FIRST MIDWEST FINANCIAL INC
10-Q, 1999-05-14
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 March 31, 1999

[   ]  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 registrant 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
                                 --------------
              (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) filed all reports  required to
be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of 1934 during
the preceding  twelve months (or for such shorter period that the registrant was
required  to file  such  reports),  and  (2) has  been  subject  to such  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 March 31, 1999:
- ----------------------------                    ------------------------------
Common Stock, $.01 par value                         2,529,796 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 March 31, 1999 and September 30, 1998             

                  Consolidated Statements of Income for the
                    Three Months and Six Months Ended March 31,
                    1999 and 1998                                        

                  Consolidated Statements of Comprehensive Income
                    for the Three Months and Six Months Ended
                    March 31, 1999 and 1998                              

                  Consolidated Statement of Changes in Shareholders'
                    Equity for the Six Months Ended March 31, 1999       

                  Consolidated Statements of Cash Flows for the
                    Six Months Ended March 31, 1999 and 1998             

                  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)

                                                                           March 31, 1999         September 30, 1998
<S>                                                                        <C>                      <C>           
Assets

Cash and due from banks                                                    $   1,233,660            $      908,984
Interest-bearing deposits in other financial institutions -
  short-term (cost approximates market value)                                  8,672,842                 5,818,460
                                                                            ------------              ------------
         Total cash and cash equivalents                                       9,906,502                 6,727,444
Securities available for sale, amortized cost of
  $157,793,349 and $119,336,365                                              157,784,363               120,609,531
Loans receivable - net of allowances of $2,669,024
  and $2,908,902                                                             286,573,326               270,286,189
Foreclosed real estate, net                                                      217,840                 1,063,317
Accrued interest receivable                                                    3,858,699                 4,968,607
Federal Home Loan Bank stock, at cost                                          7,793,300                 5,505,800
Premises and equipment, net                                                    4,015,989                 4,048,945
Excess of cost over net assets acquired                                        4,315,349                 4,497,815
Other assets                                                                     627,981                   672,747
                                                                           -------------             -------------
         Total Assets                                                       $475,093,349              $418,380,395
                                                                            ============              ============
Liabilities and Shareholders' Equity
                  Liabilities
Deposits                                                                    $298,383,183              $283,858,152
Advances from Federal Home Loan Bank                                         130,699,916                85,263,562
Securities sold under agreements to repurchase                                 2,067,902                 4,074,567
Other borrowings                                                                   -                       550,000
Advances from borrowers for taxes and insurance                                  430,018                   405,218
Accrued interest payable                                                         767,748                   834,741
Other liabilities                                                                632,728                 1,108,592
                                                                              ----------             -------------
         Total Liabilities                                                   432,981,495               376,094,832
                                                                             -----------              ------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                            FIRST MIDWEST FINANCIAL, INC.
                                                   AND SUBSIDIARIES
                                       Consolidated Balance Sheets (Unaudited)
                                                     (continued)

                                                                           March 31, 1999         September 30, 1998
<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 2,529,796  shares  
  outstanding at March 31, 1999;
  2,957,999 shares issued and 2,553,245
  shares outstanding at September 30, 1998                                        29,580                    29,580
Additional paid-in capital                                                    21,244,977                21,330,075
Retained earnings - substantially restricted                                  29,000,795                27,985,814
Accumulated other comprehensive income (loss):
  Unrealized gains (losses) on securities available for sale,
  net of tax of ($2,797) and $474,346                                            (6,189)                   798,820
Unearned Employee Stock Ownership Plan shares                                  (267,150)                 (367,200)
Treasury stock, 428,203 and 404,754 common shares, at cost                   (7,890,159)               (7,491,526)
                                                                           -------------           ---------------
         Total Shareholders' Equity                                           42,111,854                42,285,563
                                                                            ------------              ------------
         Total Liabilities and Shareholders' Equity                         $475,093,349              $418,380,395
                                                                            ============              ============
</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             Six Months Ended
                                                                    March 31,                      March 31,
                                                               1999          1998            1999            1998
                                                            ----------     ----------     -----------     -----------
<S>                                                         <C>            <C>            <C>             <C>        
Interest and Dividend Income:
    Loans receivable ..................................     $5,748,647     $5,700,185     $11,780,103     $11,452,017
    Securities available for sale .....................      2,723,478      2,051,050       5,354,114       4,096,475
    Dividends on Federal Home Loan Bank stock .........        113,134         88,546         212,166         186,023
                                                            ----------     ----------     -----------     -----------
         Total interest and dividend income ...........      8,585,259      7,839,781      17,346,383      15,734,515
                                                            ----------     ----------     -----------     -----------
Interest Expense:
    Deposits ..........................................      3,552,305      3,265,793       7,199,726       6,488,588
    Other borrowings ..................................      1,920,532      1,356,978       3,615,368       2,846,822
                                                            ----------     ----------     -----------     -----------
         Total interest expense .......................      5,472,837      4,622,771      10,815,094       9,335,410
                                                            ----------     ----------     -----------     -----------
Net interest income ...................................      3,112,422      3,217,010       6,531,289       6,399,105
    Provision for loan losses .........................        358,000      1,545,000         601,000       1,580,000
                                                            ----------     ----------     -----------     -----------
Net interest income after provision for loan losses ...      2,754,422      1,672,010       5,930,289       4,819,105
                                                            ----------     ----------     -----------     -----------
Non-interest income:
    Loan fees and deposit account service charges .....        335,669        281,097         695,217         609,305
    Gain on sales of securities available for sale, net        271,645        108,786         293,756         222,925
    Brokerage commissions from subsidiary .............         16,475         29,817          31,389          44,068
    Other .............................................         22,643         40,679          74,101          73,178
                                                            ----------     ----------     -----------     -----------
         Total non-interest income ....................        646,432        460,379       1,094,463         949,476
                                                            ----------     ----------     -----------     -----------
Non-interest expense:
    Compensation and benefits .........................      1,254,958      1,146,330       2,481,750       2,305,037
    Occupancy and equipment ...........................        292,254        277,406         575,425         564,602
    Federal deposit insurance .........................         39,819         38,523          74,785          74,090
    Data processing ...................................         89,140         89,740         187,106         172,750
    Other .............................................        452,643        396,264         916,886         785,835
                                                            ----------     ----------     -----------     -----------
         Total non-interest expense ...................      2,128,814      1,948,263       4,235,952       3,902,314
                                                            ----------     ----------     -----------     -----------
Income before income taxes ............................      1,272,040        184,126       2,788,800       1,866,267
    Income tax expense ................................        512,540        137,810       1,120,783         830,896
                                                            ----------     ----------     -----------     -----------
Net income ............................................     $  759,500     $   46,316     $ 1,668,017     $ 1,035,371
                                                            ==========     ==========     ===========     ===========
Earnings Per Share (see Note 2):
    Basic .............................................     $      .31     $      .02     $       .68     $       .40
                                                            ==========     ==========     ===========     ===========
    Diluted ...........................................     $      .30     $      .02     $       .66     $       .37
                                                            ==========     ==========     ===========     ===========
</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 Comprehensive Income (Unaudited)


