FIRST MIDWEST FINANCIAL INC
10-Q, 1997-02-11
SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED
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                                 UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

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

                  For the quarterly period ended December 31, 1996

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

            For the transaction period from __________ to __________

                         Commission File Number: 0-22140


                          FIRST MIDWEST FINANCIAL, INC.
        (Exact name of small business issuer as specified in its charter)

           Delaware                                      42-1406262
           --------                                      ----------
(State or other jurisdiction of                (IRS Employer Identification No.)
incorporation or organization)

                      Fifth at Erie, Storm Lake, Iowa 50588
                      -------------------------------------
                    (Address of principal executive offices)

                                 (712) 732-4117
                                 --------------
                (Issuer's telephone number, including area code)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the past twelve 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 [   ]

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

     Class:                                    Outstanding at December 31, 1996:
     ------                                    ---------------------------------
Common Stock, $.01 par value                         2,896,536 Common Shares

Transitional Small Business Disclosure Format: Yes [   ]   No [ X ]
<PAGE>
                          FIRST MIDWEST FINANCIAL, INC.

                                    FORM 10-Q

                                      INDEX




Part I.   Financial Information

      Item 1.     Financial Statements (unaudited):

                  Consolidated Balance Sheets at December 31, 1996
                    and September 30, 1996

                  Consolidated  Statements  of Income for the  
                    Three Months Ended December 31, 1996 and 1995
                       

                  Consolidated Statement of Changes in Shareholders'
                    Equity for the Three Months Ended December 31, 1996 
                          
                  Consolidated Statements of Cash Flows for the
                    Three Months Ended December 31, 1996 and 1995             

                  Notes to Consolidated Financial Statements                  

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


Part II.  Other Information                                                


      Signatures   
<PAGE>
Part I.  Financial Information

Item 1. Financial Statements
<TABLE>
<CAPTION>
                          FIRST MIDWEST FINANCIAL, INC.
                                AND SUBSIDIARIES
                           Consolidated Balance Sheets

                                                                         December 31, 1996        September 30, 1996
                                                                         -----------------        ------------------
<S>                                                                         <C>                       <C>
                  Assets
Cash and cash equivalents                                                   $ 12,759,322              $ 14,628,652
Securities available for sale, amortized cost of
  $91,824,710 and $109,444,536                                                92,218,350               109,491,558
Loans receivable - net of allowances of $2,381,956
  and $2,356,113                                                             244,065,909               243,533,519
Real estate owned - net of allowance of $5,000                                    62,692                    86,818
Accrued interest receivable                                                    5,378,350                 5,029,047
Federal Home Loan Bank stock                                                   5,524,700                 5,524,700
Premises and equipment, net                                                    4,118,421                 3,680,332
Excess of cost over net assets acquired                                        5,000,266                 5,090,959
Other assets                                                                     757,061                   942,713
                                                                            ------------              ------------
         Total Assets                                                       $369,885,071              $388,008,298
                                                                            ============              ============
Liabilities and Shareholders' Equity

                  Liabilities
Deposits                                                                    $232,612,127              $233,405,726
Advances from Federal Home Loan Bank                                          86,035,005               102,287,803
Securities sold under agreements to repurchase                                 2,789,918                 2,789,918
Other borrowings                                                                       -                 1,400,000
Advances from borrowers for taxes and insurance                                  570,511                   490,243
Accrued interest payable                                                       1,248,558                 1,271,465
Other liabilities                                                              2,960,430                 3,153,441
                                                                            ------------              ------------
         Total Liabilities                                                   326,216,549               344,798,596
                                                                            ------------              ------------

                  Shareholders' Equity
Preferred stock, 800,000 shares authorized, no shares
  issued or outstanding                                                                -                         -
Common stock, $.01 par value, 5,200,000 shares authorized,
  2,959,077 and 1,990,495 issued (see Note 3)                                     29,591                    19,905
Additional paid-in capital                                                    20,691,776                20,862,551
Retained earnings - substantially restricted                                  24,438,579                23,748,383
Net unrealized appreciation on securities available for sale,
  net of tax of $143,055 and $18,324                                             250,585                    28,698
Unearned Employee Stock Ownership Plan shares                                   (717,400)                 (767,200)
Treasury stock, 62,541 and 44,760 common shares, at cost                      (1,024,609)                 (682,635)
                                                                            ------------              ------------
         Total Shareholders' Equity                                           43,668,522                43,209,702
                                                                            ------------              ------------

         Total Liabilities and Shareholders' Equity                         $369,885,071              $388,008,298
                                                                            ============              ============
The  accompanying  notes are an integral  part of these  consolidated  financial
statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                    FIRST MIDWEST FINANCIAL, INC.
                                           AND SUBSIDIARIES
                                  Consolidated Statements of Income

                                                                           Three Months Ended
                                                                               December 31,
                                                                        1996                 1995
                                                                    -----------          -----------
<S>                                                                 <C>                  <C>
Interest Income:
    Loans receivable                                                $ 5,550,790          $ 4,021,721
    Securities available for sale                                     1,657,640            1,262,661
    Dividends on FHLB stock                                              97,499               78,950
                                                                    -----------          -----------
         Total interest income                                        7,305,929            5,363,332
                                                                    -----------          -----------
Interest Expense:
    Deposits                                                          2,950,598            2,166,635
    FHLB advances and other borrowings                                1,338,195              793,559
                                                                    -----------          -----------
         Total interest expense                                       4,288,793            2,960,194
                                                                    -----------          -----------
Net interest income                                                   3,017,136            2,403,138
    Provision for loan losses                                            30,000               30,000
                                                                    -----------          -----------
Net interest income after provision for loan losses                   2,987,136            2,373,138
                                                                    -----------          -----------
Noninterest income:
    Loan fees and service charges                                       333,687              196,468
    Gain on sale of securities available for sale                         -                   29,050
    Brokerage commissions                                                22,998               60,946
    Other income                                                         50,970               36,612
                                                                    -----------          -----------
         Total noninterest income                                       407,655              323,076
                                                                    -----------          -----------
Noninterest expense:
    Employee compensation and benefits                                1,036,579              879,524
    Occupancy and equipment expense                                     224,421              102,980
    SAIF deposit insurance premium                                       95,710              102,905
    Data processing expense                                              78,281               59,460
    Other expense                                                       378,354              262,064
                                                                    -----------          -----------
         Total noninterest expense                                    1,813,345            1,406,933
                                                                    -----------          -----------
Income before income taxes                                            1,581,446            1,289,281
    Income tax expense                                                  628,230              512,436
                                                                    -----------          -----------
Net income                                                          $   953,216          $   776,845
                                                                    ===========          ===========
Primary and Fully Diluted Earnings
 per Common Share (see Notes 2 and 3):                                    $ .33                $ .29
                                                                          =====                =====

The  accompanying  notes are an integral  part of these  consolidated  financial
statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                    FIRST MIDWEST FINANCIAL, INC.
                                                          AND SUBSIDIARIES
                                      Consolidated Statement of Changes in Shareholders' Equity
                                            For the Three Months Ended December 31, 1996


                                                                                 Net
                                                                              Unrealized       Unearned
                                                                             Appreciation      Employee
                                                                            (Depreciation)       Stock
                                                Additional                   on Securities     Ownership                   Total
                                       Common     Paid-In      Retained     Available for       Plan       Treasury    Shareholders'
                                        Stock     Capital      Earnings    Sale, Net of Tax     Shares       Stock        Equity
                                        -----     -------      --------    ----------------     ------       -----        ------
<S>                                    <C>      <C>           <C>              <C>            <C>         <C>           <C>
Balance at September 30, 1996          $19,905  $20,862,551   $23,748,383      $ 28,698       $(767,200)  $ (682,635)   $43,209,702

4,980 common shares committed
to be released under the ESOP               -        66,583             -             -          49,800            -        116,383

Cash dividends declared on
common stock ($0.09 per share)              -             -      (262,178)            -               -            -       (262,178)

Net change in unrealized appreciation
(depreciation) on securities available
for sale, net of tax of $124,731            -             -             -       221,887               -            -        221,887

Amortization of recognition and
retention plan common shares and
tax benefit of restricted stock
under the plan                              -        10,486             -             -               -            -         10,486

Retirement of 2,396 common shares          (24)          24             -             -               -            -              -

Purchase of 31,500 common
shares of treasury stock                     -            -             -             -               -      (614,507)     (614,507)

Issuance of 13,719 common
shares from treasury stock due
to exercise of stock options                 -     (238,158)            -             -               -       272,533        34,375

Issuance of 970,978 common shares
for stock dividend declared on
common stock, net of cash paid
in lieu of fractional shares             9,710       (9,710)         (842)            -               -             -          (842)

Net income for the three months
ended December 31, 1996                      -            -       953,216             -               -             -       953,216
                                       -------  -----------   -----------    ----------       ---------   -----------   -----------
Balance at December 31, 1996           $29,591  $20,691,776   $24,438,579    $  250,585       $(717,400)  $(1,024,609)  $43,668,522
                                       =======  ===========   ===========    ==========       =========   ===========   ===========

The  accompanying  notes are an integral  part of these  consolidated  financial
statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                           FIRST MIDWEST FINANCIAL, INC.
                                                  AND SUBSIDIARIES
                                       Consolidated Statements of Cash Flows

                                                                                    Three Months Ended December 31,
                                                                                         1996               1995
                                                                                   ------------       ------------ 
<S>                                                                                <C>                <C>
Cash flows from operating activities:
    Net income                                                                     $    953,216       $    776,845
    Adjustments to reconcile net income to net cash from operating activities:
      Depreciation, amortization and accretion, net                                     222,446            188,542
      Provision for loan losses                                                          30,000             30,000
      Gain on sales of securities available for sale, net                                  -               (29,050)
      Gain on sales of office property, net                                                -                (3,399)
      Stock dividends from Federal Home Loan Bank stock                                    -               (78,900)
      Proceeds from sales of loans held for sale                                         16,651              6,188
      Originations of loans held for sale                                              (104,536)           (83,036)
      Net change in accrued interest receivable                                        (349,303)          (113,215)
      Net change in other assets                                                        184,833             95,530
      Net change in accrued interest payable                                            (22,907)            61,675
      Net change in accrued expenses and other liabilities                             (318,581)         8,805,121
                                                                                   ------------       ------------ 
              Net cash from operating activities                                        611,819          9,656,301
                                                                                   ------------       ------------ 
Cash flows from investing activities:
    Purchase of securities available for sale                                        (1,024,000)       (33,369,386)
    Proceeds from sales of securities available for sale                                  -                165,000
    Proceeds from maturities of securities available for sale                        16,893,776         20,650,000
    Proceeds from principal repayment of mortgage-backed securities                   1,750,045          1,482,321
    Net change in loans receivable                                                    2,968,453          1,583,497
    Loans purchased                                                                  (3,370,130)        (8,376,596)
    Purchase of Iowa Bancorp, Inc., net of cash received                                  -             (5,217,265) 
    Proceeds from sales of foreclosed real estate                                        24,126             11,796
    Purchase of premises and equipment, net                                            (514,979)          (574,178)
    Proceeds from sales of assets                                                         -                 26,335
                                                                                   ------------       ------------ 
              Net cash from investing activities                                     16,727,291        (23,618,476)
                                                                                   ------------       ------------
<PAGE>
<CAPTION>
                                           FIRST MIDWEST FINANCIAL, INC.
                                                  AND SUBSIDIARIES
                                       Consolidated Statements of Cash Flows
                                                    (continued)

                                                                                    Three Months Ended December 31,
                                                                                         1996               1995
                                                                                   ------------       ------------ 
<S>                                                                                <C>                <C>
Cash flows from financing activities:
    Net change in non-interest bearing demand, savings,
     NOW and money market demand accounts                                               283,365           (382,995)
    Net change in other time deposits                                                (1,076,965)         6,420,940
    Proceeds from advances from Federal Home Loan Bank                               25,000,000         49,000,240
    Payments of advances from Federal Home Loan Bank                                (41,252,798)       (32,002,798)
    Net change in securities sold under agreements to repurchase                          -                500,000
    Net change in other borrowings                                                   (1,400,000)              -
    Net change in advances from borrowers for taxes and insurance                        80,268            (44,440)
    Cash dividends paid                                                                (262,178)          (196,683)
    Proceeds from exercise of stock options                                              34,375               -
    Purchase of treasury stock                                                         (614,507)           (83,500)
                                                                                   ------------       ------------ 
              Net cash from financing activities                                    (19,208,440)        23,210,764
                                                                                   ------------       ------------ 
Net change in cash and cash equivalents                                              (1,869,330)         9,248,589
Cash and cash equivalents at beginning of period                                     14,628,652          4,615,712
                                                                                   ------------       ------------ 
Cash and cash equivalents at end of period                                         $ 12,759,322       $ 13,864,301
                                                                                   ============       ============



The  accompanying  notes are an integral  part of these  consolidated  financial
statements.
</TABLE>
<PAGE>
                          FIRST MIDWEST FINANCIAL, INC.
                                AND SUBSIDIARIES
                   Notes to consolidated Financial Statements


1.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         The  accounting  policies  followed by First  Midwest  Financial,  Inc.
         ("First Midwest" or the "Company") and its  consolidated  subsidiaries,
         First Federal Savings Bank of the Midwest ("First  Federal"),  Security
         State Bank ("Security"), First Services Financial Limited and Brookings
         Service  Corporation,  for interim  reporting are  consistent  with the
         accounting  policies  followed  for  annual  financial  reporting.  All
         adjustments  that,  in the opinion of  management,  are necessary for a
         fair  presentation  of the results for the periods  reported  have been
         included  in  the   accompanying   unaudited   consolidated   financial
         statements,  and all such adjustments are of a normal recurring nature.
         The accompanying financial statements do not purport to contain all the
         necessary   financial   disclosures   required  by  generally  accepted
         accounting   principles  that  might  otherwise  be  necessary  in  the
         circumstances  and  should be read in  conjunction  with the  Company's
         financial  statements,  and notes thereto, for the year ended September
         30, 1996.

2.       EARNINGS PER SHARE

         Earnings per share is computed by dividing net income by the sum of the
         weighted average number of common shares  outstanding during the period
         and the common  share  equivalents  which would arise from  considering
         dilutive stock options,  which totaled  2,923,736 and 2,687,150  shares
         for the three  months ended  December 31, 1996 and 1995,  respectively.
         The difference  between primary and fully diluted earnings per share is
         not material.  Unallocated shares of common shares held by the employee
         stock ownership plan are not considered  outstanding for the purpose of
         calculating earnings per share.

3.       SUBSEQUENT EVENT

         On November 25, 1996, the Company declared a 50% stock dividend payable
         on January 2, 1997 to  stockholders  of record  December 16, 1996.  The
         stock  dividend is  reflected  in the balance  sheet,  and dividend and
         earnings per share data has been restated for all reported periods.

4.       ACQUISITIONS

         On December 29. 1995, the Company  acquired 100% of the common stock of
         Iowa Bancorp, Inc. ("Iowa Bancorp"),  and its wholly-owned  subsidiary,
         Iowa Savings Bank, a federal savings bank,  ("Iowa Savings") located in
         Des Moines, Iowa, in a purchase transaction with $25 million in assets.
         Each share of Iowa  Bancorp's  common stock was exchanged for $20.39 in
         cash.  The Company paid aggregate  consideration  of  approximately  $8
         million.  Iowa  Bancorp's  results of  operations  are  included in the
         consolidated  income  statement  of  the  Company  beginning  as of the
         purchase date.
<PAGE>
         Presented  below are the  unaudited  consolidated  proforma  results of
         operations of the Company for the three months ended December 31, 1995,
         assuming the Iowa Bancorp  acquisition had occurred as of the beginning
         of the period.
<TABLE>
<CAPTION>
                                                             Three Months Ended
                                                              December 31, 1995
                                                              -----------------
              <S>                                                <C>
              Net interest income                                $ 2,512,000
              Net Income                                             633,000
              Earnings per weighted average common and
                common equivalent share
                   Fully diluted:
                       Net income                                      $0.24
                                                                       =====
</TABLE>
         On September 30, 1996, the Company acquired 100% of the common stock of
         Central West  Bancorporation  ("Central  West"),  and its  wholly-owned
         subsidiary, Security State Bank, located in Stuart, Iowa, in a purchase
         transaction  with $33 million in assets.  Each share of Central  West's
         common stock was  exchanged for $18.04 in cash and 2.3528 shares of the
         Company's common stock. The Company paid approximately $1.3 million and
         issued  171,158 common shares valued at $23 per share for a total value
         of approximately $3.9 million. Central West's results of operations are
         included in the consolidated  income statement of the Company beginning
         as of the purchase date.

         Presented  below are the  unaudited  consolidated  proforma  results of
         operations of the Company for the three months ended December 31, 1995,
         assuming the Central West  acquisition had occurred as of the beginning
         of the period.
<TABLE>
<CAPTION>
                                                             Three Months Ended
                                                              December 31, 1995
                                                              -----------------
              <S>                                                <C>

              Net interest income                                $ 2,619,000
              Net Income                                             755,000
              Earnings per weighted average common and
                common equivalent share
                   Fully diluted:
                       Net income                                      $0.26
                                                                       =====
</TABLE>

5.       SECURITIES

         During the year ended September 30, 1995, the Company  reclassified all
         securities, including mortgage-backed securities, previously designated
         as held to maturity to the available for sale category.  All securities
         acquired subsequent to this  reclassification have also been designated
         as available for sale.
<PAGE>
6.       COMMITMENTS

         At  December  31,  1996  and  September  30,  1996,   the  Company  had
         outstanding  commitments to originate and purchase loans totaling $24.1
         million and $20.7 million, respectively, excluding undisbursed portions
         of loans in process.  It is expected that  outstanding loan commitments
         will be funded with existing liquid assets.

7.       ACCOUNTING STANDARDS IMPLEMENTED

         In March 1995, the Financial  Accounting  Standards Board (FASB) issued
         Statement of Financial  Accounting Standards (SFAS) No. 121, Accounting
         for the Impairment of Long-Lived Assets and for Long-Lived Assets to be
         Disposed  of. SFAS No. 121  establishes  accounting  standards  for the
         impairment of long-lived assets, certain identifiable intangibles,  and
         goodwill  related  to  those  assets  to be  held  and  used,  and  for
         long-lived assets and certain  identifiable  intangibles to be disposed
         of. The Statement  requires  review of such assets  whenever  events or
         changes in circumstances  indicate that the carrying amount of an asset
         may  not  be  recoverable.   Measurement  of  an  impairment  loss  for
         long-lived  assets and identifiable  intangibles that an entity expects
         to hold and use  should be based on the fair  value of the  asset.  The
         Statement  is  effective  for  financial  statements  for fiscal  years
         beginning  after  December 15, 1995.  The Company  adopted SFAS No. 121
         effective  October 1, 1996. The adoption had no material  effect on the
         Company's  financial  position or results of  operations  for the three
         months ended December 31, 1996.

         The FASB issued SFAS No. 122, Accounting for Mortgage Servicing Rights,
         in May  1995.  This  Statement  changes  the  accounting  for  mortgage
         servicing rights retained by the loan originator. Under this Statement,
         an entity that acquires  mortgage  servicing  rights through either the
         purchase  or  origination  of mortgage  loans and sells or  securitizes
         those loans with servicing  rights  retained  should 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. Under current practice, all such costs are assigned to the
         loan.  The costs  allocated  to  mortgage  servicing  rights  are to be
         recorded as a separate  asset and amortized in proportion  to, and over
         the  life of,  the net  servicing  income.  The  carrying  value of the
         mortgage  servicing  rights  are  to  be  periodically   evaluated  for
         impairment.  The  Statement  became  effective  for the  Company  as of
         October 1, 1996.  The  adoption of SFAS No. 122 did not have a material
         effect on the Company's financial position or results of operations for
         the three months ended December 31, 1996.

         In  October  1995,  the  FASB  issued  SFAS  No.  123,  Accounting  for
         Stock-Based  Compensation.  SFAS  No.  123  encourages,  but  does  not
         require,  entities  to use a fair value  based  method to  account  for
         stock-based compensation plans. If the fair value accounting encouraged
         by SFAS No. 123 is not  adopted,  entities  must  disclose the proforma
         effect on net income  and on  earnings  per  common  share had the fair
         value  accounting  been  adopted.  The  proforma  disclosures  are  not
         required in noncomplete interim financial statements.  The Company will
         provide  any  required  proforma  disclosures  in any  future  complete
         financial statements.
<PAGE>
Part I.    Financial Information

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

                          FIRST MIDWEST FINANCIAL, INC.
                                AND SUBSIDIARIES

GENERAL

First  Midwest  Financial,  Inc.  ("First  Midwest" or the  "Company") is a bank
holding  company  whose  primary  assets are First  Federal  Savings Bank of the
Midwest ("First Federal") and Security State Bank ("Security").  The Company was
incorporated  in 1993 as a  unitary  non-diversified  savings  and loan  holding
company and, on September  20, 1993,  acquired all of the capital stock of First
Federal in connection with First Federal's  conversion from mutual to stock form
of ownership.  On September 30, 1996, the Company became a bank holding  company
in conjunction  with the acquisition of Security.  All references to the Company
prior to September  20, 1993,  except where  otherwise  indicated,  are to First
Federal and its subsidiary on a consolidated basis.

The following discussion focuses on the consolidated  financial condition of the
Company and its  subsidiaries,  at December 31, 1996,  compared to September 30,
1996,  and the  consolidated  results of  operations  for the three months ended
December 31, 1996,  compared to the same period in 1995. This discussion  should
be read in  conjunction  with the  Company's  financial  statements,  and  notes
thereto, for the year ended September 30, 1996.


FINANCIAL CONDITION

Total  assets  decreased  by $18.1  million,  or 4.7%,  from  $388.0  million at
September  30, 1996,  to $369.9  million at December  31, 1996.  The decrease is
primarily  attributable to a reduction in the Company's  portfolio of securities
available for sale as a result of maturities, the proceeds of which were used to
repay advances from the Federal Home Loan Bank and other borrowings.

Cash and cash equivalents  decreased $1.9 million, or 12.8%, to $12.8 million at
December 31, 1996,  from $14.6 million at September  30, 1996.  The decrease was
due  primarily to the use of liquid  funds to fund growth in the loan  portfolio
and repayment of short-term borrowings.

The portfolio of securities  available for sale decreased by $17.3  million,  or
15.8%,  to $92.2 million at December 31, 1996,  from $109.4 million at September
30, 1996.  The decrease is the result of the maturity or call of  securities  an
amount that exceeded purchases made during the period.

The portfolio of net loans receivable increased by $532,000,  or 0.2%, to $244.1
million at December 31, 1996,  from $243.5  million at September  30, 1996.  The
increase in loans receivables  reflects  increased  originations of residential,
agricultural,  commercial  business  and  consumer  loans,  and the  purchase of
multi-family residential and commercial real estate loans during the period.

Deposit balances  decreased by $794,000,  or 0.3%, to $232.6 million at December
31, 1996,  from $233.4  million at September 30, 1996.  The decrease in deposits
resulted  from  declines  in  money  market   accounts,   savings  accounts  and
certificates  of deposit,  and was  partially  offset by an increase in checking
accounts.
<PAGE>
The balance in advances from the Federal Home Loan Bank of Des Moines  decreased
by $16.3  million,  or 15.9%,  to $86.0 million at December 31, 1996 from $102.3
million at September  30, 1996.  In addition,  other  borrowings  were repaid in
whole resulting in a decrease of $1.4 million. The decrease in FHLB advances and
other  borrowings  reflects the repayment of short-term  debt that had primarily
been  used  to fund  the  purchase  of  securities  available  for  sale.  These
securities  matured or were called  during the period and the proceeds were used
to repay the borrowings.

Total shareholders'  equity increased by $460,000,  or 1.1%, to $43.7 million at
December  31, 1996 from $43.2  million at September  30,  1996.  The increase in
shareholder's  equity was due to growth in retained  earnings and an increase in
unrealized  appreciation  on  securities  available  for sale.  The increase was
partially  offset by the effect of the  purchase  of treasury  stock  during the
period.

NON-PERFORMING ASSETS AND ALLOWANCE FOR LOAN LOSSES

Non-performing assets at December 31, 1996 totaled $2.8 million,  which reflects
an increase of $57,000,  or 2.1%, from the $2.7 million balance at September 30,
1996. At December 31, 1996,  non-performing  assets included twelve  non-accrual
mortgage  loans  with an  aggregate  outstanding  balance of $2.1  million,  and
fifty-five   non-accrual   consumer  and  commercial  loans  with  an  aggregate
outstanding balance of $600,000. In addition,  non-performing assets at December
31,  1996  included  real estate  owned and other  repossessed  assets  totaling
$63,000, compared to $87,000 at September 30, 1996.

Generally,  when a loan  becomes  delinquent  90  days  or  more,  or  when  the
collection of principal or interest becomes doubtful, the Company will place the
loan on non-accrual  status and, as a result of this action,  previously accrued
interest income on the loan is taken out of current income. The loan will remain
on non-accrual status as long as the loan is 90 days or more delinquent.

The Company  establishes  its provision for possible loan losses,  and evaluates
the  adequacy  of  its  allowance  for  loan  losses  based  upon  a  systematic
methodology consisting of a number of factors including,  among others, historic
loss experience,  the overall level of non-performing  loans, the composition of
its loan portfolio and the general  economic  environment  within which the Bank
and its  borrowers  operate.  As a result  of this  analysis,  the  Company  has
established  an allowance for loan losses at December 31, 1996, of $2.4 million.
The allowance represents  approximately 85.4% of the total non-performing assets
at December 31, 1996.

Financial  Accounting  Standards Board (FASB)  Statement No. 114,  Accounting by
Creditors for  Impairment of a Loan, as amended by Standard No. 118,  Accounting
by Creditors for Impairment of a Loan - Income  Recognition and Disclosure,  was
adopted as of October 1, 1995.  Under this  statement,  loans  considered  to be
impaired  are reduced to the present  value of expected  future cash flows or to
the fair value of collateral,  by allocating a portion of the allowance for loan
losses to such loans. If these  allocations  cause the allowance for loan losses
to require  increase,  such  increase  is reported  as  provision  for loan loss
expense.  The adoption of this statement had no impact on the provision for loan
loss expense for the three month periods ended December 31, 1996 or 1995.
<PAGE>
The following  table sets forth an analysis of the Company's  allowance for loan
losses:
<TABLE>
<CAPTION>
                                                       (In Thousands)
     <S>                                                  <C>
     Balance, September 30, 1996                          $ 2,356
           Charge-offs                                          4
           Transfers to real estate owned                       -
           Recoveries                                           -
           Additions charged to operations                     30
                                                          -------
     Balance, December 31, 1996                           $ 2,382
</TABLE>

Based on currently available information, management believes that the allowance
for loan losses is adequate to absorb potential losses in the portfolio.  Future
additions  to the  allowance  for loan  losses may become  necessary  based upon
changing  economic  conditions,  increased  loan  balances  or  changes  in  the
underlying collateral of the loan portfolio.

RESULTS OF OPERATIONS

General.  Net income for the three  months  ended  December  31, 1996  increased
$176,000,  or 22.7%,  to $953,000 from $777,000  during the same period in 1995.
The  increase in net income is  primarily  due to an  increase  in net  interest
income  resulting  from a  significant  increase in earning  assets  between the
comparable periods. The increase in earning assets is due to the acquisitions of
Iowa Bancorp and Central West and, additionally,  to the growth in the Company's
loan portfolio.

Interest  Income.  Total interest income for the three months ended December 31,
1996  increased by $1.9 million,  or 36.2%,  to $7.3  million,  compared to $5.4
million  during the same period in 1995. The increase is primarily due to a $1.5
million  increase in  interest  income  from the loan  portfolio  and a $395,000
increase in interest income from the portfolio of securities available for sale.
These  increases are due to higher average  portfolio  balances  during the 1996
period  compared  to 1995 as a result of the  acquisitions  of Iowa  Bancorp and
Central West, the increased  origination and purchase of loans, and the purchase
of securities available for sale.

Interest expense. Total interest expense for the three months ended December 31,
1996  increased  by $1.3  million,  or 44.9%,  to $4.3 million from $3.0 million
during the same period in 1995.  The  increase is due to a $784,000  increase in
interest expense on deposits as a result of higher deposit  balances  associated
with the  acquisitions  of Iowa  Bancorp  and Central  West.  In  addition,  the
increase is due to a $545,000  increase in interest expense on FHLB advances and
other  borrowings  as  a  result  of  increased  borrowings  used  to  fund  the
origination  and purchase of loans and the purchase of securities  available for
sale.

Net Interest  Income.  Net interest income  increased by $614,000,  or 25.5%, to
$3.0 million for the three months ended December 31, 1996, from $2.4 million for
the same period in 1995. The increase in net interest income is due primarily to
the overall increase in interest-earning  assets between the comparable periods,
which  resulted  from the  acquisitions  of Iowa  Bancorp and Central  West and,
additionally,  as a result of increases in the loan  portfolio and the portfolio
of securities available for sale.
<PAGE>
Provision for Loan Losses.  For each of the three month  periods ended  December
31,  1996 and 1995,  the  provision  for loan  losses  was  $30,000.  Management
believes,  based on review of historic loan losses, current economic conditions,
the level of non-performing  loans, and other factors, that the current level of
provision  for loan losses,  and the  resulting  level in the allowance for loan
losses,  reflects an adequate  reserve  against  potential  losses from the loan
portfolio.

Non-Interest  Income.  Non-interest  income  increased by $85,000,  or 26.2%, to
$408,000  for the three months ended  December 31, 1996,  from  $323,000 for the
same period in 1995.  The increase  reflects the higher  collection of loan fees
from the  origination  and  purchase of loans and the  increased  collection  of
service charges on deposit accounts.

Non-Interest Expense. Non-interest expense increased $406,000, or 28.9%, to $1.8
million for the three months ended December 31, 1996,  from $1.4 million for the
same period in 1995. The increase in non-interest expense reflects the operation
of additional office facilities associated with the acquisitions of Iowa Bancorp
and Central West.

Income Tax Expense. Income tax expense increased $116,000, or 22.6%, to $628,000
for the three months ended December 31, 1996,  from $512,000 for the same period
in 1995.  The increase is due to the higher level of taxable  income between the
comparable periods.

LIQUIDITY AND CAPITAL RESOURCES

The  Company's  primary  sources of funds are  deposits,  principal and interest
payments  on  loans,  investments  and  mortgage-backed  securities,  and  funds
provided by  operations.  While  scheduled  payments  on loans,  mortgage-backed
securities and short-term  investments  are  relatively  predictable  sources of
funds, deposit flows are greatly influenced by general interest rates,  economic
conditions and competition.

Federal  regulations  require First Federal to maintain minimum levels of liquid
assets.  Currently,  First  Federal is required to maintain  liquid assets of at
least 5% of the average daily balance of net  withdrawable  savings deposits and
borrowings  payable on demand in one year or less during the preceding  calendar
month, of which short-term  liquid assets must comprise not less than 1%. Liquid
assets for purposes of this ratio  include  cash,  certain time  deposits,  U.S.
Government, government agency and corporate securities and obligations generally
having  remaining  terms to maturity of less than five years,  unless  otherwise
pledged. First Federal has historically maintained its liquidity ratio at levels
well in excess of those required. First Federal's regulatory liquidity ratios at
December 31, 1996 and September 30, 1996, were 5.8% and 5.4%, respectively.

The Company uses its capital resources  principally to meet ongoing  commitments
to fund  maturing  certificates  of deposits and loan  commitments,  to maintain
liquidity and to meet operating expenses.  At December 31, 1996, the Company had
commitments to originate and purchase loans totalling $24.1 million. The Company
believes that loan repayment and other sources of funds will be adequate to meet
its foreseeable short- and long-term liquidity needs.

Regulations  require  First  Federal to maintain  minimum  amounts and ratios of
tangible capital and leverage capital to average assets,  and risk-based capital
to risk-weighted  assets.  The following table sets forth First Federal's actual
capital and required  capital  amounts and ratios at December 31, 1996 which, at
that date, exceeded the capital adequacy requirements:
<PAGE>
<TABLE>
<CAPTION>
                                                                  To Be Well
                                            Requirement        Capitalized Under
                                             For Capital       Prompt Corrective                             
                              Actual       Adequacy Purposes   Action Provisions
                         Amount     %        Amount    %          Amount     %
                         ------     -        ------    -          ------     -
<S>                     <C>       <C>       <C>       <C>        <C>       <C>
                                     (Dollars in Thousands)
Tangible Capital        $32,436    9.9%     $ 4,436   1.5%       $ 9,877    3.0%
Leverage Capital        $32,436    9.9%     $ 9,877   3.0%       $19,754    6.0%
Risk-Based Capital      $34,203   16.6%     $16,471   8.0%       $20,589   10.0%
</TABLE>

Regulations  require  Security to maintain  minimum  amounts and ratios of total
risk-based  capital  and Tier 1 capital to  risk-weighted  assets and a leverage
ratio  consisting of Tier 1 capital to average assets.  The following table sets
forth  Security's  actual  capital and  required  capital  amounts and ratios at
December  31,  1996  which,  at  that  date,   exceeded  the  capital   adequacy
requirements:
<TABLE>
<CAPTION>
                                                                   To Be Well
                                               Requirement     Capitalized Under
                                               For Capital     Prompt Corrective
                                Actual      Adequacy Purposes  Action Provisions
                            Amount     %       Amount    %        Amount     %
                            ------     -       ------    -        ------     -
                                         (Dollars in Thousands)
<S>                         <C>      <C>       <C>      <C>       <C>      <C>
Tier 1 Capital (to risk-
  weighted assets)          $3,140   13.3%     $  945   4.0%      $1,418    6.0%
Leverage Capital
  (to average assets)       $3,140    9.0%     $1,392   4.0%      $1,740    5.0%
Risk-Based Capital (to
  risk-weighted assets)     $3,459   14.6%     $1,890   8.0%      $2,363   10.0%
</TABLE>

The Federal  Deposit  Insurance  Corporation  Improvement  Act of 1991  (FDICIA)
established  five  regulatory  capital  categories  and  authorized  the banking
regulators to take prompt  corrective  action with respect to institutions in an
undercapitalized  category.  At December  31, 1996,  First  Federal and Security
exceeded minimum requirements for the well-capitalized category.
<PAGE>


                          FIRST MIDWEST FINANCIAL, INC.

                           PART II - OTHER INFORMATION

                                    FORM 10-Q


Item 6.       Exhibits and Reports on Form 8-K

              (a)  Exhibits:                      None

              (b)  Reports on Form 8-K:

                   First  Midwest filed Form 8-K dated October 1, 1996 to report
                   the  issuance  of  a  press   release  that   announced   the
                   acquisition  of  Central  West  Bancorporation,  the  holding
                   company for Security State Bank, Stuart, Iowa.

                   First Midwest filed Form 8-K dated October 15, 1996 to report
                   the   completion   of  the   acquisition   of  Central   West
                   Bancorporation.

                   First Midwest filed Form 8-K dated October 18, 1996 to report
                   the issuance of a press release that  announced the Company's
                   fourth quarter and fiscal year earnings,  and announced plans
                   to  repurchase   up  to  150,000   shares  of  the  Company's
                   outstanding common stock.

                   First  Midwest  filed  Form 8-K dated  November  25,  1996 to
                   report the  issuance of a press  release that  announced  the
                   payment  of a cash  dividend  of  $.135  per  share,  payable
                   January 2, 1997 to  stockholders  of record on  December  16,
                   1996, and announced the payment of a 50% stock dividend to be
                   paid on January 2, 1997 to  stockholders  of record  December
                   16, 1996.


All other items have been  omitted as not required or not  applicable  under the
instructions.
<PAGE>


                          FIRST MIDWEST FINANCIAL, INC.

                                   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.


                                           FIRST MIDWEST FINANCIAL, INC.



Date: February 11, 1997             By:/s/ James S. Haahr
                                       ------------------
                                           James S. Haahr  
                                           Chairman of the Board,
                                           President and Chief Executive Officer



Date: February 11, 1997             By:/s/ Donald J. Winchell
                                       ----------------------
                                           Donald J. Winchell 
                                           Vice President,
                                           Treasurer and Chief Financial Officer



<TABLE> <S> <C>

<ARTICLE> 9
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          SEP-30-1997
<PERIOD-END>                               DEC-31-1996
<CASH>                                         693,116
<INT-BEARING-DEPOSITS>                       7,136,406
<FED-FUNDS-SOLD>                             4,929,800
<TRADING-ASSETS>                                     0
<INVESTMENTS-HELD-FOR-SALE>                 92,218,350
<INVESTMENTS-CARRYING>                               0
<INVESTMENTS-MARKET>                                 0
<LOANS>                                    246,447,865
<ALLOWANCE>                                  2,381,956
<TOTAL-ASSETS>                             369,885,071
<DEPOSITS>                                 232,612,127
<SHORT-TERM>                                44,739,918
<LIABILITIES-OTHER>                          4,779,499
<LONG-TERM>                                 44,085,005
                                0
                                          0
<COMMON>                                        29,591
<OTHER-SE>                                  43,638,931
<TOTAL-LIABILITIES-AND-EQUITY>             369,885,071
<INTEREST-LOAN>                              5,550,790
<INTEREST-INVEST>                            1,755,139
<INTEREST-OTHER>                                     0
<INTEREST-TOTAL>                             7,305,929
<INTEREST-DEPOSIT>                           2,950,598
<INTEREST-EXPENSE>                           4,288,793
<INTEREST-INCOME-NET>                        3,017,136
<LOAN-LOSSES>                                   30,000
<SECURITIES-GAINS>                                   0
<EXPENSE-OTHER>                              1,813,345
<INCOME-PRETAX>                              1,581,446
<INCOME-PRE-EXTRAORDINARY>                   1,581,446
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   953,216
<EPS-PRIMARY>                                      .33
<EPS-DILUTED>                                      .33
<YIELD-ACTUAL>                                       0
<LOANS-NON>                                  2,704,258
<LOANS-PAST>                                   206,057
<LOANS-TROUBLED>                                     0
<LOANS-PROBLEM>                              1,376,867
<ALLOWANCE-OPEN>                             2,356,113
<CHARGE-OFFS>                                    4,157
<RECOVERIES>                                         0
<ALLOWANCE-CLOSE>                            2,381,956
<ALLOWANCE-DOMESTIC>                         2,381,956
<ALLOWANCE-FOREIGN>                                  0
<ALLOWANCE-UNALLOCATED>                              0
        

</TABLE>


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