Jean M. Thornton
Jean M. Thornton
Chief Financial Officer




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