                                                        Three Months Ended             Six Months Ended
                                                             March 31,                      March 31,
                                                        1999          1998            1999             1998
                                                     ---------      ---------      -----------      ----------- 
<S>                                                  <C>            <C>            <C>              <C>        
Net income .....................................     $ 759,500      $  46,316      $ 1,668,017      $ 1,035,371
                                                     ---------      ---------      -----------      -----------

Other comprehensive income (loss):
    Change in unrealized gains or losses on
     securities available for sale .............      (321,875)      (400,295)      (1,282,152)        (326,563)
    Less deferred income tax provision (benefit)      (119,802)      (148,960)        (477,143)        (120,155)
                                                     ---------      ---------      -----------      -----------

    Net other comprehensive income (loss) ......      (202,073)      (251,335)        (805,009)        (206,408)
                                                     ---------      ---------      -----------      -----------

Comprehensive income (loss) ....................     $ 557,427      $(205,019)     $   863,008      $   828,963
                                                     =========      =========      ===========      ===========


</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 Six Months Ended March 31, 1999

                                                                                              Unearned
                                                                              Accumulated     Employee
                                                                                 Other         Stock
                                               Additional                    Comprehensive   Ownership                     Total
                                   Common        Paid-In        Retained        Income,         Plan      Treasury     Shareholders'
                                   Stock         Capital        Earnings      Net of Tax       Shares       Stock          Equity
                                 ---------    -----------     -----------     ---------     ---------   -----------     -----------
<S>                              <C>          <C>             <C>             <C>           <C>         <C>             <C>        
Balance at September 30, 1998    $  29,580    $21,330,075     $27,985,814     $ 798,820     $(367,200)  $(7,491,526)    $42,285,563

15,000 common shares committed
to be released under the ESOP            -        136,928               -             -       100,050             -         236,978

Cash dividends declared on
common stock ($0.26 per share)           -              -        (653,036)            -             -             -        (653,036)

Purchase of 46,500 common
shares of treasury stock                 -              -               -             -             -       (790,500)      (790,500)

Issuance of 23,051 common
shares from treasury stock due
to exercise of stock options             -       (222,026)              -             -             -        391,867        169,841

Change in unrealized gain on
securities available for sale,
net of income tax of ($477,143)          -              -               -      (805,009)            -             -        (805,009)

Net income for the six months
ended March 31, 1999                     -              -       1,668,017             -             -             -       1,668,017
                                 ---------    -----------     -----------     ---------     ---------   -----------     -----------

Balance at March 31, 1999        $  29,580    $21,244,977     $29,000,795     $  (6,189)    $(267,150)  $(7,890,159)    $42,111,854
                                 =========    ===========     ===========     =========     =========   ===========     ===========

</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)

                                                                                        Six Months Ended March 31,
                                                                                         1999               1998
                                                                                     -------------      ------------
<S>                                                                                 <C>                <C>        
Cash flows from operating activities:
    Net income .................................................................     $   1,668,017      $  1,035,371
    Adjustments to reconcile net income to net cash from operating activities:
      Depreciation, amortization and accretion, net ............................           727,714           652,563
      Provision for loan losses ................................................           601,000         1,580,000
      Gain on sales of securities available for sale, net ......................          (293,755)         (222,925)
      Loss on sales of real estate owned, net ..................................            (1,750)           11,093
      Proceeds from sales of loans held for sale ...............................         1,000,000         2,341,180
      Originations of loans held for sale ......................................        (1,000,000)       (2,341,180)
      Net change in accrued interest receivable ................................         1,109,908         1,069,715
      Net change in other assets ...............................................            44,766           337,680
      Net change in accrued interest payable ...................................           (66,993)         (168,933)
      Net change in accrued expenses and other liabilities .....................             1,304           481,288
                                                                                     -------------      ------------
              Net cash from operating activities ...............................         3,790,211         4,775,852
                                                                                     -------------      ------------

