FIRST FEDERAL BANKSHARES INC
10-K, 2000-09-28
BLANK CHECKS
Previous: EURO TRADE FORFAITING INC, 10-K405, EX-27, 2000-09-28
Next: FIRST FEDERAL BANKSHARES INC, 10-K, EX-13, 2000-09-28



                       SECURITIES AND EXCHANGE COMMISSION
                             450 Fifth Street, N.W.
                             Washington, D.C. 20549

                                    FORM 10-K

[X]     Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
        Act of 1934 [FEE REQUIRED]

        For the Fiscal Year Ended June 30, 2000

                                       OR

[ ]     Transition Report Pursuant to Section 13 or 15(d) of the Securities
        Exchange Act of 1934 [NO FEE REQUIRED]

        For the transition period from _________ to _________


                         Commission File Number 0-25509


                         FIRST FEDERAL BANKSHARES, INC.
                         ------------------------------
             (Exact name of registrant as specified in its charter)

            Delaware                                   42-1485449
-----------------------------------            ---------------------------
 (State or other jurisdiction of                    (I.R.S. Employer
 incorporation or organization)                  Identification Number)

     329 Pierce Street, Sioux City, Iowa                  51101
     -----------------------------------                ----------
  (Address of Principal Executive Offices)               Zip Code

                                 (712) 277-0200
                        --------------------------------
                         (Registrant's telephone number)

Securities Registered Pursuant to Section 12(b) of the Act:    None

Securities Registered Pursuant to Section 12(g) of the Act:

                     Common Stock, par value $0.01 per share
                     ---------------------------------------
                                (Title of Class)

         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  twelve  months (or for such shorter  period that the
Registrant  was required to file such  reports) and (2) has been subject to such
requirements for the past 90 days.
         YES  [X]      NO [_]


         Indicate by check mark if disclosure of delinquent  filers  pursuant to
Item 405 of Regulation S-K is not contained  herein,  and will not be contained,
to the best of  Registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K. [ ].

         As of September 13, 2000,  there were issued and outstanding  4,690,161
shares of the Registrant's Common Stock.

         The aggregate  market value of the voting stock held by  non-affiliates
of the Registrant,  computed by reference to the last sale price, as reported by
the NASDAQ National Market,  on September 13, 2000 was $36,235,156.  This amount
does not include shares held by the Bank's  Employee Stock Ownership Plan and by
officers and directors.

                       DOCUMENTS INCORPORATED BY REFERENCE

1.    Part II of Form  10-K--Annual  Report to Stockholders  for the fiscal year
      ended June 30, 2000.

2.    Part III of Form  10-K--Proxy  Statement  for the 2000  Annual  Meeting of
      Stockholders.



<PAGE>



                                     PART I

ITEM 1     BUSINESS

General

         First Federal Bankshares, Inc.

         First Federal Bankshares, Inc. (the "Company" or the "Registrant") is a
Delaware  corporation that serves as the holding company for First Federal Bank,
a federally-chartered  stock savings bank headquartered in Sioux City, Iowa (the
"Bank"). As of June 30, 2000, the Company owned 100% of the Bank's common stock,
and currently the Company engages in no other significant  activities beyond its
ownership  of such  common  stock.  Consequently,  its  net  income  is  derived
primarily from the Bank's operation.

         Prior  to  April  13,   1999,   the  Bank's   common  stock  was  owned
approximately  53.49% by First Federal  Bankshares,  M.H.C. (the "Mutual Holding
Company") and 46.51% by public  stockholders.  On April 13, 1999,  pursuant to a
Plan of Conversion and Reorganization,  and after a series of transactions,  the
Company was formed to own all of the capital stock of the Bank,  and the Company
sold the ownership  interest in the Bank  previously  held by the Mutual Holding
Company to the  public in a  subscription  offering  that  resulted  in net cash
proceeds of approximately $23 million. Public stockholders of the Bank had their
shares   exchanged  into  2,182,807  shares  of  common  stock  of  the  Company
(representing  an exchange  ratio of 1.64696  shares of Company common stock for
each share of Bank common  stock).  The Mutual  Holding  Company ceased to exist
following the  reorganization.  The reorganization was accounted for in a manner
similar  to a  pooling  of  interests  and did  not  result  in any  significant
accounting  adjustments.  As a result of the  reorganization,  the  consolidated
financial statements for prior periods have been restated to reflect the changes
in the par value of common  stock from  $1.00 per share  (for the Bank's  common
stock) to $0.01 per share (for the Company's  common  stock).  At June 30, 2000,
the Company had total assets of $723.4 million, total deposits of $471.6 million
and stockholders' equity of $68.1 million.

         The  Company's  principal  executive  office is  located  at 329 Pierce
Street, Sioux City, Iowa 51101 and its telephone number at that address is (712)
277-0200.

         First Federal Bank

         First  Federal  Bank  ("First  Federal"  or the  "Bank") is a federally
chartered stock savings bank headquartered in Sioux City, Iowa. Founded in 1923,
First Federal's  deposits have been federally  insured since 1935 by the Savings
Association  Insurance Fund and its  predecessor,  the Federal  Savings and Loan
Insurance Corporation.  The Bank has been a member of the Federal Home Loan Bank
System since 1935.

         The  Bank  is  a  community-oriented   financial  institution  offering
traditional  financial  services  to its local  community.  The  Bank's  primary
lending  area  includes  mid- and  northwest-Iowa  and  contiguous  portions  of
Nebraska and South Dakota.  The Bank's  primary  lending  activity  involves the
origination of fixed rate and adjustable rate mortgage  ("ARM") loans secured by
single family residential,  multi-family  residential and  non-residential  real
estate.  Fixed rate  mortgage  loans are  originated  primarily  for sale in the
secondary market on a servicing-released  basis, while ARM loans are retained in
the Bank's portfolio.  To a lesser extent,  the Bank makes second mortgage loans
secured by the borrower's  principal residence and other types of consumer loans
such as auto loans and home improvement loans. In addition,  the Bank invests in
mortgage-backed  securities  issued or guaranteed  by Fannie Mae  ("FNMA"),  the
Federal Home Loan Mortgage  Corporation  ("FHLMC"),  or the Government  National
Mortgage  Association  ("GNMA"),  and in securities  issued by the United States
Government and agencies thereof.

         The Bank  conducts  operations  through  its main office in Sioux City,
Iowa,  and its 18 branch  offices in northwest  and central  Iowa and  northeast
Nebraska.

                                       1

<PAGE>


         The Bank's principal  executive office is located at 329 Pierce Street,
Sioux  City,  Iowa  51101,  and its  telephone  number at that  address is (712)
277-0200.

Forward Looking Statements

         This  Annual  Report on Form 10-K may contain  certain  forward-looking
statements  within the meaning of Section 27A of the  Securities Act of 1993, as
amended (the "Securities  Act"), and Section 21E of the Securities  Exchange Act
of 1934, as amended (the "Exchange  Act"),  that involve  substantial  risks and
uncertainties.  When used in this report,  or in the documents  incorporated  by
reference  herein,  the words  "anticipate",  "believe",  "estimate",  "expect",
"intend",   "may",  and  similar  expressions   identify  such   forward-looking
statements.  Actual results, performance or achievements could differ materially
from those contemplated, expressed or implied by the forward- looking statements
contained  herein.  These  forward-looking  statements  are based largely on the
expectations of the Registrant or the Registrant's management and are subject to
a number of risks and  uncertainties,  including  but not  limited to  economic,
competitive,   regulatory,   and  other  factors   affecting  the   Registrant's
operations,  markets, products and services, as well as expansion strategies and
other factors  discussed  elsewhere in this report filed by the Registrant  with
the  Securities  and Exchange  Commission.  Many of these factors are beyond the
Registrant's control.

Market Area

         The  Registrant  conducts  operations  through its main office in Sioux
City,  Iowa,  which is located on the western  border of Iowa, and its 18 branch
offices in northwest and central Iowa and northeast Nebraska. The Company gained
access to the central  Iowa market area after its  acquisition  in March 1998 of
GFS Bancorp, Inc. Grinnell is located in Poweshiek County, fifty-five miles east
of Des  Moines,  Iowa,  the state  capital and largest  metropolitan  area.  The
Company  expanded  its  presence  in the  central  Iowa  market  area  after its
acquisition in April 1999 of Mid-Iowa  Financial Corp.  headquartered in Newton,
Iowa,  which is located 35 miles east of Des Moines,  Iowa.  Mid-Iowa  Financial
Corp. was the parent company of Mid-Iowa Savings Bank with six offices in Jasper
County,  Iowa and an office in West Des Moines,  Iowa.  The  population of Sioux
City,   Grinnell  and  Newton  is  approximately   85,000,   9,000  and  15,000,
respectively.  The total population of the  Registrant's  primary market area is
approximately  450,000.  Most employment in the Registrant's primary market area
is in  agriculture  and  agriculture-  related  industries,  but  also  includes
significant  manufacturing  and  service  businesses.  Major  employers  in  the
northwest  Iowa  primary  market area,  which  includes  contiguous  portions of
Nebraska and South  Dakota,  include Iowa Beef  Processors,  MCI  Telemarketing,
Sioux Honey Association,  Wells Dairy, Interbake Foods, Gateway 2000, Great West
Casualty,  the 185th Fighter Group of the Iowa Air National Guard, Mercy Medical
Center, St. Luke's Regional Medical Center,  American Identity and Diamond Vogel
Paint.  Major employers in the central Iowa primary market area include Grinnell
College,  Grinnell Mutual  Insurance  Company,  GTE,  Grinnell  Regional Medical
Center,  Donaldson Company,  Maytag  Corporation,  Skiff Medical Center,  Newton
Manufacturing,  the Vernon Company,  Cline Tool and Service  Company,  Thombert,
Inc. and Walmart.

         The  Registrant's  business  and  operating  results are  significantly
affected by the general  economic  conditions  prevalent  in its primary  market
area.  The  Registrant's  primary  market area is projected to  experience  only
moderate population growth for the foreseeable future.

Lending Activities

         General. Historically, the principal lending activity of the Registrant
has been the  origination  or  purchase  of  mortgage  loans  secured by one- to
four-family residential properties. The Registrant also originates loans secured
by commercial  real estate and  multi-family  units and purchases  participation
interests in multi-family  loans and commercial real estate loans  originated by
other  lenders in the midwest.  Multi-family  and  commercial  real estate loans
totaled $109.0 million, $72.1 million and $58.4 million,  respectively,  at June
30, 2000,  1999 and 1998.  In recent  years,  the  Registrant  has increased its
consumer  lending  activities  to broaden  services  offered to customers and to
improve the Registrant's interest rate risk exposure.


                                        2

<PAGE>

         The  Registrant  has sought to make its  interest  earning  assets more
interest rate sensitive by actively  originating  and  purchasing  variable rate
loans, such as ARM loans,  adjustable rate second mortgage loans and medium-term
consumer loans.  The Registrant also purchases  mortgage-backed  securities with
adjustable rates. At June 30, 2000 approximately  $236.8 million or 43.9% of the
Registrant's total loan and  mortgage-backed  securities  portfolio had variable
interest rates.

         The Registrant actively originates fixed rate mortgage loans, generally
with 10 to 30 year terms to maturity secured by one- to four-family  residential
properties.  One- to four-family  fixed rate loans  generally are originated and
underwritten for resale in the secondary  mortgage  market.  The Registrant also
actively  originates loans insured or guaranteed by the United States Government
or agencies thereof, such as VA, Rural Development and FHA loans. The Registrant
also originates interim  construction  loans on one- to four-family  residential
properties and  construction  loans on commercial  real estate and  multi-family
units.

         Analysis of Loan Portfolio.  Set forth below are selected data relating
to the composition of the  Registrant's  loan portfolio,  by type of loan on the
dates indicated.

<TABLE>
<CAPTION>
                                                                      At June 30,
                                      --------------------------------------------------------------------------
                                               2000                      1999                      1998
                                      ----------------------    ----------------------    ----------------------
                                       Amount       Percent       Amount       Percent      Amount       Percent
                                      ---------    ---------    ---------    ---------    ---------     --------
                                                                (Dollars in Thousands)
<S>                                   <C>            <C>        <C>            <C>        <C>            <C>
Residential real estate:
  One- to four-family units (1).....  $ 325,057      64.36%     $ 326,126      71.36%     $ 301,415      74.46%
  Multi-family dwelling units (2)...     54,455      10.78         40,974       8.96         43,146      10.66
Commercial real estate (3)..........     54,594      10.81         31,158       6.82         15,294       3.78
Commercial loans ...................      8,533       1.69          6,193       1.35          1,798       0.44
Home equity and second mortgage.....     35,695       7.07         32,315       7.07         21,682       5.36
Auto loans..........................     13,801       2.73         13,603       2.98         16,417       4.06
Loans on deposits...................        659       0.13            616       0.13            584       0.14
Other non-mortgage loans (4)........     16,887       3.34         10,400       2.28          8,619       2.12
                                      ---------    -------      ---------    -------      ---------     ------
    Total...........................  $ 509,681     100.91%     $ 461,385     100.95%     $ 408,955     101.02%
                                      ---------    -------      ---------    -------      ---------     ------

Less
  Allowance for loan losses.........     (3,394)     (0.67)        (3,135)     (0.69)        (2,607)     (0.64)
  Loans in process..................       (550)     (0.11)          (942)     (0.21)          (875)     (0.22)
  Net unearned premiums on loans....      1,684       0.33          1,995       0.44          1,483       0.37
  Deferred loan fees................     (2,331)     (0.46)        (2,245)     (0.49)        (2,156)     (0.53)
                                      ---------    -------      ---------    -------      ---------     ------
     Total loans, net...............  $ 505,090     100.00%     $ 457,058     100.00%     $ 404,800     100.00%
                                      =========    =======      =========    =======      =========     ======
</TABLE>


----------------

(1)   Includes construction loans on one-to four-family units.
(2)   Includes construction loans on multi-family dwelling units.
(3)   Includes construction loans on commercial real estate.
(4)   Includes other secured  non-mortgage loans, home improvement loans, credit
      card loans, education loans and unsecured personal loans.



