FIRST MIDWEST FINANCIAL INC
10-Q, 1998-02-12
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, 1997 

[   ]  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, 1997:
Common Stock, $.01 par value                      2,691,889 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, 1997 and September 30, 1997                 

                  Consolidated Statements of Income for the
                    Three Months Ended December 31, 1997 and 1996               

                  Consolidated Statement of Changes in Shareholders'
                    Equity for the Three Months Ended December 31, 1997         

                  Consolidated Statements of Cash Flows for the
                    Three Months Ended December 31, 1997 and 1996               

                  Notes to Consolidated Financial Statements                    

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

      Item 3.     Quantitative and Qualitative Disclosure  About Market Risk


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 (Unaudited)

                                                                December 31, 1997   September 30, 1997
                                                                -----------------   ------------------
<S>                                                               <C>                <C>
Assets

Cash and cash equivalents ...................................     $  19,963,226      $  12,852,426
Interest-bearing deposits in other financial institutions -
  short-term (cost approximates market value) ...............           200,000            200,000
Securities available for sale, amortized cost of
  $110,366,764 and $114,456,661 .............................       111,968,880        115,985,045
Loans receivable - net of allowances of $2,051,904
  and $2,379,091 ............................................       253,222,855        254,640,971
Foreclosed real estate, net .................................         1,526,211            156,300
Accrued interest receivable .................................         5,784,615          5,366,109
Federal Home Loan Bank stock, at cost .......................         5,629,300          5,629,300
Premises and equipment, net .................................         4,173,198          4,176,311
Excess of cost over net assets acquired .....................         4,771,514          4,862,747
Other assets ................................................           351,738            719,369
                                                                  -------------      -------------
         Total Assets .......................................     $ 407,591,537      $ 404,588,578
                                                                  =============      =============
Liabilities and Shareholders' Equity

                  Liabilities
Deposits ....................................................     $ 259,347,839      $ 246,115,698
Advances from Federal Home Loan Bank ........................        98,073,165        107,426,225
Securities sold under agreements to repurchase ..............         2,058,334          1,800,000
Other borrowings ............................................              --            2,900,000
Advances from borrowers for taxes and insurance .............           541,020            449,487
Accrued interest payable ....................................           983,330          1,065,746
Other liabilities ...........................................         2,465,875          1,354,418
                                                                  -------------      -------------
         Total Liabilities ..................................       363,469,563        361,111,574
                                                                  -------------      -------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                     FIRST MIDWEST FINANCIAL, INC.
                                            AND SUBSIDIARIES
                                Consolidated Balance Sheets (Unaudited)

                                                                December 31, 1997   September 30, 1997
                                                                -----------------   ------------------
<S>                                                               <C>                <C>
                  Shareholders' Equity

Preferred stock, 800,000 shares authorized, no shares
  issued or outstanding .....................................              --                 --
Common stock, $.01 par value, 5,200,000 shares authorized,
  2,957,999 shares issued and 2,691,889 shares outstanding
  at December 31, 1997; 2,957,999 shares issued and
  2,698,904 shares outstanding at September 30, 1997 ........            29,580             29,580
Additional paid-in capital ..................................        21,016,202         20,984,754
Retained earnings - substantially restricted ................        27,093,685         26,427,657
Net unrealized appreciation on securities available for sale,
  net of tax of $596,818 and $568,013 .......................         1,005,298            960,371
Unearned Employee Stock Ownership Plan shares ...............          (517,400)          (567,200)
Treasury stock, 266,110 and 259,095 common shares, at cost ..        (4,505,391)        (4,358,158)
                                                                  -------------      -------------
         Total Shareholders' Equity .........................        44,121,974         43,477,004
                                                                  -------------      -------------
         Total Liabilities and Shareholders' Equity .........     $ 407,591,537      $ 404,588,578
                                                                  =============      =============

