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FORM 10-Q

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

FOR QUARTER ENDED COMMISSION FILE NUMBER
JUNE 30, 1999 0-24630

MAHASKA INVESTMENT COMPANY
(Exact Name of Registrant as Specified in its Charter)

IOWA 42-1003699
(State of Incorporation) (I.R.S. Employer Identification No.)

222 First Avenue East, Oskaloosa, Iowa 52577

Telephone Number (515) 673-8448

Indicate by check mark whether the registrant (1) has filed all reports
required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months and (2) has been subject to such filing requirements for
the past 90 days. Yes [X] No

As of August 2, 1999, there were 3,670,380 shares of common stock $5 par
value outstanding.

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Page 1 of 19
2

PART 1 -- ITEM 1. FINANCIAL STATEMENTS

MAHASKA INVESTMENT COMPANY
AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CONDITION

JUNE 30, DECEMBER 31,
1999 1998
-------- ------------
(UNAUDITED)
(DOLLARS IN THOUSANDS)

ASSETS

Cash and due from banks..................................... $ 8,210 $ 9,292
Interest-bearing deposits in banks.......................... 111 3,559
Federal funds sold.......................................... 0 9,270
-------- --------
Cash and cash equivalents................................. 8,321 22,121
-------- --------
Investment securities:
Available for sale........................................ 27,286 29,655
Held to maturity.......................................... 13,507 13,679
Loans....................................................... 177,118 165,427
Allowance for loan losses................................... (2,730) (2,177)
-------- --------
Net loans................................................. 174,388 163,250
-------- --------
Loan pool participants...................................... 62,446 54,510
Premises and equipment, net................................. 3,918 4,043
Accrued interest receivable................................. 2,885 3,175
Other assets................................................ 2,456 2,406
Goodwill.................................................... 5,262 5,550
-------- --------
Total assets........................................... $300,469 $298,389
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits:
Demand.................................................... $ 19,665 $ 23,029
NOW and Super NOW......................................... 31,582 34,214
Savings................................................... 69,499 59,758
Certificates of deposit................................... 114,402 115,732
-------- --------
Total deposits......................................... 235,148 232,733
Federal funds purchased..................................... 2,898 0
Federal Home Loan Bank advances............................. 7,581 7,595
Note payable................................................ 14,600 17,000
Other liabilities........................................... 2,291 2,829
-------- --------
Total liabilities...................................... 262,518 260,157
-------- --------
Shareholders' equity:
Common stock, $5 par value; authorized 4,000,000 shares;
issued 3,807,501 shares................................ 19,038 19,038
Capital surplus........................................... 0 17
Treasury stock at cost, 148,238 shares as of June 30,
1999, and 171,156 shares as of December 31, 1998....... (2,425) (2,799)
Retained earnings......................................... 21,445 21,806
Accumulated other comprehensive income (loss)............. (107) 170
-------- --------
Total shareholders' equity............................. 37,951 38,232
-------- --------
Total liabilities and shareholders' equity............. $300,469 $298,389
======== ========

See accompanying notes to consolidated financial statements.

Page 2 of 19
3

MAHASKA INVESTMENT COMPANY
AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
------------------ ------------------
1999 1998 1999 1998
---- ---- ---- ----
(UNAUDITED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE)

INTEREST INCOME:
Interest and fees on loans............................. $3,991 $3,652 $ 7,765 $ 7,052
Interest and discount on loan pools.................... 1,339 2,191 3,548 4,655
Interest on bank deposits.............................. 15 47 51 88
Interest on federal funds sold......................... 77 116 174 223
Interest on investment securities:
Available for sale.................................. 427 406 873 778
Held to maturity.................................... 180 226 367 476
------ ------ ------- -------
Total interest income............................. 6,029 6,638 12,778 13,272
------ ------ ------- -------
INTEREST EXPENSE:
Interest on deposits:
NOW and Super NOW................................... 149 176 296 341
Savings............................................. 650 557 1,212 1,101
Certificates of deposit............................. 1,560 1,484 3,139 2,944
Interest on federal funds purchased.................... 4 1 4 1
Interest on Federal home Loan Bank advances............ 109 90 217 179
Interest on note payable............................... 294 225 599 479
------ ------ ------- -------
Total interest expense............................ 2,766 2,533 5,467 5,045
------ ------ ------- -------
Net interest income............................... 3,263 4,105 7,311 8,227
Provision for loan losses................................ 1,465 177 1,632 287
------ ------ ------- -------
Net interest income after provision for loan
losses......................................... 1,798 3,928 5,679 7,940
------ ------ ------- -------
NONINTEREST INCOME:
Service charges........................................ 313 300 167 588
Data processing income................................. 51 52 101 100
Other operating income................................. 86 90 224 169
Investment security gains.............................. 0 0 0 26
------ ------ ------- -------
Total noninterest income.......................... 450 442 942 883
------ ------ ------- -------
NONINTEREST EXPENSE:
Salaries and employee benefits expense................. 1,254 1,173 2,591 2,330
Net occupancy expense.................................. 342 331 699 655
Professional fees...................................... 119 163 205 249
Loss on sale of subsidiary............................. 220 0 220 0
Loss on sale of real estate............................ 91 0 91 0
Other operating expense................................ 548 408 1,174 895
Goodwill amortization.................................. 139 153 288 306
------ ------ ------- -------
Total noninterest expense......................... 2,713 2,228 5,268 4,435
------ ------ ------- -------
Income (loss) before income tax expense
(benefit)...................................... (465) 2,142 1,353 4,388
Income tax expense (benefit)............................. (146) 768 515 1,584
------ ------ ------- -------
NET INCOME (LOSS)................................. $ (319) $1,374 $ 838 $ 2,804
====== ====== ======= =======
Earnings (loss) per common share -- basic................ $(0.09) $ 0.37 $ 0.23 $ 0.76
Earnings (loss) per common share -- diluted.............. $(0.09) $ 0.35 $ 0.22 $ 0.72
Dividends per common share............................... $ 0.15 $ 0.14 $ 0.30 $ 0.28

See accompanying notes to consolidated financial statements.

