FSF FINANCIAL CORP
10-Q, 1996-08-09
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 10-Q

(Mark One)
[ X ]    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

For the quarterly period ended     June 30, 1996

                                       OR

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

For the transition period from                                  to

                         Commission file number 0-24648

                               FSF FINANCIAL CORP.
             (Exact name of registrant as specified in its charter)

              Minnesota                                41-1783064
(State or other jurisdiction               (I.R.S. employer identification no.)
of incorporation or organization)

201 Main Street South,  Hutchinson, Minnesota          55350-2573
(Address of principal executive offices)               (Zip Code)

Registrant's telephone number, including area code   (612) 234-4500


               Former name, former address and former fiscal year,
                         if changed since last report.

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


                                          APPLICABLE ONLY TO CORPORATE ISSUERS:

     Indicated the number of shares  outstanding of each of the issuer's classes
of common stock, as of the latest practicable date August 5, 1996.
                                                   --------------   

         Class                                      Outstanding
$.10 par value common stock                      3,477,694 shares



<PAGE>


                       FSF FINANCIAL CORP. AND SUBSIDIARY
                                    FORM 10-Q
                       FOR THE QUARTER ENDED JUNE 30, 1996

                                      INDEX

                                                                         Page
                                                                        Number
                                                                        ------

PART I - CONSOLIDATED FINANCIAL INFORMATION

Item 1.           Financial Statements                                     1
Item 2.           Management's Discussion and Analysis of Financial
                  Condition and Results of Operations                      6


PART II - OTHER INFORMATION

Item 1.           Legal Proceedings                                       15
Item 2.           Changes in Securities                                   15
Item 3.           Defaults upon Senior Securities                         15
Item 4.           Submission of Matters to a Vote of Security Holders     15
Item 5.           Other Information                                       15
Item 6.           Exhibits and Reports on Form 8-K                        15

SIGNATURES                                                                16







<PAGE>
                       FSF FINANCIAL CORP. AND SUBSIDIARY
            UNAUDITED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
<TABLE>
<CAPTION>
                                                                        June 30, September 30,
                                                                         1996         1995
                                                                     ------------------------
                                                                          (In thousands)
                                           ASSETS
                                           ------
Cash and cash equivalents:
<S>                                                                   <C>          <C>            
   Interest bearing ...............................................   $   2,858    $  12,448
   Non-interest bearing ...........................................       2,806        2,407
Securities available for sale, at fair value:
   Equity securities ..............................................      17,153       16,165
   Mortgage-backed and related securities .........................      16,180       16,141
Securities held to maturity, at amortized cost:
   Debt securities (estimated fair value of $40,932 and $40,097) ..      44,340       41,914
   Mortgage-backed and related securities (estimated fair
       value of $36,947 and $35,112) ..............................      38,573       37,110
Loans held for sale (fair value of $464 and $251) .................         455          230
Loan receivable, net ..............................................     201,430      170,832
Accrued interest receivable .......................................       2,280        2,097
Foreclosed real estate ............................................         148           89
Premises and equipment ............................................       3,786        3,758
Other assets ......................................................       1,386        1,414
                                                                      ---------    ---------

          Total Assets ............................................   $ 331,395    $ 304,605
                                                                      =========    =========

                            LIABILITIES AND STOCKHOLDERS' EQUITY
                            ------------------------------------
                                                                                   
Liabilities:
     Deposits .....................................................     188,386    $ 171,516
     Federal Home Loan Bank borrowings ............................      93,769       73,807
     Other liabilities ............................................       1,616        1,931
                                                                      ---------    ---------
          Total liabilities .......................................     283,771      247,254
                                                                      ---------    ---------
Commitments and contingencies:
Stockholders' equity:
     Serial preferred stock, no par value 5,000,000 shares
          authorized, no shares issued                                        -            -
     Common stock, $.10 par value 10,000,000 shares authorized,
          4,501,277 and 4,499,905 shares issued ...................         450          450
     Additional paid in capital ...................................      43,139       43,069
     Retained earnings, substantially restricted ..................      22,356       22,158
     Treasury stock at cost (1,023,583 and 224,825 shares) ........     (13,101)      (2,589)
     Unearned ESOP shares at cost (281,452 and 310,254 shares) ....      (2,815)      (3,103)
     Unearned MSP stock grants at cost (138,840 and 159,322 shares)      (1,470)      (1,688)
     Unrealized (loss) on securities available for sale ...........        (935)        (946)
                                                                      ---------    ---------
          Total stockholders' equity ..............................      47,624       57,351
                                                                      ---------    ---------

          Total Liabilities and Stockholders' Equity ..............   $ 331,395    $ 304,605
                                                                      =========    =========
</TABLE>




            See Notes to Unaudited Consolidated Financial Statements

                                       1
<PAGE>
                       FSF FINANCIAL CORP. AND SUBSIDIARY
                   UNAUDITED CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
                                                                      For Three Months                     For Nine Months
                                                                       Ended June 30,                       Ended June 30,
                                                              ----------------------------------     -----------------------------
                                                                   1996             1995                 1996         1995
                                                              ----------------------------------     -----------------------------
                                                                             (In thousands, except per share data)
Interest income:
<S>                                                           <C>        <C>                   <C>             <C>         
     Loans receivable                                         $   4,070  $          2,904      $       11,633  $      7,903
     Mortgage-backed and related securities                         861               884              2,386          2,700
     Investment securities                                          967             1,048              2,950          3,288
                                                              ----------------------------     -----------------------------
          Total interest income                                   5,898             4,836             16,969         13,891
                                                              ----------------------------     -----------------------------
Interest expense:
     Deposits                                                     2,076             1,797              6,184          4,812
     Borrowed funds                                               1,351               726              3,797          1,833
                                                              ----------------------------     -----------------------------
          Total interest expense                                  3,427             2,523              9,981          6,645
                                                              ----------------------------     -----------------------------
          Net interest income                                     2,471             2,313              6,988          7,246
     Provision for loan losses                                       15                 6                 27             18
                                                              ----------------------------     -----------------------------
          Net interest income after provision for loan losses     2,456             2,307              6,961          7,228
                                                              ----------------------------     -----------------------------
Noninterest income:
     Gain on loans sold - net                                         3                 -                 17              4
     Other service charges and fees                                  78                42                173             66
     Service charges on deposit accounts                            204               153                555            449
     Commission income                                               87                53                190            121
     Other                                                           20                63                 81            158
                                                              ----------------------------    -----------------------------
          Total noninterest income                                  392               311              1,016            798
                                                              ----------------------------     -----------------------------
Noninterest expense:
     Compensation and benefits                                    1,063             1,074              3,294          3,021
     Occupancy and equipment                                        193               151                596            527
     Deposit insurance premiums                                     103                88                297            268
     Data processing                                                 97               140                293            424
     Professional fees                                               64                70                187            178
     Other                                                          236               242                707            660
                                                              ----------------------------     -----------------------------
          Total noninterest expense                               1,756             1,765              5,374          5,078
                                                              ----------------------------     -----------------------------
          Income before provision for income taxes and
              cumulative effect of change in accounting princi    1,092               853              2,603          2,948
Income tax expense                                                  408               322              1,038          1,165
                                                              ----------------------------     -----------------------------
          Income before cumulative effect of change in
             accounting principle                                  684               531              1,565          1,783
Cumulative effect of change in accounting for securities
             available for sale                                      -                 -                  -            382
                                                              ----------------------------     -----------------------------
          Net income                                          $    684    $          531       $      1,565  $       2,165
                                                              ============================     =============================