Cash flows from investing activities:
    Purchase of securities available for sale ..................................       (19,308,844)      (21,463,483)
    Purchase of mortgage-backed securities available for sale ..................       (61,618,382)      (30,260,583)
    Purchase of Federal Home Loan Bank stock ...................................        (2,287,500)           (6,200)
    Proceeds from sales of securities available for sale .......................        23,166,846         6,788,526
    Proceeds from maturities of securities available for sale ..................        10,200,000        31,500,000
    Proceeds from principal repayment of mortgage-backed securities ............         9,229,127         6,526,071
    Net change in loans receivable .............................................        13,009,040        18,085,991
    Loans purchased ............................................................       (30,111,614)      (13,783,790)
    Proceeds from sales of foreclosed real estate ..............................         1,102,001           162,028
    Purchase of premises and equipment, net ....................................          (147,653)         (119,611)
                                                                                     -------------      ------------
              Net cash from investing activities ...............................       (56,766,979)       (2,571,051)
                                                                                     -------------      ------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                 FIRST MIDWEST FINANCIAL, INC.
                                                        AND SUBSIDIARIES
                                       Consolidated Statements of Cash Flows (Unaudited)
                                                          (continued)

                                                                                        Six Months Ended March 31,
                                                                                         1999               1998
                                                                                     -------------      ------------
<S>                                                                                 <C>                <C>        
Cash flows from financing activities:
    Net change in non-interest bearing demand, savings,
     NOW and money market demand accounts ......................................         3,043,296         6,166,800
    Net change in other time deposits ..........................................        11,481,735        11,801,789
    Proceeds from advances from Federal Home Loan Bank .........................       206,600,000        56,100,000
    Payments of advances from Federal Home Loan Bank ...........................      (161,163,646)      (70,956,182)
    Net change in securities sold under agreements to repurchase ...............        (2,006,665)        1,168,334
    Net change in other borrowings .............................................          (550,000)       (2,900,000)
    Net change in advances from borrowers for taxes and insurance ..............            24,800            36,673
    Cash dividends paid ........................................................          (653,036)         (642,824)
    Proceeds from exercise of stock options ....................................           169,842            28,695
    Purchase of treasury stock .................................................          (790,500)       (1,320,325)
                                                                                     -------------      ------------
              Net cash from financing activities ...............................        56,155,826          (517,040)
                                                                                     -------------      ------------
Net change in cash and cash equivalents ........................................         3,179,058         1,687,761
Cash and cash equivalents at beginning of period ...............................         6,727,444        12,852,426
                                                                                     -------------      ------------
Cash and cash equivalents at end of period .....................................     $   9,906,502      $ 14,540,187
                                                                                     =============      ============

Supplemental disclosure of non-cash investing and
  financing activities:
    Loans transferred to foreclosed real estate ................................     $     254,774      $  1,571,930
</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, 1998.

         Comprehensive  Income:  Comprehensive income consists of net income and
         other comprehensive income. Other comprehensive income includes the net
         change  in  unrealized   appreciation   (depreciation)   on  securities
         available for sale, net of tax, which is also  recognized as a separate
         component  of  shareholders'   equity.  The  accounting  standard  that
         requires  reporting  of  comprehensive  income  first  applied  for the
         quarter ended December 31, 1998, with prior information  restated to be
         comparable.

2.       EARNINGS PER SHARE

         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  basic
         earnings  per  common  share and  earnings  per common  share  assuming
         dilution  computations  for the three months and six months ended March
         31, 1999 and 1998 is presented below.

<PAGE>
<TABLE>
<CAPTION>
                                                  Three Months Ended                Six Months Ended
                                                       March 31,                         March 31,
                                             ----------------------------      ----------------------------
                                                 1999             1998             1999             1998
                                             -----------      -----------      -----------      -----------
<S>                                          <C>              <C>              <C>              <C>        
Basic Earnings Per Common Share:
 Numerator:
   Net Income ..........................     $   759,500      $    46,316      $ 1,668,017      $ 1,035,371
                                             ===========      ===========      ===========      ===========

 Denominator:
   Weighted average common
       shares outstanding ..............       2,519,436        2,664,178        2,516,048        2,679,856
   Less: Weighted average
       unallocated ESOP shares .........         (45,080)         (75,080)         (48,871)         (78,872)
                                             -----------      -----------      -----------      -----------
   Weighted average common shares
       outstanding for basic earnings
       per share .......................       2,474,356        2,589,098        2,467,177        2,600,984
                                             ===========      ===========      ===========      ===========

   Basic earnings per common share .....     $      0.31      $      0.02      $      0.68      $      0.40
                                             ===========      ===========      ===========      ===========


Diluted Earnings Per Common Share:
  Numerator:
   Net Income ..........................     $   759,500      $    46,316      $ 1,668,017      $ 1,035,371
                                             ===========      ===========      ===========      ===========