Page 3 of 19
4

MAHASKA INVESTMENT COMPANY
AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
------------------ ------------------
1999 1998 1999 1998
---- ---- ---- ----
(UNAUDITED)
(IN THOUSANDS)

NET INCOME (LOSS)..................................... $(319) $1,374 $ 838 $2,804
Other Comprehensive Income:
Unrealized gains (losses) on securities available
for sale:
Unrealized holding gains (losses) arising during
the period, net of tax......................... (177) (11) (277) 26
Less: reclassification adjustment for net (gains)
losses included in net income, net of tax...... 0 0 0 (17)
----- ------ ----- ------
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX......... (177) (11) (277) 9
----- ------ ----- ------
COMPREHENSIVE INCOME (LOSS)........................... $(496) $1,363 $ 561 $2,813
===== ====== ===== ======

See accompanying notes to consolidated financial statements.

Page 4 of 19
5

MAHASKA INVESTMENT COMPANY
AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

SIX MONTHS ENDED
JUNE 30,
-----------------------
1999 1998
---- ----
(UNAUDITED)
(DOLLARS IN THOUSANDS)

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income................................................ $ 838 $ 2,804
-------- --------
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization.......................... 618 607
Provision for loan losses.............................. 1,632 287
Investment securities gains............................ 0 (26)
Amortization of investment securities premiums......... 97 77
Accretion of investment securities and loan
discounts............................................. (227) (207)
Decrease in other assets............................... 240 154
Decrease in other liabilities.......................... (375) (199)
-------- --------
Total adjustments.................................... 1,985 693
-------- --------
Net cash provided by operating activities............ 2,823 3,497
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment securities available for sale:
Proceeds from sales.................................... 0 175
Proceeds from maturities............................... 7,262 3,196
Purchases.............................................. (5,400) (6,772)
Investment securities held to maturity:
Proceeds from maturities............................... 2,178 6,348
Purchases.............................................. (2,024) (3,453)
Purchases of loan pool participations..................... (19,999) (5,952)
Principal recovery on loan pool participations............ 12,063 14,575
Net increase in loans..................................... (12,555) (14,868)
Purchases of bank premises and equipment.................. (205) (323)
-------- --------
Net cash used in investing activities................ (18,680) (7,074)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase in deposits.................................. 2,415 1,855
Net increase in federal funds purchased................... 2,898 2,000
Repayment of Federal Home Loan Bank advances.............. (14) 0
Advances on note payable.................................. 150 750
Principal payments on note payable........................ (2,550) (4,500)
Dividends paid............................................ (1,094) (1,030)
Purchases of treasury stock............................... 0 (541)
Proceeds from exercise of stock options................... 252 506
-------- --------
Net cash provided by (used in) financing
activities.......................................... 2,057 (960)
-------- --------
NET DECREASE IN CASH AND CASH EQUIVALENTS............ (13,800) (4,537)
-------- --------
Cash and cash equivalents at beginning of period............ 22,121 19,195
-------- --------
Cash and cash equivalents at end of period.................. $ 8,321 $ 14,658
======== ========
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest............................................... $ 5,477 $ 5,024
======== ========
Income taxes........................................... $ 1,179 $ 1,420
======== ========

See accompanying notes to consolidated financial statements.

Page 5 of 19
6

MAHASKA INVESTMENT COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

1. BASIS OF PRESENTATION

The accompanying consolidated financial statements include the accounts and
transactions of the Company and its four wholly-owned subsidiaries, Mahaska
State Bank, Central Valley Bank, Pella State Bank and On-Site Credit Services,
Inc. All material intercompany balances and transactions have been eliminated in
consolidation.

The accompanying consolidated financial statements have been prepared by
the Company pursuant to the rules and regulations of the Securities and Exchange
Commission. Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to such rules and
regulations. Although management believes that the disclosures are adequate to
make the information presented not misleading, it is suggested that these
interim consolidated financial statements be read in conjunction with the
Company's most recent audited financial statements and notes thereto. In the
opinion of management, the accompanying consolidated financial statements
contain all adjustments (consisting of only normal recurring accruals) necessary
to present fairly the financial position as of June 30, 1999, and the results of
operations for the three months and the six months ended June 30, 1999 and 1998,
and cash flows for the six months ended June 30, 1999 and 1998.

The results for the three months and the six months ended June 30, 1999 may
not be indicative of results for the year ended December 31, 1999, or for any
other period.

2. STATEMENTS OF CASH FLOWS

In the statements of cash flows, cash and cash equivalents include cash and
due from banks, interest-bearing deposits with banks, and federal funds sold.

3. INCOME TAXES

Federal income tax expense for the three months and the six months ended
June 30, 1999 and 1998 was computed using the consolidated effective federal tax
rate. The Company also recognized income tax expense pertaining to state
franchise taxes payable individually by the subsidiary banks.

4. EARNINGS PER COMMON SHARE

Basic earnings per common share computations are based on the weighted
average number of shares of common stock actually outstanding during the period.
The weighted average number of shares for the three-month periods ended June 30,
1999 and 1998 was 3,652,376 and 3,680,490, respectively. The weighted average
number of shares for the six-month periods ended June 30, 1999 and 1998 was
3,644,405 and 3,676,858, respectively. Diluted earnings per share amounts are
computed by dividing net income by the weighted average number of shares and all
dilutive potential shares outstanding during the period. The computation of
diluted earnings per share used a weighted average number of shares outstanding
of 3,728,534 and 3,874,962 for the three months ended June 30, 1999 and 1998,
respectively, and 3,743,020 and 3,880,760 for the six months ended June 30, 1999
and 1998, respectively.