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

                                                                 Three Months Ended
                                                                     December 31,
                                                                1997             1996
                                                            -----------      -----------
<S>                                                         <C>              <C>   
Interest and Dividend Income:
    Loans receivable ..................................     $ 5,751,832      $ 5,550,790
    Securities available for sale .....................       2,045,425        1,657,640
    Dividends on FHLB stock ...........................          97,477           97,499
                                                            -----------      -----------
         Total interest and dividend income ...........       7,894,734        7,305,929
                                                            -----------      -----------
Interest Expense:
    Deposits ..........................................       3,222,795        2,950,598
    FHLB advances and other borrowings ................       1,489,844        1,338,195
                                                            -----------      -----------
         Total interest expense .......................       4,712,639        4,288,793
                                                            -----------      -----------
Net interest income ...................................       3,182,095        3,017,136
    Provision for loan losses .........................          35,000           30,000
                                                            -----------      -----------
Net interest income after provision for loan losses ...       3,147,095        2,987,136
                                                            -----------      -----------
Noninterest income:
    Loan fees and service charges .....................         328,208          333,687
    Gain on sale of securities available for sale, net          114,139             --
    Gain (loss) on sales of foreclosed real estate, net          (6,513)            --
    Brokerage commissions .............................          14,251           22,998
    Other income ......................................          39,012           50,970
                                                            -----------      -----------
         Total noninterest income .....................         489,097          407,655
                                                            -----------      -----------
Noninterest expense:
    Employee compensation and benefits ................       1,158,707        1,036,579
    Occupancy and equipment expense ...................         287,196          224,421
    SAIF deposit insurance premium ....................          35,567           95,710
    Data processing expense ...........................          83,010           78,281
    Other expense .....................................         389,571          378,354
                                                            -----------      -----------
         Total noninterest expense ....................       1,954,051        1,813,345
                                                            -----------      -----------
Income before income taxes ............................       1,682,141        1,581,446
    Income tax expense ................................         693,086          628,230
                                                            -----------      -----------
Net income ............................................     $   989,055      $   953,216
                                                            ===========      ===========
Earnings Per Share (see Note 2):
     Basic ............................................     $       .38      $       .34
                                                            ===========      ===========
     Diluted ..........................................     $       .36      $       .33
                                                            ===========      ===========
</TABLE>
The  accompanying  notes are an integral  part of these  consolidated  financial
statements.
<PAGE>
<TABLE>
<CAPTION>
                                                 FIRST MIDWEST FINANCIAL, INC.
                                                        AND SUBSIDIARIES
                             Consolidated Statement of Changes in Shareholders' Equity (Unaudited)
                                          For the Three Months Ended December 31, 1997



                                                                                                   Net             Unearned
                                                                                                Unrealized         Employee
                                                                                               Appreciation          Stock
                                                             Additional                       on Securities        Ownership     
                                             Common           Paid-In          Retained       Available for           Plan       
                                              Stock           Capital          Earnings      Sale, Net of Tax        Shares   
                                          ------------     ------------      ------------      ------------     ------------
<S>                                       <C>              <C>               <C>               <C>              <C>   
Balance at September 30, 1997 .......     $     29,580     $ 20,984,754      $ 26,427,657      $    960,371     $   (567,200)

7,470 common shares committed
to be released under the ESOP .......             --            106,156              --                --             49,800

Cash dividends declared on
common stock ($0.12 per share) ......             --               --            (323,027)             --               --   

Net change in unrealized appreciation
on securities available for sale,
net of tax of $28,805 ...............             --               --                --              44,927             --   

Purchase of 11,800 common
shares of treasury stock ............             --               --                --                --               --   

Exchange of 715 common shares
upon exercise of stock options ......             --               --                --                --               --   

Issuance of 5,500 common
shares from treasury stock due
to exercise of stock options ........             --            (74,708)             --                --               --   

Net income for the three months
ended December 31, 1997 .............             --               --             989,055              --               --   
                                          ------------     ------------      ------------      ------------     ------------

Balance at December 31, 1997 ........     $     29,580     $ 21,016,202      $ 27,093,685      $  1,005,298     $   (517,400)
                                          ============     ============      ============      ============     ============

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                          FIRST MIDWEST FINANCIAL, INC.
                                AND SUBSIDIARIES
      Consolidated Statement of Changes in Shareholders' Equity (Unaudited)
                  For the Three Months Ended December 31, 1997
                                  (continued)


                                                               Total               
                                             Treasury       Shareholders'          
                                               Stock           Equity              
                                          ------------      ------------
<S>                                       <C>               <C>
Balance at September 30, 1997 .......     $ (4,358,158)     $ 43,477,004

7,470 common shares committed
to be released under the ESOP .......             --             155,956