  Denominator:
   Weighted average common
       shares outstanding for basic
       earnings per common share .......       2,474,356        2,589,098        2,467,177        2,600,984
   Add: Dilutive effects of assumed
       exercises of stock options ......          75,889          173,534           78,782          167,425
                                             -----------      -----------      -----------      -----------
   Weighted average common and
       dilutive potential common
       shares outstanding ..............       2,550,245        2,762,632        2,545,959        2,768,409
                                             ===========      ===========      ===========      ===========

       Diluted earnings per common share     $      0.30      $      0.02      $      0.66      $      0.37
                                             ===========      ===========      ===========      ===========
</TABLE>
3.       COMMITMENTS

         At March 31, 1999 and September 30, 1998,  the Company had  outstanding
         commitments  to originate and purchase loans totaling $21.2 million and
         $27.4 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


                          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 March 31, 1999, compared to September 30, 1998,
and the  consolidated  results of operations for the three months and six months
ended March 31,  1999,  compared to the same  periods in 1998.  This  discussion
should  be  read  in  conjunction  with  the  Company's  consolidated  financial
statements, and notes thereto, for the year ended September 30, 1998.

FINANCIAL CONDITION

Total  assets  increased  by $56.7  million,  or 13.6%,  from $418.4  million at
September  30,  1998,  to $475.1  million at March 31,  1999.  The  increase was
attributable to an increase in the Company's net loans receivable and securities
available  for sale,  which was funded  through  internal  growth of the deposit
portfolio and through Federal Home Loan Bank advances.

Cash and cash equivalents  increased $3.2 million,  or 47.8%, to $9.9 million at
March 31, 1999, from $6.7 million at September 30, 1998. The increase was due to
the  accumulation  of liquid  funds  from  repayments  of loans  receivable  and
internal growth in deposits during the period.

The  portfolio of securities  available for sale  increased  $37.2  million,  or
30.8%, to $157.8 million at March 31, 1999, from $120.6 million at September 30,
1998. The increase was the result of securities  purchased  during the period in
an amount greater than sales,  maturities and principal  repayments  received on
securities.   Securities  purchased  during  the  period  consist  primarily  of
fixed-rate  mortgage-backed  securities,  and were funded by  advances  from the
Federal Home Loan Bank of Des Moines and through internal deposit growth.

The portfolio of net loans  receivable  increased by $16.3 million,  or 6.0%, to
$286.6 million at March 31, 1999, from $270.3 million at September 30, 1998. The
increase was due to increases in  residential  mortgage  loans,  commercial  and
multi-family real estate loans, and commercial  business loans in the amounts of
$24.4  million,  $3.5  million,  and  $442,000,  respectively.  The  increase in
residential  mortgage loans was due primarily to the purchase of adjustable-rate
loans  totaling  $25.5  million  during the  period.  The  increase in net loans
receivable was partially  offset by decreases in consumer loans and agricultural
loans in the  amounts  of $3.9  million  and  $8.4  million,  respectively.  The
decrease in consumer  loans was primarily due to  prepayments as a result of the
relatively low interest rate  environment.  The reduction in agricultural  loans
was  primarily  due  to  seasonal   repayment  of  loans  used  in  agricultural
operations.
<PAGE>
Deposit balances increased by $14.5 million, or 5.1%, to $298.4 million at March
31, 1999,  from $283.9  million at September  30, 1998.  The increase in deposit
balances resulted from increases in checking accounts, money market accounts and
certificates of deposit, which increased by $2.8 million, $12.1 million and $1.1
million,  respectively.  This increase  resulted from the Company's  emphasis on
promoting  transaction  accounts that generally carry a lower interest cost. The
increase was partially offset by a decrease in savings accounts in the amount of
$1.5 million.

The balance in advances  from the  Federal  Home Loan Bank of Des Moines  (FHLB)
increased by $45.4 million,  or 53.2%,  to $130.7 million at March 31, 1999 from
$85.3 million at September  30, 1998.  The increase in FHLB advances was used to
fund  the  purchase  of  residential  mortgage  loans  and  available  for  sale
securities.

Other borrowings,  consisting of short-term  borrowings from the Federal Reserve
Bank,  were  reduced to zero at March 31, 1999 from  $550,000 at  September  30,
1998.  The reduction was due to repayment of these  short-term  borrowings  used
primarily to fund seasonal loans to agricultural customers.

Total  shareholders'  equity  decreased  $174,000,  or 0.4%, to $42.1 million at
March 31,  1999 from $42.3  million at  September  30,  1998.  The  decrease  in
shareholders'  equity was due to the purchase of treasury stock,  the payment of
cash  dividends  to  shareholders,  and the  reduction  of  unrealized  gains on
securities  available for sale in an aggregate amount that exceeded net earnings
during the period.

