1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB (Mark One) (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 1996 ------------------------------------------ OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to --------------------- ----------------- Commission File Number: 0-20331 --------------------------------------------------- Midwest Federal Financial Corp. - -------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Wisconsin 39-1725856 - -------------------------------------------------------------------------- (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 1159 Eighth Street, Baraboo, Wisconsin 53913 - -------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (608) 356-7771 - -------------------------------------------------------------------------- (Registrant's telephone number, including area code) N/A - -------------------------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report) 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. X YES NO ------------- ------------ Registrant became subject to the filing requirements of the Act on July 7, 1992. As of July 31, 1996, there were 2,069,998 shares, $ .01 par value, of the registrant's common stock issued and 1,626,380 shares or common shares equivalents are outstanding. 2 Midwest Federal Financial Corp. And Subsidiary Table of Contents PART I - Financial Information - ------------------------------ Consolidated Statements of Financial Condition (unaudited) 1 Consolidated Statements of Operations (unaudited) 2 Consolidated Statements of Cash Flows (unaudited) 3 Notes to Consolidated Financial Statements (unaudited) 5 Managements discussion and Analysis of financial Condition and Results of Operations 12 PART II - Other Information - ------------------------------ Item 1. Legal Proceedings 14 Item 2. Changes in Securities 14 Item 3. Defaults Upon Senior Securities 14 Item 4. Submission of Matters to Vote of Securities Holders 14 Item 5. Other Information 14 Item 6. Exhibits and Reports on Form 8-K 14 3 MIDWEST FEDERAL FINANCIAL CORP. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (Unaudited) 06/30/96 12/31/95 ------------ ------------ ASSETS Cash $ 4,676,203 $ 6,332,222 Interest bearing deposits 52,770 147,681 ------------ ------------ Cash and cash equivalents 4,728,973 6,479,903 Other interest-bearing deposits 100,000 598,999 Loans held for sale 475,100 847,155 Securities available for sale: Investment securities 20,732,338 24,600,319 Mortgage-backed securities 16,927,920 11,359,554 Securities held to Maturity: Investment securities 1,300,000 2,095,025 Investment in Federal Home Loan Bank stock 937,500 936,100 Interest receivable on interest-bearing deposits and investment securities 500,157 611,890 Loans receivable - net 134,734,996 122,925,422 Interest receivable on loans 985,373 785,172 Office properties and equipmeNT 4,077,162 4,012,669 Deferred income taxes 392,189 38,000 Other asset 967,534 1,088,984 Deposit Base Intangible 741,296 784,901 ------------ ------------ TOTAL ASSETS $187,600,538 $177,164,093 ============ ============ LIABILITIES AND STOCKHOLDERS EQUITY Liabilities: Deposit accounts $151,228,244 $142,590,514 Borrowed funds 17,250,000 16,000,000 Advance payments by borrowers for taxes and insurance 399,211 176,921 Accrued and other liabilities: Interest 602,757 657,696 Deferred compensation and director fees 329,109 317,465 Other 890,421 880,185 ------------ ------------ Total liabilities $170,699,742 $160,622,781 ============ ============ Commitments and contingencies Stockholders' Equity: Common stock--$.01 par value: Authorized--3,000,000 shares Issued--2,069,998 shares and 1,034,999 shares respectively 20,700 10,350 Additional Paid-in capital 6,502,027 6,500,960 Retained earnings-substantially restricted 14,086,134 13,162,529 Unrealized Gains (Losses) on securities available for sale, net of tax (415,600) 187,600 Loan to ESOP (404,750) (419,142) Treasury stock at cost--435,118 shares and 218,559 shares respectively (2,887,715) (2,900,985) ------------ ------------ Total Stockholders' Equity 16,900,796 16,541,312 ------------ ------------ TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $187,600,538 $177,164,093 ============ ============ See accompanying notes to