Cash dividends declared on
common stock ($0.12 per share) ......             --            (323,027)

Net change in unrealized appreciation
on securities available for sale,
net of tax of $28,805 ...............             --              44,927

Purchase of 11,800 common
shares of treasury stock ............         (243,950)         (243,950)

Exchange of 715 common shares
upon exercise of stock options ......          (14,658)          (14,658)

Issuance of 5,500 common
shares from treasury stock due
to exercise of stock options ........          111,375            36,667

Net income for the three months
ended December 31, 1997 .............             --             989,055
                                          ------------      ------------

Balance at December 31, 1997 ........     $ (4,505,391)     $ 44,121,974
                                          ============      ============


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

                                                                                   Three Months Ended December 31,
                                                                                        1997              1996
                                                                                   ------------      ------------
<S>                                                                                <C>               <C>
Cash flows from operating activities:
    Net income ...............................................................     $    989,055      $    953,216
    Adjustments to reconcile net income to net cash from operating activities:
      Depreciation, amortization and accretion, net ..........................          254,745           222,446
      Provision for loan losses ..............................................           35,000            30,000
      Gain on sales of securities available for sale, net ....................         (114,139)             --
      Loss on sales of real estate owned, net ................................            6,513              --
      Net change in accrued interest receivable ..............................         (418,506)         (349,303)
      Net change in other assets .............................................          367,631           184,833
      Net change in accrued interest payable .................................          (82,416)          (22,907)
      Net change in accrued expenses and other liabilities ...................        1,082,652          (318,581)
                                                                                   ------------      ------------
              Net cash from operating activities .............................        2,120,535           699,704
                                                                                   ------------      ------------
Cash flows from investing activities:
    Purchase of securities available for sale ................................       (9,992,083)       (1,024,000)
    Proceeds from sales of securities available for sale .....................          322,564              --
    Proceeds from maturities of securities available for sale ................       11,000,000        16,893,776
    Proceeds from principal repayment of mortgage-backed securities ..........        2,897,271         1,750,045
    Net change in loans receivable ...........................................        2,436,156         2,880,568
    Loans purchased ..........................................................       (2,447,787)       (3,370,130)
    Proceeds from sales of foreclosed real estate ............................           78,643            24,126
    Purchase of premises and equipment, net ..................................          (88,479)         (514,979)
                                                                                   ------------      ------------
              Net cash from investing activities .............................        4,206,285        16,639,406
                                                                                   ------------      ------------
Cash flows from financing activities:
    Net change in non-interest bearing demand, savings,
     NOW and money market demand accounts ....................................        4,204,873           283,365
    Net change in other time deposits ........................................        9,027,268        (1,076,965)
    Proceeds from advances from Federal Home Loan Bank .......................       17,000,000        25,000,000
    Payments of advances from Federal Home Loan Bank .........................      (26,353,060)      (41,252,798)
    Net change in securities sold under agreements to repurchase .............          258,334              --
    Net change in other borrowings ...........................................       (2,900,000)       (1,400,000)
    Net change in advances from borrowers for taxes and insurance ............           91,533            80,268
    Cash dividends paid ......................................................         (323,027)         (262,178)
    Proceeds from exercise of stock options ..................................           22,009            34,375
    Purchase of treasury stock ...............................................         (243,950)         (614,507)
                                                                                   ------------      ------------
              Net cash from financing activities .............................          783,980       (19,208,440)
                                                                                   ------------      ------------
Net change in cash and cash equivalents ......................................        7,110,800        (1,869,330)
Cash and cash equivalents at beginning of period .............................       12,852,426        14,628,652
                                                                                   ------------      ------------
Cash and cash equivalents at end of period ...................................     $ 19,963,226      $ 12,759,322
                                                                                   ============      ============
Supplemental disclosure of non-cash investing and financing activities:
    Loans transferred to foreclosed real estate ..............................     $  1,455,067              --
</TABLE>
The  accompanying  notes are an integral  part of these  consolidated  financial
statements.
<PAGE>


                          FIRST MIDWEST FINANCIAL, INC.
                                AND SUBSIDIARIES
             Notes to consolidated Financial Statements (Unaudited)


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
         consolidated  financial  statements,  and notes  thereto,  for the year
         ended September 30, 1997.