Earnings per share
      Before cumulative effect of change in 
        accounting principle                                  $   0.21    $          0.14      $       0.44  $        0.45
      Cumulative effect of change in accounting principle            -                  -                 -           0.10
                                                              ----------------------------     -----------------------------
      Total                                                   $   0.21    $          0.14      $        0.44 $        0.55
                                                              ============================     =============================

Weighted average number of shares outstanding                    3,354              3,887              3,578         3,947
</TABLE>

            See Notes to Unaudited Consolidated Financial Statements
                                       2
<PAGE>

                       FSF FINANCIAL CORP. AND SUBSIDIARY
                 UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                      Three Months           Nine Months
                                                                         Ended                  Ended
                                                                        June 30,               June 30,
                                                                ------------------------------------------------
                                                                     1996      1995       1996        1995
                                                                ------------------------------------------------
Cash flows from operating activities:                                          (In thousands)
<S>                                                             <C>         <C>         <C>         <C>     
     Net income                                                 $    684    $    531    $  1,565    $  2,165
     Adjustments  to  reconcile  net income to
       net cash  provided  by  operating activities:
     Depreciation                                                     85          80         249         233
     Net amortization of discounts and premiums on
        securities held for investment                                (9)        (22)        (27)        (47)
     Provision for loan losses                                        15           6          27          18
     Net market value adjustment on ESOP shares                       15          23          51          23
     Amortization of ESOP and MSP stock compensation                 169         134         517         447
     Gain on sale of REO                                               -          44           -          44
     Net loan fees deferred and amortized                             73         129         162         113
     Federal Home Loan Bank stock dividend                             -           -         (81)          -
     Change in accounting for securities available for sale            -           -           -        (382)
     (Increase) decrease in:
        Loans held for sale                                         (262)         12        (225)        498
        Accrued interest receivable                                 (317)       (332)       (183)       (681)
        Other assets                                                 163           9          27         515
     Increase (decrease) in:
        Net deferred tax liability                                   (99)       (121)       (112)       (127)
        Accrued interest payable                                       1          39         (21)          1
        Accrued income tax                                            37          93        (107)        411
        Accrued liabilities                                           78           7         158        (478)
        Deferred compensation payable                                 99          87          64         242
                                                                --------------------------------------------
Net cash provided by operating activities                            732         719       2,064       2,995
                                                                --------------------------------------------

Cash flows from investing activities:
     Loan originations and principal payments on loans, net       (9,389)    (12,262)    (20,427)    (23,072)
     Purchase of loans                                                 -      (5,806)    (10,410)     (8,905)
     Purchase of securities available for sale                      (395)       (699)       (919)     (1,183)
     Principal payments on mortgage-related securities
        held to maturity                                               5          17          33          73
     Purchase of mortgage-related securities held to maturity
                                                                       -      (2,380)     (1,494)     (3,924)
     Purchases of  securities held to maturity                    (9,000)       (999)    (19,552)    (13,626)
     Proceeds from maturities of  securities held to maturity      1,000       2,100      17,150       2,100
     Investment in foreclosed real estate                             (2)        (33)         (9)        (36)
     Proceeds from sale of foreclosed real estate                      -         502           -         502
     Purchases of equipment and property improvements                (34)        (32)       (277)       (256)
                                                                --------------------------------------------
Net cash (used in) investing activities                         $(17,815)   $(19,592)   $(35,905)   $(48,327)
                                                                --------------------------------------------
</TABLE>

            See Notes to Unaudited Consolidated Financial Statements

                                       3

<PAGE>



                       FSF FINANCIAL CORP. AND SUBSIDIARY
           UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
<TABLE>
<CAPTION>

                                                                          Three Months                   Nine Months
                                                                              Ended                          Ended
                                                                            June 30,                       June 30,
                                                                -------------------------------------------------------------
                                                                       1996           1995           1996           1995
                                                                -------------------------------------------------------------
Cash flows from financing activities:                                                  (In thousands)
<S>                                                             <C>               <C>           <C>            <C>         
     Net increase (decrease) in deposits,                       $        (435)    $   11,966    $    16,871    $     11,036
     Net increase (decrease) in short-term borrowings                   9,922          7,927         19,961          14,897
     Net increase in mortgage escrow funds                               (359)          (294)          (311)           (233)
     Expenses related to stock offering                                     -              -              -          (1,496)
     Treasury stock purchased                                          (4,970)        (2,589)       (10,559)         (2,589)
     Purchase of stock for MSP                                              -              -              -          (1,905)
     Proceeds from exercise of stock options                               15             38             55              38
     Dividend paid on common stock                                       (439)          (450)        (1,367)         (1,012)
     Refund of proceeds from stock offering                                 -              -              -         (23,032)
                                                                -------------------------------------------------------------
Net cash provided by (used in) financing activities                     3,734         16,598         24,650          (4,296)
                                                                -------------------------------------------------------------

Net increase (decrease) in cash and cash equivalents                  (13,349)        (2,275)        (9,191)        (49,628)

Cash and cash equivalents:
     Beginning of period                                               19,013         22,638         14,855          69,991
                                                                -------------------------------------------------------------

     End of period                                               $      5,664     $   20,363    $     5,664   $      20,363
                                                                =============================================================
Supplemental disclosures of cash flow information: 
      Cash payments for:
        Interest on advances and other borrowed money            $      1,328    $        679   $     3,784   $       1,779
        Interest on deposits                                            2,078           1,757         6,197           4,817
        Taxes paid                                                        469             307         1,262             837

Supplemental schedule of noncash investing and 
  financing activities:

     Reinvested amounts of capital gains and dividend
        from mutual fund investments
                                                                           89             169           192             542
     Refinancing of sale of real estate owned                               -             436             -             436

</TABLE>


            See Notes to Unaudited Consolidated Financial Statements

                                       4


<PAGE>




                       FSF FINANCIAL CORP. AND SUBSIDIARY
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - PRINCIPLES OF CONSOLIDATION

           The  unaudited  consolidated  financial  statements as of and for the
           three  and nine  month  periods  ended  June 30,  1996,  include  the
           accounts of FSF Financial Corp.  ("the  Corporation")  and its wholly
           owned  subsidiary,  First  Federal  fsb  (the  "Bank")  and  Firstate
           Services,  a wholly owned  subsidiary of the Bank. The  Corporation's
           business is conducted  principally  through the Bank. All significant
           intercompany  accounts  and  transactions  have  been  eliminated  in
           consolidation.

NOTE 2 - BASIS OF PRESENTATION

           The accompanying  unaudited  consolidated  financial  statements were
           prepared  in  accordance  with   instructions   for  Form  10-Q  and,
           therefore,  do not include  information or footnotes  necessary for a
           complete presentation of consolidated financial condition, results of
           operations,  and cash flows in  conformity  with  generally  accepted
           accounting principles. However, all adjustments, consisting of normal
           recurring  accruals,  which,  in  the  opinion  of  management,   are
           necessary  for  fair  presentation  of  the  consolidated   financial
           statements  have been  included.  The results of  operations  for the
           period ended June 30, 1996,  are not  necessarily  indicative  of the
           results which may be expected for the entire fiscal year or any other
           period.  For further  information,  refer to  consolidated  financial
           statements  and footnotes  thereto  included in the Company's  Annual
           Report on Form 10-K for the year ended September 30, 1995.

           Reclassification

           Certain items previously  reported have been  reclassified to conform
           with the current period's reporting format.