                                        3

<PAGE>



      Loan and Mortgage-Backed Securities Maturity Schedule. The following table
sets forth certain information as of June 30, 2000,  regarding the dollar amount
of loans and mortgage-backed  securities maturing in the Registrant's  portfolio
based on their  contractual  terms to maturity.  Demand  loans,  loans having no
stated  schedule  of  repayments  and no stated  maturity,  and  overdrafts  are
reported  as due in one year or less.  Adjustable  and  floating  rate loans are
included  in the period in which  interest  rates are next  scheduled  to adjust
rather  than in which they  mature,  and fixed  rate  loans and  mortgage-backed
securities are included in the period in which the final  contractual  repayment
is due.  Fixed  rate  mortgage-backed  securities  are  assumed to mature in the
period in which the final contractual payment is due on the underlying mortgage.

<TABLE>
<CAPTION>


                                                               One          Three        Five           Ten       Beyond
                                                Within       Through       Through     Through       Through      Twenty
                                               One Year    Three Years   Five Years   Ten Years    Twenty Years    Years     Total
                                             -----------  ------------  ------------ ----------   ------------   ---------  --------
                                                                                (In Thousands)
<S>                                            <C>              <C>          <C>         <C>         <C>         <C>        <C>
First mortgage loans:
  One- to four-family residences:
    Adjustable..............................   $  49,987        43,824       23,095      21,310          --          --     138,216
    Fixed...................................       7,606         2,792        4,225      52,914      98,741      20,563     186,841
                                               ---------    ----------    ---------    --------    --------    --------   ---------
    Total one- to four-family...............      57,593        46,616       27,320      74,224      98,741      20,563     325,057

  Multi-family and commercial real estate:
    Adjustable..............................      32,978        30,771        8,741          --          --          --      72,490
    Fixed...................................      20,574         8,199        1,281       4,798       1,497         210      36,559
                                               ---------    ----------    ---------    --------    --------    --------   ---------
    Total multi-family and commercial.......      53,552        38,970       10,022       4,798       1,497         210     109,049

Commercial loans:
    Adjustable..............................       4,843           105          226          --          --          --       5,174
    Fixed...................................       1,938           575          442         384          20          --       3,359
                                               ---------    ----------    ---------    --------    --------    --------   ---------
    Total commercial loans..................       6,781           680          668         384          20          --       8,533

Consumer loans and other non-mortgage loans:
    Adjustable..............................       4,784            --           --          --          --          --       4,784
    Fixed...................................       4,008        13,273       20,724      18,876       4,826         551      62,258
                                               ---------    ----------    ---------    --------    --------    --------   ---------
    Total consumer loans and other
      non-mortgage loans....................       8,792        13,273       20,724      18,876       4,826         551      67,042
                                               ---------    ----------    ---------    --------    --------    --------   ---------

    Total loans receivable..................   $ 126,718    $   99,539    $  58,734    $ 98,282    $ 05,084    $ 21,324   $ 509,681
                                               =========    ==========    =========    ========    ========    ========   =========

Mortgage-backed securities (MBS):
  Fixed-rate MBS - held to maturity.........   $      --    $      996    $   1,338    $  3,998    $  5,878    $    893   $  13,103
  Adjustable-rate MBS - available
    for sale................................      15,563           622           --          --          --          --      16,185
                                               ---------    ----------    ---------    --------    --------    --------   ---------
Total mortgage-backed securities............   $  15,563    $    1,618    $   1,338    $  3,998    $  5,878    $    893   $  29,288
                                               =========    ==========    =========    ========    ========    ========   =========
</TABLE>


                                        4

<PAGE>

         The following  table sets forth the dollar amount of all loans maturing
or repricing  after June 30, 2001 which have  predetermined  interest  rates and
have floating or adjustable interest rates.


                                                      Floating or
                                    Predetermined      Adjustable
                                        Rates            Rates          Total
                                     ----------     -------------    -----------
                                                    (In thousands)
Real estate mortgage:
   One- to four-family...........    $ 179,235      $   88,229     $   267,464
   Other mortgage loans..........       15,985          39,512          55,497
Commercial loans.................        1,421             331           1,752
Consumer.........................       58,250              --          58,250
                                     ---------      ----------     -----------
     Total.......................    $ 254,891      $  128,072     $   382,963
                                     =========      =---------     ===========


         Residential  Real  Estate  Loans.  The  Registrant's   primary  lending
activity  consists of the  origination of one- to  four-family,  owner-occupied,
residential  mortgage  loans  secured by  property  located in the  Registrant's
primary market area. The majority of the Registrant's residential mortgage loans
consists  of loans  secured by  owner-occupied,  single-family  residences.  The
Registrant generally has limited its real estate loan originations to properties
within its primary market area.  However,  the Registrant  also purchases  whole
loans originated by others,  with an emphasis on single-family  ARM loans having
interest rate caps generally of 2% annually and 5% over the life of the loan and
with margins over various indexes ranging from 180 to 275 basis points depending
on the index. During the three-year period through June 30, 2000, the Registrant
purchased  approximately $14.9 million of one- to four-family residential loans.
One-to-four  family loans purchased outside of the Registrant's  primary lending
area  totaled   approximately  $39.9  million  at  June  30,  2000  and  include
approximately $32.6 million of loans that are geographically  distributed in the
midwestern  United  States.  The remaining  loans are scattered  throughout  the
United States with the largest geographic  concentrations  including Connecticut
with $2.3 million, Georgia with $1.0 million and Arizona with approximately $1.1
million.

         The delinquency  rate on purchased loans and on loans originated by the
Registrant was 1.0% and 0.3%,  respectively,  at June 30, 2000.  Loans purchased
primarily  consist of  single-family  residential  loans  secured by  properties
located in the Midwest.  Management  attributes the low delinquency rates to the
current  relative  strength  of the  economy  in  the  Midwest.  The  Registrant
purchases loans from other  institutions as market conditions permit in order to
reduce the Registrant's overall credit risk by increasing geographical diversity
and to supplement its loan portfolio in periods of weaker local demand.

         At June 30, 2000, the Registrant had $325.1  million,  or 63.8%, of its
total  loan  portfolio  invested  in first  mortgage  loans  secured  by  one-to
four-family residences.

         The Registrant  currently offers  residential  mortgage loans for terms
ranging  from 10 to 30  years,  and with  adjustable  or fixed  interest  rates.
Origination  of fixed rate  mortgage  loans  versus ARM loans is monitored on an
ongoing  basis and is  affected  significantly  by the level of market  interest
rates, customer preference, the Registrant's interest rate GAP position and loan
products offered by the  Registrant's  competitors.  During fiscal 2000,  one-to
four- family  residential  ARM loans  increased by $15.9 million,  or 13.0%,  to
$138.2 million from $122.3  million in fiscal 1999 as borrowers  chose ARM loans
with generally  lower starting rates than  fixed-rate  products in the generally
higher interest rate environment.

         The  Registrant's  long-term  fixed rate loans generally are originated
and  underwritten  for resale in the  secondary  mortgage  market.  Whether  the
Registrant can or will sell fixed rate loans to the secondary  market,  however,
depends on a number of factors  including  the yield on the loan and the term of
the loan,  market  conditions  and the  Registrant's  current GAP position.  For
example, fixed rate loans with terms less than 15

                                        5

<PAGE>



years are likely to be retained by the Registrant.  Moreover,  the Registrant is
more  likely  to retain  fixed  rate  loan  originations  if its one year GAP is
positive.  The  Registrant  generally  sells  long-term,   fixed-rate  loans  at
origination, servicing-released. Servicing release premium is determined at loan
closing,  thus  assuring the profit at current  market rates.  The  Registrant's
fixed rate mortgage  loans are  amortized on a monthly basis with  principal and
interest due each month.  Residential real estate loans often remain outstanding
for significantly shorter periods than their contractual terms because borrowers
may refinance or prepay loans at their option.

         The Registrant's ARM loans generally adjust annually with interest rate
adjustment  limitations  ranging from one to two percentage  points per year and
with a cap on total rate increases over the life of the loan. The Registrant has
used different  interest  indexes for ARM loans,  such as the one-year  Treasury
Constant  Maturity,  the Monthly  National  Median Cost of Funds,  the  National
Average  Contract Rate for Previously  Occupied Homes and the Eleventh  District
Cost of Funds. The Registrant also has purchased ARM loans with various interest
rate indexes.  Consequently,  the interest rate  adjustments on the Registrant's
portfolio  of ARM loans do not reflect  changes in a  particular  interest  rate
index.

         The Registrant's  residential first mortgage loans customarily  include
due-on-sale  clauses,  which are  provisions  giving the Registrant the right to
declare a loan  immediately  due and payable in the event,  among other  things,
that the borrower sells or otherwise  disposes of the  underlying  real property
serving as security for the loan.  Due-on-sale clauses are an important means of
adjusting the rates on the Registrant's fixed rate mortgage loan portfolio,  and
the Registrant has generally exercised its rights under these clauses.

         Regulations  limit the amount that a savings bank may lend  relative to
the  appraised  value of the real estate  securing the loan, as determined by an
appraisal at the time of loan  origination.  Such  regulations  permit a maximum
loan-to-value ratio of 100% for residential  property and 90% for all other real
estate loans. The Registrant's  lending policies,  however,  generally limit the
maximum  loan-to-value  ratio on both  fixed  rate  and ARM  loans to 85% of the
lesser of the appraised  value or the purchase price of the property to serve as
security for the loan.

         The Registrant  occasionally makes real estate loans with loan-to-value
ratios in excess of 80%.  For real  estate  loans with  loan-to-value  ratios of
between 80% and 97%, the Registrant requires the first 12% to 20% of the loan to
be  covered  by  private  mortgage   insurance.   For  real  estate  loans  with
loan-to-value  ratios of between 90% and 97%, the  Registrant  requires  private
mortgage  insurance  to  cover  the  first  25% to 30% of the loan  amount.  The
Registrant requires fire and casualty  insurance,  as well as title insurance or
an opinion of counsel  regarding  good title,  on all  properties  securing real
estate loans made by the Registrant.

         Construction  Loans.  The  Registrant  originates  loans to finance the
construction  of  single  family  residential  property.  However,  construction
lending is not a significant part of the Registrant's overall lending activities
because of the low level of new home  construction in the  Registrant's  primary
market area. At June 30, 2000, the Registrant had $2.1 million,  or 0.4%, of its
total  loan  portfolio  invested  in  interim   construction  loans.  Loans  for
construction  of  single  family  residential  property  are  made  with  either
adjustable or fixed rate terms. A  construction  loan fee of $400 is charged for
each loan. Loan proceeds are disbursed in increments as construction  progresses
and as inspections warrant. Construction loans are structured to be converted to
permanent  loans  originated by the  Registrant  at the end of the  construction
period, which is generally six months, not to exceed 12 months.

         The  Registrant's  commercial loan department also originates loans for
construction to contractors and entrepreneurs. These loans include loans for the
construction of single-family  dwellings for speculation or customized building,
apartment buildings, condominiums,  nonresidential structures, and loans for the
renovation of existing  structures.  Commercial  department  construction  loans
generally  have  fixed  rates  and  proceeds  are  disbursed  in  increments  as
construction  progresses  subject to inspections.  Loans for the construction of
single-family  spec  homes  are  generally  paid  off  at  the  maturity  of the
construction  loan.  Construction  loans on  commercial  real  estate  are often
structured to convert to permanent loans originated by

                                        6

<PAGE>



the Registrant at the end of the construction  period,  which is generally 12 to
24 months.  Less  frequently,  loans on  commercial  real  estate  projects  are
structured  to  cover  the  construction  period  only.  At June 30,  2000,  the
Registrant had $4.3 million,  or 0.9%; $8.7 million,  or 1.7%; and $1.2 million,
or .2%,  respectively,  of its total loan  portfolio  invested  in loans for the
construction  of  single-family   speculation  units,  multi-family  residential
properties and nonresidential properties.

         Multi-Family   Residential   Real  Estate   Loans.   Loans  secured  by
multi-family real estate  constituted $54.5 million or 10.8% of the Registrant's
total loan portfolio at June 30, 2000,  compared to $41.0 million or 9.0% of the
Registrant's  total loan portfolio at June 30, 1999 and $43.1 million,  or 10.7%
of the total loan portfolio at June 30, 1998. The Registrant's multi-family real
estate  loans  are  secured  by  multi-family  residences,   such  as  apartment
buildings.  At June 30, 2000, 28.5% of the Registrant's  multi-family loans were
secured by properties  located within the Registrant's  market area. At June 30,
2000, the Registrant's multi- family real estate loans had an average balance of
$284,000.  The terms of each  multi-family loan are negotiated on a case by case
basis,  although such loans typically have  adjustable  interest rates tied to a
market index or fixed rates to amortize  over 10 to 20 years with a three to ten
year balloon.

         Loans secured by multi-family  real estate generally  involve a greater
degree of credit risk than one- to  four-family  residential  mortgage loans and
carry larger loan balances.  This  increased  credit risk is a result of several
factors,  including the  concentration of principal in a limited number of loans
and borrowers,  the effects of general economic  conditions on  income-producing
properties and the increased difficulty of evaluating and monitoring these types
of loans.  Furthermore,  the  repayment of loans  secured by  multi-family  real
estate is typically dependent upon the successful  operation of the related real
estate  property.  If the cash flow from the project is reduced,  the borrower's
ability to repay the loan may be impaired.

         Commercial  Real Estate Loans.  Loans secured by commercial real estate
constituted $54.6 million, or 10.8%, of the Registrant's total loan portfolio at
June 30,  2000.  By  comparison,  commercial  real estate  loans  totaled  $31.2
million,  or 6.8%,  and  $15.3  million,  or 3.8%,  at June 30,  1999 and  1998,
respectively.  The  Registrant's  commercial  real  estate  loans are secured by
improved  property  such  as  offices,  small  business  facilities,  and  other
non-residential  buildings.  Of the improved properties securing such commercial
real estate loans at June 30, 2000,  37.3% were located within the  Registrant's
primary  market  area.  Commercial  real estate loans are offered with fixed and
adjustable interest rates.

         The  Registrant's  policy is to limit  commercial  real estate loans to
principal  balances not exceeding its  loan-to-one  borrower  limit. At June 30,
2000, the Registrant's  largest commercial real estate borrower had an aggregate
principal  outstanding  balance of $7.3  million,  which  balance was within the
Registrant's  loan-to-  one borrower  limit.  The  outstanding  balance for this
borrower  included loans secured by commercial  real estate used for combination
multi-family residential and non-residential purposes.