consolidated financial statements Page 1 4 Midwest Federal Financial Corp. And Subsidiary CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) Quarter Ended Six Months Ended ------------- ---------------- 06/30/96 06/30/95 06/30/96 06/30/95 -------- -------- -------- -------- Interest and dividend income: Mortgage loans $2,197,304 $1,844,873 $4,220,597 $3,586,519 Other loans 886,327 800,378 1,788,451 1,518,572 Investment securities and interest-bearing deposits 354,625 223,425 731,269 456,485 Mortgage-backed securities 241,444 145,997 443,247 301,600 Dividends on stock in Federal Home Loan Bank 15,000 11,925 29,860 24,869 ---------- ---------- ---------- ---------- TOTAL INTEREST AND DIVIDEND INCOME 3,694,700 3,026,599 7,213,424 5,888,045 Interest Expense: Deposits 1,663,183 1,521,695 3,287,604 2,867,566 Borrowed funds 219,652 87,136 406,171 226,564 ---------- ---------- ---------- ---------- TOTAL INTEREST EXPENSE 1,882,835 1,608,831 3,693,775 3,094,130 ---------- ---------- ---------- ---------- Net interest income 1,811,865 1,417,768 3,519,649 2,793,915 Provision for loan losses 52,500 25,000 105,000 55,000 ---------- ---------- ---------- ---------- Net interest income after provision for loan losses 1,759,365 1,392,768 3,414,649 2,738,915 ---------- ---------- ---------- ---------- Non-interest income: Loan fees and service charges 63,704 44,812 137,089 87,181 Deposit account fees and service charges - Net 205,350 149,082 383,941 280,490 Net gain on sale of investment and mortgage-backed securities 40,155 35,908 158,934 85,971 Net gain on sale of loans 71,211 26,411 139,013 77,324 Other income 132,095 104,889 258,837 222,958 ---------- ---------- ---------- ---------- TOTAL NON-INTEREST INCOME 512,515 361,102 1,077,814 753,924 ---------- ---------- ---------- ---------- Operating Expenses: Compensation and other employee benefits 748,437 574,037 1,426,990 1,141,461 Occupancy 193,570 185,514 396,650 337,286 Office supplies, telephone and postage 87,839 75,205 175,337 160,596 Data processing 90,425 84,086 180,967 185,940 Federal deposit insurance premiums 67,912 65,755 137,694 131,517 Other 176,978 201,699 387,618 409,036 ---------- ---------- ---------- ---------- TOTAL OPERATING EXPENSES 1,365,161 1,186,296 2,705,256 2,365,836 ---------- ---------- ---------- ---------- Income before provision for income taxes 906,719 567,574 1,787,207 1,127,003 Provision for income taxes 323,700 209,750 643,200 412,300 ---------- ---------- ---------- ---------- NET INCOME $ 583,019 $ 357,824 $1,144,007 $ 714,703 ========== ========= ========== ========= Total earning per share $ .33 $ .20 $ .65 $ .40 ========== ========= ========== ========= See accompanying notes to consolidated financial statements * Earnings per share for prior periods has been restated to reflect a 2 for 1 stock dividend executed in May 1996. Page 2 5 Midwest Federal Financial Corp. And Subsidiary CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Six Months Ended ------------------------- 06/30/96 06/30/95 ----------- ----------- Cash Flows from operating activities: Net Income $ 1,144,007 $ 714,703 ----------- ---------- Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 189,774 158,988 Net amortization of premiums and discounts on Investment and mortgage-backed securities (7,394) 22,780 Provision for loan losses 105,000 55,000 Gain on sale of investment and mortgage-backed securities (158,934) (85,971) Dividends reinvested in Federal Home Loan Bank Stock 0 (11,100) Gain on sale of loans (139,013) (77,324) Origination of loans held for sale (14,295,866) (3,320,983) Proceeds from sale of loans originated for sale 14,733,245 3,024,583 Provision (credit) for deferred taxes 354,189 (459,800) Increase (decrease) in other assets (165,055) (174,311) Increase (decrease) in other liabilities (33,059) 26,718 ----------- ---------- Total adjustments 582,887 (841,420) ----------- ---------- Net cash provided by operating activities 1,726,894 (126,717) ----------- ---------- Cash flows from investing activities Net (increase) decrease in interest-bearing deposits 498,999 (201,999) Securities available for sale: Purchase of investment securities (9,275,851) (2,801,853) Proceeds from sale of investment securities 10,218,030 2,405,486 