NOTE 3 - NEW ACCOUNTING STANDARDS

           The Bank adopted Statement of Financial  Accounting  Standards (SFAS)
           No. 114,  "Accounting  for  Creditors  for  Impairment of a Loan," on
           October  1,  1995.  SFAS  No.  114,  issued  in  May  1993,  requires
           measurement  of  impairment  based on the  present  value of expected
           future cash flows discounted at the loan's effective interest rate or
           the fair value of the collateral if the loan is collateral dependent.
           Regardless of the measurement method, impairment is based on the fair
           value of the collateral when the Bank determines that  foreclosure is
           probable. The Bank has had no impaired loans during fiscal 1996.

           The Bank adopted  SFAS No. 122,  "Accounting  for Mortgage  Servicing
           Rights - An Amendment of SFAS No. 65," prospectively as of October 1,
           1996. Issued in May 1995, SFAS 122 amends certain  provisions of SFAS
           No. 65 to eliminate  the  accounting  distinction  between  rights to
           service  mortgage  loans for others that are  acquired  through  loan
           origination   activities  and  rights   acquired   through   purchase
           transactions.  The statement requires a mortgage banking  enterprise,
           which sells or  securitizes  loans and  retains the related  mortgage
           servicing rights, to allocate the total cost of the mortgage loans to
           the  mortgage  servicing  rights and the loans  (without the mortgage
           servicing  rights)  based on their  relative  fair  values.  The Bank
           amortizes its mortgage  servicing rights using a method which results
           in  charges to income in  proportion  to, and over the period of, the
           estimated net servicing income. The capitalized servicing rights, and
           the amortization  thereon, are periodically  evaluated for impairment
           based on fair value. The risk characteristics of the loans underlying
           the Bank's  mortgage  servicing  rights are stratified  based on loan
           type to evaluate impairment of capitalized servicing rights.


                                       5
<PAGE>


                       FSF FINANCIAL CORP. AND SUBSIDIARY
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

GENERAL

The Corporation's  total assets at June 30, 1996, and September 30, 1995 totaled
859263119$331.4 million and $304.6 million,  respectively. The increase of $26.8
million was primarily a result of an increase in loans receivable.

Cash and cash equivalents totaled  859263575$5.7 million at June 30, 1996, which
represented a decrease of $9.2 million or 61.9% as compared  with  September 30,
1995. The Corporation  utilized cash and cash equivalents to repurchase  802,485
shares of its common stock.

Securities available for sale increased $1.0 million between September 30, 1995,
and June 30, 1996, as a result of purchases.

Securities held to maturity  increased from $79.0 million at September 30, 1995,
to $82.9  million at June 30,  1996.  The  increase  of $3.9  million,  or 4.9%,
represented purchases of additional securities.

Loans held for sale  increased  $225,000,  to  $455,000 at June 30,  1996,  from
$230,000 at  September  30, 1995.  As of June 30,  1996,  the Bank had a forward
commitment  to sell  $327,850  of loans held for sale to the  Federal  Home Loan
Mortgage  ("FHLMC")  which in effect  would reduce the balance of loans held for
sale to $127,000 as of June 30, 1996.

Loans receivable, net increased $30.6 million or 17.9% to $201.4 million at June
30, 1996, from $170.8 million at September 30, 1995.  Mortgage loan originations
totaled $48.8 million during the period,  and the Bank purchased $5.9 million in
single-family residential mortgages and $4.5 million in commercial loans. All of
the mortgages purchased were single-family  residential mortgages located within
Minnesota and  individually  underwritten by the Bank. The loans were adjustable
rate  mortgages  ("ARMs")  and  provided  a net  yield  to  the  Bank  that  was
approximately  25 basis  points  less  than the  Bank's  origination  rate.  The
commercial  loans meet the risk profile  established by the Bank,  have interest
rates  that are  based  on the  "Prime"  rate as  published  in the Wall  Street
Journal,  and provide the Bank with the  opportunity  to begin to diversify  the
composition of its loan portfolio.

Foreclosed real estate at September 30, 1995,  totaled $89,000,  and $148,000 as
of June 30, 1996. The foreclosed real estate at June 30, 1996,  consisted of two
single-family  residential properties. No loss is expected in the disposition of
the  properties,  however,  there  can  be  no  assurances  that  future  market
conditions will not affect the market value of such properties.

Deposits after interest credited  increased from $171.5 million at September 30,
1995, to $188.4  million at June 30, 1996, an increase of $16.9 million or 9.8%.
Overall  cost of funds  increased  during  the period as the Bank  attempted  to
maintain deposit rates consistent with marketplace competitors.

Federal Home Loan Bank  ("FHLB")  borrowing  increased  $20.0 million from $73.8
million at September 30, 1995, to $93.8 million at June 30, 1996. The borrowings
were utilized as an additional  source of funding of the overall growth in total
assets.

The  Corporation  completed the  repurchase  of 802,485  shares of common stock,
thereby  increasing the total number of treasury shares to 1,023,583 at June 30,
1996. Total  stockholders'  equity decreased from $57.4 million at September 30,
1995, to $47.6 million at June 30, 1996.  Repurchased  shares are to be used for
general corporate purposes,  including the issuance of shares in connection with
the exercise of stock options. The $9.7 million decrease in stockholders' equity
was a direct result of the repurchase of additional shares during the period. As
a result of the  repurchases,  book  value per share  increased  from  $15.07 at
September 30, 1995, to $15.61 at June 30, 1996, an increase of 3.5%.

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.  Loans are placed on a  non-accrual  status when either  principal  or
interest is 90 days or more past due.  Interest accrued and unpaid at the time a
loan is placed  on  non-accrual  status  is  charged  against  interest  income.
Subsequent  payments are either applied to the 
 
                                      6
<PAGE>

outstanding  principal balance or recorded as interest income,  depending of the
assessment of the ultimate collectibility of the loan.

During the nine months ended June 30, 1996, and 1995,  approximately $23,963 and
$6,348  respectively,  would  have been  recorded  on loans  accounted  for on a
non-accrual  basis if such loans had been current according to the original loan
agreements for the entire period.  These amounts were not included in the Bank's
interest  income  for the  respective  periods.  No  interest  income  on  loans
accounted for on a non-accrual  basis was included in income during any of these
periods.  During the periods indicated the Bank had no restructured loans within
the meaning of SFAS No. 15 and the Bank held no foreign loans.

The  following  table  sets  forth   information  with  respect  to  the  Bank's
non-performing domestic loans for the periods indicated:
<TABLE>
<CAPTION>

                                                                                              At June 30,
                                                                         ------------------------------------------------------
                                                                                    1996                       1995
                                                                         ------------------------------------------------------
                                                                                            (In Thousands)
      Loans accounted for on a non-accrual basis:
      Mortgage loans:
<S>                                                                             <C>                           <C>                  
        Residential construction loans                                          $                 -           $              -     
        Permanent loans secured by one-to-four-family units                                      22                          3
      Non-mortgage loans:
        Consumer                                                                                 59                         25
                                                                         ------------------------------------------------------
      Total non-accrual loans
                                                                                                 81                         28
      Foreclosed real estate
                                                                                                148                         73
                                                                         ------------------------------------------------------
      Total non-performing assets                                               $               229          $             101
                                                                         ======================================================
      Total non-performing loans to net loans                                                  0.04%                      0.02%
                                                                         ======================================================
      Total non-performing loans to total assets                                               0.02%                      0.01%
                                                                         ======================================================
      Total non-performing assets to total assets                                              0.07%                      0.04%
                                                                         ======================================================
</TABLE>

Management, in compliance with regulatory guidelines, has instituted an internal
loan  review  program,   whereby  loans  are  classified  as  special   mention,
substandard,  doubtful or loss.  When a loan is  classified  as  substandard  or
doubtful,  management is required to establish a general  valuation  reserve for
loan losses in an amount that is deemed prudent.  General  allowances  represent
allowances  which have been  established to recognize  inherent risk  associated
with lending activities,  but which, unlike specific  allowances,  have not been
allocated to particular problem assets.  When management  classifies a loan as a
loss  asset,  a reserve  equal to 100% of the loan  balance  is  required  to be
established or the loan is to be charged-off.