         Loans secured by  commercial  real estate  generally  involve a greater
degree of risk than  residential  mortgage loans and carry larger loan balances.
This  increased  credit  risk is a result  of  several  factors,  including  the
concentration  of  principal  in a limited  number of loans and  borrowers,  the
effects of general economic  conditions on income  producing  properties and the
increased  difficulty  of  evaluating  and  monitoring  these  types  of  loans.
Furthermore,  the  repayment  of loans  secured  by  commercial  real  estate is
typically  dependent  upon the  successful  operation of the related real estate
project. If the cash flow from the project is reduced, the borrower's ability to
repay the loan may be impaired.

         Commercial  Loans.  The Registrant  makes commercial loans primarily in
its market area to a variety of professionals,  sole  proprietorships and small-
to medium-sized businesses.  At June 30, 2000, commercial loans constituted $8.5
million,  or 1.7%, of the  Registrant's  total loan portfolio,  compared to $6.2
million,  or 1.4% of the Registrant's  total loan portfolio at June 30, 1999 and
$1.8  million,  or 0.4% of the  total  loan  portfolio  at June  30,  1998.  The
Registrant  offers term loans for fixed  assets and working  capital,  revolving
lines of credit, letters of credit and Small Business Administration  guaranteed
loans.  Commercial term loans are generally  offered with initial fixed rates of
interest for the first 3 to 5 years and with terms of up to 10

                                       7

<PAGE>



years.  Business lines of credit have floating rates of interest and are payable
on demand, subject to annual review and renewal.  Commercial loans with variable
rates of interest are  generally  indexed to the highest prime rate as published
daily in the Wall Street Journal.

         When making  commercial  loans, the Registrant  considers the financial
statements of the borrower,  the Registrant's lending history with the borrower,
the debt service  capabilities of the borrower,  the projected cash flows of the
business and the value of the collateral, if any. Commercial loans are generally
secured by a variety of collateral, primarily accounts receivable, inventory and
equipment, and are generally supported by personal guarantees.

         Commercial  loans also  generally  are  considered to involve more risk
than one- to four-family residential real estate loans. Because commercial loans
often  depend  on the  successful  operation  or  management  of  the  business,
repayment  of such loans may be affected by adverse  conditions  in the economy.
Moreover,  commercial  loans  typically are made on the basis of the  borrower's
ability to make repayment from the cash flow of the  borrower's  business,  and,
therefore,  depend  substantially  on the success of the  business  itself.  Any
collateral  securing commercial loans may depreciate over time, may be difficult
to appraise and to liquidate, and may fluctuate in value.

         Consumer  Loans.  Federal savings  associations  are authorized to make
secured and unsecured  consumer loans in an aggregate  amount up to 35% of their
assets. In addition, the Registrant has lending authority above the 35% category
for certain consumer loans, such as second mortgage,  home property  improvement
loans, mobile home loans and loans secured by savings accounts.

         As of June 30, 2000,  consumer loans totaled $67.0 million, or 13.3% of
the Registrant's total loan portfolio  compared to $56.9 million,  or 12.5%, and
$47.3 million,  or 11.7%,  respectively at June 30, 1999 and 1998. The principal
types of consumer  loans offered by the Registrant  are second  mortgage  loans,
auto loans, home improvement loans, credit card loans, unsecured loans and loans
secured by deposit  accounts.  Consumer  loans are offered  primarily on a fixed
rate  basis,  and at June 30,  2000 had an average  maturity  of 67 months.  The
Registrant's  home equity loans,  second  mortgage loans,  and home  improvement
loans, are generally secured by the borrower's principal residence.  At June 30,
2000,  home equity loans,  second mortgage loans,  and home  improvement  loans,
totaled $36.0 million, or 53.7% of consumer loans.

         The  underwriting  standards  employed by the  Registrant  for consumer
loans  include  a  determination  of  the  applicant's  credit  history  and  an
assessment of ability to meet existing  obligations and payments on the proposed
loan.  The  stability of the  applicant's  monthly  income may be  determined by
verification of gross monthly income from primary  employment,  and additionally
from any verifiable  secondary income.  Creditworthiness  of the applicant is of
primary  consideration;  however,  the  underwriting  process  also  includes  a
comparison  of the value of the  collateral  in  relation to the  proposed  loan
amount.

         The Registrant's  consumer loan portfolio  increased from $42.4 million
at June 30, 1997 to $67.0  million at June 30,  2000.  It is  expected  that the
Registrant's   consumer  loan   portfolio  will  continue  to  grow  during  the
foreseeable  future,  and is  expected  to range  between 10% and 15% of assets.
Consumer  loans tend to have higher  interest  rates than  residential  mortgage
loans,  but also tend to have a higher risk of default  than one-to  four-family
residential mortgage loans. See "Non-Performing Assets and Asset Classification"
for  information  regarding the  Registrant's  loan loss  experience and reserve
policy.

         Mortgage-Backed    Securities.   The   Registrant   also   invests   in
mortgage-backed  securities issued or guaranteed by the United States Government
or agencies  thereof in order to reduce  interest rate risk exposure and improve
liquidity.   These  securities,   which  consist  primarily  of  mortgage-backed
securities  issued or guaranteed by FNMA, FHLMC and GNMA,  totaled $29.3 million
at June 30, 2000.  The  Registrant's  objective in investing in  mortgage-backed
securities varies from time to time depending upon market interest rates,  local
mortgage loan demand, and the Registrant's level of liquidity.  The Registrant's
fixed-rate  mortgage-backed  securities are held for investment,  and management
has the intent and ability to hold such

                                        8

<PAGE>



securities  on a  long-term  basis  or to  maturity.  Adjustable  rate  MBS  are
available  for sale and are carried at  estimated  fair  value.  Mortgage-backed
securities  have lower  credit  risk than direct  loans  because  principal  and
interest on the securities are either insured or guaranteed by the United States
Government or agencies thereof.

         Loan Solicitation and Processing.  Loan originations are derived from a
number of sources  such as real estate  broker  referrals,  existing  customers,
borrowers,  builders,  attorneys and walk-in  customers.  Upon receipt of a loan
application, a credit report is obtained to verify specific information relating
to the  applicant's  credit  standing.  In the case of a real  estate  loan,  an
appraisal of the real estate  intended to secure the proposed loan is made by an
independent  appraiser  approved by the Registrant.  A loan  application file is
first reviewed by an underwriter in the Registrant's  loan department who checks
applications  for  accuracy  and  completeness,  and  verifies  the  information
provided.  The loan is then  reviewed  by at least one person of a  seven-person
loan committee.  One- to four-family  residential  mortgage loans with principal
balances in excess of $500,000 and multi-family and commercial real estate loans
with principal  balances in excess of $1.5 million must be submitted by the loan
department  directly  to the  loan  committee  of the  Board  of  Directors  for
approval.  Approvals  subsequently  are ratified by the full Board of Directors.
Fire  and  casualty  insurance  are  required  at the  time the loan is made and
throughout the term of the loan.  Once the loan is approved a loan commitment is
promptly issued to the borrower.

         If the loan is approved,  the commitment letter specifies the terms and
conditions of the proposed loan including the amount of the loan, interest rate,
amortization term, a brief description of the required collateral,  and required
insurance  coverage.  The  borrower  must  provide  proof of fire  and  casualty
insurance  on the  property  serving  as  collateral  which  insurance  must  be
maintained  during the full term of the loan.  Title  insurance or an attorney's
opinion  based on a title  search of the  property is required on all first lien
loans secured by real property.

         Loan Originations,  Purchases and Sales.  Approximately  87.7% of total
loans in the  Registrant's  portfolio  at June 30, 2000 were  originated  by the
Registrant  or  purchased   through  a  Madison,   Wisconsin   mortgage  banking
relationship  described  below.  The  Registrant  is  actively  involved  in the
origination  and  underwriting  of the loans  purchased in Madison.  At June 30,
2000,  the  Registrant  had  $108.0  million  of  loans  purchased  outside  the
Registrant's  primary  market  area.  Included  in the total of loans  purchased
outside of the Bank's primary  lending area are loans  purchased from a mortgage
banking  firm  headquartered  in Madison,  Wisconsin.  The Bank has an exclusive
agreement  with this firm,  which  gives the Bank first  right of refusal an any
real  estate  loans  generated  including   one-to-four  family,   multi-family,
commercial real estate and land development loans secured by properties  located
primarily in the Madison,  Wisconsin  metropolitan  area. The Bank has sold, and
anticipates that it will continue to sell participation interests in these loans
to other financial  institutions  located in Iowa and contiguous states. At June
30, 2000, the outstanding  principal  balance of loans purchased under the above
agreement was $89.0 million and partial interests in these balance sold to other
financial institutions totaled approximately $26.7 million.


                                        9

<PAGE>



         The   following   table   sets  forth  the   Registrant's   gross  loan
originations, loans purchased and loans sold for the periods indicated.

<TABLE>
<CAPTION>

                                                                               At June 30,
                                                              ----------------------------------------------
                                                                 2000              1999              1998
                                                              -----------       ----------       -----------
                                                                              (In Thousands)
<S>                                                           <C>               <C>              <C>
Loans originated:
  One- to four-family real estate loans:
    Construction loans......................................  $    20,021       $   13,639       $   10,910
    Loans on existing property..............................       31,362           20,014           33,885
    Loans refinanced........................................        9,976           31,654           32,980
    Insured and guaranteed loans............................       17,325           19,667            6,178
  Multifamily and commercial real estate(1):
    Construction loans......................................       18,023           22,355            4,406
    Loans on existing property..............................       56,612           34,022            8,309
  Commercial loans..........................................       12,925            5,808            2,023
  Consumer loans............................................       45,447           32,298           27,041
                                                              -----------       ----------       ----------
      Total loans originated................................  $   211,691       $  179,457         $125,732
                                                              ===========       ==========       ==========
Loans purchased:
  One- to four-family.......................................  $     6,491       $    1,924       $    6,466
  Multi-family and commercial...............................       14,370            2,946            7,303
                                                              -----------       ----------       ----------
      Total loans purchased.................................       20,861       $    4,870       $   13,769
                                                              ===========       ==========       ==========
Loans sold..................................................  $    24,583       $   39,229       $   24,816
                                                              ===========       ==========       ==========
</TABLE>

----------------------------
(1) Include  loans  purchased in Madison,  Wisconsin  through  mortgage  banking
relationship described above.


         Loan  Commitments.  The  Registrant  issues  standby  loan  origination
commitments to qualified  borrowers  primarily for the construction and purchase
of  residential  and  commercial  real  estate.  Such  commitments  are  made on
specified terms and conditions and are made for periods of up to 60 days, during
which time the interest rate is locked-in.  The Registrant  generally  charges a
loan fee based on a percentage of the loan amount. The Registrant also charges a
commitment fee of $275 for single-family  residential properties if the borrower
receives the loan from the Registrant. Commitment fees are generally not charged
for  multi-family and commercial real estate  properties.  At June 30, 2000, the
Registrant had commitments to originate and purchase $22.7 million of loans. The
Registrant's  experience  has been that few  commitments  expire  without  being
funded by the Registrant.

         Loan  Origination  and Other Fees.  In  addition to interest  earned on
loans, the Registrant  generally  receives loan origination  fees. To the extent
that loans are  originated  or  acquired  for the  Registrant's  portfolio,  the
Registrant  defers loan origination fees and costs and amortizes such amounts as
yield  adjustments  over the life of the  loans  using  the  interest  method of
amortization.  Fees and costs  deferred are recognized  into income  immediately
upon the sale of the related loan.  At June 30, 2000,  the  Registrant  had $2.3
million of deferred loan fees.

         In addition to loan  origination  fees,  the  Registrant  also receives
other fees and service  charges that consist  primarily of late charges and loan
servicing fees on loans sold. The Registrant  recognized  other fees and service
charges on loans that  totaled  $568,000,  $746,000  and  $466,000 for the years
ended June 30, 2000, 1999 and 1998, respectively.

         Loan  origination and commitment  fees are volatile  sources of income.
Such fees  vary  with the  volume  and type of loans  and  commitments  made and
purchased and with competitive conditions in the mortgage markets, which in turn
respond to the demand for and availability of money.


                                       10

<PAGE>



         Loans to One Borrower.  Under  federal law,  savings  associations  are
subject to the same limits as those  applicable to national  banks,  which limit
loans to one  borrower to the greater of $500,000 or 15% of  unimpaired  capital
and  unimpaired  surplus and an  additional  amount  equal to 10% of  unimpaired
capital  and  unimpaired  surplus if the loan is  secured by readily  marketable
collateral (generally,  financial instruments and bullion, but not real estate).
The  Registrant's  four largest  borrowers  had total  outstanding  balances and
nonfunded  commitments  ranging  from $6.8  million to $7.3  million at June 30,
2000.  These total  balances,  for each of the four  borrowers,  included  loans
secured by commercial real estate used for combination multi- family residential
and nonresidential purposes.

Delinquencies and Classified Assets

         Delinquencies. The Registrant's collection procedures provide that when
a loan is 15 days past due, a late charge is added and the borrower is contacted
by mail and  payment is  requested.  If the  delinquency  continues,  subsequent
efforts are made to contact the delinquent borrower. Additional late charges may
be added and, if the loan continues in a delinquent  status for 90 days or more,
the Registrant generally initiates foreclosure proceedings.

         The  Registrant  reviews   delinquency  reports  for  multi-family  and
commercial real estate and other commercial loans weekly. Delinquencies in these
loan types often involve more active and timely management than delinquencies in
loans secured by single-family  residential  properties.  If these delinquencies
continue,  steps are taken on a case-by-case basis to bring the loan current, if
possible,  before foreclosure  proceedings are initiated generally after 90 days
in delinquency status.

         Non-Performing Assets and Asset Classification. Loans are reviewed on a
regular  basis and are placed on a  non-accrual  status when,  in the opinion of
management,  the collection of additional interest is doubtful.  Residential and
commercial mortgage loans are placed on non-accrual status generally when either
principal or interest is 90 days or more past due and  management  considers the
interest uncollectible or when the Registrant commences foreclosure proceedings.
Interest  accrued and unpaid at the time a loan is placed on non-accrual  status
is charged against interest income.