5. EFFECT OF NEW FINANCIAL ACCOUNTING STANDARDS

The Company adopted the provisions of Statement of Financial Accounting
Standards ("SFAS") 131, "Disclosure about Segments of an Enterprise and Related
Information" effective January 1, 1998. SFAS No. 131 establishes disclosure
requirements for segment operations. The adoption had no effect on the Company's
financial statement disclosures because the Company operates as a single
business segment.

Page 6 of 19
7
MAHASKA INVESTMENT COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(UNAUDITED)

SFAS No. 133, "Accounting for Derivative Instruments and Hedging
Activities", will be effective for the Company beginning January 1, 2000.
Management is evaluating the impact the adoption of SFAS No. 133 will have on
the Company's consolidated financial statements and expects to adopt SFAS 133
when required. SFAS No. 137 has subsequently deferred implementation of SFAS 133
until January 1, 2001.

6. USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported 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 reported
period. Actual results could differ from those estimates. A significant estimate
that is particularly sensitive to change is the allowance for loan losses.

7. SALE OF ON-SITE CREDIT SERVICES, INC.

On April 23, 1999, the Company announced that it had elected to seek a
buyer for On-Site Credit Services, Inc. ("On-Site"), its wholly-owned commercial
finance subsidiary. A letter of intent was executed with a potential buyer for
On-Site on July 28, 1999. The Company's financial results for the quarter ended
June 30, 1999 include costs and charges related to the proposed sale of the
On-Site activity consisting of a loan loss provision of $1,243,000, estimated
loss on sale of $220,000, and $21,000 in severance benefits paid to employees.
It is anticipated that a closing on the sale will occur in the fourth quarter of
1999.

8. PENDING ACQUISITION OF MIDWEST BANCSHARES, INC.

The Company announced on February 2, 1999, that it had entered into a
definitive agreement to acquire all the outstanding shares of Midwest
Bancshares, Inc. ("Midwest") of Burlington, Iowa. Midwest Bancshares is the
parent company of Midwest Federal Savings and Loan Association of Eastern Iowa,
with locations in Burlington, Fort Madison, and Wapello, Iowa. As of June 30,
1999, Midwest had total assets of approximately $165 million, deposits of
approximately $108 million, and stockholders' equity totaling approximately $12
million. It was initially anticipated that the transaction would be accounted
for as a pooling-of-interests through a tax-free exchange of one share of
Company common stock for each share of Midwest common stock outstanding. On July
22, 1999, the parties agreed to modify the merger agreement such that the
acquisition of Midwest will be accounted for using the purchase method of
accounting with all other terms of the transaction remaining as originally
agreed upon. Following the exchange, Midwest Federal will be a wholly-owned
subsidiary of the Company retaining its own thrift charter. On July 22, 1999,
the Federal Reserve Bank of Chicago approved the acquisition. The acquisition is
still subject to shareholder approvals, with shareholder meetings set for
September 22, 1999 and the closing anticipated on September 30, 1999.

Page 7 of 19
8

PART I -- ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS.

QUARTER ENDED JUNE 30, 1999

The Company recorded a net loss of $319,000 for the quarter ended June 30,
1999, compared with net income of $1,374,000 for the three months ended June 30,
1998. Basic loss per share for the second quarter of 1999 was $.09 versus basic
earnings of $.37 per share for the second quarter of 1998. Diluted loss per
share for the second quarter of 1999 was $.09 versus diluted earnings per share
of $.35 for the second quarter of 1998. Actual weighted average shares
outstanding were 3,652,376 and 3,680,490 for the second quarter of 1999 and
1998, respectively. The Company's return on average assets for the quarter ended
June 30, 1999 was negative .42 percent compared with a return of 1.95 percent
for the quarter ended June 30, 1998. The Company had a negative return on
average equity of 3.30 percent for the three months ended June 30, 1999 versus a
positive 14.46 percent for the three months ended June 30, 1998.

On April 23, 1999, the Company announced that it had elected to seek a
buyer for On-Site Credit Services, Inc.("On-Site"), its wholly-owned commercial
finance subsidiary. The aforementioned second quarter results include costs and
charges related to the discontinuation of the On-Site activity consisting of a
loan loss provision of $1,243,000, estimated loss on sale of $220,000, and
$21,000 in severance benefits paid to employees. For the second quarter of 1999,
net after-tax losses related to On-Site amounted to $855,000, or $.24 per share
both basic and diluted. Without the On-Site losses, the Company's income from
on-going operations for the second quarter of 1999 was $536,000, or $.15 per
share.

RESULTS OF OPERATIONS

Net Interest Income

Net interest income is computed by subtracting total interest expense from
total interest income. Fluctuations in net interest income can result from the
changes in the volumes of assets and liabilities as well as changes in interest
rates. The Company's net interest income for the quarter ended June 30, 1999
decreased $842,000 (21 percent) to $3,263,000 from $4,105,000 for the three
months ended June 30, 1998. This decrease was mainly due to reduced interest
income and discount recovery on loan pool participations and increased interest
expense on deposits and borrowed funds. Total interest income decreased $609,000
(9 percent) in the second quarter of 1999 compared with the same period in 1998.
The Company's total interest expense for the quarter increased $234,000 (9
percent) compared with the same period in 1998. The Company's net interest
margin (on a federal tax-equivalent basis) for the second quarter of 1999
declined to 4.21 percent from 6.03 percent in the second quarter of 1998. Net
interest margin is a measure of the net return on interest-earning assets and is
computed by dividing annualized net interest income by the average of total
interest-earning assets for the period. The Company's overall yield on earning
assets decreased to 8.58 percent for the second quarter of 1999 compared to
10.45 percent for the second quarter of 1998. The reduction in yield on earning
assets and the decline in net interest margin was primarily attributable to the
lower yield on the loan pool participations and to the lower yield on the
Company's loan portfolio in the current quarter. The rate on interest-bearing
liabilities also decreased in the second quarter of 1999 to 4.58 percent
compared with 4.71 percent for the second quarter of 1998.