NON-PERFORMING ASSETS AND ALLOWANCE FOR LOAN LOSSES

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.
<PAGE>
The following table sets forth the Company's loan  delinquencies by type, before
allowance  for loan  losses,  by amount and by  percentage  of type at March 31,
1999. At March 31, 1999, loans delinquent 30 days and over totaled 4.7% of total
loans as compared to 6.2% at September 30, 1998.
<TABLE>
<CAPTION>
                                                                        Loans Delinquent For:
                                              30-59 Days                     60-89 Days                  90 Days and Over
                                     ----------------------------     ---------------------------     ----------------------------
                                                         Percent                         Percent                          Percent
                                                            of                              of                               of
                                     Number    Amount    Category     Number    Amount   Category     Number   Amount     Category
                                     ------    ------    --------     ------    ------   --------     ------   ------     --------
                                                                   (Dollars in Thousands)
<S>                                    <C>    <C>            <C>        <C>    <C>           <C>        <C>    <C>           <C> 
Real Estate:
  One-to-four family ........          27     $1,323         1.18%      21     $  755        0.67%      17     $  766        0.68%
  Commercial and multi-family           5      2,671         2.67        0          0        0.00        3      1,402        1.39   
  Agricultural real estate ..          10      1,122        11.19        2         36        0.36        0          0        0.00   
Consumer ....................          58        399         1.79       14         92        0.41       35        176        0.79   
Agricultural operating ......          44      3,090        10.52       15        408        1.39       33        660        2.25   
Commercial business .........           7         87         0.38        2         49        0.22       10        816        3.70   
                                      ---     ------                    --     ------                   --     ------ 
    Total ...................         151     $8,692         2.93%      54     $1,340        0.45%      98     $3,820        1.29%  
                                      ===     ======                    ==     ======                   ==     ======           
                                                                       
                                                                                                   
</TABLE>

At March 31, 1999,  commercial and multi-family  real estate loans delinquent 30
days and over  totaled  $4.1  million,  or 1.4% of the total loan  portfolio  as
compared  to $9.3  million,  or 3.3% of  total  loans  at  September  30,  1998.
Multi-family  and commercial real estate loans generally  present a higher level
of risk than loans secured by one- to four-family residences.  This greater risk
is due to several factors, including the concentration of principal in a limited
number of loans and  borrowers,  the effect of general  economic  conditions  on
income  producing  properties  and the increased  difficulty  of evaluating  and
monitoring  these  types of loans.  The  majority  of the  Company's  delinquent
commercial   and   multi-family   real  estate  loans  have  been  purchased  as
participations with other lenders, are serviced by other lenders and are secured
by properties  outside the Company's  primary market area. These loans are being
closely  monitored by  management,  however,  there can be no assurance that all
loans will be fully collectible.

At March 31, 1999,  agricultural  operating  loans  delinquent  30 days and over
totaled $4.2  million,  or 1.4% of the total loan  portfolio as compared to $3.2
million,  or 1.1% of total loans at September 30, 1998. A substantial  number of
the  Company's  agricultural  operating  loans come up for  renewal on an annual
basis during the quarter  ending March 31. These loans are reviewed in detail to
determine the appropriate  level of continued  financing to be provided based on
the borrower's  current situation.  In several instances,  loans became past due
prior to the review process being completed.  This is reflected in the increased
level of  deliquencies at March 31, 1999. The majority of these loans have since
been renewed and are no longer delinquent.
<PAGE>
Agricultural  lending involves a greater degree of risk than one- to four-family
residential  mortgage  loans  because of the typically  larger loan amounts.  In
addition,  payments  on loans  are  dependent  on the  successful  operation  or
management of the farm property securing the loan or for which an operating loan
is utilized. The success of the loan may also be affected by factors outside the
control  of the  agricultural  borrower,  such  as the  weather  and  grain  and
livestock  prices.  Although  management  believes  the  Company's  portfolio of
agricultural  real estate and operating  loans is well structured and adequately
secured, there can be no assurance that all loans will be fully collectible.

The table below sets forth the amounts and categories of  non-performing  assets
in the Company's loan  portfolio.  Foreclosed  assets include assets acquired in
settlement of loans.
<TABLE>
<CAPTION>
                                                      March 31, 1999      September 30, 1998
                                                      --------------      ------------------
                                                              (Dollars in Thousands)
<S>                                                       <C>                   <C>             
Non-accruing loans:
     One-to four family ..........................        $  766                $  298          
     Commercial and multi-family .................         1,402                   777          
     Consumer ....................................           174                   142          
     Agricultural operating ......................           660                 1,738          
     Commercial business .........................           816                   209          
                                                          ------                ------          
       Total non-accruing loans ..................         3,818                 3,164          
                                                                                                
Accruing loans delinquent 90 days or more ........             2                 3,905          
                                                          ------                ------          
       Total non-performing loans ................         3,820                 7,069          
                                                          ------                ------          
                                                                                                
Foreclosed assets:                                                                              
     One- to four family .........................           158                    19          
     Commercial real estate ......................          --                   1,324          
     Consumer ....................................            60                    19          
                                                          ------                ------          
       Total .....................................           218                 1,362          
     Less: Allowance for losses ..................          --                     299          
                                                          ------                ------          
       Total .....................................           218                 1,063          
                                                          ------                ------          
Total non-performing assets ......................        $4,038                $8,132          
                                                          ======                ======          
                                                                                                
Total as a percentage of total assets ............          0.85%                 1.94%         
                                                          ======                ======          
                                                                              
</TABLE>

For the three  months ended March 31, 1999,  gross  interest  income which would
have been recorded had the  non-accruing  loans been current in accordance  with
their  original  terms  amounted  to  approximately  $99,000,  of which none was
included in interest income.
<PAGE>
Other  Loans of  Concern.  At March 31,  1999,  there were loans  totaling  $3.1
million not included in the table above where known  information  about possible
credit problems of borrowers caused management to have concern as to the ability
of the borrower to comply with the present  loan  repayment  terms.  This amount
consisted of six one- to  four-family  residential  real estate  loans  totaling
$200,000,  two commercial real estate loans totaling $320,000,  seven commercial
business loans totaling  $334,000,  eight consumer loans totaling  $64,000,  and
thirty  agricultural  loans totaling $2.2 million.  At September 30, 1998, other
loans of concern totaled $3.9 million.