         Real estate acquired by the Registrant as a result of foreclosure or by
deed in lieu of  foreclosure  is classified as real estate owned until such time
as it is sold.  When REO is acquired,  it is recorded at the lower of the unpaid
principal  balance of the related loan or its fair market value.  Any write-down
of REO is charged to the allowance for real estate losses.

         At June 30, 2000 the  Registrant's  total of  property  acquired as the
result of foreclosure or by deed in lieu of foreclosure was $65,000  compared to
a total of $32,000 at June 30, 1999.  The Registrant had no allowance for losses
on real estate owned as of June 30, 2000 and 1999.


                                       11

<PAGE>



         Non-Performing  Loans.  The  following  table  sets  forth  information
regarding  non-accrual loans, accrual loans and other  non-performing  assets at
the dates indicated:

<TABLE>
<CAPTION>

                                                                                At June 30,
                                                              ----------------------------------------------
                                                                 2000              1999              1998
                                                              -----------       ----------       -----------
                                                                          (Dollars in Thousands)
<S>                                                           <C>               <C>              <C>
Loans accounted for on a non-accrual basis:
   Residential.............................................   $      --         $  1,003         $     920
   Commercial real estate..................................          15            1,061               200
                                                              ---------         --------         ---------
     Total.................................................          15            2,064             1,120
                                                              ---------         --------         ---------
Loans accounted for on an accrual basis (1)(2):
   Residential.............................................       1,187              295               144
     Multi-family residential..............................         547               --                --
     Commercial real estate................................         247               --                --
   Consumer(3).............................................         112              101                71
                                                              ---------         --------         ---------
     Total.................................................       2,093              396               215
                                                              ---------         --------         ---------
Total non-performing loans.................................       2,108            2,460             1,335
Other non-performing assets (4)............................          65               32               489
                                                              ---------         --------         ---------
Total non-performing assets................................   $   2,173         $  2,492         $   1,824
                                                              =========         ========         =========

Non-performing loans as a percentage
   of total loans..........................................        0.42%            0.54%             0.33%
Non-performing loans as a percentage
   of total assets.........................................        0.29%            0.36%             0.24%
Non-performing loans and real estate owned
   to total loans and real estate owned....................        0.43%            0.55%             0.47%
Non-performing assets as a percentage
   of total assets.........................................        0.30%            0.37%             0.34%
</TABLE>


-----------------------

(1)      Includes all loans 90 days or more contractually delinquent.
(2)      Delinquent  FHA/VA  guaranteed loans and delinquent loans with past due
         interest that, in the opinion of management,  is  collectible,  are not
         placed on non-accrual status.
(3)      Delinquent consumer loans are not placed on non-accrual status.
(4)      Represents  the net book value of property  acquired by the  Registrant
         through  foreclosure or deed in lieu of foreclosure.  Upon acquisition,
         this property is carried at the lower of cost or fair market value less
         estimated costs of disposition.



                                       12

<PAGE>


         The  following  table  sets  forth  information  with  respect  to  the
Registrant's delinquent loans and other problem assets at June 30, 2000.

                                                            At June 30, 2000
                                                        -----------------------
                                                          Balance       Number
                                                        ----------     --------
                                                        (In Thousands)

Residential real estate:
   Loans past due 60-89 days.........................   $    633          21
   Loans past due 90 days or more....................      1,187          27
Commercial real estate:
   Loans past due 60-89 days.........................         --          --
   Loans past due 90 days or more....................        794           2
Consumer loans (past due 60 days or more)............        193          56
Foreclosed real estate and repossessions.............         65           2
Other non-performing assets..........................         --          --
Restructured loans not included
   in other nonperforming categories above...........        434           1
Loans to facilitate sale of real estate owned........        635           3


         Classified Assets.  Federal  regulations provide for the classification
of loans and other assets such as debt and equity  securities  considered by the
OTS to be of lesser quality as  "substandard,"  "doubtful" or "loss" assets.  An
asset is considered "substandard" if it is inadequately protected by the current
net worth and paying  capacity of the obligor or of the collateral  pledged,  if
any.   "Substandard"   assets  include  those  characterized  by  the  "distinct
possibility"  that the  savings  institution  will  sustain  "some  loss" if the
deficiencies are not corrected.  Assets classified as "doubtful" have all of the
weaknesses   inherent  in  those  classified   "substandard,"   with  the  added
characteristic  that the weaknesses  present make  "collection or liquidation in
full," on the basis of currently existing facts, conditions, and values, "highly
questionable and improbable."  Assets  classified as "loss" are those considered
"uncollectible"  and of such  little  value  that  their  continuance  as assets
without the  establishment  of a specific loss reserve is not warranted.  Assets
that do not  expose  the  savings  institution  to risk  sufficient  to  warrant
classification in one of the aforementioned categories, but which assets possess
some weaknesses, are required to be designated "special mention" by management.

         When  a  savings  institution   classifies  problem  assets  as  either
substandard or doubtful, it is required to establish general allowances for loan
losses in an amount deemed prudent by management.  General allowances  represent
loss  allowances  that have been  established  to recognize  the  inherent  risk
associated with lending activities, but which, unlike specific allowances,  have
not been  allocated to particular  problem  assets.  When a savings  institution
classifies  problem  assets as  "loss," it is  required  either to  establish  a
specific  allowance  for  losses  equal to 100% of the  amount of the  assets so
classified, or to charge off such amount. A savings institution's  determination
as to  the  classification  of its  assets  and  the  amount  of  its  valuation
allowances is subject to review by the OTS which can order the  establishment of
additional general or specific loss allowances. The Registrant regularly reviews
the problem  loans in its  portfolio  to  determine  whether  any loans  require
classification in accordance with applicable regulations.


                                       13

<PAGE>



         At June 30, 2000, the aggregate amount of the  Registrant's  classified
assets,  and of the  Registrant's  general  and  specific  loss  allowances  and
charge-offs were as follows:

                                                                June 30, 2000
                                                               (In Thousands)

Substandard assets.....................................           $     1,144
Doubtful assets........................................                    --
Loss assets............................................                    --
                                                                  -----------
         Total classified assets.......................           $     1,144
                                                                  ===========

General loss allowances................................                 3,394
Specific loss allowances...............................                    --
                                                                  -----------
         Total allowances..............................           $     3,394
                                                                  ===========


         A  summary  of  the  Registrant's  principal  classified  assets  is as
follows.

         The Registrant  acquired a $600,000 loan in 1985 on a 48-unit apartment
complex in Southern  Iowa in  connection  with a merger with  another  financial
institution.  The loan was  restructured  into a $500,000 loan in 1991. The loan
bears an interest  rate of 10% through  maturity in August 2001. At the time the
loan was  restructured,  the  Registrant  wrote off $50,000 of the loan  balance
which is due in a balloon  payment at maturity.  No interest is being accrued on
this $50,000 amount.  The  outstanding  balance of the loan at June 30, 2000 was
$434,000. The loan is now current;  however there is an escrow shortage totaling
$15,000. The apartment complex was 93.5% leased at June 30, 2000.

         The Registrant took possession of one multi-family and four residential
properties in Madison,  Wisconsin on August 5, 1999 by a voluntary  deed in lieu
of foreclosure. There were two separate borrowing entities all guaranteed by the
same individuals.  The related loan balances totaled  approximately $1.6 million
on the date of  foreclosure.  The  properties  included  one  12-unit  apartment
building and four 4-unit  condominium  properties.  The properties  were sold in
fiscal 2000 and a net gain on sale of real estate  owned  totaling  $147,000 was
recorded.

         Allowance  for Loan  Losses.  Management's  policy  is to  provide  for
estimated  losses  on the  Registrant's  loan  portfolio  based on  management's
evaluation of the potential losses that may be incurred. Such evaluation,  which
includes  a review of all loans of which full  collectibility  of  interest  and
principal may not be reasonably  assured,  considers,  among other matters,  the
estimated  net  realizable  value of the  underlying  collateral.  Other factors
considered by  management  include the size and risk exposure of each segment of
the  loan  portfolio,  present  indicators  such as  delinquency  rates  and the
borrower's current financial  condition,  and the potential for losses in future
periods.  Management  calculates  the  allowance  for loan losses based on asset
type, as follows:  100% of portions of loan balances  classified as loss, 50% of
portions  of loan  balances  classified  as  doubtful,  15% of  portions of loan
balances  classified  as  substandard,  and  5% of  portions  of  loan  balances
classified as special mention.  Management  calculates additional allowances for
loan losses on loans not  classified  in the  categories  delineated  above,  as
follows:  .25%  for  mortgage  loans,  1.0%  for  consumer  loans,  and 1.5% for
multifamily, nonresidential and commercial loans.

         The breakdown of general loss  allowances and specific loss  allowances
is made for regulatory accounting purposes only. While both general and specific
loss allowances are charged against  earnings,  general loan loss allowances are
added  back  to  GAAP  capital  in  computing   risk-based   capital  under  OTS
regulations.  The  financial  statements  of  the  Registrant  are  prepared  in
accordance with GAAP and,  accordingly,  provisions for loan losses are based on
management's  estimate of net realizable  value or fair value of the collateral,
as applicable.  The Registrant  regularly reviews its loan portfolio,  including
problem  loans,  to determine  whether any loans require  classification  or the
establishment of appropriate reserves.

                                       14

<PAGE>



         During fiscal 2000,  1999 and 1998, the Registrant  credited  $554,000,
$365,000  and  $345,000,   respectively,  to  the  allowance  for  loan  losses.
Management  periodically  reviews the entire loan  portfolio  to  determine  the
extent,  if any, to which further  additional loan loss provisions may be deemed
necessary.  There can be no assurance that the allowance for loan losses will be
adequate  to cover  losses  that may in fact be  realized in the future and that
additional provisions for loan losses will not be required.

         Analysis of the  Allowance for Loan Losses.  The  following  table sets
forth  information  regarding the Registrant's  allowance for loan losses at the
dates indicated.

<TABLE>
<CAPTION>

                                                                         At June 30,
                                                        ----------------------------------------------
                                                           2000              1999              1998
                                                        -----------       ----------       -----------
                                                                        (In Thousands)

<S>                                                     <C>               <C>              <C>
Total loans outstanding...............................  $   509,681       $  461,385       $   408,955
Average loans outstanding.............................      480,377          416,631           358,209

Allowance balance (at beginning of period)............        3,135            2,607             1,796
Additions related to acquisition......................           --              325               801
Provision
   Residential........................................           80              110               100
   Commercial real estate.............................          224               75                65
   Consumer...........................................          250              180               180
Charge-offs:
   Residential........................................           (5)             (63)             (155)
   Commercial real estate.............................          (30)              --                --
   Consumer...........................................         (346)            (184)             (267)
Recoveries............................................           86               85                87
                                                        -----------       ----------       -----------
Allowance balance (at end of period)..................  $     3,394       $    3,135       $     2,607
                                                        ===========       ==========       ===========

Allowance for loan losses as a percent of total
   loans outstanding..................................         0.67%            0.68%             0.64%
Net loans charged off as a percent of average
   loans  outstanding.................................         0.06%            0.06%             0.09%
</TABLE>


Investment Activities

          The  Registrant's  portfolio  of  investment   securities,   excluding
investments  in  mortgage-backed  securities,  totaled  $111.8  million,  $112.8
million and $59.2 million,  respectively,  at June 30, 2000,  1999 and 1998. The
purpose  of  the  Registrant's  investment  portfolio  is  to  (i)  improve  the
Registrant's  interest  rate  sensitivity  gap by reducing  the average  term to
maturity  of  the  Registrant's  assets,  (ii)  improve  liquidity,   and  (iii)
effectively  reinvest funds  generated from  amortization  and prepayment on the
Registrant's traditional loan portfolio.

         The  Registrant  is required  under federal  regulations  to maintain a
minimum  amount of liquid  assets that may be invested in  specified  short-term
securities   and   certain   other   investments.    See    "Regulation--Federal
Regulations--Liquidity  Requirements" and "Management's  Discussion and Analysis
of  Financial  Condition  and  Results  of  Operations--Liquidity   and  Capital
Resources."  The Registrant  generally has  maintained a liquidity  portfolio in
excess  of  regulatory  requirements.  Liquidity  levels  may  be  increased  or
decreased  depending  upon  the  yields  on  investment  alternatives  and  upon
management's  judgment as to the  attractiveness of the yields then available in
relation to other  opportunities  and its expectation of the level of yield that
will be available in the future,  as well as management's  projections as to the
short term demand for funds to be used in the Registrant's  loan origination and
other activities.


                                       15

<PAGE>


         Investment Portfolio. The following table sets forth the carrying value
of the Registrant's investment securities portfolio,  short-term investments and
FHLB stock,  at the dates  indicated.  At June 30, 2000, the  Registrant's  FHLB
stock  yielded  6.86%.  At June 30, 2000,  the market value of the  Registrant's
investment securities - held to maturity portfolio was $10.3 million.

<TABLE>
<CAPTION>

                                                                               At June 30,
                                                              ----------------------------------------------
                                                                 2000              1999              1998
                                                              -----------       ----------       -----------
                                                                              (In Thousands)
<S>                                                          <C>                <C>              <C>
Investment securities - held to maturity:
  U.S. Government and agency securities..................... $      3,118       $    5,190       $     9,819
  Other securities..........................................        7,516            9,579             4,911
                                                             ------------       ----------       -----------
    Total investment securities held to maturity............ $     10,634       $   14,769       $    14,730
                                                             ------------       ----------       -----------

Investment securities - available for sale:
  U.S. Government and agency securities..................... $     89,165       $   91,692       $    44,517
  Other securities..........................................       11,976            6,327                --
                                                             ------------       ----------       -----------
    Total investment securities available for sale..........      101,141       $   98,019       $    44,517
                                                             ------------       ----------       -----------
      Totals................................................ $    111,775       $  112,788       $    59,247
                                                             ------------       ----------       -----------

Interest-bearing deposits...................................        3,555            1,848             7,500
FHLB stock..................................................        8,929            8,094             5,671
                                                             ------------       ----------       -----------
    Total investments....................................... $    124,259       $  122,730       $    72,418
                                                             ============       ==========       ===========
</TABLE>



Investment Portfolio Maturities

         The table below sets forth the scheduled  maturities,  carrying values,
and average yields for the Registrant's investment securities at June 30, 2000.