Interest income and fees on loans increased $339,000 (9 percent) in the
second quarter of 1999 compared to the same period in 1998, mainly due to higher
loan volumes. The average yield on loans declined to 9.03 percent for the second
quarter of 1999, compared to 9.50 percent in the second quarter of 1998 as
competition for loans forced the Company to reduce some of its loan rates to
remain competitive in its markets. Given the current low interest rate
environment and competition for loans in the market areas served by the Company,
management does not anticipate a significant increase in the loan portfolio
yield in the near-term. Average loans outstanding were $177,314,000 for the
second quarter of 1999 compared with $154,154,000 for the second quarter of
1998, an increase of $23,160,000 (15 percent). The Company's subsidiaries all
experienced an increase in average loan volume between the second quarter of
1999 and 1998.

Page 8 of 19
9

Average real estate loan volumes increased $18,773,000 (28 percent), commercial
loans averaged $2,517,000 (6 percent) higher, and agricultural loans increased
$3,276,000 (11 percent) in average volume for the second quarter of 1999
compared with 1998. Loans to individuals declined an average of $1,541,000 (12
percent) in the second quarter of 1999 compared with 1998.

The Company recognized $852,000 less in interest and discount income on
loan pool participations in the second quarter of 1999 compared with 1998.
Interest income and discount collected on the loan pool participations for the
three months ended June 30, 1999 was $1,339,000 compared with $2,191,000
collected in the second quarter of 1998. The yield on loan pool participations
declined to 9.73 percent for the second quarter of 1999 compared with 19.26
percent for the quarter ended June 30, 1998. The average loan pool participation
investment balance was $16,742,000 (37 percent) greater in the second quarter of
1999 than in 1998 as a result of substantial new purchases of pools in the
current quarter. Newly purchased loan pools typically do not produce income for
a period of up to 120 days from date of purchase which significantly impacts the
yield on the investment. These loan pool participations are pools of performing
and distressed and nonperforming loans that the Company has purchased at a
discount from the aggregate outstanding principal amount of the underlying
loans. Income is derived from this investment in the form of interest collected
and the repayment of the principal in excess of the purchase cost which is
herein referred to as "discount recovery." The Company recognizes interest
income and discount recovery on its loan pool participations on a cash basis.
The loan pool participations have traditionally been a high-yield activity for
the Company, but this yield has fluctuated from period to period based on the
amount of cash collections, discount recovery, and net collection expenses of
the servicer in any given period. The yield on loan pool participations may
decline in future periods as the Company has continued to purchase
higher-quality, performing loan pools in recent periods.

The increase in interest expense in the second quarter of 1999 compared
with 1998 was mainly attributable to growth in deposits and an increase in
borrowed funds. Average interest-bearing deposits for the second quarter of 1999
increased $19,505,000 (10 percent) from the same period in 1998 with the largest
increase occurring in the time deposit category. Borrowings on the Company's
commercial bank line of credit averaged $4,907,000 higher in the second quarter
of 1999 compared with 1998 as the Company borrowed funds to provide operating
cash to On-Site Credit Services, Inc. Federal Home Loan Bank advances during the
second quarter of 1999 averaged $1,586,000 greater than in 1998 as the Company
utilized these advances to fund asset growth. The higher average balance of
these borrowed funds resulted in increased interest expense in 1999 compared
with 1998, even though the average rate on all interest-bearing liabilities
declined. The Company's overall rate on interest-bearing liabilities decreased
to 4.58 percent for the second quarter of 1999 compared to 4.71 percent in 1998.

Provision for Loan Losses

The Company recorded a provision for loan losses of $1,465,000 in the
second quarter of 1999, of which $1,243,000 was recorded by On- Site Credit
Services, Inc. In the second quarter of 1998, the Company recorded a provision
for loan losses of $177,000. Management determines an appropriate provision
based on its evaluation of the adequacy of the allowance for loan losses in
relationship to a continuing review of problem loans, the current economic
conditions, actual loss experience and industry trends. During the second
quarter of 1999, management determined that there was significant deterioration
in the quality of some of On-Site's credits, which prompted the large loan loss
provision. In addition to the large provision at On-Site, one of the Company's
banks recorded a significant charge-off on a commercial loan which necessitated
an additional provision of $105,000 during the period. Continued growth in the
loan portfolio and the uncertainty of the agricultural economy require that
management continue to evaluate the adequacy of the allowance for loan losses
and make additional provisions in future periods as deemed necessary.

Other Income

Other income results from the charges and fees collected by the Company
from its customers for various services performed, data processing income
received from nonaffiliated banks, miscellaneous other income and gains (or
losses) from the sale of investment securities held in the available for sale
category. Total other
Page 9 of 19
10

income increased $8,000 (2 percent) in the second quarter of 1999 compared with
1998, mainly due to higher service charge income from overdraft fees at the bank
subsidiaries.

Other Expense

Total other noninterest expense for the quarter ended June 30, 1999
increased $485,000 (22 percent) compared to noninterest expense for the second
quarter of 1998. Other expense includes all the costs incurred to operate the
Company except for interest expense, the loan loss provision and income taxes.
Included in the increase for the 1999 second quarter were a number of expenses
related to the On-Site divestiture. Salaries and benefits expense for the second
quarter of 1999 increased $81,000 (7 percent) over 1998, primarily as a result
of the additional employees at the newly-chartered Pella State Bank and also due
to severance costs of $21,000 incurred by On-Site. Net occupancy and equipment
expenses for the 1999 quarter increased $11,000 (3 percent) in comparison to
1998 with most of the increase due to the additional facilities of Pella State
Bank and the increased depreciation expense incurred on the Company's new
mainframe computer. Professional fees in the June 30, 1999 quarter declined by
$44,000 compared to 1998. During the second quarter of 1999, the Company
recorded an estimated loss on the sale of subsidiary of $220,000 related to the
expenses and broker fees related to the On-Site sale. In addition, the Company
recorded a $91,000 loss on the disposal of real estate required by regulatory
action. Other operating expense increased by $140,000 in the second quarter of
1999 compared with the three months ended June 30, 1998.

Income Tax Expense (Benefit)

The Company recognized an income tax benefit for the three months ended
June 30, 1999 in the amount of $146,000 as a result of the loss from operations
during the period. For the three months ended June 30, 1998, the Company
incurred income tax expense of $768,000.

SIX MONTHS ENDED JUNE 30, 1999

The Company's net income for the first half of 1999 was $838,000 compared
with $2,804,000 earned in the first six months of 1998. The losses attributable
to the On-Site operation and the decline in loan pool income in 1999 caused the
overall reduction in net income. Basic and diluted earnings per share for the
six months of 1999 were $.23 and $.22, respectively, compared with 1998 basic
earnings per share of $.76 and diluted earnings of $.72 per share. Actual
weighted-average shares outstanding were 3,644,405 in the first half of 1999 and
3,676,858 in the first half of 1998. The Company's return on average assets was
1.15 percent in the first six months of 1999 and 2.00 percent in 1998. Return on
average equity was 8.96 percent in 1999 and 14.46 percent for the first half of
1998.

RESULTS OF OPERATIONS

Net Interest Income

Net interest income for the six months ended June 30, 1999 declined
$916,000 (11 percent) compared with the prior year, mostly due to reduced
interest income and discount recovery on loan pools. Total interest income
decreased $494,000 (4 percent) in 1999 while interest expense increased $422,000
(8 percent) in 1999 compared with 1998. The Company's net interest margin for
the first half of 1999 was 5.34 percent compared with 6.63 percent in 1998. The
overall yield on earning assets was 9.29 percent in 1999 and 10.65 percent in
1998. The rate on interest-bearing liabilities decreased in 1999 to 4.63 percent
compared with 4.75 percent in 1998.

Interest and fees on loans increased $713,000 (10 percent) in the first
half of 1999 compared with 1998 primarily due to increased loan volumes. Average
loans outstanding of $172,412,000 in 1999 were $22,589,000 greater than in 1998.
The average yield on loans declined to 9.08 percent for the first half of 1999
compared with 9.49 percent in 1998 as market interest rates moved downward.

The interest income and discount collected on loan pools decreased
$1,106,000 (24 percent)in the first half of 1999 compared with 1998 as a result
of higher collection costs incurred by the servicer on loans that
Page 10 of 19
11

had been purchased in 1996 and 1997, and the reduced overall profit margin
attributable to the purchase of higher quality assets in more recent periods.
The yield on loan pool investments for the first half of 1999 was 13.50 percent
compared with 19.25 percent in 1998. Average loan pool investments in 1999 were
$53,003,000 compared with $48,774,000 for 1998. The purchase of a sizeable
amount of pool investments in the second quarter of this year did not contribute
significant income during the period, thus reducing the overall yield for the
six months ended June 30, 1999.

Growth in deposits, additional advances from the Federal Home Loan Bank,
and increased borrowings on the Company's commercial bank line of credit were
responsible for the higher interest expense incurred by the Company in 1999.
Total interest expense on deposits increased $261,000 (6 percent) in 1999 while
interest on borrowed funds (including notes payable) increased $161,000 (24
percent) over 1998. Borrowings on the Company's bank line of credit were
primarily used to fund the On-Site activities.

Provision for Loan Losses

The year-to-date loan loss provision for 1999 was $1,632,000, with
$1,327,000 related to On-Site. The subsidiary banks' provision for loss totaled
$305,000 for the first six months of 1999. For the first six months of 1998, the
Company's provision for loan losses was $287,000, with $146,000 of that amount
attributable to On-Site and $141,000 recorded by the bank subsidiaries.

Other Income

Non-interest income totaled $942,000 for the first half of 1999 compared
with $883,000 in 1998. Increases were noted in service charges collected on
deposit accounts and in other operating income. The Company did not have any
gains on the sale of investment securities in the first half of 1999.

Other Expense

Total non-interest expense increased $833,000 (19 percent) in the first six
months of 1999 compared with 1998. Salaries and benefits increased $261,000
mainly as a result of increased staffing at Mahaska State Bank and Pella State
Bank and higher salary levels. Occupancy and equipment expenses rose $44,000 (7
percent) due to higher maintenance contract and licensing fees on check
processing equipment. Professional fees decreased $44,000 in 1999 compared with
1998. An estimated loss on the sale of subsidiary totaling $220,000 was recorded
in the six months ended June 30, 1999 due to the costs associated with the
divestiture of On-Site and a loss on the sale of real estate held by the Company
in the amount of $91,000 was also recorded during the period. Other operating
expense increased $279,000 in the first half of 1999 primarily due to
liquidation costs associated with problem credits at On-Site.