An asset is  considered  "substandard"  if it is  inadequately  protected by the
paying capacity and net worth of the obligor or the collateral  pledged, if any.
"Substandard"  assets include those characterized by the "distinct  possibility"
that the  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,"  "highly
questionable  and  improbable,"  on  the  basis  of  currently  existing  facts,
conditions,  and  values.  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
which do not currently expose the insured  institution to a sufficient degree of
risk to  warrant  classification  in one of the  aforementioned  categories  but
possess credit deficiencies or potential weaknesses, including all loans over 60
days delinquent,  are required to be designated "special mention" by management.
The OTS has  promulgated  regulations  that  discontinue the  classification  of
assets as special mention. However, the Bank continues to utilize this category.

Management's  evaluation of the classification of assets and the adequacy of the
reserve  for loan losses is  reviewed  by  regulatory  agencies as part of their
periodic  examinations.  At June 30, 1996,  First  Federal had total  classified
assets of $3.2 million of which $2.0 million were considered  substandard and no
assets were  classified as loss.  Special mention assets totaled $1.2 million at
June 30, 1996.  Loans  classified as loss include consumer loans which have been
charged off but the Bank is still receiving principal payments.

                                       7

<PAGE>
The following table set forth  information  with respect to the Bank's allowance
for loan losses at the dates indicated:
<TABLE>
<CAPTION>

                                                               For the Three Months              For the Nine Months
                                                                   At June 30,                       At June 30,
                                                           -----------------------------     -----------------------------
                                                               1996           1995                1996          1995
                                                           -----------------------------     -----------------------------
                                                                  (In Thousands)                    (In Thousands)
<S>                                                           <C>            <C>                 <C>           <C>       
Total loans outstanding (1)                                   $  201,885     $  148,326          $  201,885    $  148,326
                                                           =============================     =============================
Average loans outstanding                                     $  198,301     $  139,403          $  187,228    $  129,276
                                                           =============================     =============================
Allowance balance (beginning of period)                       $      752     $      757          $      764    $      748
                                                           -----------------------------     -----------------------------
Provision (credit):
  Residential (2)                                                      -              -                   -             -
  Commercial real estate                                               -              -                   -             -
  Construction                                                         -              -                   -             -
  Non-mortgage and other (including land)                             15              6                  27            18
                                                           -----------------------------     -----------------------------
     Total provision                                                  15              6                  27            18
Charge-off:
  Residential (2)                                                      -              -                   -             -
  Non-mortgage and other (including land)                              5              4                  30            13
                                                           -----------------------------     -----------------------------
      Total charge-offs                                                5              4                  30            13
Recoveries:
  Residential (2)                                                      -              -                   -             -
  Commercial real estate                                               -              -                   -             -
  Non-mortgage and other (including land)                              -              5                   1            10
                                                           -----------------------------     -----------------------------
     Total recoveries                                                  -              5                   1            10
                                                           -----------------------------     -----------------------------
Net charge-offs                                                        5            (1)                  29             3
                                                           ---------------------------------------------------------------
Allowance balance (end of period)                             $      762     $      764          $      762    $      763
                                                           ===============================================================
Allowance as percent of total loans                                 0.38%          0.52%               0.38%         0.52%
Net loans charge off as a percent of average loans                     -              -                   -             -
</TABLE>

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

     (1) Includes total loans  (including  loans held for sale), net of loans in
         process.

     (2) Includes one- to four-family and  multi-family  residential real estate
         loans.
 

COMPARISON OF THE THREE MONTHS ENDED JUNE 30, 1996 AND 1995

Net Income. The Corporation recorded net income of $684,000 for the three months
ended June 30,  1996,  as compared to net income of $531,000 for the three month
period ended June 30, 1995.  The increase in net income of $153,000 or 28.8% was
the result of higher net interest income.  In general,  interest rates increased
during the three  months ended June 30, 1996,  and in  particular,  shorter term
rates  increased less than longer term rates,  causing a steepening of the yield
curve. The Bank prices many of its lending products against  intermediate  rates
and its savings products against short term rates. As a result of the steepening
of the yield curve,  average interest spread for the three months ended June 30,
1996,  decreased  to 2.37% from 2.62% for the three  months ended June 30, 1995.
Management can make no assertions regarding the future movement of such interest
rates or the impact of interest rate movements on the Bank's  interest spread or
interest margin.

Total Interest Income.  Total interest income increased by $1.1 million or 22.0%
to $5.9 million for the three months ended June 30, 1996,  from $4.8 million for
the three months ended June 30, 1995,  due primarily to increases in the average
balance of interest  earning  assets of $63.1 million which more than offset the
decline in yield.  The average yield on loans decreased to 8.21% for the quarter
ended June 30, 1996, from 8.33% for the quarter ended June 30, 1995. The average
balance of  mortgage-backed  securities  increased  by $3.7  million  from $52.0
million for the three months ended June 30, 1995, to $55.7 million for the three
months  ended June 30,  1996.  During this same  period,  the  average  yield on
mortgage-backed securities decreased from 6.81% to 6.18% or 63 basis points (100
basis points equals 1%). The decrease in yields on interest  earning  assets was
primarily  caused by the lower  relative  level of interest rates in 1996 versus
1995. The average balance of investment  securities were  approximately the same
in the comparative periods,  while the average yield decreased to 5.56% for 1996
from 6.06% for 1995.

                                       8
<PAGE>

Total Interest Expense. Total interest expense increased to $3.4 million for the
three months ended June 30, 1996, from $2.5 million for the same period in 1995.
The average balance of  interest-bearing  deposits increased from $161.5 million
for the three months ended June 30, 1995, to $188.1 million for the three months
ended June 30, 1996.  This  increase was  comprised of interest  credited and an
increase of  non-certificate  accounts which generally have interest rates which
are lower than the rates  paid on  certificate  accounts.  The  average  cost of
deposits  decreased  by 4 basis  points to 4.41% for the three months ended June
30, 1996. As the overall mix of deposits changed,  the cost decreased  slightly.
No assurance can be made that  deposits can be maintained in the future  without
increasing  the cost of funds if interest  rates  should  increase.  The average
balance of  borrowings  increased  $42.0  million to $90.6 million for the three
months ended June 30, 1996,  from $48.6  million for the three months ended June
30, 1995,  however,  the cost of such borrowings  remained at 5.97%. The overall
cost of funds  increased from 4.80% for the three months ended June 30, 1995, to
4.92% for the three months ended June 30, 1996 due to the increase in borrowings
relative to the increase in deposits. The Bank utilized borrowings to supplement
deposits and meet other liquidity needs.

Net Interest  Income.  Net interest  income  increased from $2.3 million for the
three months ended June 30, 1995, to $2.5 million for the same period ended June
30,  1996,  an increase of $159,000  or 6.9%.  Average  interest-earning  assets
increased $63.1 million, from $260.6 million for the three months ended June 30,
1995,  to  $323.7million  for the three months  ended June 30,  1996,  while the
average yield on  interest-earning  assets  decreased 13 basis points from 7.42%
for 1995 to 7.29% for 1996.  Average interest bearing  liabilities  increased by
$68.5 million to $278.7  million for the three months ended June 30, 1996,  from
$210.2  million  for the  three  months  ended  June 30,  1995,  and the cost of
interest-bearing liabilities increased from 4.80% for 1995 to 4.92% in 1996.