<TABLE>
<CAPTION>
                                                                          At June 30, 2000
                                -------------------------------------------------------------------------------------------------
                                                                                                                 Total Investment
                                 One Year or Less    One to Five Years   Five to Ten Years  More than 10 Years      Securities
                                ------------------   -----------------   -----------------  ------------------   ----------------
                                 Carrying  Average   Carrying Average     Carrying Average   Carrying Average    Carrying Average
                                  Value     Yield     Value    Yield       Value    Yield     Value    Yield      Value    Yield


                                                        (Dollars in Thousands)
<S>                              <C>         <C>      <C>       <C>       <C>       <C>       <C>       <C>      <C>        <C>
Investment securities - held
  to maturity(1)......           $   673     7.28%    $  4,701  6.26%     $  1,585  7.35%     $ 3,675   7.24%    $ 10,634   6.83%
Investment securities -
  available for sale..                --       --        7,716  6.08%       48,942  6.48%      44,483   7.14%     101,141   6.74%
                                 -------              --------            --------            -------            --------
Total investment
  securities..........           $   673     7.28%    $ 12,417  6.15%     $ 50,527  6.50%     $48,158   7.15%    $111,775   6.75%
                                 =======              ========            ========            =======            ========
</TABLE>


----------------------------------
(1)   Municipal securities are tax-effected.

Sources of Funds

         General.  Deposits are the major source of the  Registrant's  funds for
lending and other investment purposes.  In addition to deposits,  the Registrant
derives funds from the amortization and prepayment of loans and  mortgage-backed
securities,  the sale or maturity of investment  securities,  operations and, if
needed,  advances  from the Federal  Home Loan Bank of Des Moines (the  "FHLB").
Scheduled  loan principal  repayments  are a relatively  stable source of funds,
while  deposit  inflows  and  outflows  and  loan   prepayments  are  influenced
significantly by general interest rates and market conditions. Borrowings may be
used on a short-term  basis to compensate for reductions in the  availability of
funds  from  other  sources  or on a longer  term  basis  for  general  business
purposes.


                                       16

<PAGE>



         Deposits.  Consumer and commercial  deposits are attracted  principally
from within the Registrant's primary market area through the offering of a broad
selection of deposit  instruments  including  checking,  regular savings,  money
market deposits,  term certificate accounts and individual  retirement accounts.
On a limited  basis,  the Registrant  will  negotiate  interest rates to attract
jumbo certificates.  Deposit account terms vary according to the minimum balance
required,  the time  periods the funds must  remain on deposit and the  interest
rate, among other factors.  The Registrant regularly evaluates the internal cost
of  funds,  surveys  rates  offered  by  competing  institutions,   reviews  the
Registrant's  cash flow requirements for lending and liquidity and executes rate
changes when deemed  appropriate.  The Registrant  does not obtain funds through
brokers,  nor does it actively  solicit funds  outside its primary  market area.
Historically,  the  Registrant  has rarely  used  premiums  to  attract  savings
deposits.

         Deposit  Portfolio.  Savings and other deposits in the Registrant as of
June 30, 2000, are composed of the following:
<TABLE>
<CAPTION>

   Weighted                                                                                                           Percentage
    Average                                                                          Minimum                            of Total
Interest Rate(1)    Minimum Term                    Category                          Amount            Balances        Deposits
----------------    ------------                    --------                          ------            --------        --------
<S>              <C>                   <C>                                          <C>              <C>                <C>
   0.00%               None            Noninterest bearing checking accounts         $   None         $  12,779            2.71%
   1.79%               None            Interest bearing checking accounts                 200            59,685           12.66
   1.72%               None            Money Market Plus accounts                         200             5,760            1.22
   4.80%               None            Money Market Select accounts                    10,000            71,605           15.18
   1.50%               None            Savings accounts/Club accounts                    10/5            28,839            6.11
   1.49%               None            Unredeemed certificates                          1,000             6,620            1.40
   6.28%          10 to 24 months      Fixed term, fixed rate (2)                       1,000            66,104           14.02
   6.42%          10 to 36 months      Fixed term, fixed rate IRA (2)                   1,000            12,817            2.72
   6.04%          25 to 36 months      Fixed term, fixed rate (2)                       1,000            50,565           10.72
   6.78%          42 to 48 months      Fixed term, fixed rate (2)                       1,000             5,174            1.10
   5.75%            3-5 months         Fixed term, fixed rate                           1,000             1,598            0.34
   4.68%             6 months          Fixed term, fixed rate (3)                   100/1,000             8,463            1.79
   4.85%            7-12 months        Fixed term, fixed rate (3)                   100/1,000            17,787            3.77
   5.52%           14-19 months        Fixed term, fixed rate                           5,000            19,177            4.07
   4.79%              2 years          Fixed term, fixed rate (3)                   100/1,000            14,768            3.13
   5.59%              2 years          Fixed term, variable rate IRA                      100             1,114            0.24
   4.91%             2.5 years         Fixed term, fixed rate                           1,000             3,530            0.75
   4.78%             2.5 years         Fixed term, option rate (4)                      1,000             2,021            0.43
   5.95%             32 months         Fixed term, fixed rate                           5,000             1,984            0.42
   5.94%           34-35 months        Change up term and rate (5)                      1,000            21,145            4.48
   5.14%              3 years          Fixed term, fixed rate (3)                   100/1,000            30,271            6.41
   6.46%             45 months         Fixed term, fixed rate                           5,000             4,486            0.95
   5.21%              4 years          Fixed term, fixed rate                           1,000             6,885            1.46
   6.74%             58 months         Fixed term, fixed rate                           5,000             6,704            1.42
   5.31%              5 years          Fixed term, fixed rate                           1,000             3,848            0.82
   6.00%              6 years          Fixed term, fixed rate                           1,000             4,708            1.00
   6.07%              8 years          Fixed term, fixed rate                           1,000             3,189            0.68
   -----                                                                                             ----------          ------
   4.60%                                                                                             $  471,626          100.00%
                                                                                                     ==========          ======

</TABLE>
-----------------------------------
(1)  Yield rates for fixed term, fixed rate certificates.
(2)  During fiscal 2000, the Company offered special  certificates  that allowed
     the customer to select any term within the listed range for that product.
(3)  Individual  retirement  accounts  (IRAs) are  offered  for this  term.  The
     minimum for IRAs is $100 and the minimum for other  certificates is $1,000.
     The minimum for  additions to IRAs is $25,  while the minimum for additions
     to other certificates is $1,000.
(4)  The rate on the option rate certificate may be changed once during the term
     to the currently offered rate at the certificate holder's option.
(5) The  certificate  holder may change to  another  certificate  product on the
first or second anniversary.


                                       17

<PAGE>
         The following  table sets forth the change in dollar amount of deposits
in the various types of deposit accounts  offered by the Registrant  between the
dates indicated.
<TABLE>
<CAPTION>
                                                 Balance at                             Balance at
                                                 June 30,          %         Increase     June 30,          %      Increase
                                                 ---------       -----        ------    ---------        -----       ------
<S>                                              <C>            <C>          <C>       <C>              <C>         <C>
Checking accounts...........................     $  72,464       15.37%       12,372    $  60,092        12.95%      11,724
Savings accounts............................        28,839        6.11        (6,270)      35,109         7.56        8,878
Money market accounts.......................        77,365       16.40        (4,588)      81,953        17.66       20,159
Option rate certificates (1)................         2,021        0.43          (302)       2,323         0.50         (581)
Change up certificates (2)..................        10,609        2.25           617        9,992         2.15          954
10 to 24 month special (3)..................        66,104       14.02        66,104           --           --           --
25 to 36 month special (3)..................        50,565       10.72        50,565           --           --           --
42 to 48 month special (3)..................         4,622        0.98         4,622           --           --           --
3 through 11 month certificates.............        11,965        2.54       (27,180)      39,145         8.43       28,081
12 through 18 month certificates............        17,772        3.77       (40,655)      58,427        12.59          916
19 through 30 month certificates............        26,851        5.69       (26,399)      53,250        11.47       10,753
32 and 36 month certificates................         8,096        1.72       (12,641)      20,737         4.47       (4,356)
45 and 48 month certificates................        11,016        2.34        (1,658)      12,674         2.73          563
58 through 96 month certificates............        18,449        3.91        (7,232)      25,681         5.53       (8,095)
IRA certificates............................        58,268       12.35        (5,510)      63,778        13.74        3,121
Other certificates..........................         6,620        1.40         5,612        1,008         0.22         (373)
                                                 ---------    --------     ---------    ---------    ---------     --------
                                                 $ 471,626      100.00%        7,457    $ 464,169       100.00%      71,744
                                                 =========    ========     =========    =========    =========     ========

<CAPTION>
                                                   Balance at
                                                   June 30,         %      Increase
                                                 ---------      -----       ------
<S>                                               <C>            <C>          <C>
Checking accounts...........................     $  48,368      12.33%      10,297
Savings accounts............................        26,231       6.68        3,148
Money market accounts.......................        61,794      15.75       15,373
Option rate certificates (1)................         2,904       0.74       (2,593)
Change up certificates (2)..................         9,038       2.30        3,314
10 to 24 month special (3)..................            --         --           --
25 to 36 month special (3)..................            --         --           --
42 to 48 month special (3)..................            --         --           --
3 through 11 month certificates.............        11,064       2.82       (3,684)
12 through 18 month certificates............        57,511      14.66       18,445
19 through 30 month certificates............        42,497      10.83       14,617
32 and 36 month certificates................        25,093       6.39        1,899
45 and 48 month certificates................        12,111       3.09          175
58 through 96 month certificates............        33,776       8.61        2,102
IRA certificates............................        60,657      15.45        3,599
Other certificates..........................         1,381       0.35       (1,001)
                                                 ---------    -------    ---------
                                                 $ 392,425     100.00%      65,691
                                                 =========    =======     ========

</TABLE>
-------------------------------------------
(1) This certificate is a 30-month  certificate,  during which term the rate may
be changed once to a currently offered rate at the customer's option.
(2)  This  certificate  is  a  35-month  certificate,   during  which  term  the
certificate  may be changed once to a product with a different  term and/or rate
on the first or second anniversary of the opening of the certificate.
(3) During fiscal 2000, the Company  offered special  certificates  that allowed
the customer to select any term within the listed range for that product.





                                       18

<PAGE>



Time Deposits by Rates

         The  following  table sets forth the time  deposits  in the  Registrant
classified by rates as of the dates indicated.

<TABLE>
<CAPTION>
                                                      At June 30,
                                      ------------------------------------------
                                          2000           1999           1998
                                      -----------     ----------     -----------
                                                    (In Thousands)
<S>                                   <C>             <C>            <C>
4% or less.....................       $  20,344       $ 20,838       $  14,684
4.01-6.00%.....................         157,222        227,003         178,324
6.01-8.00%.....................         115,391         39,174          61,348
8.01-9.00%.....................              --             --           1,676
                                      ---------       --------       ---------
     Total.....................       $ 292,957       $287,015       $ 256,032
                                      =========       ========       =========
</TABLE>


         Time Deposit  Maturity  Schedule.  The  following  table sets forth the
amount and maturities of certificates of deposit at June 30, 2000.

<TABLE>
<CAPTION>
                                                                      Amount Due
                                            --------------------------------------------------------------
                                           Less Than       1-2           2-3          After
Weighted Average                           One Year       Years          Years       3 Years       Total
                                            ----------------------     -------      --------     ---------
  Rate                                                               (In Thousands)
--------
<S>                                       <C>             <C>          <C>          <C>          <C>
4% or less..............................  $   19,856      $   225      $     136    $     127    $   20,344
4.01-6.00%..............................     101,645       30,279         20,298        5,000       157,222
6.01-8.00%..............................      57,584       29,602         22,388        5,817       115,391
                                          ----------      -------      ---------    ---------    ----------
     Total..............................  $  179,085      $60,106      $  42,822    $  10,944    $  292,957

</TABLE>

         Certificates  of  Deposit   $100,000  and  Over.  The  following  table
indicates the amount of the Registrant's  certificates of deposit and other time
deposits  of $100,000 or more by time  remaining  until  maturity as of June 30,
2000.

<TABLE>
<CAPTION>
                              Maturity Period          Certificates of Deposits
                              ---------------          ------------------------
                                                            (In Thousands)
<S>                                                            <C>
      Three months or less.........................            $    7,521
      Three through six months.....................                 5,432
      Six through twelve months....................                 8,260
      Over twelve months...........................                 6,987
                                                               ----------
           Total...................................            $   28,200
                                                               ==========
</TABLE>


         Deposit Activity. The following table sets forth the savings activities
of the Registrant for the periods indicated:

<TABLE>
<CAPTION>
                                                                                At June 30,
                                                              ----------------------------------------------
                                                                 2000              1999              1998
                                                              -----------       ----------       -----------
                                                                              (In Thousands)
<S>                                                           <C>               <C>              <C>
Additions related to acquisition..........................    $       --        $  105,583       $   64,792
Net withdrawals in excess of deposits.....................        (8,195)          (47,551)         (15,748)
Interest credited.........................................        15,651            13,712           16,647
                                                              ----------        ----------       ----------
  Net increase (decrease) in deposits.....................    $    7,456        $   71,744       $   65,691
                                                              ==========        ==========       ==========

</TABLE>


                                       19

<PAGE>
         In the unlikely  event of a liquidation of the  Registrant,  depositors
will be entitled to full payment of their deposit  accounts prior to any payment
being  made  to  the  stockholders  of  the  Registrant.  The  majority  of  the
Registrant's depositors are residents of Iowa, Nebraska and South Dakota.

         Borrowings.  Savings  deposits are the primary  source of funds for the
Registrant's  lending and  investment  activities  and for its general  business
purposes.  The Registrant,  if the need arises,  may rely upon advances from the
FHLB and the Federal  Reserve Bank discount  window to supplement  its supply of
lendable funds and to meet deposit  withdrawal  requirements.  Advances from the
FHLB are  secured  by the  Registrant's  stock in the FHLB and a portion  of the
Registrant's  first mortgage  loans. At June 30, 2000, the Registrant had $174.0
million of advances outstanding from the FHLB.