Classified Assets.  Federal  regulations provide for the classification of loans
and other assets as "substandard",  "doubtful" or "loss",  based on the level of
weakness  determined  to be  inherent in the  collection  of the  principal  and
interest.  When loans are  classified  as either  substandard  or doubtful,  the
Company may  establish  general  allowances  for loan losses in an amount deemed
prudent by management.  General allowances  represent loss allowances which have
been  established  to  recognize  the  inherent  risk  associated  with  lending
activities,  but which, unlike specific  allowances,  have not been allocated to
particular  problem  loans.  When assets are  classified as loss, the Company is
required either to establish a specific  allowance for loan losses equal to 100%
of that portion of the loan so  classified,  or to charge-off  such amount.  The
Company's  determination as to the classification of its loans and the amount of
its valuation  allowances are subject to review by its  regulatory  authorities,
who may  require  the  establishment  of  additional  general or  specific  loss
allowances.

On the basis of management's  review of its loans and other assets, at March 31,
1999,  the  Company  had  classified  a total of $5.6  million  of its assets as
substandard,   $540,000   as   doubtful   and  none  as  loss  as   compared  to
classifications  at  September  30, 1998 of $6.4 million  substandard,  $835,000
doubtful and none as loss.

Allowance for Loan Losses.  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.

Current economic  conditions in the agricultural  sector of the Company's market
area indicate potential weakness due to historically low commodity prices. Price
levels  for grain  crops and  livestock  have  generally  been  depressed  since
mid-1998.  Livestock  prices  have  recovered  to some  extent,  but  are  still
relatively low. Grain crop prices remain at historically  low levels and are not
expected to increase significantly in the near term. The agricultural economy is
accustomed to commodity price  fluctuations and is generally able to handle such
fluctuations without significant  problem.  Although the Company underwrites its
agricultural  loans based on the current level of commodity  prices, an extended
period of low commodity prices could result in weakness in the agricultural loan
portfolio that could create a need for the Company to increase its allowance for
loan losses through increased charges to provision for loan losses.

At March 31, 1999,  the Company has  established  an  allowance  for loan losses
totaling $2.7 million. The allowance  represents  approximately 70% of the total
non-performing loans at March 31, 1999.
<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, 1998                                        $ 2,909
           Charge-offs                                                    (855)
           Recoveries                                                        14
           Additions charged to operations                                  601
                                                                        -------

     Balance, March 31, 1999                                            $ 2,669
                                                                        =======
</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.  For the three months ended March 31,  1999,  the Company  recorded net
income of  $760,000  compared  to net income of $46,000  for the same  period in
1998.  For the six months  ended  March 31,  1999,  net  income  was  $1,668,000
compared to $1,035,000  for the same period in 1998.  The increase in net income
for both periods  reflects an  additional  charge to  provision  for loan losses
during the 1998 periods in the amount of  $1,500,000,  or $940,000 net of income
taxes, related to management's  determination to increase the allowance for loan
losses as a result of  mismanagement  and possible fraud by one loan officer who
is no longer with the Company.

Interest and Dividend  Income.  Total interest and dividend income for the three
months  ended March 31, 1999  increased  by $745,000,  or 9.5%,  to  $8,585,000,
compared to $7,840,000  during the same period in 1998. For the six months ended
March 31, 1999, interest and dividend income increased $1,611,000,  or 10.2%, to
$17,346,000 from $15,735,000  during 1998. The increase for both periods was due
to higher balances in interest  earning assets during the 1999 periods  compared
to the previous year as a result of increased purchases of securities  available
for sale and the increased origination and purchase of loans.

Interest  Expense.  Total interest  expense for the three months ended March 31,
1999 increased by $850,000,  or 18.4%, to $5,473,000 from $4,623,000  during the
same period in 1998. For the six months ended March 31, 1999,  interest  expense
increased  $1,480,000,  or 15.9%,  to $10,815,000  from  $9,335,000 for the same
period in 1998.  The increase in interest  expense for both  periods  reflects a
higher  average  balance in deposit  accounts  during  the 1999  periods  due to
internal growth of the deposit  portfolio.  In addition,  the increase  reflects
increased  balances in Federal Home Loan Bank advances used to fund the purchase
of securities available for sale and the origination and purchase of loans.
<PAGE>
Net Interest  Income.  Net interest  income  decreased by $105,000,  or 3.3%, to
$3,112,000  for the three  months ended March 31, 1999 from  $3,217,000  for the
same period in 1998.  For the six months  ended  March 31,  1999,  net  interest
income increased  $132,000,  or 2.1%, to $6,531,000 from $6,399,000 for the same
period in 1998.  The decrease in net interest  income for the three month period
reflects   the  general   reduction  of  the   interest   rate  spread   between
interest-earning assets and interest-bearing liabilities due to the historically
low interest  rate  environment.  As  borrowers  have taken the  opportunity  to
refinance  higher yielding  loans,  these loans have been replaced at relatively
lower  interest  rates thus  reducing the  Company's  overall  yield on its loan
portfolio.  As  interest-bearing  liabilities  continue  to reprice in the lower
interest rate  environment,  the Company's cost of funds is also declining.  The
reduction  in cost of funds,  however,  has not occurred at the same pace as the
reduction in the yield on assets.  The  increase in net interest  income for the
six month period is due to the overall  increase in net earning  assets  between
the  comparable  periods,  which was  partially  offset by the  reduction in the
spread between interest-earning assets and interest-bearing liabilities.