Income Tax Expense

The Company recognized income tax expense of $515,000 for the first six
months of 1999 compared with $1,584,000 for the same period in 1998. The
Company's effective income tax rate for the first half of 1999 was 38.06 percent
compared with 36.10 percent in the six months ended June 30, 1998.

FINANCIAL CONDITION

The Company's total assets as of June 30, 1999 were $300,469,000, an
increase of $2,080,000 from December 31, 1998. As of June 30, 1999, the Company
had no federal funds sold and had $2,898,000 in federal funds borrowed compared
with $9,270,000 sold as of December 31, 1998. The Company's liquidity needs are
usually highest in the second and third quarters of each year due to seasonal
loan demand and minimal deposit growth in the first half of the year. Federal
funds are borrowed on a short-term basis to meet this liquidity need.

Page 11 of 19
12

Investment Securities

Investment securities available for sale decreased $2,369,000 from December
31, 1998 to the June 30, 1999 total of $27,286,000 as a result of securities
maturing and not being reinvested. Investment securities classified as held to
maturity were $13,507,000 as of June 30, 1999, compared with $13,679,000 on
December 31, 1998.

Loans

Overall loan volumes continued to increase, with total loans outstanding of
$177,118,000 as of June 30, 1999, reflecting growth of $11,691,000 (7 percent)
from December 31, 1998. Most of the growth from December 31, 1998 to June 30,
1999 was in real estate loans and agricultural loans. Consumer loans outstanding
as of June 30, 1999 declined approximately $1,899,000 from the December 31, 1998
balance and commercial loans decreased $3,006,000 in the same period. As of June
30, 1999, the Company's loan to deposit ratio (excluding loan pool investments)
was 75.3 percent. This compares with a year-end 1998 loan to deposit ratio of
71.1 percent. As of June 30, 1999, On-Site had total loans outstanding of
$10,900,000, mostly in the commercial loan category. This compares with a
December 31, 1998 loan total for On-Site of $13,246,000.

Loan Pool Participations

As of June 30, 1999, the Company had investments in loan pool
participations of $62,446,000, an increase of $7,936,000 (15 percent) from the
December 31, 1998 balance. The loan pool investment balance shown as an asset on
the Company's Balance Sheet represents the discounted purchase cost of the loan
pool participations. The Company actively continued to evaluate and bid on loan
pool packages during the first half of 1999 and was successful in investing
$19,405,000 during the period. The loan pool participation investment as of
December 31, 1998 was $54,510,000. The average loan pool participation
investment of $53,003,000 for the first six months of 1999 was $3,544,000 (7
percent) higher than the average balance of $49,459,000 for the first six months
of 1998.

Deposits

Total deposits grew $2,415,000 (1 percent) during the first half of 1999
with the most growth noted in savings and money market deposit accounts. Demand
deposit accounts as of June 30, 1999 decreased $3,364,000 (15 percent) from
December 31, 1998, mostly due to seasonal fluctuation.

Borrowed Funds/Notes Payable

The Company had $2,898,000 in Federal Funds purchased on June 30, 1999.
There were no Federal Funds purchased on December 31, 1998. During the first
half of 1999, the Company had an average balance of Fed Funds purchased of
$152,000. Fixed-rate advances from the Federal Home Loan Bank totaled $7,581,000
as of June 30, 1999 and $7,595,000 as of December 31, 1998. Notes payable
decreased to $14,600,000 on June 30, 1999 from $17,000,000 on December 31, 1998
as the Company used cash flow from operations to reduce debt.

Nonperforming Assets

The Company's nonperforming assets totaled $2,168,000 (1.22 percent of
total loans) as of June 30, 1999, compared to $1,400,000 (.85 percent of total
loans) as of December 31, 1998. All nonperforming asset totals and related
ratios exclude the loan pool investments. The following table presents the
categories of

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13

nonperforming assets for the bank subsidiaries and for On-Site Credit Services,
Inc. as of June 30, 1999 compared with December 31, 1998:

NONPERFORMING ASSETS
(DOLLARS IN THOUSANDS)
JUNE 30, 1999

BANKS ON-SITE TOTAL
----- ------- -----

Nonaccrual.................................................. $211 $1,173 $1,384
Loans 90 days past due...................................... 552 214 766
Other real estate owned..................................... 18 0 18
---- ------ ------
$781 $1,387 $2,168
==== ====== ======

DECEMBER 31, 1998

BANKS ON-SITE TOTAL
----- ------- -----

Nonaccrual.................................................. $423 $138 $ 561
Loans 90 days past due...................................... 244 419 663
Restructured loans.......................................... 164 0 164
Other real estate owned..................................... 12 0 12
---- ---- ------
$843 $557 $1,400
==== ==== ======

From December 31, 1998 to June 30, 1999, nonaccrual loans increased
$823,000 primarily due to concerns related to one commercial finance line which
is experiencing financial difficulties resulting in it being placed on a
nonaccrual classification. Loans ninety days past due increased $103,000,
restructured loans decreased $164,000 as these loans were paid off and other
real estate owned increased by $6,000. The Company's allowance for loan losses
as of June 30, 1999 was $2,730,000, which was 1.54 percent of total loans as of
that date. This compares with an allowance for loan losses of $2,177,000 as of
December 31, 1998, which was 1.32 percent of total loans. As of June 30, 1999,
the allowance for loan losses was 125.89 percent of nonperforming loans compared
with 155.49 percent as of December 31, 1998. Management believes that as of June
30, 1999, the allowance for loan losses is adequate. For the three months ended
June 30, 1999, the Company recognized a net loan charge-off of $773,000 compared
with a net charge-off of $313,000 during the quarter ended June 30, 1998. For
the six months ended June 30, 1999, the Company charged off net loans of
$1,079,000 compared with net charge-offs of $366,000 in the first six months of
1998. During the first six months of 1999, net charge-offs recorded by On-Site
totaled $791,000 while the bank subsidiaries charged off $288,000. In
comparison, for the six months ended June 30, 1998, On-Site recorded net
charge-offs of $304,000 versus bank net charge-offs of $62,000.