Proceeds from maturities of investment securities 2,220,000 3,500,000 Purchases of mortgage-backed securities (7,094,175) 0 Proceeds from sale of mortgage-backed securities 0 1,265,335 Principal repayment on mortgage-backed securities 1,258,886 414,024 Securities held to maturity: Purchase of investment securities 0 (2,200,000) Proceeds from maturities of investment securities 800,000 0 Redemption of Federal Home Loan Bank stock 136,100 0 Purchase of Federal Home Loan Bank Stock (137,500) 0 Net increase in loans (11,809,574) (7,438,966) Capital expenditures (247,716) (581,210) Payment received on loan to ESOP 14,392 12,412 ----------- ---------- Net cash used in investing activities (13,418,409) (5,626,771) ----------- ---------- Page 3 6 MIDWEST FEDERAL FINANCIAL CORP And Subsidiary CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (Continued) Six Months Ended -------------------------- 06/30/96 06/30/95 ------------ ------------ Cash Flows from financing activities: Net increase (decrease) in deposits 8,637,730 11,031,788 Net increase (decrease) in borrowed funds 1,250,000 (6,000,000) Net increase (decrease) in advance payments by borrowers for taxes and insurance 222,290 321,424 Net proceeds from sale of stock 0 0 Purchase of treasury stock 0 0 Dividends paid (183,775) (110,632) Proceeds from the exercise of stock options 14,340 25,200 ----------- ----------- Net Cash provided by financing activities 9,940,585 5,267,780 ----------- ----------- Net increase (decrease) in cash and cash equivalents (1,750,930) (485,708) Cash and cash equivalents at beginning 6,479,903 5,876,454 ----------- ----------- Cash and cash equivalents at end $ 4,728,973 $ 5,390,746 =========== =========== Supplemental cash flow information: Cash paid during the period for: Interest on deposit accounts 3,287,604 2,867,566 Interest on borrowings 406,171 226,564 Income taxes 643,200 412,300 See accompanying notes to consolidated financial statements. Page 4 7 Midwest Federal Financial Corp. And Subsidiary NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accounting policies of Midwest Federal Financial Corp. and Subsidiary (the Company) conform to generally accepted accounting principles and prevailing practices within the thrift industry. A summary of the more significant accounting policies follows: PRINCIPLES OF CONSOLIDATION The accompanying consolidated financial statements include the accounts of Midwest Federal Financial Corp., its wholly-owned subsidiary, Baraboo Federal Bank, FSB (the Bank), and the Bank's wholly-owned subsidiary, BF Financial, Inc. All significant intercompany accounts and transactions have been eliminated in consolidation. BF Financial, Inc. offers full service brokerage services and insurance annuity contracts to its customers. CASH EQUIVALENTS The Company generally considers all highly liquid debt instruments with original maturities when purchased of three months or less to be cash equivalents. SECURITIES HELD TO MATURITY AND AVAILABLE FOR SALE Management determines the appropriate classification of debt securities at the time of purchase. Debt securities are classified as held-to-maturity when the Company has the positive intent and ability to hold the securities to maturity. Held to maturity securities are stated at amortized cost. Debt securities not classified as held to maturity and marketable equity securities are classified as available for sale. Available for sale securities are stated at fair value, with the unrealized gains and losses, net of tax, reported as a separate component of shareholders' equity. Prior to fiscal 1994, investment securities and mortgage-backed and related securities held for sale were carried at the lower of cost or market value. The cost of debt securities classified as held to maturity or available for sale is adjusted for amortization of premiums and accretion of discounts to maturity, or in the case of mortgage-backed and related securities, over the estimated life of the security. Such amortization is based on a level-yield method and is included in interest income from the respective security. Interest and dividends are included in interest and dividend income from investments. The cost of securities sold is based on the specific identification