         The FHLB functions as a central  reserve bank providing  credit for the
Registrant and other member savings associations and financial institutions.  As
a member,  the  Registrant  is required to own capital  stock in the FHLB and is
authorized  to apply for  advances on the  security of such stock and certain of
its  home  mortgages  and  other  assets   (principally,   securities  that  are
obligations of, or guaranteed by, the United States) provided certain  standards
related to creditworthiness have been met. Advances are made pursuant to several
different  programs.  Each credit program has its own interest rate and range of
maturities. The FHLB requires members to pledge and maintain sufficient eligible
collateral to secure total  indebtedness  and members must be in compliance with
collateral requirements prior to the funding of any advance.

         The following table sets forth certain information regarding borrowings
by the Registrant at the end of and during the periods indicated.

<TABLE>
<CAPTION>
                                                                                At June 30,
                                                              ----------------------------------------------
                                                                   2000             1999              1998
                                                              -----------       ----------       -----------

<S>                                                                <C>              <C>               <C>
Weighted average rate paid
  on FHLB advances..........................................       6.13%            5.74%             5.94%
Rate paid on ESOP borrowing.................................       7.00%            7.00%              N/A

<CAPTION>

                                                                      During the Year Ended June 30,
                                                              ----------------------------------------------
                                                                 2000              1999              1998
                                                              -----------       ----------       -----------
                                                                          (Dollars in Thousands)
<S>                                                           <C>             <C>                <C>
Maximum amount of FHLB advances outstanding at
 any month................................................    $  174,500      $  143,600         $   113,400

Approximate average FHLB advances outstanding.............       156,271         118,900              91,863

Approximate weighted average rate paid on
 FHLB advances............................................          5.95%           5.90%               6.04%

Approximate average ESOP borrowing outstanding............    $    1,757      $      401                 N/A

Average rate paid on ESOP borrowing.......................          7.00%           7.00%                N/A

</TABLE>

Subsidiary Activities

         The Company has three  wholly-owned  subsidiaries:  First Federal Bank,
Mid-Iowa  Security Corp. and Equity Services,  Inc. Since the Company engages in
no  other  significant   activities  beyond  its  ownership  of  the  Bank,  the
description of the Company's activities in this Form 10-K effectively represents
a description of the activities of

                                       20

<PAGE>
the Bank.  Equity  Services,  Inc. is in the business of developing  residential
lots in the Registrant's  primary market area. Mid-Iowa Security Corp. generates
revenues primarily by providing real estate brokerage services.

         The  Bank has one  active  wholly  owned  subsidiary.  First  Financial
Corporation ("First  Financial"),  an Iowa corporation,  operates a title search
and abstract  continuation  business  through its wholly owned Iowa  subsidiary,
Sioux Financial Corporation.  Effective September 30, 1999, the Bank transferred
ownership of Center of Iowa  Investments,  Limited  ("CICB") to First Financial.
CICB generates  revenues  primarily by providing credit reporting and collection
services. First Financial is also a majority owner of United Escrow, Inc., which
serves as an escrow agent in Woodbury County, Iowa.

         Under federal law, SAIF-insured institutions are required to provide 30
days'  advance  notice to the OTS and FDIC before  establishing  or  acquiring a
subsidiary or conducting a new activity in a subsidiary. The insured institution
must also  provide the FDIC and the OTS such  information  as may be required by
applicable  regulations  and must  conduct the activity in  accordance  with the
rules and orders of the OTS. In addition to other  enforcement  and  supervision
powers,  the OTS may determine  after notice and  opportunity for a hearing that
the  continuation  of a savings  institution's  ownership  of or  relation  to a
subsidiary (i) constitutes a serious risk to the safety,  soundness or stability
of the savings institution, or (ii) is inconsistent with the purposes of FIRREA.
Upon the making of such determination, the OTS may order the savings institution
to divest the subsidiary or take other actions.

Competition

         The  Registrant   encounters  strong  competition  both  in  attracting
deposits  and in  originating  real  estate  and other  loans.  Its most  direct
competition for deposits has come historically from commercial banks,  brokerage
houses, other savings associations and credit unions in its market area, and the
Registrant expects continued strong competition from such financial institutions
in the foreseeable  future.  The Registrant's  market area includes  branches of
several  commercial banks that are  substantially  larger than the Registrant in
terms of state-wide deposits.  In addition, a growing number of the Registrant's
competitors  are  utilizing  the Internet to attract  deposits  both locally and
nationwide.  The Registrant  competes for savings by offering  depositors a high
level of personal service and expertise  together with a wide range of financial
services.

         The competition for real estate and other loans comes  principally from
commercial  banks,  mortgage banking  companies and other savings  associations.
This  competition  for loans has  increased  substantially  in recent years as a
result  of  the  large  number  of  institutions  choosing  to  compete  in  the
Registrant's  market area. An increasing number of these  institutions are using
the Internet to originate  and  underwrite  loans.  The  Registrant is currently
developing  Internet  delivery  systems,  but does  not  currently  utilize  the
Internet as a significant means for securing deposits and originating  loans. To
the extent the Internet  becomes  increasingly  accepted as a means for securing
deposit and loan products, the Registrant may be competitively disadvantaged.

         Competition  is likely to increase as a result of the recent  enactment
of the  Gramm-Leach-Bliley  Act of 1999, which eases  restrictions on entry into
the  financial  services  market by insurance  companies and  securities  firms.
Moreover,  to the extent that these changes permit banks,  securities  firms and
insurance  companies  to  affiliate,   the  financial  services  industry  could
experience  further  consolidation.  This  could  result in a growing  number of
larger financial  institutions competing in the Registrant's primary market area
that offer a wider variety of financial  services than the Registrant  currently
offers. Competition for deposits, for the origination of loans and the provision
of other  financial  services may limit the  Registrant's  growth and  adversely
impact its profitability in the future.

         The Registrant  competes for loans primarily through the interest rates
and loan fees it charges and the  efficiency and quality of services it provides
borrowers,  real estate  brokers and builders.  Factors that affect  competition
include general and local economic conditions,  current interest rate levels and
volatility  of the  mortgage  markets.  Management's  strategy has been to offer
several new product  offerings in certificate  and  retirement  accounts to help
retain current deposits and reduce shrinkage. Recent product offerings have been
made available in transaction accounts to increase customer base and to position
the Registrant as a family financial center.


                                       21

<PAGE>



Regulation

         As a federally chartered SAIF-insured savings association,  the Bank is
subject to examination,  supervision and extensive regulation by the OTS and the
FDIC. The Bank is a member of and owns stock in the FHLB of Des Moines, which is
one of the twelve  regional  banks in the Federal  Home Loan Bank  System.  This
regulation and supervision  establishes a comprehensive  framework of activities
in which an institution can engage and is intended  primarily for the protection
of the insurance fund and depositors.  The Bank also is subject to regulation by
the Board of  Governors  of the Federal  Reserve  System (the  "Federal  Reserve
Board") governing  reserves to be maintained  against deposits and certain other
matters. The OTS examines the Bank and prepares reports for the consideration of
the Bank's  Board of  Directors  on any  deficiencies  that they may find in the
Bank's  operations.  The  FDIC  also  examines  the  Bank  in  its  role  as the
administrator  of the SAIF.  The Bank's  relationship  with its  depositors  and
borrowers  also is  regulated  to a great  extent by both federal and state laws
especially in such matters as the ownership of savings accounts and the form and
content of the Bank's mortgage documents. Any change in such regulation, whether
by the FDIC,  OTS,  or  Congress,  could have a material  adverse  impact on the
Company and the Bank and their operations.

         The description of statutory  provisions and regulations  applicable to
savings  associations  set  forth  herein  does  not  purport  to be a  complete
description of such statutes and regulations and their effect on the Bank.

Federal Regulation of Savings Institutions

         Business  Activities.   The  activities  of  savings  institutions  are
governed by the Home  Owners'  Loan Act, as amended (the "HOLA") and, in certain
respects, the Federal Deposit Insurance Act (the "FDI Act"). The federal banking
statutes,  as  amended  by  the  Financial  Institutions  Reform,  Recovery  and
Enforcement  Act of 1989 ("FIRREA") and Federal  Deposit  Insurance  Corporation
Improvement Act ("FDICIA") (1) restrict the solicitation of brokered deposits by
savings institutions that are troubled or not well-capitalized, (2) prohibit the
acquisition  of any corporate debt security that is not rated in one of the four
highest rating categories, (3) restrict the aggregate amount of loans secured by
non-residential  real estate property to 400% of capital, (4) permit savings and
loan  holding   companies  to  acquire  up  to  5%  of  the  voting   shares  of
non-subsidiary  savings  institutions  or  savings  and loan  holding  companies
without prior approval, and (5) permit bank holding companies to acquire healthy
savings institutions.

         Loans  to One  Borrower.  Under  the  HOLA,  savings  institutions  are
generally  subject  to the  national  bank  limits  on  loans  to one  borrower.
Generally, savings institutions may not make a loan or extend credit to a single
or related group of borrowers in excess of 15% of the Bank's unimpaired  capital
and surplus on an unsecured  basis. An additional  amount may be lent,  equal to
10% of  unimpaired  capital  and  surplus,  if such loan is secured by  readily-
marketable  collateral,  which is  defined  to include  certain  securities  and
bullion, but generally does not include real estate. The Bank's maximum loans to
one borrower  limit was $7.6 million at June 30, 2000. As of June 30, 2000,  the
Bank was in compliance with its loans-to-one-borrower limitations.

         Qualified Thrift Lender Test. The HOLA requires savings institutions to
meet a qualified  thrift  lender  ("QTL")  test.  Under the QTL test,  a savings
association  is  required to  maintain  at least 65% of its  "portfolio  assets"
(total assets less (i) specified  liquid assets up to 20% of total assets,  (ii)
intangibles, including goodwill, and (iii) the value of property used to conduct
business)  in certain  "qualified  thrift  investments,"  primarily  residential
mortgages and related investments, including certain mortgage-backed and related
securities  on a monthly  average  basis in 9 out of every 12 months.  A savings
association  that fails the QTL test must  either  convert to a bank  charter or
operate under certain  restrictions.  As of June 30, 2000,  the Bank  maintained
84.0% of its portfolio  assets in qualified thrift  investments and,  therefore,
met the QTL test.

         Limitation on Capital Distributions. OTS regulations impose limitations
upon all capital distributions by savings institutions,  such as cash dividends,
payments to repurchase or otherwise acquire its shares, payments to stockholders
of another  institution  in a cash-out  merger and other  distributions  charged
against  capital.  The rule establishes  three tiers of institutions,  which are
based primarily on an institution's capital level. An institution, such

                                       22

<PAGE>



as the Bank, that exceeds all fully phased-in  capital  requirements  before and
after a proposed capital  distribution  ("Tier 1 Association")  and has not been
advised by the OTS that it is in need of more than  normal  supervision,  could,
after  prior  notice  but  without  the  approval  of  the  OTS,   make  capital
distributions  during a calendar  year equal to the  greater of: (i) 100% of its
net earnings to date during the calendar  year plus the amount that would reduce
by one-half  its  "surplus  capital  ratio" (the excess  capital  over its fully
phased-in  capital  requirements) at the beginning of the calendar year; or (ii)
75% of its net  earnings  for the  previous  four  quarters;  provided  that the
institution  would not be  undercapitalized,  as that term is defined in the OTS
Prompt Corrective Action regulations,  following the capital  distribution.  Any
additional capital distributions would require prior regulatory approval. In the
event the Bank's capital fell below its  fully-phased  in requirement or the OTS
notified  it that it was in need of more than  normal  supervision,  the  Bank's
ability to make capital distributions could be restricted.  In addition, the OTS
could prohibit a proposed capital  distribution by any institution,  which would
otherwise  be  permitted  by the  regulation,  if the OTS  determines  that such
distribution  would  constitute  an unsafe or unsound  practice.  As of June 30,
2000, the Bank was a "well-capitalized" institution.

         Liquidity. The Bank is required to maintain an average daily balance of
specified  liquid  assets  equal  to a  quarterly  average  of not  less  than a
specified  percentage  (currently 4%) of its net  withdrawable  deposit accounts
plus borrowings  payable in one year or less. The Bank's average liquidity ratio
for the  quarter  ended  June  30,  2000  was  26.5%,  which  exceeded  the then
applicable requirements.

         Community  Reinvestment Act and Fair Lending Laws. Savings associations
share a responsibility under the Community  Reinvestment Act ("CRA") and related
regulations  of the OTS to help  meet the  credit  needs  of their  communities,
including low- and moderate-income neighborhoods.  In addition, the Equal Credit
Opportunity  Act and the Fair Housing Act  (together,  the "Fair Lending  Laws")
prohibit lenders from  discriminating in their lending practices on the basis of
characteristics  specified in those statutes. An institution's failure to comply
with  the  provisions  of  CRA  could,  at  a  minimum,   result  in  regulatory
restrictions on its activities, and failure to comply with the Fair Lending Laws
could  result  in  enforcement  actions  by the OTS,  as well as  other  federal
regulatory  agencies  and  the  Department  of  Justice.  The  Bank  received  a
satisfactory  CRA rating  under the current CRA  regulations  in its most recent
federal examination by the OTS.

         Transactions  with Related  Parties.  The Bank's authority to engage in
transactions  with  related  parties or  "affiliates"  (i.e.,  any company  that
controls or is under common control with an  institution,  including the Company
and its  non-savings  institution  subsidiaries)  or to make  loans  to  certain
insiders, is limited by Sections 23A and 23B of the Federal Reserve Act ("FRA").
Section 23A limits the  aggregate  amount of  transactions  with any  individual
affiliate to 10% of the capital and surplus of the savings  institution and also
limits the aggregate  amount of  transactions  with all affiliates to 20% of the
savings institution's capital and surplus.  Certain transactions with affiliates
are required to be secured by collateral in an amount and of a type described in
Section 23A and the purchase of low quality assets from  affiliates is generally
prohibited.  Section 23B provides  that certain  transactions  with  affiliates,
including loans and asset purchases,  must be on terms and under  circumstances,
including  credit  standards,  that  are  substantially  the same or at least as
favorable to the  institution  as those  prevailing  at the time for  comparable
transactions with non-affiliated  companies.  In addition,  savings institutions
are prohibited  from lending to any affiliate that is engaged in activities that
are not  permissible for bank holding  companies and no savings  institution may
purchase the securities of any affiliate other than a subsidiary.