Capital Resources

As of June 30, 1999, total shareholders' equity as a percentage of total
assets was 12.63 percent compared with 12.81 percent as of December 31, 1998.
The Company held 148,238 shares of treasury stock at a cost of $2,425,000 as of
June 30, 1999. During the second quarter of 1999, the Company reissued 22,918
shares of treasury stock as a result of the exercise of stock options previously
granted to directors, officers, and employees. On June 15, 1999, the Board of
Directors voted to rescind the authorization to repurchase stock. The Company
did not repurchase any shares of its stock during the second quarter of 1999.
Under risk-based capital rules, the Company's tier 1 capital ratio was 13.18
percent of risk-weighted assets as of June 30, 1999, and was 14.02 percent of
risk-weighted assets as of December 31, 1998, compared to a 4.00 percent
requirement. Risk-based capital guidelines require the classification of assets
and some off-balance-sheet items in terms of credit-risk exposure and the
measuring of capital as a percentage of the risk-adjusted asset totals. Tier 1
capital is the Company's total common shareholders' equity reduced by goodwill.
Management believes that, as of June 30, 1999, the Company and its subsidiary
banks meet all capital adequacy requirements to which they are subject. As of
that date, all the bank subsidiaries were "well capitalized" under regulatory
prompt corrective action provisions.
Page 13 of 19
14

Liquidity

Liquidity management involves meeting the cash flow requirements of
depositors and borrowers. The Company conducts liquidity management on both a
daily and long-term basis; and it adjusts its investments in liquid assets based
on expected loan demand, projected loan maturities and payments, estimated cash
flows from the loan pool participations, expected deposit flows, yields
available on interest-bearing deposits, and the objectives of its
asset/liability management program. The Company had liquid assets (cash and cash
equivalents) of $8,321,000 as of June 30, 1999, compared with $22,121,000 as of
December 31, 1998. Much of the decrease during the quarter was utilized to fund
loan growth and to purchase loan pool participations. Investment securities
classified as available for sale could be sold to meet liquidity needs, if
necessary. Additionally, the bank subsidiaries maintain lines of credit with
correspondent banks and the Federal Home Loan Bank that would allow them to
borrow federal funds on a short-term basis if necessary. The Company also
maintains a line of credit with a major commercial bank that provides liquidity
for the purchase of loan pool participation investments and other corporate
needs. Management believes that the Company has sufficient liquidity as of June
30, 1999 to meet the needs of borrowers and depositors.

Market Risk Management

Market risk is the risk of earnings volatility that results from adverse
changes in interest rates and market prices. The Company's market risk is
primarily comprised of interest rate risk arising from its core banking
activities of lending and deposit taking. Interest rate risk is the risk that
changes in market interest rates may adversely affect the Company's net interest
income. Management continually develops and applies strategies to mitigate this
risk. Management does not believe that the Company's primary market risk
exposures and how those exposures were managed in the first six months of 1999
changed when compared to 1998.

The Company uses a third-party computer software simulation modeling
program to measure its exposure to potential interest rate changes. For various
assumed hypothetical changes in market interest rates, numerous other
assumptions are made such as prepayment speeds on loans and securities backed by
mortgages, the slope of the Treasury yield curve, the rates and volumes of the
Company's deposits and the rates and the volumes of the Company's loans. This
analysis measures the estimated change in net interest income in the event of
hypothetical changes in interest rates. This analysis of the Company's interest
rate risk was presented in the Form 10-K filed by the Company for the year ended
December 31, 1998.

Year 2000 Compliance

A critical issue has emerged in the banking industry and for the economy
overall regarding how existing computer application software programs, operating
systems and hardware can accommodate the date value for the year 2000. This
issue is an area of major emphasis as management is actively working with its
software and hardware vendors to assure that the Company is compliant.
Additionally, the Company is working with material non-information system
providers, including but not limited to security, telephone, utilities, ATM
cards, elevators, heating and cooling systems, check clearing services, teller
machines and proof equipment to determine their year 2000 compliance. An
assessment of the readiness of vendors, significant customers and other third
parties with which the Company does business is also underway.

The Company could be faced with severe consequences if Year 2000 issues are
not identified and resolved in a timely manner. A worst-case scenario would
result in the short-term inability to update customer financial records due to
unforseen processing issues. This would result in customers being unable to
receive timely information regarding their account balances. In addition, a
worst-case scenario for the Company is that major suppliers of electricity,
communication links and outside data processing services may fail in spite of
their best efforts to remediate their systems and in spite of our best efforts
to test their systems. The major risk as a result of these possibilities would
be a loss of customer confidence.

The Company has established Year 2000 Committees and Plans at its bank and
thrift subsidiaries, and formal project plans have been developed and adopted.
Testing and contingency plans have also been developed and adopted by the
Company's subsidiaries. Testing procedures are completed for all currently used
hardware and software. Any new hardware or software acquired through December
31, 1999 will be tested
Page 14 of 19
15

upon installation. The Company purchased a new main-frame computer system in
1997 that is year 2000 compliant at a cost of $430,000. This computer system
became fully operational in the first quarter of 1998 with the equipment cost
begin depreciated over a five year period beginning in 1998.

The Company's contingency plans include two components which are business
remediation and business resumption. The business remediation plan was developed
to mitigate the risk associated with the failure to successfully complete system
renovation, validation or implementation of the Company's Year 2000 readiness.
This plan pertains to mission-critical systems developed in-house, by outside
software vendors, and by third-party service providers. The business resumption
plan is designed to be implemented in the event there are system failures at
critical dates.

The Company anticipates that it will incur internal staff costs and other
expenses related to the enhancements necessary to become Year 2000 compliant.
Based on the Company's current knowledge, the expense related to Year 2000
compliance is not expected to have a material effect on the Company's financial
position or results of operations. It is estimated that the costs incurred by
the Company for Year 2000 compliance will be approximately $35,000, exclusive of
costs associated with the new main-frame computer.

"SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT

With the exception of the historical information contained in this report,
the matters described herein contain forward-looking statements that involve
risk and uncertainties that individually or mutually impact the matters herein
described, including but not limited to financial projections, product demand
and market acceptance, the effect of economic conditions, the impact of
competitive products and pricing, governmental regulations, results of
litigation, technological difficulties and/or other factors outside the control
of the Company, which are detailed from time to time in the Company's SEC
reports. The Company disclaims any intent or obligation to update these
forward-looking statements.

PART II -- ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

The Company's annual meeting of shareholders was held on April 30, 1999.
The record date for determination of shareholders entitled to vote at the
meeting was February 22, 1999. There were 3,636,345 shares outstanding as of
that date, each such share being entitled to one vote. At the shareholders'
meeting the holders of 3,397,561 shares of stock were represented in person or
by proxy, which constituted a quorum. The following proposals were voted on at
the meeting:

Proposal 1 -- Election of Directors:

The following members of the Company's board of directors were elected to
serve for the specified term or until their successors shall have been elected
and qualified. Such persons received the number of votes set opposite their
names:

VOTE
FOR WITHHELD
--- --------

Three-year term (2002):
Charles S. Howard....................................... 3,390,573 6,988
James F. Mathew......................................... 3,387,490 10,071
David A. Meinert........................................ 3,390,573 6,988

Proposal 2 -- Ratification of Auditors' Appointment:

A vote was also taken on the ratification of the appointment of KPMG LLP as
independent auditors of the Company for the fiscal year ending December 31,
1999. The results of the vote were as follows:

DEALER
FOR AGAINST ABSTAIN NON-VOTES
--- ------- ------- ---------

3,387,977 7,636 1,948 0

Page 15 of 19
16

PART II -- ITEM 5. OTHER INFORMATION

Director Robert K. Clements resigned from the Company's Board of Directors
effective May 20, 1999. There was no disagreement with the Company on any matter
relating to its operations, policies, or practices. PART II -- ITEM 6. EXHIBITS
AND REPORTS ON FORM 8-K.

(a) The following exhibits are filed with this Report or, if so indicated,
incorporated by reference:

EXHIBITS

3.1 Articles of Incorporation of Mahaska Investment Company. (f)
3.2 Bylaws of Mahaska Investment Company. (f)
10.1 Mahaska Investment Company Employee Stock Ownership Plan &
Trust as restated and amended. (b)
10.2.1 1993 Stock Incentive Plan. (a)
10.2.2 1996 Stock Incentive Plan. (d)
10.2.3 1998 Stock Incentive Plan. (e)
10.3.1 Midstates Resources Corp. Loan Participation and Servicing
Agreement dated December 9, 1992 between Midstates Resources
Corp., Mahaska Investment Company, and Mahaska State Bank.
(a)
10.3.2 Central states Resources Corp. Liquidation Agreement dated
April 18, 1988 between Central States Resources Corp.,
Mahaska State Bank, National Bank & Trust Co., and Randal
Vardaman. (a)
10.3.3 All States Resources Corp. Loan Participation and Servicing
Agreement dated September 13, 1993 between All States
Resources Corp., Mahaska Investment Company, and West Gate
Bank. (a)
10.5.1 Revolving Loan Agreement dated January 31, 1996 between
Mahaska Investment Company and Harris Trust & Saving Bank.
(c)
10.5.2 Fifth Amendment to Revolving Loan Agreement and Revolving
Loan Note between Mahaska Investment Company and Harris
Trust & Savings Bank dated December 29, 1998. (g)
11 Computation of Per Share Earnings.
27 Financial Data Schedule.
27.1 Financial Data Schedule.

- -------------------------
(a) Incorporated by reference to the Form S-1 Registration Number 33-81922 of
Mahaska Investment Company.

(b) Incorporated by reference to the Form 10-K for the year ended December 31,
1994 filed by Mahaska Investment Company.

(d) Incorporated by reference to the Form 10-K for the year ended December 31,
1996 filed by Mahaska Investment Company.

(e) Incorporated by reference to the Form 10-K for the year ended December 31,
1997 filed by Mahaska Investment Company.

(f) Incorporated by reference to the Form 10-Q for the quarter ended September
30, 1998 filed by Mahaska Investment Company.

(g) Incorporated by reference to the Form 10-K for the year ended December 31,
1998 filed by Mahaska Investment Company.

(b) Reports on Form 8-K -- The Company did not file any reports on Form 8-K
for the three months ended June 30, 1999.

Page 16 of 19
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.

MAHASKA INVESTMENT COMPANY

--------------------------------------
(Registrant)

August 6, 1999 /s/ CHARLES S. HOWARD
Dated --------------------------------------------------------
Charles S. Howard
President

August 6, 1999 /s/ DAVID A. MEINERT
Dated --------------------------------------------------------
David A. Meinert
Executive Vice President and
Chief Financial Officer
(Principal Accounting Officer)

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