Provision for Loan Losses. For the three month and six month periods ended March
31, 1999, the provision for loan losses was $358,000 and $601,000, respectively.
For the comparable periods in 1998, the provision for loan losses was $1,545,000
and  $1,580,000,  respectively.  The decrease  reflects an additional  charge to
provision  for loan  losses  taken  during  the 1998  periods  as a result of an
increase  in the level of  classified  assets and the related  determination  by
management that the allowance for loan losses should be increased.

Non-Interest  Income.  Non-interest  income increased by $186,000,  or 40.4%, to
$646,000 for the three months ended March 31, 1999,  from  $460,000 for the same
period in 1998.  For the six months  ended March 31, 1999,  non-interest  income
increased $145,000, or 15.3%, to $1,094,000 from $949,000 for the same period in
1998. The increase in non-interest  income for both periods  reflects the higher
collection  of fees from the  origination,  purchase  and  prepayment  of loans,
service  charges  on  deposit  accounts,  and the gain on  sales  of  securities
available for sale.

Non-Interest  Expense.  Non-interest  expense  increased  $181,000,  or 9.3%, to
$2,129,000  for the three months ended March 31, 1999,  from  $1,948,000 for the
same  period in 1998.  For the six months  ended  March 31,  1999,  non-interest
expense increased $334,000,  or 8.6%, to $4,236,000 from $3,902,000 for the same
period in 1998.  The  increase in  non-interest  expense for both periods is due
primarily  to  recruitment,  compensation,  and  benefits  expenses  related  to
additions to the  Company's  staff of officers and  employees.  The additions to
staff reflect the Company's  previous growth and enhances the level of expertise
available to support continued growth in the future.

Income Tax  Expense.  Income tax expense was $513,000 for the three months ended
March 31, 1999 as compared to $138,000 for the same period in 1998.  For the six
months ended March 31, 1999,  income tax expense was  $1,121,000  as compared to
$831,000  in 1998.  The  increase  for both  periods is due to higher  levels 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.
<PAGE>
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 March 31, 1999 and September 30, 1998, were 21.0%
and 15.4%, 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 March 31, 1999, the Company had
commitments to originate and purchase loans totalling $21.2 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 March 31, 1999 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)             $33,925        12.7%      $21,341       8.0%        $26,676         10.0%
    Tier 1 (Core) Capital (to
      risk weighted assets)        $31,588        11.8%      $10,670       4.0%        $16,005          6.0%
    Tier 1 (Core) Capital (to
      adjusted total assets)       $31,588         7.3%      $12,986       3.0%            N/A          N/A
    Tangible Capital (to
      adjusted total assets)       $31,588         7.3%      $ 6,493       1.5%            N/A          N/A
    Tier 1 (Core) Capital
      (to average assets)          $31,588         7.2%      $17,670       4.0%        $22,087          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 March
31, 1999 which, at that date, exceeded the capital adequacy requirements:
<PAGE>
<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)             $3,855         16.2%      $1,904         8.0%       $2,380          10.0%
    Tier 1 Capital (to risk
      weighted assets)             $3,735         15.7%      $  952         4.0%       $1,428           6.0%
    Tier 1 Capital
      (to average assets)          $3,735          9.3%      $1,599         4.0%       $1,999           5.0%

</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 March  31,  1999,  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 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 is heavily
dependent on computer  processing in its business  activities  and the Year 2000
issue  creates risk for the Company from  unforeseen  problems in the  Company's
computer  system  and from  third  parties  whom  the  Company  uses to  process
information. Such failures of the Company's computer system and/or third parties
computer  systems  could  have a  material  impact on the  Company's  ability to
conduct its business.

The Company's primary data processing is provided by a major third party vendor.
This provider has advised the Company that it has  completed  the  renovation of
its  system to be Year 2000  ready,  and has  provided  users of the  system the
opportunity to test the system for readiness.  The Company has completed testing
of its primary data processing system for Year 2000 readiness.

The Company has performed an assessment  of its internal  computer  hardware and
software and, where needed, has upgraded those systems to be Year 2000 ready. In
addition,  the Company has  reviewed  other  external  third party  vendors that
provide  services to the  Company  (i.e.  utility  companies,  electronic  funds
transfer providers,  alarm companies,  insurance  providers,  loan participation
companies,  and mortgage loan secondary market  agencies),  and has requested or
already  received  certification  letters from these  vendors that their systems
will be Year  2000  ready on a  timely  basis.  Testing  has  been,  or will be,
performed with these service providers,  where possible, to determine their Year
2000 readiness.
<PAGE>
The Company  could incur  losses if loan  payments  are delayed due to Year 2000
problems affecting significant borrowers. The Company is communicating with such
parties to assess their progress in evaluating and  implementing  any corrective
measures  required by them to be Year 2000 ready.  To date,  the Company has not
been advised by such parties that they do not have plans in place to address and
correct the issues associated with the Year 2000 problem;  however, no assurance
can be given as to the  adequacy  of such  plans or to the  timeliness  of their
implementation.  As part of the current credit approval process, new and renewed
loans are evaluated as to the borrower's Year 2000 readiness.