         The Bank's authority to extend credit to executive officers,  directors
and 10%  stockholders,  as well  as  entities  controlled  by such  persons,  is
currently  governed by Sections  22(g) and 22(h) of the FRA,  and  Regulation  O
thereunder.  Among other things, these regulations  generally require such loans
to be made on terms  substantially  the same as those  offered  to  unaffiliated
individuals and do not involve more than the normal risk of repayment.  However,
recent  regulations now permit  executive  officers and directors to receive the
same terms through benefit or compensation  plans,  that are widely available to
other  employees,  as long as the  director  or  executive  officer is not given
preferential treatment compared to other participating  employees.  Regulation O
also places  individual and aggregate limits on the amount of loans the Bank may
make to such  persons  based,  in part,  on the  Bank's  capital  position,  and
requires certain approval procedures to be followed.  At June 30, 2000, the Bank
was in compliance with the regulations.

                                       23

<PAGE>



         Enforcement.  Under  the  FDI  Act,  the OTS  has  primary  enforcement
responsibility  over  savings  institutions  and  has  the  authority  to  bring
enforcement  action  against  all   "institution-related   parties,"   including
stockholders,  and  attorneys,  appraisers  and  accountants  who  knowingly  or
recklessly participate in wrongful action likely to have an adverse effect on an
insured institution.  Formal enforcement action may range from the issuance of a
capital  directive  or cease and  desist  order to removal  of  officers  and/or
directors of the institutions, receivership,  conservatorship or the termination
of deposit  insurance.  Civil  penalties  cover a wide range of  violations  and
actions, and range up to $25,000 per day, unless a finding of reckless disregard
is made, in which case penalties may be as high as $1 million per day. Under the
FDI Act,  the FDIC has the  authority  to  recommend to the Director of OTS that
enforcement action be taken with respect to a particular savings institution. If
action is not taken by the Director,  the FDIC has authority to take such action
under certain circumstances.

         Standards for Safety and  Soundness.  The FDI Act requires each federal
banking agency to prescribe for all insured  depository  institutions  standards
relating to, among other  things,  internal  controls,  information  systems and
audit  systems,  loan  documentation,  credit  underwriting,  interest rate risk
exposure, asset growth, compensation,  and such other operational and managerial
standards as the agency deems appropriate.  The federal banking agencies adopted
Interagency   Guidelines   Prescribing   Standards   for  Safety  and  Soundness
("Guidelines")  to implement the safety and soundness  standards  required under
the FDI Act. The  Guidelines  set forth the safety and soundness  standards that
the federal  banking  agencies use to identify  and address  problems at insured
depository  institutions before capital becomes impaired. The Guidelines address
internal  controls and  information  systems;  internal  audit  systems;  credit
underwriting; loan documentation; interest rate risk exposure; asset growth; and
compensation,  fees and benefits.  If the  appropriate  federal  banking  agency
determines  that an  institution  fails to meet any standard  prescribed  by the
Guidelines,  the agency may require the  institution  to submit to the agency an
acceptable plan to achieve compliance with the standard,  as required by the FDI
Act. If an institution  fails to meet these standards,  the appropriate  federal
banking agency may require the institution to submit a compliance plan.

         Capital  Requirements.  The OTS  capital  regulations  require  savings
institutions to meet three capital standards:  a 1.5% tangible capital standard,
a 3.0% leverage  ratio (or core capital  ratio) and an 8.0%  risk-based  capital
standard.  Core  capital is defined as common  stockholders'  equity  (including
retained  earnings),  certain  non-  cumulative  perpetual  preferred  stock and
related  surplus,   minority   interests  in  equity  accounts  of  consolidated
subsidiaries less intangibles other than certain qualifying supervisory goodwill
and certain mortgage  servicing rights ("MSRs").  Tangible capital is defined as
core capital less all intangible assets (including  supervisory goodwill) plus a
specified  amount of MSRs. The OTS regulations also require that, in meeting the
tangible,  leverage and risk-based capital  standards,  institutions must deduct
investments in and loans to  subsidiaries  engaged in activities not permissible
for a national bank, and unrealized gains (losses) on certain available for sale
securities.

         The risk-based capital standard for savings  institutions  requires the
maintenance of Tier 2 (core) and total capital (which is defined as core capital
and   supplementary   capital)  to  risk  weighted  assets  of  4.0%  and  8.0%,
respectively.  In determining the amount of  risk-weighted  assets,  all assets,
including certain  off-balance sheet assets,  are multiplied by a risk-weight of
0% to 100%, as assigned by the OTS capital regulation based on the risks the OTS
believes  are  inherent in the type of asset.  The  components  of Tier 1 (core)
capital are equivalent to those discussed  earlier under the 3.0% leverage ratio
standard.  The components of supplementary  capital currently include cumulative
preferred stock,  long-term  perpetual  preferred stock,  mandatory  convertible
securities, subordinated debt and intermediate preferred stock and allowance for
loan and  lease  losses.  Allowance  for loan and  lease  losses  includable  in
supplementary  capital is limited to a maximum of 1.25% of risk-weighted assets.
Overall,  the amount of supplementary  capital included as part of total capital
cannot exceed 100% of core capital.

         OTS  regulatory  capital rules also  incorporate  an interest rate risk
component.  Savings associations with "above normal" interest rate risk exposure
are subject to a deduction from total capital for purposes of calculating  their
risk-based capital requirements.  A savings association's  interest rate risk is
measured  by the decline in the net  portfolio  value of its assets  (i.e.,  the
difference  between  incoming  and outgoing  discounted  cash flows from assets,
liabilities  and  off-balance   sheet   contracts)  that  would  result  from  a
hypothetical  200-basis  point  increase or decrease in market  interest  rates,
divided  by the  estimated  economic  value  of  the  association's  assets.  In
calculating its total capital under the risk-based  rule, a savings  association
whose measured  interest rate risk exposure  exceeds 2%, must deduct an interest
rate component equal to one-half of the excess change. The OTS has deferred, for
the present

                                       24

<PAGE>



time, the date on which the interest rate component is to be deducted from total
capital.  The rule also provides that the Director of the OTS may waive or defer
an institution's interest rate risk component on a case-by-case basis.

         At June 30,  2000,  the Bank  exceeded  each of the three  OTS  capital
requirements  on a fully  phased-in  basis.  Set forth below is a summary of the
Bank's compliance with the OTS capital standards as of June 30, 2000.

<TABLE>
<CAPTION>

                                                              At June 30, 2000
                                                         --------------------------
                                                                        Percent of
                                                           Amount       Assets (1)
                                                         --------       ----------
                                                           (Dollars in Thousands)
<S>                                                      <C>                 <C>
   Tangible capital:
      Capital level...................................   $  47,147           6.71%
      Requirement.....................................      10,543           1.50%
                                                         ---------      ---------
      Excess..........................................      36,604           5.21%
      To be well capitalized under prompt
        corrective action provisions..................         N/A            N/A
   Core capital:
      Capital level...................................      47,147           6.71%
      Requirement ....................................      21,086           3.00%
                                                         ---------      ---------
      Excess..........................................      26,061           3.71%
      To be well capitalized under prompt
        corrective action provisions..................      35,143           5.00%
   Fully phased-in risk-based capital:
      Capital level...................................      50,541          12.48%
      Requirement ....................................      32,396           8.00%
                                                         ---------      ---------
      Excess..........................................      18,145           4.48%
      To be well capitalized under prompt
        corrective action provisions..................      40,495          10.00%
</TABLE>

(1)  Tangible  and  core  capital  levels  are  calculated  on  the  basis  of a
     percentage  of  total  adjusted  assets;   risk-based  capital  levels  are
     calculated on the basis of a percentage of risk-weighted assets.

Prompt Corrective Regulatory Action

         Under the OTS Prompt Corrective Action regulations, the OTS is required
to take certain supervisory actions against undercapitalized  institutions,  the
severity  of which  depends  upon the  institution's  degree of  capitalization.
Generally,  a savings institution that has total risk-based capital of less than
8.0% or a leverage  ratio or a Tier 1 core capital  ratio that is less than 4.0%
is considered to be  undercapitalized.  A savings institution that has the total
risk-based  capital less than 6.0%, a Tier 1 core  risk-based  capital  ratio of
less than 3.0% or a leverage  ratio that is less than 3.0% is  considered  to be
"significantly  undercapitalized"  and a savings institution that has a tangible
capital to assets  ratio equal to or less than 2.0% is deemed to be  "critically
undercapitalized."  Subject to a narrow  exception,  the  banking  regulator  is
required  to  appoint a  receiver  or  conservator  for an  institution  that is
"critically  undercapitalized."  The  regulation  also  provides  that a capital
restoration  plan  must be  filed  with  the OTS  within  45 days of the date an
institution  receives  notice  that  it  is  "undercapitalized,"  "significantly
undercapitalized"  or  "critically   undercapitalized."  In  addition,  numerous
mandatory supervisory actions become immediately  applicable to the institution,
including,  but not limited to, restrictions on growth,  investment  activities,
capital distributions,  and affiliate transactions.  The OTS could also take any
one of a number of discretionary supervisory actions,  including the issuance of
a capital  directive  and the  replacement  of  senior  executive  officers  and
directors.

Insurance of Deposit Accounts

         The FDIC has adopted a risk-based deposit insurance  assessment system.
The FDIC assigns an institution to one of three capital  categories based on the
institution's financial information, as of the reporting

                                       25

<PAGE>



period ending seven months before the assessment period,  consisting of (1) well
capitalized,  (2)  adequately  capitalized or (3)  undercapitalized,  and one of
three  supervisory  subcategories  within each capital  group.  The  supervisory
subgroup  to  which  an  institution  is  assigned  is  based  on a  supervisory
evaluation  provided to the FDIC by the institution's  primary federal regulator
and information  which the FDIC  determines to be relevant to the  institution's
financial  condition  and the risk  posed to the  deposit  insurance  funds.  An
institution's  assessment  rate depends on the capital  category and supervisory
category to which it is assigned. The FDIC is authorized to raise the assessment
rates in certain  circumstances.  The FDIC has exercised this authority  several
times in the past and may raise insurance premiums in the future. If such action
is taken by the FDIC,  it could have an adverse  effect on the  earnings  of the
Bank.

Federal Home Loan Bank System

         The Bank, as a federal  association,  is required to be a member of the
FHLB System,  which consists of 12 regional  FHLBs.  The FHLB provides a central
credit facility primarily for member institutions.  The Bank, as a member of the
FHLB of Des Moines,  is required to acquire and hold shares of capital  stock in
that FHLB in an amount at least equal to 1% of the aggregate principal amount of
its unpaid residential  mortgage loans and similar  obligations at the beginning
of each year, or 1/20 of its advances  (borrowings) from the FHLB,  whichever is
greater.  As of June 30, 2000, the Bank was in compliance with this requirement.
The FHLBs are required to provide funds for the resolution of insolvent  thrifts
and to contribute  funds for affordable  housing  programs.  These  requirements
could  reduce the amount of  dividends  that the FHLBs pay to their  members and
could also result in the FHLBs imposing a higher rate of interest on advances to
their members.

Federal Reserve System

         The Federal Reserve Board regulations  require savings  institutions to
maintain  noninterest-earning  reserves against their transaction accounts, such
as negotiable  order of withdrawal and regular  checking  accounts.  At June 30,
2000, the Bank was in compliance with these reserve  requirements.  The balances
maintained to meet the reserve requirements imposed by the Federal Reserve Board
may be used to satisfy  liquidity  requirements  imposed by the Office of Thrift
Supervision.

Holding Company Regulation

         General.  The Company is a  non-diversified  savings  and loan  holding
company  within the  meaning of the HOLA,  as amended.  As such,  the Company is
registered  with  the  OTS  and is  subject  to OTS  regulations,  examinations,
supervision  and reporting  requirements.  In addition,  the OTS has enforcement
authority over the Company and its non-savings institution  subsidiaries.  Among
other things,  this authority permits the OTS to restrict or prohibit activities
that are determined to be a serious risk to the subsidiary savings  institution.
The Bank must  notify  the OTS 30 days  before  declaring  any  dividend  to the
Company.

         As a unitary savings and loan holding  company,  the Company  generally
will  not be  restricted  under  existing  laws  as to  the  types  of  business
activities in which it may engage, provided that the Bank continues to be a QTL.
Upon  any   nonsupervisory   acquisition  by  the  Company  of  another  savings
association  or  savings  bank  that  meets  the QTL test and is  deemed to be a
savings  institution by the OTS, the Company would become a multiple savings and
loan  holding  company  (if the  acquired  institution  is  held  as a  separate
subsidiary)  and  would be  subject  to  extensive  limitations  on the types of
business  activities in which it could engage. The HOLA limits the activities of
a multiple  savings and loan  holding  company and its  non-insured  institution
subsidiaries  primarily to  activities  permissible  for bank holding  companies
under  Section  4(c)(8) of the Bank Holding  Company  Act,  subject to the prior
approval of the OTS, and  activities  authorized by OTS  regulation.  The OTS is
prohibited  from  approving  any  acquisition  that  would  result in a multiple
savings and loan holding company controlling  savings  institutions in more than
one state, subject to two exceptions: (i) the approval of interstate supervisory
acquisitions by savings and loan holding companies,  and (ii) the acquisition of
a savings  institution  in another  state if the laws of the state of the target
savings institution specifically permit such acquisitions.


                                       26

<PAGE>



         The HOLA  prohibits a savings  and loan  holding  company,  directly or
indirectly, or through one or more subsidiaries,  from acquiring another savings
institution or holding company  thereof,  without prior written  approval of the
OTS. It also prohibits the acquisition or retention of, with certain exceptions,
more than 5% of a non-subsidiary  savings institution,  a non-subsidiary holding
company,  or a  non-subsidiary  company  engaged in activities  other than those
permitted by the HOLA; or acquiring or retaining  control of an institution that
is not federally  insured.  In evaluating  applications by holding  companies to
acquire savings institutions, the OTS must consider the financial and managerial
resources,  future prospects of the company and institution involved, the effect
of the  acquisition on the risk to the insurance fund, the convenience and needs
of the community and competitive factors.

         Federal law  generally  provides that no "person,"  acting  directly or
indirectly or through or in concert with one or more other persons,  may acquire
"control," as that term is defined in OTS  regulations,  of a  federally-insured
savings  institution  without  giving at least 60 days written notice to the OTS
and providing the OTS an opportunity to disapprove of the proposed  acquisition.
Such acquisitions of control may be disapproved if it is determined, among other
things,  that (i) the acquisition would substantially  lessen competition;  (ii)
the financial  condition of the acquiring  person might jeopardize the financial
stability  of  the  savings  institution  or  prejudice  the  interests  of  its
depositors;  or (iii) the  competency,  experience or integrity of the acquiring
person or the proposed  management  personnel  indicates that it would not be in
the  interest  of the  depositors  or the  public to permit the  acquisition  of
control by such person.