Provision for Loan Losses.  The Bank's provision for loan losses was $15,000 for
the three months ended June 30, 1996,  compared to $6,000 for the same period in
1995. The Bank's allowance for loan losses was $762,000 and $763,000 at June 30,
1996, and June 30, 1995,  respectively.  At June 30, 1996, the Bank's  allowance
for loan  losses  constituted  205.8% of  non-performing  assets as  compared to
755.4% of  non-performing  assets at June 30, 1995.  The allowance for losses on
loans is  maintained at a level which is considered by management to be adequate
to absorb probable loan losses on existing loans that may become  uncollectible,
based on an  evaluation  of the  collectibility  of loans  and  prior  loan loss
experience and market  conditions.  The evaluation takes into consideration such
factors as changes  in the  nature  and  volume of the loan  portfolio,  overall
portfolio  quality,  review of specific  problem  loans,  and  current  economic
conditions that may affect the borrower's ability to pay. The allowance for loan
losses is  established  through a provision for loan losses  charged to expense.
While the Bank  maintains its allowance for losses at a level which it considers
to be adequate,  there can be no assurances  that further  additions will not be
made to the loss  allowances  or that such losses will not exceed the  estimated
amounts.

                                       9
<PAGE>
                       FSF FINANCIAL CORP. AND SUBSIDIARY
      UNAUDITED CONSOLIDATED AVERAGE BALANCE SHEET, INTEREST AND DIVIDENDS
              EARNED OR PAID, AND RELATED INTEREST YIELDS AND RATES
                             (DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
                                                                                 Three Months Ended June 30,
                                        -------------------------------------------------------------------------------------------
                                              1996                                               1995
                                        -------------------------------------------------------------------------------------------
                                                                          Interest                                         Interest
                                             Average                     Yields and             Average                   Yields and
Assets:                                      Balance        Interest     Rates (1)              Balance       Interest     Rates (1)
                                        --------------------------------------------------------------------------------------------
<S>                                        <C>              <C>              <C>            <C>               <C>             <C>   
     Loans receivable (2)                  $  198,301       $  4,070         8.21 %         $    139,403      $  2,904        8.33 %
     Mortgage-backed securities                55,749            861         6.18                 51,957           884        6.81
     Investment securities (3)                 69,643            967         5.56                 69,211         1,048        6.06
                                        ----------------------------                        --------------------------
          Total interest-earning assets       323,693          5,898         7.29                260,571         4,836        7.42
                                                      --------------                                     -------------
          Other assets                          7,960                                              9,662
                                        -------------                                       ------------

Total assets                               $  331,653                                       $    270,233
                                        =============                                       ============    

Liabilities:
     Interest-bearing deposits             $  188,128       $  2,076         4.41 %         $    161,532      $  1,797        4.45 %
     Borrowings                                90,557          1,351         5.97                 48,621           726        5.97
                                        ----------------------------                        --------------------------
          Total interest-bearing 
            liabilities                       278,685          3,427         4.92 %              210,153         2,523        4.80 %
                                                      --------------                                     -------------
     Other liabilities                          3,090                                              1,917
                                        -------------                                       ------------
          Total liabilities                   281,775                                            212,070

Stockholders' equity                           49,878                                             58,163
                                        -------------                                       ------------

Total liabilities and stockholders'
     equity                                $  331,653                                       $    270,233
                                        =============                                       ============

Net interest income                                         $  2,471                                          $  2,313
Net Spread (4)                                                               2.37 %                                           2.62 %
Net Margin (5)                                                               3.05 %                                           3.55 %
Ratio of average interest-earning
     assets to average interest-
     bearing liabilities                      1.18X                                              1.24X
</TABLE>

(1)  Annualized
(2)  Average balances include non-accrual loans and loans held for sale.
(3)  Includes interest-bearing deposits in other financial institutions.
(4)  Net spread represents the difference between the average yield on
      interest-earning assets and the average cost of interest-bearing 
      liabilities.
(5)  Net margin represents net interest income as a percentage of average
      interest-earning assets.



Non-interest  Income.  Total  non-interest  income increased  $81,000 during the
three  month  period  ended June 30,  1996,  to $392,000 as compared to the same
period in 1995.  Loan  origination  fees  increased  from  $42,000 for the three
months ended June 30, 1995, to $78,000 for the three months ended June 30, 1996,
due to a higher  level of  originations.  Loan and other  customer  service fees
increased  from  $153,000 for the three months ended June 30, 1995,  to $204,000
for the three months ended June 30, 1996, due to an increase in deposit  related
fees and to a larger percentage of mortgages being closed in-house.

                                       10
<PAGE>

Non-interest  expense.  Total  non-interest  expense  decreased  $9,000 over the
periods  compared.   Compensation  and  benefits   remained   relatively  stable
decreasing to $1,063,000 for 1996 from  $1,074,000 for 1995.  Occupancy  expense
was $193,000 for the three months ended June 30, 1996,  versus  $151,000 for the
same period in 1995. The increase can be attributed to the opening of the Bank's
Waite Park office  (additional  rent  expense)  and to a decrease in  facilities
rented to others. Deposit insurance premiums increased due to an increase in the
overall level of deposits. Data processing decreased from $140,000 for the three
months ended June 30, 1995, to $97,000 for the three months ended June 30, 1996,
as the Bank  continued to realize cost savings as a result of the  consolidation
of its data processing.  Professional fees decreased $6,000 from $70,000 in 1995
to $68,000 in 1996.

Income Tax Expense.  Income taxes increased by $86,000 or 26.7%, to $408,000 for
the three month period ended June 30, 1996, from $322,000 for the same period in
1995, primarily due to the increase of $239,000 in income before tax.

COMPARISON OF THE NINE MONTHS ENDED JUNE 30, 1996 AND 1995

Net Income.  The  Corporation  recorded  net income of $1.6 million for the nine
months  ended June 30,  1996,  as compared to net income of $2.2 million for the
nine month period ended June 30, 1995.  Included in 1995's income was a $382,000
one-time positive adjustment to income resulting from a change in accounting for
securities  available  for sale due to the  adoption of SFAS No. 115. Net income
for the nine months ended June 30, 1995, was $1,783,000 prior to the adjustment,
versus  $1,565,000  for the nine  months  ended June 30,  1996,  a  decrease  of
$218,000.

Total Interest Income.  Total interest income increased by $3.1 million or 22.2%
to $17.0 million for the nine months ended June 30, 1996, from $13.9 million for
the nine months ended June 30,  1995.  The yield on  mortgage-backed  securities
decreased to 5.89% and the yield on investment securities increased to 5.69% for
the nine months ended June 30, 1996, compared to the mortgaged-backed securities
yield of 7.05% and the investment  securities yield of 5.53% for the same period
ended June 30, 1995.

Total Interest  Expense.  Total interest expense  increased to $10.0 million for
the nine months ended June 30, 1996, from $6.6 million for the nine months ended
June 30,  1995.  Average  interest  bearing  liabilities  increased  from $201.8
million  in 1995 to  $266.4  million  in 1996  and the  cost of the  liabilities
increased  from 4.39% for the nine months ended June 30, 1995,  to 5.00% for the
nine months ended June 30, 1996. Interest on deposits increased $1.4 million and
the average rate  increased  from 4.06% to 4.53% during the  comparison  period.
Average  borrowings  increased from $43.6 million for the nine months ended June
30, 1995, to $84.3 million for the nine months ended June 30, 1996, and the cost
of the  borrowings  increased  from 5.60% to 6.00% due to the  continued  upward
movement in interest rates during most of the period.  Management  believes that
the Bank may continue to  experience  upward  pressure on deposit and  borrowing
rates  especially if the Federal  Reserve should  further  increase the discount
rate.

Net Interest  Income.  Net interest  income  decreased from $7.2 million for the
nine months ended June 30, 1995,  to $7.0 million for the same period ended June
30, 1996, an decrease of $200,000 or 2.8%.  The decrease is mostly a result of a
decrease in net spread from 2.74% for the nine months  ended June 30,  1995,  to
2.29% for the nine months  ended June 30, 1996.  Although  the average  yield on
earning assets  increased 16 basis points,  the average cost of interest bearing
liabilities increased 61 basis points.

Provision for Loan Losses.  The Bank's  provision for loan losses increased from
$18,000 for the nine months ended June 30, 1995,  to $27,000 for the nine months
ended June 30,  1996.  See also  "Comparison  of the Three Months Ended June 30,
1996 and 1995 -- Provision for Loan Losses."

                                       11

<PAGE>
                       FSF FINANCIAL CORP. AND SUBSIDIARY
      UNAUDITED CONSOLIDATED AVERAGE BALANCE SHEET, INTEREST AND DIVIDENDS
              EARNED OR PAID, AND RELATED INTEREST YIELDS AND RATES
                             (DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
                                                                      Nine Months Ended June 30,
                                      ----------------------------------------------------------------------------------------------
                                          1996                                             1995
                                      ----------------------------------------------------------------------------------------------
                                                                      Interest                                         Interest
                                         Average                     Yields and             Average                   Yields and
Assets:                                  Balance        Interest     Rates (1)              Balance       Interest     Rates (1)
                                      ----------------------------------------------------------------------------------------------
<S>                                   <C>               <C>              <C>              <C>               <C>         <C>       
     Loans receivable (2)             $   187,228       $ 11,633         8.28 %           $  129,276        $  7,903    $   8.15 %
     Mortgage-backed securities            54,037          2,386         5.89                 51,072        2,700           7.05
     Investment securities (3)             69,102          2,950         5.69                 79,244        3,288           5.53
                                      --------------------------                        -----------------------------
          Total interest-
            earning assets                310,367         16,969         7.29                295,592      13,891            7.13
                                                      ----------                                        -------------
          Other assets                     10,160                                              9,741
                                      -----------                                       ------------ 

Total assets                          $   320,527                                         $  269,333
                                      ===========                                       ============

Liabilities:
     Interest-bearing deposits        $   182,085       $  6,184         4.53 %           $  158,201            $4,812      4.06 
     Borrowings                            84,337          3,797         6.00                 43,639             1,833      5.60
                                      --------------------------                        ------------------------------
          Total interest-
            bearing liabilities           266,422          9,981         5.00 %              201,740             6,645      4.39 %
                                                      ----------                                         -------------
     Other liabilities                      1,820                                             18,085
                                      -----------                                       ------------
          Total liabilities               268,242                                            219,925
        
Stockholders' equity                       52,285                                             49,408
                                      -----------                                       ------------     

Total liabilities and stockholders'
     equity                           $   320,275                                         $  269,333
                                      ===========                                       ============     

Net interest income                                     $  6,988                                             $  7,246
                                                                                                              
Net Spread (4)                                                           2.29 %                                             2.74 %
Net Margin (5)                                                           3.00 %                                             3.72 %
Ratio of average interest-earning
     assets to average interest-
     bearing liabilities                  1.17X                                              1.29X
</TABLE>

(1)  Annualized
(2)  Average balances include non-accrual loans and loans held for sale.
(3)  Includes interest-bearing deposits in other financial institutions.
(4)  Net spread represents the difference between the average yield on
      interest-earning assets and the average cost of interest-bearing 
      liabilities.
(5)  Net margin represents net interest income as a percentage of average
      interest-earning assets.

Non-interest  Income.  Total non-interest income increased from $798,000 for the
nine months ended June 30, 1995,  to  $1,016,000  for the nine months ended June
30, 1996. Loan  origination fees increased from $66,000 for the 1995 fiscal year
to $173,000 for the 1996 fiscal year due to the increased  level of originations
and to the  origination  of more  loans  with  associated  fees  that  could  be
recognized in current  income.  Loan and other  customer  service fees increased
from  $449,000 for the nine months ended June 30, 1995, to $555,000 for the nine
months ended June 30, 1996, or 23.6%, due to an increase in the fees charged for
services.

Non-interest  expense.  Total non-interest expense increased to $5.4 million for
the nine months  ended June 30,  1996,  from $5.1 million for the same period in
1995.  Compensation and benefits increased from $3.0 million to

                                       12
<PAGE>

$3.3  million  for the  periods  compared  as a  result  of  additional  expense
associated with the Bank's Management Stock Plan as well as merit increases that
averaged 3.5% for all employees.  Occupancy  expense increased from $527,000 for
the nine months ended June 30, 1995,  to $596,000 for the nine months ended June
30, 1996,  due to the opening of the Bank's Waite Park office  (additional  rent
expense) and to a decrease in  facilities  rented to others.  Deposit  insurance
expense  increased 10.8% due to an increase in total  deposits.  Data processing
expense  decreased  $131,000  from  $424,000  for the nine months ended June 30,
1995,  to $293,000 for the nine months ended June 30, 1996, as the Bank began to
realize  cost savings as a result of  converting  to a single  service  provider
during the 1996 fiscal year.  Professional  fees increased from $178,000 for the
1995 fiscal year to $187,000 for the 1996 fiscal year.

Income Tax Expense.  Income tax expense decreased from $1.2 million for the nine
months ended June 30, 1995, to $1.0 for the same period in 1996 as a result of a
decrease  in income  before  taxes  before  the  cumulative  effect of change in
accounting principle.

Cumulative Effect. Effective October 1, 1995, the Bank was required to adopt the
SFAS No. 115. This required  accounting  principle change resulted in a one-time
cumulative effect of $382,000 at the beginning of the nine months ended June 30,
1995.

Liquidity and Capital Resources

Under current Office of Thrift Supervision  ("OTS")  regulations,  the Bank must
have core capital equal to 3% of total assets and risk-based capital equal to 8%
of risk-weighted  assets,  of which 1.5% must be tangible  capital.  The OTS has
proposed  amending its regulations in such a manner that would increase the core
capital  requirements  for most thrift  institutions to 4% or 5%, depending upon
the institutions financial condition and other factors.  Although the final form
of the  regulation  cannot be foreseen,  if adopted as proposed,  the Bank would
expect its core capital requirements to increase to at least 4%.

On June 30, 1996, the Bank was in compliance with its three  regulatory  capital
requirements as follows:

<TABLE>
<CAPTION>
                                                                                Amount                 Percent
                                                                        ----------------------------------------------
                                                                        (Dollars in thousands)
<S>                                                                          <C>                                 <C>   
            Tangible capital                                                 $           42,562                  13.0 %
            Tangible capital requirement                                                  4,919                   1.5
                                                                        ----------------------------------------------
            Excess over requirement                                          $           37,643                  11.5 %
                                                                        ==============================================

            Core capital                                                     $           42,562                  13.0 %
            Core capital requirement                                                      9,882                   3.0
                                                                        ----------------------------------------------
            Excess over requirement                                          $           32,680                  10.0 %
                                                                        ==============================================

            Risk based capital                                               $           43,324                  27.0 %
            Risk based capital requirement                                               12,854                   8.0
                                                                        ----------------------------------------------
            Excess over requirement                                          $           30,470                  19.0 %
                                                                        ==============================================
</TABLE>


Management  believes that under current  regulations,  the Bank will continue to
meet its minimum capital  requirements in the foreseeable future.  Events beyond
the control of the Bank,  such as increased  interest rates or a downturn in the
economy  in areas in which  the Bank  operates  could  adversely  affect  future
earnings  and as a result,  the  ability of the Bank to meet its future  minimum
capital requirements.

The Bank's  liquidity is a measure of its ability to fund loans, pay withdrawals
of deposits, and other cash outflows in an efficient, cost effective manner. The
Bank's  primary  sources of funds are deposits and  scheduled  amortization  and
principal  payment  of loans and  mortgage-backed  securities.  During  the past
several  years,  the Bank has used such funds  primarily to fund  maturing  time
deposits,  pay savings  withdrawals,  fund  lending  commitments,  purchase  new
investments,  and increase  liquidity.  The Bank is  currently  able to fund the
majority of its  operations  internally and uses borrowed funds from the Federal
Home Loan Bank of Des Moines when deemed  appropriate by management.  As of June
30, 1996,  such borrowed  funds totaled $93.8 million.  Loan

                                       13
<PAGE>

payments,  maturing  investments and  mortgage-backed  security  prepayments are
greatly   influenced  by  general  interest  rates,   economic   conditions  and
competition.

The Bank is required  under federal  regulations to maintain  certain  specified
levels of "liquid  investments",  which include certain United States government
obligations and other approved investments. Current regulations require the Bank
to maintain liquid assets of not less than 5% of its net  withdrawable  accounts
plus short term  borrowings.  Short term liquid  assets must consist of not less
than 1% of such accounts and  borrowings,  which amount is also included  within
the 5%  requirements.  Those  levels  may be  changed  from  time to time by the
regulators  to  reflect  current  economic  conditions.  The Bank has  generally
maintained  liquidity  far in  excess of  regulatory  requirements.  The  Bank's
regulatory  liquidity  was 6.5% and 11.0% at June 30, 1996,  and  September  30,
1995,  respectively,  and its short term  liquidity was 6.5% and 11.0%,  at such
dates, respectively.

The amount of  certificate  accounts  which are  scheduled to mature  during the
twelve months ending June 30, 1997,  was  approximately  $77.6  million.  To the
extent  that these  deposits do not remain at the Bank upon  maturity,  the Bank
believes that it can replace these funds with new  deposits,  excess  liquidity,
FHLB advances or outside  borrowings.  It has been the Bank's  experience that a
substantial portion of such maturing deposits remain at the Bank.

At June 30, 1996, the Bank had loan commitments  outstanding of $8.5 million and
no commitments to purchase  mortgage-backed  securities.  Funds required to fill
these commitments are derived primarily from current excess liquidity, advances,
deposit inflows or loan and security repayments.

IMPACT OF INFLATION AND CHANGING PRICES

The unaudited  consolidated  financial  statements of the  Corporation and notes
thereto, presented elsewhere herein, have been prepared in accordance with GAAP,
which requires the  measurement of financial  position and operating  results in
terms of  historical  dollars  without  considering  the change in the  relative
purchasing power of money over time due to inflation. The impact of inflation is
reflected in the increased  cost of the  Corporation's  operations.  Unlike most
industrial  companies,  nearly all the assets and liabilities of the Corporation
are  financial.  As a  result,  interest  rates  have a  greater  impact  on the
Corporation's  performance  than do the general  levels of  inflation.  Interest
rates do not necessarily move in the same direction or to the same extent as the
prices of goods and services.

RECENT DEVELOPMENTS

Potential  Deposit  Insurance  Disparity.  The  FDIC  administers  two  separate
insurance  funds.  The Bank  Insurance  Fund  ("BIF")  insures  the  deposits of
commercial banks and other  institutions which were insured by the FDIC prior to
the enactment of the Financial Institutions Reform, Recovery and Enforcement Act
of 1989 ("FIRREA").  The Savings Association Insurance Fund ("SAIF") insures the
deposits of savings  institutions  which were insured by the Federal Savings and
Loan Insurance  Corporation ("FSLIC") prior to the enactment of FIRREA. The FDIC
is  authorized to increase  deposit  insurance  premiums if it  determines  such
increases are  appropriate to maintain the reserves of either the SAIF or BIF or
to fund the  administration of the FDIC. In addition,  the FDIC is authorized to
levy emergency special assessments of BIF and SAIF members.

The  Bank  is  subject  to  a  risk-based   assessment  system  that  classifies
institutions  on the basis of capital  ratios,  supervisory  evaluations  by the
institution's primary federal regulatory agency and other information determined
by the FDIC to be relevant.  Each of nine resulting subgroups of institutions is
assigned a deposit insurance premium assessment rate which currently ranges from
0.23% to 0.31%. The FDIC recently reduced the deposit  insurance  assessment for
most BIF insured  institutions to 0.004% of insured deposits.  In addition,  the
FDIC  has  indicated  that it  anticipates  that  the  assessment  rate for SAIF
institutions  would not fall below the current 0.23% of insured  deposits before
the year 2002. The change in deposit  insurance  rates resulted in a substantial
disparity  in the  deposit  insurance  premiums  paid  by BIF and  SAIF  insured
institutions.  The premium  differential  could  reduce  earnings and impair the
ability  to  raise  funds  in the  capital  market  for  members  of  the  SAIF.
Furthermore,  the change has placed the Bank at a competitive  disadvantage with
BIF-member institutions.

Congress  is  currently  discussing  a  variety  of  legislative  solutions  for
addressing  this disparity.  Most of the ideas involve a one-time  assessment on
each SAIF  insured  institution  ranging from  approximately  $0.85 to $1.00 for
every $100 of insured  deposits as of March 31,  1995.  The one time  assessment
would be  sufficient  to  recapitalize  the SAIF to a level which would at least
approach the BIF. If the  assessment  is based on March 31,

                                       14
<PAGE>

1995,  deposits,  as currently  proposed,  the Bank's  assessment  base would be
$155.5 million which would result in an assessment  ranging from $1.3 million to
$1.6 million,  on a pre-tax basis,  if the  assessment  rate is $0.85 and $1.00,
respectively. Such assessment would have an adverse impact of the Bank's results
of operations and regulatory capital,  however,  there can be no assurances this
or  any  other  ideas  for  addressing  the  premium   disparity  will  in  fact
materialize.


                                     PART II

ITEM 1.               LEGAL PROCEEDINGS

                      Neither the Corporation  nor the Bank was  engaged  in any
                      legal proceeding  of  a  material nature at June 30, 1996.
                      From time to time,  the  Corporation  is a party  to legal
                      proceedings in the ordinary course of business  wherein it
                      enforces its security interest in loans.

ITEM 2.               CHANGES IN SECURITIES

                      Not applicable

ITEM 3.               DEFAULTS UPON SENIOR SECURITIES

                      Not applicable

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

                      Not applicable

ITEM 5.               OTHER MATERIALLY IMPORTANT EVENTS

                      Not applicable

ITEM 6.               EXHIBITS AND REPORTS ON FORM 8-K

                      (a)    Exhibits

                             Exhibit 11:  Statement  regarding  computation  of
                                          earnings per share.
                             Exhibit 99.1:Press  release  dated  May  7,  1996 
                                          announcing  the  completion  of  the
                                          repurchase of 10% of the Corporation's
                                          Common Stock.

                      (b)    Reports on Form 8-K

On May 7,  1996,  the  Corporation  filed a current  report on Form 8-K with the
Securities and Exchange Commission announcing that it had received the necessary
approvals  from the Office of Thrift  Supervision to repurchase up to 10% of the
Corporation's  Common Stock. The Corporation  noted its intent to purchase up to
10% of its Common  Stock in open market and  privately  negotiated  transactions
from time to time during the next six month period.

                                       15
<PAGE>


                       FSF FINANCIAL CORP. AND SUBSIDIARY

                                   SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                         FSF FINANCIAL CORP.




Date:  August 6, 1996                    By: /s/ Donald A. Glas
- ---------------------                        ------------------
                                             Donald A. Glas
                                             Chief Executive Officer



Date:  August 6, 1996                    By:  /s/ Richard H. Burgart
- ---------------------                         ----------------------
                                              Richard H. Burgart
                                              Chief Financial Officer

                                       16




                                   EXHIBIT 11

              STATEMENT REGARDING CALCULATION OF EARNINGS PER SHARE
<TABLE>
<CAPTION>

                                                                    For the Three Months Ended           For the Nine Months Ended
                                                                          June 30,                              June 30,
                                                               --------------------------------      -------------------------------
                                                                    1996            1995                 1996            1995
                                                               --------------------------------      -------------------------------
                                                                    (Dollars in thousands                (Dollars in thousands
                                                                 except earnings per share)            except earnings per share)
<S>                                                                  <C>             <C>                 <C>              <C>      
Weighted average common shares outstanding                           3,243,548       3,884,007           3,480,910        3,944,283
Common stock equivalent shares on stock options                        110,382           2,601              97,952            2,601
                                                               --------------------------------      -------------------------------
Weighted average common and common equivalent shares                 3,353,980       3,886,608           3,578,862        3,946,884

Net earnings before cumulative effect of change in
     accounting principle                                           $      684      $      531          $    1,565       $    1,783
Cumulative effect of change in accounting principle                          -               -                   -              382
                                                               --------------------------------      -------------------------------
Net earnings                                                        $      684      $      531          $    1,565       $    2,165
                                                               ================================      ===============================

Earnings per common and common equivalent shares:

        Income before cumulative effect of
          change in accounting principle                            $     0.21      $     0.14          $     0.44       $     0.45
        Cumulative effect of change in accounting principle
                                                                             -               -                   -             0.10
                                                               ---------------------------------------------------------------------
          Net income                                                $     0.21      $     0.14          $     0.44       $     0.55
                                                               =====================================================================
</TABLE>



Earnings  per share of common  stock for the three  months and nine months ended
June 30, 1996,  and 1995,  have been  determined  by dividing the income  before
cumulative  effect of  change  in  accounting  principle  and net  income by the
weighted  average number of shares of common stock and common stock  equivalents
outstanding  during the  period.  Stock  options are  regarded  as common  stock
equivalents  computed  using the treasury stock method.  Shares  acquired by the
employee stock benefit plans are not  considered in the weighted  average shares
outstanding  until  shares  are  committed  to  be  released  to  an  employee's
individual account or have been earned. The difference between primary and fully
diluted earnings per shares in not material.


                                       17





                                  EXHIBIT 99.1

FSF Financial Corp.         Contact: Donald A. Glas, Chief Executive Officer
Hutchinson, Minnesota                (612) 234-4500
                                     George B. Loban, President
                                     (612) 234-4500
                                     Richard H. Burgart, Chief Financial Officer
                                     (612) 234-4500

                                     For Immediate Release
                                     May 7, 1996

                          FSF FINANCIAL CORP. ANNOUNCES
                    Regulatory Approval for Stock Repurchase

           Hutchinson,  Minnesota - May 7, 1996 -- (NASDAQ:FFHH) Donald A. Glas,
Chief  Executive  Officer of FSF Financial  Corp.,  Hutchinson,  Minnesota,  the
holding  company of First Federal fsb,  announced today that it had received the
necessary  approvals from the Office of Thrift Supervision  ("OTS") necessary to
repurchase up to 10% or 385,996 shares of the Corporation's  Common Stock. It is
anticipated  that such shares of Common  Stock will be  purchased in open market
transactions from time to time during the next six months.

           First  Federal  fsb  is  a  federally-chartered  stock  savings  bank
headquartered in Hutchinson,  Minnesota.  The Bank has eleven offices located in
Hutchinson (2), Hastings,  Apple Valley, Buffalo,  Glencoe, Inver Grove Heights,
Litchfield,  Waconia,  Waite Park and  Winthrop,  Minnesota.  The  deposits  are
federally-insured  by the Federal Deposit Insurance  Corporation.  The Bank is a
community-oriented,  full  service  retail  savings  bank  offering  traditional
mortgage  loan  products.  The  Corporation's  common  stock  is  traded  in the
over-the-counter market on the Nasdaq National Market under the symbol "FFHH."



                                       18


<TABLE> <S> <C>


<ARTICLE>                                    9
<MULTIPLIER>                                 1,000
       
<S>                                          <C>
<PERIOD-TYPE>                                9-MOS     
<FISCAL-YEAR-END>                            SEP-30-1996
<PERIOD-END>                                 JUN-30-1996
<CASH>                                         2,858
<INT-BEARING-DEPOSITS>                         2,806
<FED-FUNDS-SOLD>                                   0
<TRADING-ASSETS>                                   0
<INVESTMENTS-HELD-FOR-SALE>                   33,333
<INVESTMENTS-CARRYING>                        82,913
<INVESTMENTS-MARKET>                          77,879
<LOANS>                                      204,472
<ALLOWANCE>                                      762
<TOTAL-ASSETS>                               331,395
<DEPOSITS>                                   188,386
<SHORT-TERM>                                  93,769
<LIABILITIES-OTHER>                            1,616
<LONG-TERM>                                        0
                              0
                                        0
<COMMON>                                         450
<OTHER-SE>                                    47,174
<TOTAL-LIABILITIES-AND-EQUITY>               331,395
<INTEREST-LOAN>                               11,663
<INTEREST-INVEST>                              5,336
<INTEREST-OTHER>                                   0
<INTEREST-TOTAL>                              16,969
<INTEREST-DEPOSIT>                             6,184
<INTEREST-EXPENSE>                             3,797
<INTEREST-INCOME-NET>                          6,988
<LOAN-LOSSES>                                     27
<SECURITIES-GAINS>                                 0
<EXPENSE-OTHER>                                5,374
<INCOME-PRETAX>                                2,603
<INCOME-PRE-EXTRAORDINARY>                     2,603
<EXTRAORDINARY>                                    0
<CHANGES>                                          0
<NET-INCOME>                                   1,565
<EPS-PRIMARY>                                    .44
<EPS-DILUTED>                                    .44
<YIELD-ACTUAL>                                  3.05
<LOANS-NON>                                       81
<LOANS-PAST>                                       0
<LOANS-TROUBLED>                                   0
<LOANS-PROBLEM>                                    0
<ALLOWANCE-OPEN>                                 764
<CHARGE-OFFS>                                     30
<RECOVERIES>                                       1
<ALLOWANCE-CLOSE>                                762
<ALLOWANCE-DOMESTIC>                             762
<ALLOWANCE-FOREIGN>                                0
<ALLOWANCE-UNALLOCATED>                            0
        


</TABLE>


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