2.       EARNINGS PER SHARE

         Basic  and  diluted  earnings  per  share  are  computed  under  a  new
         accounting  standard  effective in the quarter ended December 31, 1997.
         All prior amounts have been restated to be  comparable.  Basic earnings
         per share is based on net income divided by the weighted average number
         of shares  outstanding  during the period.  Diluted  earnings per share
         shows the dilutive  effect of additional  common shares  issuable under
         stock options.

         A reconciliation of the numerators and denominators of the earnings per
         common  share  and  earnings   per  common  share   assuming   dilution
         computations  for the three months ended  December 31, 1997 and 1996 is
         presented below.
<TABLE>
<CAPTION>
                                                           Three Months Ended
                                                              December 31,
                                                       -------------------------
                                                           1997           1996
                                                       ----------     ----------
<S>                                                    <C>            <C>
Earnings Per Share:
       Net Income ................................     $  989,055     $  953,216
                                                       ==========     ==========

       Weighted average common shares
         outstanding .............................      2,612,612      2,797,491
                                                       ==========     ==========

            Earnings Per Share ...................     $     0.38     $     0.34
                                                       ==========     ==========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S>                                                    <C>            <C>
Earnings Per Share Assuming Dilution:
       Net Income ................................     $  989,055     $  953,216
                                                       ==========     ==========

       Weighted average common shares
         outstanding .............................      2,612,612      2,797,491
       Add:  dilutive effects of assumed
         exercises of stock options ..............        160,711        126,248
                                                       ----------     ----------
       Weighted average common and dilutive
         potential common shares outstanding .....      2,773,323      2,923,739
                                                       ==========     ==========

            Earnings Per Share Assuming Dilution .     $     0.36     $     0.33
                                                       ==========     ==========
</TABLE>



         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  prior  reported
         periods.


3.       COMMITMENTS

         At  December  31,  1997  and  September  30,  1997,   the  Company  had
         outstanding  commitments to originate and purchase loans totaling $27.7
         million and $15.8 million, respectively, excluding undisbursed portions
         of loans in process.  It is expected that  outstanding loan commitments
         will be funded with existing liquid assets.
<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.

The following discussion focuses on the consolidated  financial condition of the
Company and its  subsidiaries,  at December 31, 1997,  compared to September 30,
1997,  and the  consolidated  results of  operations  for the three months ended
December 31, 1997,  compared to the same period in 1997. This discussion  should
be read in conjunction with the Company's consolidated financial statements, and
notes thereto, for the year ended September 30, 1997.

FINANCIAL CONDITION

Total  assets  increased  by $3.0  million,  or .74%,  from  $404.6  million  at
September  30, 1997,  to $407.6  million at December  31, 1997.  The increase is
primarily  attributable to an increase in the Company's balance of cash and cash
equivalents  due to an  increase  in  deposit  balances  and a  decrease  in the
portfolio of securities available for sale.

Cash and cash equivalents  increased $7.1 million, or 55.3%, to $20.0 million at
December 31, 1997,  from $12.9 million at September  30, 1997.  The increase was
due to funds  received as a result of retail  deposit  growth and funds received
from  securities  available  for sale that were called  during the  period.  The
increased  balance in cash and cash  equivalents  is expected to be used to fund
loan  commitments,  to  purchase  securities  available  for  sale  and to repay
borrowings.

The portfolio of securities  available for sale decreased $4.0 million, or 3.5%,
to $112.0  million at December 31, 1997,  from $116.0  million at September  30,
1997.  The decrease is the result of securities  sold and called,  and principal
repayments  received on  mortgage-backed  securities  in amounts  that  exceeded
purchases made during the period.

The portfolio of net loans  receivable  decreased by $1.4  million,  or .56%, to
$253.2 million at December 31, 1997,  from $254.6 million at September 30, 1997.
The decrease in loan receivables was partly due to repayments on residential and
commercial real estate loans in amounts greater than  originations and purchases
made and, in addition, to the transfer of loans to foreclosed real estate during
the period.
<PAGE>
Deposit  balances  increased by $13.2  million,  or 5.4%,  to $259.3  million at
December 31, 1997,  from $246.1  million at September 30, 1997.  The increase in
deposit  balances  resulted  from  increases  in all areas of  retail  deposits,
including  checking  accounts,  savings  accounts,  money  market  accounts  and
certificates of deposit,  which increased $3.4 million,  $624,000,  $221,000 and
$9.0  million,  respectively,  between the  comparable  periods.  A  significant
portion of the deposit growth resulted from the Company's  continued emphasis on
enhancement of its retail customer base in the Des Moines, Iowa market area.