Federal Securities Law

         Shares of the Company's  common stock are registered with the SEC under
Section 12(g) of the Securities  Exchange Act of 1934, as amended (the "Exchange
Act").  The Company is also  subject to the proxy  rules,  tender  offer  rules,
insider  trading  restrictions,   annual  and  periodic  reporting,   and  other
requirements of the Exchange Act.

                           FEDERAL AND STATE TAXATION

         Federal Taxation.  For federal income tax purposes,  the Registrant and
its subsidiaries file a consolidated  federal income tax return on a fiscal year
basis using the accrual method of accounting.

         As a result of the enactment of the Small  Business Job  Protection Act
of 1996, all savings banks and savings associations will be able to convert to a
commercial bank charter, diversify their lending, or be merged into a commercial
bank  without  having to  recapture  any of their  pre-1988 tax bad debt reserve
accumulations.  Any post-1987 reserves will be subject to recapture,  regardless
of whether  or not a  particular  thrift  intends to  convert  its  charter,  be
acquired,  or diversify its activities.  The recapture tax on post-1987 reserves
is assessed in equal  installments  over the six year period  beginning in 1996.
However,  if a thrift meets a minimum level of mortgage  lending test (i.e.,  if
the thrift's level of mortgage lending activity  (re-financings  and home equity
loans do not count) is equal to or exceeds its average mortgage lending activity
for the six years preceding 1996,  adjusted for inflation),  then the thrift may
suspend its tax bad debt recapture for the 1996 and 1997 tax years.  At June 30,
2000, the Bank had a balance of  approximately  $800,000 of bad debt reserves in
retained income that would be recaptured under this legislation.

         Deferred  income taxes arise from the  recognition  of certain items of
income and expense for tax purposes in years  different from those in which they
are recognized in the consolidated financial statements.

         The  Registrant  accounts  for deferred  income taxes by the  liability
method, applying the enacted statutory rates in effect at the balance sheet date
to differences between the book cost and the tax cost of assets and liabilities.
The  resulting  deferred  tax  liabilities  and assets are  adjusted  to reflect
changes in the tax laws.

         The  Registrant  is subject to the  corporate  alternative  minimum tax
which is imposed to the extent it exceeds the  Registrant's  regular  income tax
for the year. The alternative  minimum tax will be imposed at the rate of 20% of
a  specially  computed  tax  base.  Included  in this  base  will be a number of
preference  items,  including the following:  (i) 100% of the excess of a thrift
institution's bad debt deduction over the amount that

                                       27

<PAGE>



would have been  allowable on the basis of actual  experience;  (ii) interest on
certain  tax-exempt  bonds issued  after August 7, 1986;  and (iii) an "adjusted
current  earnings"  computation  which is similar to a tax  earnings and profits
computation.  In addition,  for purposes of the new alternative minimum tax, the
amount of alternative minimum taxable income that may be offset by net operating
losses is limited to 90% of alternative minimum taxable income.

         The Registrant has not been audited by the Internal Revenue Service for
the past eight years. For additional  information regarding taxation, see Note 9
of Notes to Consolidated Financial Statements.

         Iowa Taxation.  The Bank currently  files an Iowa franchise tax return.
The Bank's  subsidiaries  file Iowa  corporation  tax  returns on a  fiscal-year
basis. The Registrant and its other  subsidiaries also file Iowa corporation tax
returns  on a  fiscal-year  basis.  The state of Iowa  imposes a tax on the Iowa
franchise  taxable  income  of  savings  institutions  at the  rate of 5%.  Iowa
franchise  taxable income is generally  similar to federal taxable income except
that interest from state and municipal  obligations is taxable, and no deduction
is allowed for state franchise  taxes. The state  corporation  income tax ranges
from 6% to 12% depending upon Iowa  corporation  taxable  income.  Interest from
federal  securities is not taxable for purposes of the Iowa  corporation  income
tax.

ITEM 2            PROPERTIES
------            ----------

         The Company  conducts its business  through its main office  located in
Sioux  City,  Iowa,  and 18 branch  offices  located  in the  market  area.  The
following  table sets forth certain  information  concerning the main office and
each branch office of the  Registrant  at June 30, 2000.  The aggregate net book
value of the  Registrant's  premises and equipment was $15.3 million at June 30,
2000.

                                                    Owned             Lease
                                   Year              or            Expiration
                            Opened or Acquired     Leased             Date
                            ------------------     ------          ----------

329 Pierce Street                  1988             Owned               --
Sioux City, Iowa 51102

924 Pierce Street                  1991             Owned               --
Sioux City, Iowa 51101

2727 Hamilton Blvd.                1981             Owned               --
Sioux City, Iowa 51104

2 W. Bow Drive                     1978             Owned               --
Cherokee, Iowa 51012

301 Plymouth St., N.W.             1990             Owned               --
Le Mars, Iowa 51031

3839 Indian Hills Dr.              1978             Owned               --
Sioux City, Iowa 51104

921 Iowa Avenue                    1972             Owned               --
Onawa, Iowa 51040

1201 2nd Avenue                    1976             Owned               --
Box 277
Sheldon, Iowa 51201

4211 Morningside Avenue            1965             Owned               --
Sioux City, Iowa 51106


                                       28

<PAGE>



104 1st Street, S.E.               1974             Owned               --
Orange City, Iowa 51041

4701 Singing Hills Blvd.
Sioux City, Iowa 51106             1995             Owned               --

2738 Cornhusker Drive
South Sioux City, Nebraska 68776   1998             Owned               --

                              CENTRAL IOWA DIVISION

1025 Main Street                   1998               Owned             --
Grinnell, Iowa 50112

123 W. 2nd Street, North           1999               Owned             --
Newton, Iowa 50208

1907 1st Avenue E.                 1999               Owned             --
Newton, Iowa 50208

15 E. Howard Street                1999               Owned             --
Colfax, Iowa 50054

108 E. Washington                  1999               Owned             --
Monroe, Iowa 50170

101 W. Jefferson                   1999              Leased           07/01/2001
Prairie City, Iowa 50228

West Des Moines Branch             1999               Owned             --
3900 Westown Parkway
West Des Moines, Iowa 50266


         The   Registrant's   accounting  and  record  keeping   activities  are
maintained on an in-house  data  processing  system.  The  Registrant  owns data
processing  equipment it uses for its internal  processing  needs.  The net book
value of such data processing  equipment and related  software at June 30, 2000,
was $948,000.

ITEM 3            LEGAL PROCEEDINGS
------            -----------------

         There are  various  claims  and  lawsuits  in which the  Registrant  is
periodically  involved incident to the Registrant's  business. In the opinion of
management,  no material  loss is expected  from any of such  pending  claims or
lawsuits.

ITEM 4            SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
------            ---------------------------------------------------

         No matters were submitted during the fourth quarter of fiscal 2000 to a
vote of security holders.


                                     PART II

ITEM 5            MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED
------            ------------------------------------------------
                  STOCKHOLDER MATTERS
                  -------------------

         The back  inside  cover page of the Annual  Report to  Stockholders  is
herein incorporated by reference.


                                       29

<PAGE>



ITEM 6            SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA
------            ----------------------------------------------

         Pages 1  through 3 of the  Annual  Report to  Stockholders  are  herein
incorporated by reference.

ITEM 7            MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
------            -----------------------------------------------------------
                  AND RESULTS OF OPERATIONS
                  -------------------------

         Pages 4 through  14 of the  Annual  Report to  Stockholders  are herein
incorporated by reference.

ITEM 8            FINANCIAL STATEMENTS
------            --------------------

         Pages 16  through 48 of the Annual  Report to  Stockholders  are herein
incorporated by reference.

ITEM 9            CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
------            -----------------------------------------------------------
                  AND FINANCIAL DISCLOSURE
                  ------------------------

         There were no  changes  in or  disagreements  with  accountants  in the
Registrant's accounting and financial disclosure during fiscal 2000.


                                    PART III

ITEM 10           DIRECTORS AND OFFICERS OF THE REGISTRANT
-------           ----------------------------------------

         Information  concerning  Directors of the  Registrant  is  incorporated
herein by reference  from the  Registrant's  definitive  Proxy  Statement  dated
September 25, 2000.

ITEM 11           EXECUTIVE COMPENSATION
-------           ----------------------

         Information concerning executive compensation is incorporated herein by
reference from the  Registrant's  definitive Proxy Statement dated September 25,
2000.

ITEM 12           SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
-------           ---------------------------------------------------
                  MANAGEMENT

         Information   concerning  security  ownership  of  certain  owners  and
management is incorporated herein by reference from the Registrant's  definitive
Proxy Statement dated September 25, 2000.

ITEM 13           CERTAIN TRANSACTIONS
-------           --------------------

         Information  concerning  relationships and transactions is incorporated
herein by reference  from the  Registrant's  definitive  Proxy  Statement  dated
September 25, 2000.


                                     PART IV

ITEM 14.          EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS
--------          ---------------------------------------------------
                  ON FORM 8-K
                  -----------

         (a)(1)   Financial Statements


                                       30

<PAGE>



         The following  information  appearing in the Registrant's Annual Report
to  Stockholders  for the year ended June 30, 2000, is incorporated by reference
in this Annual Report on Form 10-K as Exhibit 13.

Annual Report Section                                    Pages in Annual Report
---------------------                                    ----------------------

Selected Financial Data                                            1-3

Management's Discussion and Analysis                              4-14
  of Financial Condition and Results
  of Operations

Report of Independent Auditors                                     16

Consolidated Balance Sheets                                        17

Consolidated Statements of Operations                              18

Consolidated Statements of Stockholders' Equity                    19
   and Comprehensive Income

Consolidated Statements of Cash Flows                             20-21

Notes to Consolidated Financial                                   22-48
  Statements

         With the exception of the aforementioned information,  the Registrant's
Annual  Report to  Stockholders  for the year ended June 30,  2000 is not deemed
filed as part of this Annual Report on Form 10-K.

         (a)(2)   Financial Statement Schedules
                  -----------------------------

         All  financial  statement  schedules  have been omitted as the required
information is  inapplicable  or has been included in the Notes to  Consolidated
Financial Statements.

         (a)(3)   Exhibits
                  --------
<TABLE>
<CAPTION>

                                                                 Sequential Page
                                                               Reference to Prior              Number Where
                                                                Filing or Exhibit            Attached Exhibits
Regulation S-K                                                   Number Attached            Are Located in This
Exhibit Number                      Document                          Hereto                 Form 10-K Report
--------------                      --------                          ------                 ----------------

<S>     <C>                <C>                                    <C>                        <C>
         3                  Articles of Incorporation                                         Not Applicable

         3                           Bylaws                                                   Not Applicable

         4                  Instruments defining the                                          Not Applicable
                           rights of security holders,
                              including debentures

         9                   Voting trust agreement                   None                    Not Applicable

        10                     Material contracts                     None                    Not Applicable

</TABLE>

                                       31

<PAGE>
<TABLE>
<CAPTION>
<S>      <C>                <C>                                    <C>                        <C>



        11                  Statement re: computation                  Not                    Not Applicable
                              of per share earnings                 Required

        12                  Statement re: computation                  Not                    Not Applicable
                               of ratios Required

        13                      Annual Report to                       13                       Exhibit 13
                                Security Holders

        16                    Letter re: change in
                                   certifying                                                 Not Applicable
                                accountants None

        18                    Letter re: change in
                              accounting principles                   None                    Not Applicable

        19                     Previously unfiled
                                    documents                         None                    Not Applicable

        22                 Subsidiaries of Registrant                  22                       Exhibit 22

        23                 Published report regarding                 None                    Not Applicable
                          matters submitted to vote of
                                security holders

        24                   Consent of Experts and                    24                       Exhibit 24
                                Counsel Required

        25                      Power of Attorney                      Not                    Not Applicable
                                                                    Required

        28                     Additional Exhibits                    None                    Not Applicable

        29                  Information from reports                  None                    Not Applicable
                               furnished to state
                              insurance regulatory
                                   authorities
</TABLE>

         (b)      Reports on Form 8-K:


         On January 4, 2000, the Registrant  filed a report on Form 8-K relating
to a share repurchase program.




                                       32

<PAGE>



                                   SIGNATURES


         Pursuant to the  requirements  of Section 13 or 15(d) 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.

                                            FIRST FEDERAL BANKSHARES, INC.


Date:    September 27, 2000        By:      /s/Barry E. Backhaus
                                            --------------------
                                            Barry E. Backhaus, President and
                                            Chief Executive Officer

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
this  report has been  signed  below by the  following  persons on behalf of the
Registrant and in the capacities and on the dates indicated.



By:  /s/Katherine A. Bousquet             By: /s/Jon G. Cleghorn
     ------------------------                 ------------------
     Katherine A. Bousquet                    Jon G. Cleghorn
     Vice President and Treasurer             Executive Vice President,
                                              Chief Operating Officer
                                              and Director
Date:  September 27, 2000                 Date:  September 27, 2000




By:  /s/Dr. Nancy A. Boysen               By: /s/David S. Clay
     ----------------------                   ----------------
     Dr. Nancy A. Boysen                      David S. Clay
     Director                                 Director
Date:  September 27, 2000                 Date:  September 27, 2000



By:  /s/Gary L. Evans                     By: /s/Allen J. Johnson
     ----------------                         -------------------
     Gary L. Evans                            Allen J. Johnson
     Director                                 Director
Date:  September 27, 2000                 Date:  September 27, 2000



By:  /s/Harland D. Johnson                By: /s/Steven L. Opsal
     ---------------------                    ------------------
     Harland D. Johnson                       Steven L. Opsal
     Director                                 Director
Date:  September 27, 2000                 Date:  September 27, 2000



By: /s/Dennis B. Swanstrom                By: /s/ David Van Engelenhoven
    ----------------------                    --------------------------
     Dennis B. Swanstrom                      David Van Engelenhoven
     Director                                 Director
Date:  September 27, 2000                 Date: September 27, 2000

                                       33


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission