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, 1997 ------------------------------------------------ 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 (I.R.S. Employer Identification No.) incorporation or organization) 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 August 8, 1997 there were 2,069,998 shares, $.01 par value, of the registrant's common stock issued and 1,627,674 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) 4 Managements discussion and Analysis of financial Condition and Results of Operations 11 PART II - Other Information - --------------------------- Item 1. Legal Proceedings 13 Item 2. Changes in Securities 13 Item 3. Defaults Upon Senior Securities 13 Item 4. Submission of Matters to Vote of Securities Holders 13 Item 5. Other Information 13 Item 6. Exhibits and Reports on Form 8-K 13 3 Midwest Federal Financial Corp. And Subsidiary CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION June 30, 1997 and December 31, 1996 June 30, 1997 Dec. 31, 1996 ASSETS ------------- ------------- Cash and cash equivalents $ 5,524,230 $ 6,874,107 Other Interest-bearing deposits 100,000 100,000 Securities held to maturity (fair value 1997 $894,732; 1996 $1,093,240) 900,000 1,100,000 Securities available for sale 37,776,409 34,320,832 Loans held for sale 397,400 527,446 Loans, net of allowance for loan losses 1997 $1,619,387; 1996 $1,538,580 152,208,040 144,201,689 Accrued interest receivable 1,963,904 1,512,342 Premises and equipment, net 4,275,370 4,030,183 Other Assets 3,904,570 3,633,424 ------------ ------------ $207,049,923 $196,300,023 ============ ============ LIABILITIES AND STOCKHOLDERS EQUITY Liabilities Deposits: Non-interest bearing $ 13,588,818 $ 13,204,354 Interest bearing 146,102,481 139,287,113 ------------ ------------ 159,691,299 152,491,467 Borrowed Funds 26,890,000 24,800,000 Advance payments by borrowers -- escrow accounts 349,119 141,893 Accrued interest payable and other liabilities 1,871,270 1,962,987 ------------ ------------ 188,801,688 179,396,347 ------------ ------------ Commitments, Contingencies and Credit Risk Stockholder's Equity Common stock, par value $.01 per share, 9,000,000 shares authorized, 2,069,998 shares issued, outstanding 1,627,674 and 1,620,379 respectively 20,700 20,700 Additional paid-in capital 6,495,310 6,495,310 Retained earnings, substantially restricted 15,673,183 14,507,322 Unrealized gain (loss) on securities available for sale, net (6,500) (94,600) Loan to ESOP (319,169) (350,142) Treasury stock, at cost 442,324 and 449,619 shares respectively (3,615,289) (3,674,914) ------------ ------------ 18,248,235 16,903,676 ------------ ------------ $207,049,923 $196,300,023 ============ ============ 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 ------------- ---------------- 06/30/97 06/30/96 06/30/97 06/30/96 -------- -------- -------- -------- Interest and dividend income: Mortgage loans $2,474,964 $2,197,304 $4,846,761 $4,220,597 Other loans 1,020,224 886,327 1,960,387 1,788,451 Investment securities and interest-bearing deposits 333,834 354,625 640,868 731,269 Mortgage-backed securities 275,138 241,444 515,531 443,247 Dividends on stock in Federal Home Loan Bank 24,648 15,000 48,032 29,860 ---------- ---------- ---------- ---------- TOTAL INTEREST AND DIVIDEND INCOME 4,128,808 3,694,700 8,011,579 7,213,424 ---------- ---------- ---------- ---------- Interest Expense: Deposits 1,793,760 1,663,183 3,499,768 3,287,604 Borrowed funds 383,013 219,652 730,679 406,171 ---------- ---------- ---------- ---------- TOTAL INTEREST EXPENSE 2,176,773 1,882,835 4,230,447 3,693,775 ---------- ---------- ---------- ---------- Net interest income 1,952,035 1,811,865 3,781,132 3,519,649 Provision for loan losses 69,000 52,500 138,000 105,000 ---------- ---------- ---------- ---------- Net interest income after provision for loan losses 1,883,035 1,759,365 3,643,132 3,414,649 ---------- ---------- ---------- ---------- Non-interest income: Loan fees and service charges 68,590 63,704 139,448 137,089 Deposit account fees and service charges - Net 214,653 205,350 428,026 383,941 Net gain on sale of investment and mortgage- backed securities 182,815 40,155 332,837 158,934 Net gain on sale of loans 106,108 71,211 181,377 139,013 Other income 140,999 132,095 261,674 258,837 ---------- ---------- ---------- ---------- TOTAL NON-INTEREST INCOME 713,165 512,515 1,343,362 1,077,814 ---------- ---------- ---------- ---------- Operating Expenses: Compensation and other employee benefits 787,328 748,437 1,540,350 1,426,990 Occupancy 198,707 193,570 389,324 396,650 Telephone and postage 94,062 87,839 184,643 175,337 Data processing 89,528 90,425 184,679 180,967 Federal deposit insurance premiums 21,633 67,912 43,526 137,694 Other 255,597 176,978 457,526 387,618 ---------- ---------- ---------- ---------- TOTAL OPERATING EXPENSES 1,446,855 1,365,161 2,800,048 2,705,256 ---------- ---------- ---------- ---------- Income before provision for income taxes 1,149,345 906,719 2,186,446 1,787,207 Provision for income taxes 394,700 323,700 733,500 643,200 ---------- ---------- ---------- ---------- NET INCOME $ 754,645 $ 583,019 $1,452,946 $1,144,007 ========== ========== ========== ========== Total earning per share $ .44 $ .33 $ .84 $ .65 ========== ========== ========== ========== See accompanying notes to consolidated financial statements Page 2 5 Midwest Federal Financial Corp. And Subsidiary CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Six Months Ended ------------------------------------ 06/30/97 06/30/96 -------------- ------------- Cash Flows from operating activities: Net Income $ 1,452,946 $ 1,144,007 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 186,960 189,774 Amortization 43,606 43,606 Net amortization (accretion) of bond premiums and discounts 175,694 (12,369) Provision for loan losses 138,000 105,000 Securities (gains) losses (332,837) (158,934) Gain on sale of loans (181,377) (139,013) Origination of loans held for sale (9,321,045) (13,161,190) Proceeds from sale of loans held for sale 9,632,468 13,672,258 Deferred income taxes 0 0 Increase in accrued interest receivable and other assets (817,814) 86,892 Increase in accrued interest payable and other liabilities (60,318) (100,447) -------------- ------------- Net cash provided by operating activities 916,283 1,669,584 -------------- ------------- Cash flows from investing activities Net (increase) decrease in other interest-bearing deposits 0 498,999 Purchases of securities held to maturity 0 0 Proceeds from maturities of securities held to maturity 200,000 800,000 Purchases of securities available for sale (16,223,148) (16,370,026) Proceeds from sales of securities available for sale 12,270,834 10,376,964 Proceeds from maturities of securities available for sale 793,480 3,501,805 Net increase in loans (8,144,351) (11,914,574) Purchases of premises and equipment (432,147) (254,267) -------------- ------------- Net cash (used in) investing activities (11,535,332) (13,361,099) Cash Flows From Financing Activities Net increase in deposits 7,199,832 8,637,730 Net increase (decrease) in borrowings 2,090,000 1,250,000 Net increase in advance payments by borrowers for escrow 207,226 222,290 Purchase of treasury stock 0 0 Proceeds from exercise of stock options 31,758 14,340 Dividends paid (259,644) (183,775) -------------- ------------- Net cash provided by financing activities 9,269,172 9,940,585 -------------- ------------- Increase in cash and cash equivalents (1,349,877) (1,750,930) Cash and cash equivalents: Beginning 6,874,107 6,479,903 -------------- ------------- Ending $ 5,524,230 $ 4,728,973 ============== ============= Supplemental Cash Flow Information Cash payments for: Interest $ 3,499,768 $ 3,287,604 Income taxes 652,648 643,200 See Notes to Consolidated Financial Statements Page 3 6 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 4 7 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, 1997 and 1996 were computed based on consolidated net income and weighted average outstanding shares. The weighted average outstanding shares for the quarter ending June 30, 1997 and 1996 were 1,792,262 and 1,719,933 respectively. Page 5 8 MIDWEST FEDERAL FINANCIAL CORP. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) ACCOUNTING CHANGES In February 1997, the Financial Accounting Standards Board Issued Statement No. 128, "Earnings Per Share" (SFAS No. 128). SFAS 128 simplifies the standards for computing earnings per share and makes the calculation comparable to international standards. SFAS 128 replaces primary earnings per share with a presentation of basic earnings per share. It also requires dual presentation of basic and diluted earnings per share and a reconciliation of basic to diluted earnings per share. Basic earnings per share is computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the Company. SFAS 128 is effective for financial statements issued for periods ending after December 15, 1997, and requires restatement of all prior period earnings per share data. That is, SFAS 128 will be implemented in the fourth quarter of 1997 and restated back to January 1, 1997. If SFAS 128 had been in effect during the second quarter of 1997, basic earnings per share would have been $.46 per share and diluted earnings per share would have been $.44 per share for the period ended June 30, 1997. RECLASSIFICATIONS Certain amounts in these financial statements for prior years have been reclassified to conform to the June 30, 1997, presentation. Page 6 9 MIDWEST FEDERAL FINANCIAL CORP. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 2 - DEBT AND EQUITY SECURITIES Debt and equity securities have been classified in the consolidated statements of financial condition according to management's intent. The carrying amount of securities and their approximate fair values are shown below. Gross Gross Estimated Amortized Unrealized Unrealized Market Cost Gains Losses Value - ---------------------------------------------------------------------------------------------- SECURITIES HELD TO MATURITY: June 30, 1997 U.S. Government and agency securities $ 900,000 $ --- $ 5,268 $ 894,732 ============= ========== ========== =========== December 31, 1996 U.S. Government and agency securities $ 1,100,000 $ 440 $ 7,200 $ 1,093,240 ============= ========== ========== =========== SECURITIES AVAILABLE FOR SALE: June 30, 1997 U.S. Government and agency securities $ 12,684,439 $ 31,182 $ 132,532 $12,583,089 State and municipal securities 6,735,211 70,538 19,219 6,786,530 Mortgage-backed and related securities 17,525,462 106,351 156,321 17,475,492 Equity securities 841,298 92,675 2,675 931,298 -------------- ---------- ---------- ----------- $ 37,786,410 $ 300,746 $ 310,747 $37,776,409 ============= ========== ========== =========== December 31, 1996 U.S. Government and agency securities $ 11,907,933 $ 30,599 $ 129,628 $11,808,904 State and municipal securities 5,576,226 94,514 6,373 5,664,367 Mortgage-backed securities 15,827,399 46,298 270,410 15,603,287 Equity securities 1,158,874 87,975 2,575 1,244,274 ------------- ---------- ---------- ----------- $ 34,470,432 $ 259,386 $ 408,986 $34,320,832 ============= ========== ========== =========== Page 7 10 MIDWEST FEDERAL FINANCIAL CORP. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 3 - LOANS RECEIVABLE - ------------------------- Details of loans receivable 06/30/97 12/31/96 ------------ ------------ Commercial real estate $ 39,732,231 $ 35,245,601 Residential real estate 65,998,330 66,615,603 Construction 4,540,451 4,911,600 Consumer installment 19,137,853 16,435,287 Home equity 14,569,865 13,347,187 Commercial 11,941,689 10,643,378 ------------ ------------ $155,920,419 $147,198,656 Less: Undisbursed loan proceeds 2,092,992 1,458,387 Allowance for loan losses 1,619,387 1,538,580 ------------ ------------ $152,208,040 $144,201,689 ============ ============ Page 8 11 MIDWEST FEDERAL FINANCIAL CORP. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 4 - DEPOSIT ACCOUNTS - ------------------------- Deposit accounts are summarized as follows: 06/30/97 12/31/96 ---------------------- ---------------------- Amount Percent Amount Percent ------ ------- ------ ------- Demand Deposit accounts (noninterest-bearing) $ 13,588,818 8.51% $ 13,204,352 8.66% Negotiable Orders of Withdrawal (NOW) accounts (2.25% at December 31, 1996 and June 30, 1997) 10,250,826 6.42% 10,775,861 7.07% Savings Accounts (2.25% at December 31, 1996 and June 30, 1997) 11,469,689 7.18% 11,255,467 7.38% Money market accounts (2.40% to 5.30% at December 31, 1996 and June 30, 1997) 36,085,575 22.60% 30,711,114 20.14% Certificate Accounts: Less than 3.00% 0 0 0 0 3.00% to 3.99% 679,837 0.43% 2,398,461 1.57% 4.00% to 4.99% 3,365,838 2.11% 3,474,756 2.28% 5.00% to 5.99% 49,863,347 31.22% 48,399,408 31.74% 6.00% to 6.99% 32,595,305 20.41% 29,819,655 19.55% 7.00% and over 1,792,064 1.12% 2,452,393 1.61% ------------ ------ ------------ ------ Totals $159,691,299 100.00% $152,491,467 100.00% ============ ====== ============ ====== Weighted Average Savings Interest Rate 5.20% 5.10% ==== ==== Page 9 12 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, 1997: Tangible Core Risk-Based Capital Capital Capital ------------ ----------- ------------ Savings Bank's regulatory percentage 7.09% 7.09% 10.32% Required regulatory percentage 1.50% 3.00% 8.00% ----------- ----------- ----------- Excess regulatory percentage 5.59% 4.09% 2.32% =========== =========== =========== Savings Bank's regulatory capital $14,549,000 $14,549,000 $16,168,000 Required regulatory capital 3,077,000 6,154,000 12,537,000 ----------- ----------- ----------- Excess regulatory capital $11,472,000 $ 8,395,000 $ 3,631,000 =========== =========== =========== Page 10 13 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 $10.7 million from December 31, 1996, to June 30, 1997, an increase of 5.5%. Deposit growth, and to a lessor extent, borrowings, have funded increases in earning assets. LOANS Net loans receivable have increased by $8.0 million from December 31, 1996, to June 30, 1997, an increase of 5.5 %. Commercial mortgage loans account for $4.5 million of this increase and consumer loans account for $2.7 million. Adjustable rate mortgage loans, commercial and consumer loans are held in the portfolio of the Bank. Fixed rate mortgage originations continue to be sold to FHLMC. CASH AND INVESTMENTS Mortgage backed securities and investments have increased by $3.3 million, an increase of 9.2%. DEPOSITS Deposit growth from December 31, 1996, to June 30, 1997, was $7.2 million, an increase of 4.7%. Deposit growth was used to fund the growth in loans and investments. BORROWED FUNDS The borrowed funds of the Bank have increased by $2.1 million. The increase in borrowed funds has helped fund growth in earning assets. EQUITY Equity increased $1.3 million or 8.0%. The increase is primarily due to increased retained earnings. OPERATING DATA SUMMARY - ---------------------- NET INTEREST INCOME Net interest income for the second quarter of 1997 is up 7.7% over the first quarter of 1996. The increase in net interest income is due to growth in assets of 10.3% from one year ago. Year to date net interest income is up 7.4% due to similar increases in asset growth year to date. Increased market pressure on deposit rates is the primary cause for the 17 basis point reduction in net interest margin from one year ago. Second quarter 1997 net interest margin was 4.17% compared to a record high 4.30% for the second quarter of 1996. NON-INTEREST INCOME Non-interest income increased by 39.0% from the quarter ending June 30, 1996, compared to the quarter ending June 30, 1997, and is up 24.6% year to date. Increases in gain on sale of securities are primarily responsible for this increase. NON-INTEREST EXPENSE Non-interest expenses increased by 6.0% for the quarter ending June 30, 1997, when compared to the quarter ending June 30, 1996, and is up 3.5% year to date. Increases in personnel costs and other costs associated with asset growth were offset by a decrease in FDIC insurance premiums. NET INCOME Net income for the second quarter of 1997 is 29.4% higher than the second quarter of 1996 and earnings per share increased from $.33 to $.44, or 33%. Net income year to date is 27.0% higher than 1996 and year to date earnings per share increased from $.65 to $.84, or 29.2%. Page 11 14 MIDWEST FEDERAL FINANCIAL CORP. AND SUBSIDIARY KEY OPERATING RATIOS (UNAUDITED) ENDED JUNE 30 Three Month Period -------------------- 1997 1996 ---- ---- Return on assets (Net income divided by average assets) (1) 1.47% 1.30% Return on average equity (net income divided by average equity) (1) 17.02% 13.84% Average equity to average assets 8.66% 9.41% Interest rate spread (difference between average yield on interest earning assets and average cost of interest bearing liabilities) (1) 3.68% 3.81% Net interest margin (net interest income as a percentage of average interest earning assets) (1) 4.13% 4.30% Non-interest expense to average assets 2.82% 3.04% Average interest earning assets to interest bearing deposits 109.80% 110.87% Allowance for loan losses to total loans at end of period 1.05% 1.03% Net charge-offs to average outstanding loans during the period .00% .00% Ratio of non-performing assets to total assets .12% .20% Risk-based capital (of the Bank) 10.32% 13.14% - ------------------------------------------------------------------- (1) Annualized Page 12 15 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 - ----------------------------------------- (a) Exhibits 10.1 Employment Agreement with Gary E. Wegner 10.2 Employment Agreement with Scott D. Huedepohl 10.3 Midwest Federal Financial Corp. 1997 Nonqualified Stock Option Plan (b) During the quarter ended June 30, 1997, the Registrant was not required to file any Current Reports on Form 8-K, and no reports on Form 8-K were filed. Page 13 16 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 12, 1997