Based on the Company's review of its computer systems,  management  believes the
direct cost of the  remediation  effort to make its systems Year 2000 ready will
be approximately  $60,000, of which  approximately  $40,000 has been spent. Such
costs will be charged to expense as they are incurred.

The Company, as with all financial institutions, has reviewed the possibility of
some level of reduction in deposits during the latter part of 1999. Based on its
review,  the Company has determined  that  alternate  sources of funds should be
available to maintain adequate funding throughout this period.

The Company has developed a Year 2000  contingency  plan that  addresses,  among
other issues, critical operations and potential failures thereof, and strategies
for business  continuation.  Virtually  all of the  Company's  mission  critical
systems are dependent upon third party vendors or service providers,  therefore,
contingency  plans include the selection of a new vendor or service provider and
the conversion to a new system.  For some systems,  contingency plans consist of
using internal  spreadsheet software or reverting to manual systems until system
problems can be corrected.

Although   management  believes  the  Company's  computer  systems  and  service
providers will be Year 2000 ready, there can be no assurance that these systems,
or those systems of other companies on which the Company's systems rely, will be
fully functional in the Year 2000. Such failure could have a significant adverse
impact on the financial condition and results of operations of the Company.
<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.  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.
<PAGE>
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
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 March 31, 1999, 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 declining  rate changes than rising  rates.  This occurs  primarily
because,  as  rates  decline,  the  market  value of the  Company's  longer-term
fixed-rate  borrowings decline. In a rising rate environment,  these longer-term
fixed-rate  borrowings  increase in market  value and  substantially  offset the
decline in market value of fixed-rate loans,  which decline in value 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  change in  approximately  the same proportion in rising and
falling rate scenarios.
<TABLE>
<CAPTION>
                                                                          At March 31, 1999
- -------------------------------------------------------------------------------------------
         Change in Interest Rate         Board Limit
              (Basis Points)              % Change          $ Change             % Change
              --------------              --------          --------             --------
                                                       (Dollars in Thousands)
<S>              <C>                        <C>            <C>                     <C>   
                  +200 bp                   (40)%          $    (497)              (1.2)%
                  +100 bp                   (25)                 601                1.5
                     0 bp                     -                    -                  -
                  -100 bp                   (10)              (1,878)              (4.6)
                  -200 bp                   (15)              (4,826)             (11.8)
</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:                                None


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:      May 14, 1999           By:    /s/ James S. Haahr
           ------------                  ------------------
                                         James S. Haahr, Chairman of the Board,
                                         President and Chief Executive Officer



Date:      May 14, 1999           By:    /s/ Donald J. Winchell
           ------------                  ----------------------
                                         Donald J. Winchell, Vice President,
                                         Treasurer and Chief Financial Officer


<TABLE> <S> <C>

<ARTICLE> 9
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          SEP-30-1999
<PERIOD-END>                               MAR-31-1999
<CASH>                                       1,233,660
<INT-BEARING-DEPOSITS>                       7,297,842
<FED-FUNDS-SOLD>                             1,375,000
<TRADING-ASSETS>                                     0
<INVESTMENTS-HELD-FOR-SALE>                157,784,363
<INVESTMENTS-CARRYING>                               0
<INVESTMENTS-MARKET>                                 0
<LOANS>                                    289,242,350
<ALLOWANCE>                                  2,669,024
<TOTAL-ASSETS>                             475,093,349
<DEPOSITS>                                 298,383,183
<SHORT-TERM>                                19,767,902
<LIABILITIES-OTHER>                          1,830,494
<LONG-TERM>                                112,999,916
                                0
                                          0
<COMMON>                                        29,580
<OTHER-SE>                                  42,082,274
<TOTAL-LIABILITIES-AND-EQUITY>             475,093,349
<INTEREST-LOAN>                             11,780,103
<INTEREST-INVEST>                            5,566,280
<INTEREST-OTHER>                                     0
<INTEREST-TOTAL>                            17,346,383
<INTEREST-DEPOSIT>                           7,199,726
<INTEREST-EXPENSE>                          10,815,094
<INTEREST-INCOME-NET>                        6,531,289
<LOAN-LOSSES>                                  601,000
<SECURITIES-GAINS>                             293,756
<EXPENSE-OTHER>                              4,235,952
<INCOME-PRETAX>                              2,788,800
<INCOME-PRE-EXTRAORDINARY>                   1,668,017
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 1,668,017
<EPS-PRIMARY>                                      .68
<EPS-DILUTED>                                      .66
<YIELD-ACTUAL>                                       0
<LOANS-NON>                                  3,817,878
<LOANS-PAST>                                     2,386
<LOANS-TROUBLED>                             1,164,000
<LOANS-PROBLEM>                              3,109,647
<ALLOWANCE-OPEN>                             2,908,902
<CHARGE-OFFS>                                  855,034
<RECOVERIES>                                    14,156
<ALLOWANCE-CLOSE>                            2,669,024
<ALLOWANCE-DOMESTIC>                         2,502,556
<ALLOWANCE-FOREIGN>                                  0
<ALLOWANCE-UNALLOCATED>                        166,468
        

</TABLE>


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