method. LOANS HELD FOR SALE Mortgage loans held for sale generally consist of current production of certain fixed-rate first mortgage loans. Mortgage loans held for sale are carried at the lower of cost (less principal payments received) or market value. LOANS RECEIVABLE Loans receivable are stated as unpaid principal balances, less the allowance for loan losses and net deferred loan origination fees. Interest income is recognized using methods which approximate a level yield on principal amounts outstanding. Accrual of interest is discontinued either when reasonable doubt exists as to the full, timely collection of interest or principal or when a loan becomes contractually past due by 90 days or more with respect to interest or principal. At that time, any accrued but uncollected interest is reversed, and additional income is recorded only to the extent that payments are received and the collection of principal is reasonably assured. LOAN FEES AND RELATED COSTS Certain loan origination fees, commitment fees and direct loan origination costs are being deferred and the net amounts amortized as an adjustment of the related loan's yield. The Bank is amortizing these amounts into interest income, using the level yield method, over the contractual life of the related loan. Other origination and commitment fees not required to be recognized as a yield adjustment are included in loan fees and service charges. Page 5 8 MIDWEST FEDERAL FINANCIAL CORP. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) FORECLOSED PROPERTIES Real estate acquired by foreclosure or deed in lieu of foreclosure, is adjusted to its fair market value upon acquisition and is subsequently carried at the lower of cost or net realizable value. Costs related to the development and improvement of property are capitalized; holding costs are charged to expense. ALLOWANCE FOR LOSSES ON LOANS AND FORECLOSED PROPERTIES Management periodically reviews loans and foreclosed properties to determine whether the estimated realizable value of the related asset is less than the carrying amount. In making such determinations, consideration is given to estimated sales price, refurbishing costs, and direct holding and selling costs. When a loss is anticipated, an allowance for the estimated loss is provided. In addition, general loss allowances are established in excess of identifiable losses. This allowance is based on the Bank's own loss experience, that of the financial services industry, and management's ongoing assessment of the credit risk inherent in the portfolio. OFFICE PROPERTIES AND EQUIPMENT Office properties and equipment are recorded at cost. Maintenance and repair costs are charged to expense as incurred. When property is retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts and the resulting gain or loss is recorded in income. The cost of office properties and equipment is being depreciated principally by accelerated and straight-line methods over the estimated useful lives of the assets for both financial reporting and tax reporting purposes. INCOME TAXES Deferred income taxes have been provided under the liability method. Deferred tax assets and liabilities are determined based upon the difference between the financial statement and tax bases of assets and liabilities, as measured by the enacted tax rates which will be in effect when these differences are expected to reverse. Deferred tax expense is the result of changes in the deferred tax asset and liability. EARNINGS PER SHARE Earnings per share of common stock for the periods ending June 30, 1996 and 1995 were computed based on consolidated net income and weighted average outstanding shares. The weighted average outstanding shares for the quarter ending June 30, 1996 and 1995 were 1,756,367 and 1,792,262 respectively. Prior periods have been restated to reflect a 2 for 1 stock dividend executed in May 1996. Page 6 9 MIDWEST FEDERAL FINANCIAL CORP. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) ACCOUNTING CHANGES In December 1991, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 107, "Disclosures about Fair Value of Financial Instruments." This statement requires disclosure of the fair value of financial instruments, both assets and liabilities, whether or not such instruments are recognized in the balance sheet. Financial instruments involve either a right or an obligation to receive or deliver cash or an equivalent to another entity. Such disclosure could be on the face of the financial statements or in footnotes thereto to the extent that such fair value is reasonably attainable, and would not necessarily result in any adjustment to the carrying amounts of such instruments on the Company's statement of financial condition. As it relates to the Company, financial instruments include primarily cash equivalents, investment securities, mortgage-backed securities, loans receivable and deposits. SFAS No. 107 has been adopted by the Company for the fiscal year ending December 31, 1995. In May 1993, the FASB issued SFAS No. 114, "Accounting by Creditors for Impairment of a Loan," which was subsequently amended by SFAS No. 118. This statement addresses the accounting by creditors for certain impaired loans and requires that applicable impaired loans be measured based on future cash flows or fair value of the underlying collateral. The statements have been adopted by the Company effective January 1, 1995. The adoption of SFAS No. 114 and SFAS No. 118 has had a minimal effect on the Company's financial position. RECLASSIFICATIONS Certain amounts in these financial statements for prior years have been reclassified to conform to the June 30, 1996 presentation. Page 7 10 MIDWEST FEDERAL FINANCIAL CORP. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 2 - SECURITIES AVAILABLE FOR SALE The amortized cost and estimated market values of investment securities available for sale. Gross Gross Estimated Amortized Unrealized Unrealized Market Cost Gains Losses Value ----------- ---------- ----------- ----------- June 30, 1996 -------------- U.S. government and agencies securities $14,531,135 $ 12,950 $385,610 $14,158,475 Obligations of state and political subdivisions 4,381,454 39,977 57,977 4,363,454 Other 857,126 35,821 892,947 Equity securities - Common stock 1,318,062 23,750 24,350 1,317,462 ----------- -------- -------- ----------- TOTALS $21,087,777 $112,498 $467,937 $20,732,338 =========== ======== ======== =========== December 31, 1995 ----------------- U.S. government and agencies securities $20,486,905 $242,154 $ 11 $20,729,048 Obligations of state and political subdivisions 2,875,769 63,957 11,356 2,928,370 Other 24,000 24,000 Equity securities - Common stock 885,901 33,000 918,901 ----------- -------- -------- ----------- TOTALS $24,248,575 $363,111 $ 11,367 $24,600,319 =========== ======== ======== =========== The amortized cost and estimated market values of mortgage-backed securities available for sale. Gross Gross Estimated Amortized Unrealized Unrealized Market Cost Gains Losses Value ------------ ---------- ---------- ------------ June 30, 1996 ------------- Participation certificates: FHLMC $ 5,890,914 $ $ 93,415 $ 5,797,499 FNMA 2,020,672 1,262 40,236 1,981,698 GNMA 4,770,497 6,363 35,102 4,741,758 SBA 284,830 6,216 278,614 Other 312,170 1,546 313,716 Real estate mortgage investment Conduits ("REMICS") 1,871,445 52,012 1,819,433 Adjustable rate mortgage mutual fund 346,960 2,776 344,184 Collateralized mortgage obligations (CMO's) 1,726,593 75,575 1,651,018 ----------- ------- -------- ---------- TOTALS $17,224,081 $ 9,171 $305,332 $16,927,920 ============ ======== ========= =========== December 31, 1995 ----------------- Participation certificates: FHLMC $ 2,004,515 $ $ 39,527 $ 1,964,988 FNMA 1,572,252 8,165 8,359 1,572,058 GNMA 4,744,533 11,750 17,208 4,739,075 SBA 288,088 7,117 295,205 Collateralized mortgage Conduits (REMICS") 1,582,318 10,147 1,592,465 Collateralized mortgage obligations (CMOs) 867,032 124 17,312 849,844 Adjustable rate mortgage mutual fund 346,960 1,041 345,919 ----------- ------- -------- ----------- TOTALS $11,405,698 $37,303 $ 83,447 $11,359,554 =========== ======= ======== =========== Page 8 11 MIDWEST FEDERAL FINANCIAL CORP. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 2 - INVESTMENT SECURITIES HELD TO MATURITY The amortized cost and estimated market values of investment securities held to maturity. Gross Gross Estimated Amortized Unrealized Unrealized Market Cost Gains Losses Value ---------- ----------- ---------- ---------- June 30, 1996 ------------- U.S. Treasury obligations and obligations of U.S. agencies $1,300,000 $4,130 $1,295,870 ========== Gross Gross Estimated Amortized Unrealized Unrealized Market Cost Gains Losses Value ---------- ----------- ---------- ---------- December 31, 1995 ----------------- U.S. Treasury obligations and obligations of U.S. $2,095,025 $16,997 $2,112,022 agencies ========== ======= ========== NOTE 3 - LOANS RECEIVABLE Details of loans receivable 06/30/96 12/31/95 ------------ ------------ First Mortgage Loans: One-to-four family residential $ 59,152,965 $ 59,178,880 Multi-family residential 6,984,918 7,328,630 Commercial 27,698,554 18,082,781 Construction 5,261,584 4,661,327 ------------ ------------ Total first mortgage loans 99,098,021 89,251,618 ------------ ------------ Consumer and other loans: Home Equity 12,769,718 12,171,585 Consumer 13,897,575 12,692,942 Commercial 9,735,926 9,032,325 Education loans 767,313 711,066 Savings account 253,010 244,217 Agricultural 1,461,659 1,763,872 ------------ ------------ Total consumer and other loans 38,885,201 36,616,007 ------------ ------------ Subtotals 137,983,222 125,867,625 Less: Undisbursed Loan Proceeds 1,790,787 1,620,226 Allowance for Estimated Losses 1,407,071 1,320,734 Deferred Loan Fees - Net 50,368 1,243 ------------ ------------ Totals $134,734,996 $122,925,422 ============ ============ Page 9 12 MIDWEST FEDERAL FINANCIAL CORP. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 4 - DEPOSIT ACCOUNTS Deposit accounts are summarized as follows: 06/30/96 12/31/95 --------------------- --------------------- Amount Percent Amount Percent ------------ ------- ------------ ------- Demand Deposit Accounts (noninterest-bearing) $ 13,087,576 8.65% $ 13,273,632 9.31% Negotiable Orders of Withdrawal (NOW) Accounts (2.25% at December 31, 1995 and at June 30, 1996) 7,817,927 5.17% 6,921,389 4.85% Super NOW Accounts (2.40% at December 31, 1995 and and at June 30, 1996) 1,438,207 0.95% 1,663,425 1.17% Savings Accounts (2.25% at December 31, 1995 and at June 30, 1996) 11,887,072 7.86% 11,609,058 8.14% Cash Management Accounts (3.50% to 5.25% at December 31, 1995 and 3.30% to 5.00% at June 30, 1996) 28,418,791 18.79% 23,457,210 16.45% Money Market Accounts (2.40% to 3.25% December 31, 1995 and at June 30, 1996) 2,716,457 1.80% 3,238,356 2.27% Certificate Accounts: Less than 3.00% 11,238 0.01% 11,204 0.01% 3.00% - 3.99% 1,170,600 0.77% 1,264,327 0.89% 4.00% - 4.99% 5,896,635 3.90% 9,652,733 6.77% 5.00% - 5.99% 42,764,668 28.28% 31,222,733 21.90% 6.00 - 6.99% 33,123,354 21.90% 37,185,191 26.07% 7.00 - over 2,895,719 1.92% 3,091,256 2.17% ------------ ------ ------------ ------ Totals $151,228,244 100.00% $125,623,523 100.00% ============ ====== ============ ====== Weighted Average Savings Interest Rate 5.12% 5.24% ===== ===== Page 10 13 MIDWEST FEDERAL FINANCIAL CORP. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 5 - RETAINED EARNINGS - SUBSTANTIALLY RESTRICTED Under the provisions of FIRREA, the Savings Bank is required to meet certain tangible, core and risk-based capital requirements. Tangible capital generally consists of stockholders' equity minus certain intangible assets. Core capital generally consists of stockholders' equity. The risk-based capital requirements presently address risk related to both recorded assets and off-balance-sheet commitments and obligations. The following table summarizes the Savings Bank's capital ratios and the ratios required by FIRREA and subsequent regulations at June 30, 1996: Tangible Core Risk-Based Capital Capital Capital ----------- ----------- ----------- Savings Bank's regulatory percentage 7.39% 7.39% 13.14% Required regulatory percentage 1.50% 3.00% 8.00% ----------- ----------- ----------- Excess regulatory percentage 5.89% 4.39% 5.14% =========== =========== =========== Savings Bank's regulatory capital $13,707,000 $13,707,000 $15,114,000 Required regulatory capital 2,784,000 5,567,000 9,205,000 ----------- ----------- ----------- Excess regulatory capital $10,923,000 $ 8,140,000 $ 5,909,000 =========== =========== =========== Page 11 14 MIDWEST FEDERAL FINANCIAL CORP. AND SUBSIDIARY MANAGEMENT'S DISCUSSIONS AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FINANCIAL DATA SUMMARY TOTAL ASSETS Total assets have increased by $10.4 million from December 31, 1995 to June 30, 1996. This is an increase of 5.9%. Deposit growth and to a lessor extent, borrowings, have funded increases in earning assets. LOANS Net loans receivable have increased by $12.2 million from December 31, 1995 to June 30, 1996, an increase of 9.9 %. Commercial mortgage loans account for $6.1 million of this increase. Adjustable rate mortgage loans, commercial and consumer loans are put into the portfolio of the Bank. Fixed rate mortgage originations continue to be sold to FHLMC. CASH AND INVESTMENTS Mortgage backed securities and investments have decreased by $.4 million, a decrease of 1.1%. Proceeds from this decrease in investments were used to fund loan growth. DEPOSITS Deposit growth from December 31, 1995, to June 30, 1996, was $8.6 million, an increase of 6.1%. Deposit growth was used to fund loans. BORROWED FUNDS The borrowed funds of the Bank have increased by $1.3 million. The increase in borrowed funds has helped fund loan growth. EQUITY Equity increased only $.4 million or 2.4% due to unrealized losses on securities available for sale. The unrealized losses are a result of a decrease in the market value of the investment portfolio as of June 30, 1996. OPERATING DATA SUMMARY NET INTEREST INCOME Net interest income for the second quarter of 1996 is up 26.3% over the second quarter of 1995. The increase in net interest income is due to growth in assets of 19.0% from one year ago and a 36 basis point increase in the net interest margin. Year to date noninterest income is up 26.0% due to similar increases in asset growth and margin year to date. NON-INTEREST INCOME Non-interest income increased by 42.1% from the quarter ending June 30, 1995, compared to the quarter ending June 30, 1996, and is up 43.0% year to date. NON INTEREST EXPENSE Non-interest expenses increased by 15.1% for the quarter ending June 30, 1996 when compared to the quarter ending June 30, 1995, and is up 14.3% year to date. The primary reasons for the change are an increase in personnel costs and occupancy costs associated with asset growth. NET INCOME Net income for the second quarter of 1996 is 62.9% higher than the second quarter of 1995 and earnings per share increased from $ .20 to $ .33 or 65%. Net income year to date is 60.0% higher than 1995 and year to date earnings per share increased from $ .40 to $ .65, or 62.5%. Page 12 15 MIDWEST FEDERAL FINANCIAL CORP. AND SUBSIDIARY KEY OPERATING RATIOS (UNAUDITED) ENDED SEPTEMBER 30, Three Month Period -------------------- 1996 1995 -------- -------- Return on assets (Net income divided by average assets) (1) 1.30% .92% Return on average equity (net income divided by average equity) (1) 13.84% 9.11% Average equity to average assets 9.41% 10.06% Interest rate spread (difference between average yield on interest earning assets and average cost of interest bearing liabilities) (1) 3.81% 3.42% Net interest margin (net interest income as a percentage of average interest earning assets) (1) 4.30% 3.94% Non-interest expense to average assets 3.04% 3.04% Average interest earning assets to interest bearing deposits 110.87% 108.13% Allowance for loan losses to total loans at end of period 1.03% 1.01% Net charge-offs to average outstanding loans during the period .00% .00% Ratio of non-performing assets to total assets .20% .25% Risk-based capital (of the Bank) 13.14% 13.85% - --------------- (1) Annualized Page 13 16 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 Securities Holders ------------------------------------------------------------ Not Applicable Item 5. Other information -------------------------- Not Applicable Item 6. Exhibits and Reports on Form 8-K ----------------------------------------- During the quarter ended June 30,1996, the Registrant was not required to file any Current Reports on Form 8-K, and no reports on Form 8-K were filed. Page 14 17 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. MIDWEST FEDERAL FINANCIAL CORP. /s/ Gary E. Wegner -------------------------------- Gary E. Wegner, President & CEO /s/ Dean C. Carter --------------------------------------- Dean C. Carter, Chief Financial Officer Date: August 8, 1996