The balance in advances from the Federal Home Loan Bank of Des Moines  decreased
by $9.4  million,  or 8.7%,  to $98.1  million at December  31, 1997 from $107.4
million at  September  30,  1997.  The  decrease in FHLB  advances  reflects the
repayment of borrowings from the proceeds of securities called during the period
and funds received as a result of deposit growth.

Other borrowings,  consisting of short-term  borrowings from the Federal Reserve
Bank,  were repay in full during the period,  resulting  in a reduction  of $2.9
million.  These  borrowings  had been used  primarily to fund seasonal  loans to
agricultural customers, which were generally repaid during the period.

Total shareholders'  equity increased by $645,000,  or 1.5%, to $44.1 million at
December  31, 1997 from $43.5  million at September  30,  1997.  The increase in
shareholder's equity was due primarily to earnings during the period, the effect
of which was partially  offset by the purchase of treasury stock and the payment
of a cash dividend to shareholders.


NON-PERFORMING ASSETS AND ALLOWANCE FOR LOAN LOSSES

Non-performing assets at December 31, 1997 totaled $3.0 million,  which reflects
a decrease of $294,000,  or 8.9%, from the $3.3 million balance at September 30,
1997. At December 31, 1997,  non-performing  assets included eleven  non-accrual
mortgage loans with an aggregate  outstanding  balance of $564,000 million,  and
sixty-six  non-accrual  consumer and commercial business loans with an aggregate
outstanding balance of $929,000. In addition,  non-performing assets at December
31, 1997 included real estate owned and other  repossessed  assets totaling $1.5
million  compared to $156,000 at September 30, 1997. The increase in real estate
owned  primarily  results  from the  transfer  to  foreclosed  real  estate of a
commercial real estate  participation loan in the amount of $1.3 million secured
by a 104 unit apartment complex located in Madison, Wisconsin. The Company has a
58% participation interest in this property, which is being marketed for sale.

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 until the loan has been brought  current,  or until other
circumstances  occur  that  provide  adequate  assurance  of full  repayment  of
interest and principal.

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, 1997, of $2.1 million.
The allowance represents  approximately 68.0% of the total non-performing assets
at December 31, 1997.
<PAGE>
The  following  table sets forth an  analysis of the  activity in the  Company's
allowance for loan losses:
<TABLE>
<CAPTION>


                                                           (In Thousands)
<S>                                                            <C>
     Balance, September 30, 1997                               $ 2,379
           Charge-offs                                              39
           Transfers to real estate owned                          328
           Recoveries                                                5
           Additions charged to operations                          35
                                                              --------

     Balance, December 31, 1997                                $ 2,052
                                                               =======
</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, 1997  increased
$36,000,  or 3.8%, to $989,000 from $953,000 during the same period in 1996. The
increase in net income is due to an increase in net interest  income as a result
of higher  balances in average net earning  assets  during 1997  compared to the
same period the previous year. In addition,  noninterest income increased during
the 1997 period as a result of gains on sale of securities available for sale.

Interest and Dividend  Income.  Total interest and dividend income for the three
months ended December 31, 1997 increased by $589,000, or 8.1%, to $7.89 million,
compared to $7.31 million during the same period in 1996. The increase is due to
a higher  average  balance in  interest  earning  assets  during the 1997 period
compared to the previous year resulting  from increased  purchases of securities
available for sale and the origination and purchase of loans.

Interest Expense. Total interest expense for the three months ended December 31,
1997 increased by $424,000,  or 9.9%, to $4.71 million from $4.29 million during
the same period in 1996.  The  increase in  interest  expense  reflects a higher
average  balance in deposit  accounts  during  the 1997  period due to  internal
growth of the deposit portfolio.  In addition,  the increase in interest expense
for 1997 reflects  increased balances of Federal Home Loan Bank advances 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 $165,000,  or 5.5%, to
$3.18 million for the three months ended  December 31, 1997,  from $3.02 million
for the same period in 1996.  The increase in net interest  income is due to the
overall  increase in net earning assets between the  comparable  periods,  which
resulted from  increases in average  balances held in the loan portfolio and the
portfolio of securities available for sale.
<PAGE>
Provision for Loan Losses.  For the three month period ended  December 31, 1997,
the  provision  for loan losses  increased  $5,000,  or 16.7%,  to $35,000  from
$30,000 for the same period in 1996. The increase reflects  management's belief,
based on review of historic loan losses, current economic conditions,  the level
of non-performing loans and other factors, that this level of provision for loan
losses, and the resulting increase in the allowance for loan losses, provides an
adequate reserve against potential losses from the loan portfolio.

Non-Interest  Income.  Non-interest  income  increased by $81,000,  or 20.0%, to
$489,000  for the three months ended  December 31, 1997,  from  $408,000 for the
same period in 1996. The increase in  non-interest  income  reflects the gain on
sales of securities available for sale, which was partially offset by a decrease
in  brokerage  commissions  as a result  of a  decline  in sales of  alternative
investment products through the Company's investment brokerage subsidiary.

Non-Interest Expense. Non-interest expense increased $141,000, or 7.8%, to $1.95
million for the three months ended December 31, 1997, from $1.81 million for the
same period in 1996. The increase in non-interest expense primarily reflects the
operation of an  additional  office  facility  that opened for  operation in Des
Moines,  Iowa during 1997.  The increase was  partially  offset by the effect of
reduced deposit insurance premiums during 1997.

Income Tax Expense.  Income tax expense increased $65,000, or 10.3%, to $693,000
for the three months ended December 31, 1997,  from $628,000 for the same period
in 1996.  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,  borrowings,  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 and early loan repayments 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 4% of the average daily balance of net  withdrawable  savings deposits and
borrowings  payable on demand in one year or less during the preceding  calendar
quarter.  Liquid assets for purposes of this ratio  include  cash,  certain time
deposits,  U.S.  Government,  government  agency and  corporate  securities  and
obligations, unless otherwise pledged. First Federal has historically maintained
its  liquidity  ratio at levels in excess  of those  required.  First  Federal's
regulatory  liquidity  ratios at December 31, 1997 and September 30, 1997,  were
11.8% and 9.8%, 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, 1997, the Company had
commitments to originate and purchase loans totalling $27.7 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.
<PAGE>
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, 1997 which, at
that date, exceeded the capital adequacy requirements:
<TABLE>
<CAPTION>
                                                                                             Minimum
                                                                                           Requirement
                                                                   Minimum                  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>
    Total Capital (to risk
      weighted assets)             $32,013        14.3%      $17,896       8.0%        $22,370         10.0%
    Tier I (Core) Capital (to
      risk weighted assets)        $30,545        13.7%      $ 8,948       4.0%        $13,422          6.0%
    Tier I (Core) Capital (to
      adjusted total assets)       $30,545         8.4%      $10,901       3.0%            N/A          N/A
    Tangible Capital (to
      adjusted total assets)       $30,545         8.4%      $ 5,451       1.5%            N/A          N/A
    Tier I (Core) Capital
      (to average assets)          $30,545         8.4%      $14,492       4.0%        $18,115          5.0%
</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,  1997  which,  at  that  date,   exceeded  the  capital   adequacy
requirements:
<TABLE>
<CAPTION>
                                                                                             Minimum
                                                                                           Requirement
                                                                   Minimum                  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>    
    Total Capital (to risk
      weighted assets)             $3,837      14.9%          $2,067      8.0%          $2,584         10.0%
    Tier I Capital (to risk
      weighted assets)             $3,512      13.6%          $1,033      4.0%          $1,550          6.0%
    Tier I Capital
      (to average assets)          $3,512      10.2%          $1,372      4.0%          $1,715          5.0%
</TABLE>
<PAGE>
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, 1997,  First  Federal and Security
exceeded minimum requirements for the well-capitalized category.


The Year 2000 Issue

The  Company  is aware of the issues  associated  with the  programming  code in
existing  computer systems as the Year 2000 approaches.  The "Year 2000" problem
will affect  virtually  every computer  operation in some way by the rollover of
the two digit value to 00. The issue is whether  computer  systems will properly
recognize date-sensitive information when the year changes to 2000. Systems that
do not properly  recognize such  information  could  generate  erroneous data or
cause a system to fail.

The Company  recognizes the need to ensure its operations  will not be adversely
impacted by Year 2000 software  failures.  The Company has established a process
for evaluating and managing the risks  associated with this issue. An assessment
of the  Year  2000  compliance  of  the  Company's  computer  systems  has  been
completed.  No areas of material  concern  were  identified  as a result of this
assessment.  The Company is requiring its computer  systems and software vendors
to represent that their products are, or will be, Year 2000  compliant,  and has
planned a program for testing of compliance. The financial impact to the Company
and its financial  position or results of operations  can be not be estimated as
of December 31, 1997.
<PAGE>
Part I.  Financial Information
Item 3. Quantitative and Qualitative Disclosure About Market Risk


Market Risk

The Company is exposed to the impact of interest rate changes and changes in the
market value of its investments.

The Company currently focuses lending efforts toward  originating and purchasing
competitively priced  adjustable-rate loan products and fixed-rate loan products
with relatively short terms to maturity, generally 15 years or less. This allows
the Company to maintain a portfolio  of loans which will be sensitive to changes
in the level of interest rates while  providing a reasonable  spread to the cost
of liabilities used to fund the loans.

The Company's primary  objective for its investment  portfolio is to provide the
liquidity  necessary to meet loan funding  needs.  This portfolio is used in the
ongoing  management  of  changes to the  Company's  asset/liability  mix,  while
contributing  to  profitability  through  earnings flow.  The investment  policy
generally  calls for funds to be invested  among various  categories of security
types and  maturities  based upon the Company's  need for  liquidity,  desire to
achieve a proper balance between  minimizing risk while  maximizing  yield,  the
need  to  provide  collateral  for  borrowings,  and to  fulfill  the  Company's
asset/liability management goals.

The  Company's  cost of funds  responds to changes in interest  rates due to the
relatively short-term nature of its deposit portfolio. Consequently, the results
of  operations  are generally  influenced  by the levels of short-term  interest
rates.  The Company  offers a range of  maturities  on its  deposit  products at
competitive rates and monitors the maturities on an ongoing basis.

The Company  emphasizes and promotes its savings,  money market,  demand and NOW
accounts  and,  subject  to market  conditions,  certificates  of  deposit  with
maturities of six months through five years, principally from its primary market
area. The savings and NOW accounts tend to be less  susceptible to rapid changes
in interest rates.

In managing its  asset/liability  mix, the Company,  at times,  depending on the
relationship  between long- and short-term interest rates, market conditions and
consumer  preference,  may place somewhat greater emphasis on maximizing its net
interest margin than on strictly  matching the interest rate  sensitivity of its
assets and liabilities.  Management believes that the increased net income which
may result from an  acceptable  mismatch in the actual  maturity or repricing of
its asset and liability  portfolios  can,  during periods of declining or stable
interest rates,  provide sufficient returns to justify the increased exposure to
sudden and  unexpected  increases in interest rates which may result from such a
mismatch.  The Company  has  established  limits,  which may change from time to
time, on the level of acceptable  interest rate risk. There can be no assurance,
however,  that in the event of an adverse change in interest rates the Company's
efforts to limit interest rate risk will be successful.

Net Portfolio Value The Company uses a Net Portfolio  Value ("NPV")  approach to
the  quantification  of  interest  rate  risk.  This  approach   calculates  the
difference  between the present value of expected cash flows from assets and the
<PAGE>
present  value of expected  cash flows from  liabilities,  as well as cash flows
from  off-balance  sheet  contracts.  Management  of the  Company's  assets  and
liabilities is performed within the context of the marketplace,  but also within
limits  established  by the Board of  Directors  on the  amount of change in NPV
which is acceptable given certain interest rate changes.

Presented  below,  as of December  31,  1997,  is an  analysis of the  Company's
interest  rate risk as  measured  by  changes  in NPV for an  instantaneous  and
sustained  parallel shift in the yield curve, in 100 basis point increments,  up
and down 200 basis points.  As  illustrated  in the table,  the Company's NPV is
more  sensitive  to rising  rate  changes  than  declining  rates.  This  occurs
primarily because,  as rates rise, the market value of fixed-rate loans declines
due both to the rate increase and the related slowing of prepayments. When rates
decline,  the Company does not experience a significant rise in market value for
these loans because  borrowers  prepay at relatively  higher rates. The value of
the  Company's   deposits  and  borrowings  change  in  approximately  the  same
proportion in rising and falling rate scenarios.
<TABLE>
<CAPTION>
                                      At December 31, 1997
         ----------------------------------------------------------------------------
         Change in Interest Rate         Board Limit
              (Basis Points)               % Change         $ Change         % Change
         -------------------               --------         --------         --------
                                                      (Dollars in Thousands)
<S>                                         <C>             <C>               <C>
                  +200 bp                   (40)%           $( 8,320)         (19.2%)
                  +100 bp                   (25)             ( 4,278)           (9.8)
                     0 bp                     -                   -                -
                 - 100 bp                   (10)               4,632            10.7
                 - 200 bp                   (15)               9,603            22.1
</TABLE>



Certain  shortcomings  are  inherent in the method of analysis  presented in the
foregoing table.  For example,  although certain assets and liabilities may have
similar maturities or periods to repricing,  they may react in different degrees
to changes in market interest  rates.  Also, the interest rates on certain types
of assets and liabilities may fluctuate in advance of changes in market interest
rates,  while  interest  rates on other  types may lag behind  changes in market
rates. Additionally, certain assets such as adjustable-rate mortgage loans, have
features which restrict changes in interest rates on a short-term basis and over
the life of the  asset.  Further,  in the event of a change in  interest  rates,
prepayments and early withdrawal  levels would likely deviate from those assumed
in  calculating  the tables.  Finally,  the ability of some borrowers to service
their debt may decrease in the event of an interest rate  increase.  The Company
considers all of these factors in monitoring its exposure to interest rate risk.
<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  November  24,  1997 to
                   report an increase in the Company's  regular  quarterly  cash
                   dividend.


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 12, 1998         By:    /s/ James S. Haahr
                                        ------------------
                                        James S. Haahr, Chairman of the Board,
                                        President and Chief Executive Officer



Date:  February 12, 1998         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-30-1998
<PERIOD-END>                               DEC-31-1997
<CASH>                                       1,054,494
<INT-BEARING-DEPOSITS>                       8,009,620
<FED-FUNDS-SOLD>                            11,099,112
<TRADING-ASSETS>                                     0
<INVESTMENTS-HELD-FOR-SALE>                111,968,880
<INVESTMENTS-CARRYING>                               0
<INVESTMENTS-MARKET>                                 0
<LOANS>                                    255,274,759
<ALLOWANCE>                                  2,051,904
<TOTAL-ASSETS>                             407,591,537
<DEPOSITS>                                 259,347,839
<SHORT-TERM>                                50,258,334
<LIABILITIES-OTHER>                          3,990,225
<LONG-TERM>                                 49,873,165
                                0
                                          0
<COMMON>                                        29,580
<OTHER-SE>                                  44,092,394
<TOTAL-LIABILITIES-AND-EQUITY>             407,591,537
<INTEREST-LOAN>                              5,751,832
<INTEREST-INVEST>                            2,142,902
<INTEREST-OTHER>                                     0
<INTEREST-TOTAL>                             7,894,734
<INTEREST-DEPOSIT>                           3,222,795
<INTEREST-EXPENSE>                           4,712,639
<INTEREST-INCOME-NET>                        3,182,095
<LOAN-LOSSES>                                   35,000
<SECURITIES-GAINS>                             114,139
<EXPENSE-OTHER>                              1,954,051
<INCOME-PRETAX>                              1,682,141
<INCOME-PRE-EXTRAORDINARY>                     989,055
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   989,055
<EPS-PRIMARY>                                      .38
<EPS-DILUTED>                                      .36
<YIELD-ACTUAL>                                       0
<LOANS-NON>                                  1,493,149
<LOANS-PAST>                                         0
<LOANS-TROUBLED>                                     0
<LOANS-PROBLEM>                              1,938,015
<ALLOWANCE-OPEN>                             2,379,091
<CHARGE-OFFS>                                  367,387
<RECOVERIES>                                     5,200
<ALLOWANCE-CLOSE>                            2,051,904
<ALLOWANCE-DOMESTIC>                         1,963,239
<ALLOWANCE-FOREIGN>                                  0
<ALLOWANCE-UNALLOCATED>                         88,665
        

</TABLE>


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