FIRST MIDWEST FINANCIAL INC
10-Q, 1999-08-13
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 June 30, 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 June 30, 1999:
Common Stock, $.01 par value                          2,498,496 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 June 30, 1999 and September 30, 1998

                  Consolidated Statements of Income for the
                    Three Months and Nine Months Ended June 30,
                    1999 and 1998

                  Consolidated Statements of Comprehensive Income
                    for the Three Months and Nine Months Ended
                    June 30, 1999 and 1998

                  Consolidated Statement of Changes in Shareholders'
                    Equity for the Nine Months Ended June 30, 1999

                  Consolidated Statements of Cash Flows for the
                    Nine Months Ended June 30, 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)

                                                                   June 30, 1999   September 30, 1998
                                                                  -------------      -------------
<S>                                                               <C>                <C>
Assets
- ------
Cash and due from banks .....................................     $   1,324,772      $     908,984
Interest-bearing deposits in other financial institutions -
  short-term (cost approximates market value) ...............         4,866,359          5,818,460
                                                                  -------------      -------------
         Total cash and cash equivalents ....................         6,191,131          6,727,444
Securities available for sale, amortized cost of
  $180,777,869 and $119,336,365 .............................       177,887,172        120,609,531
Loans receivable - net of allowances of $2,383,854
  and $2,908,902 ............................................       291,176,649        270,286,189
Foreclosed real estate, net .................................            68,990          1,063,317
Accrued interest receivable .................................         4,200,686          4,968,607
Federal Home Loan Bank stock, at cost .......................         7,898,300          5,505,800
Premises and equipment, net .................................         4,332,621          4,048,945
Excess of cost over net assets acquired .....................         4,224,116          4,497,815
Other assets ................................................           350,713            672,747
                                                                  -------------      -------------
         Total Assets .......................................     $ 496,330,378      $ 418,380,395
                                                                  =============      =============
Liabilities and Shareholders' Equity
- ------------------------------------
                  Liabilities
                  -----------

Deposits ....................................................     $ 307,118,540      $ 283,858,152
Advances from Federal Home Loan Bank ........................       142,900,661         85,263,562
Securities sold under agreements to repurchase ..............         4,321,674          4,074,567
Other borrowings ............................................              --              550,000
Advances from borrowers for taxes and insurance .............           506,477            405,218
Accrued interest payable ....................................           761,882            834,741
Other liabilities ...........................................           271,248          1,108,592
                                                                  -------------      -------------
         Total Liabilities ..................................       455,880,482        376,094,832
                                                                  -------------      -------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                    FIRST MIDWEST FINANCIAL, INC.
                                          AND SUBSIDIARIES
                               Consolidated Balance Sheets (Unaudited)
                                            (continued)

                                                                   June 30, 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 2,498,496  shares  outstanding
  at June 30, 1999; 2,957,999 shares issued and 2,553,245
  shares outstanding at September 30, 1998 ..................            29,580             29,580
Additional paid-in capital ..................................        21,306,993         21,330,075
Retained earnings - substantially restricted ................        29,432,663         27,985,814
Accumulated other comprehensive income (loss):
  Unrealized gains (losses) on securities available for sale,
  net of tax of ($1,075,141) and $474,346 ...................        (1,815,556)           798,820
Unearned Employee Stock Ownership Plan shares ...............          (217,125)          (367,200)
Treasury stock, 459,503 and 404,754 common shares, at cost ..        (8,286,659)        (7,491,526)
                                                                  -------------      -------------
         Total Shareholders' Equity .........................        40,449,896         42,285,563
                                                                  -------------      -------------
         Total Liabilities and Shareholders' Equity .........     $ 496,330,378      $ 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             Nine Months Ended
                                                                     June 30,                        June 30,
                                                               1999            1998            1999           1998
                                                            ----------     ----------     -----------     -----------
<S>                                                         <C>            <C>            <C>             <C>
Interest and Dividend Income:
    Loans receivable ..................................     $5,913,291     $5,659,259     $17,693,394     $17,111,276
    Securities available for sale .....................      2,801,778      2,250,501       8,155,891       6,346,976
    Dividends on Federal Home Loan Bank stock .........        127,834         86,531         340,000         272,554
                                                            ----------     ----------     -----------     -----------
         Total interest and dividend income ...........      8,842,903      7,996,291      26,189,285      23,730,806
                                                            ----------     ----------     -----------     -----------
Interest Expense:
    Deposits ..........................................      3,648,012      3,389,794      10,847,737       9,878,382
    Other borrowings ..................................      1,929,843      1,425,525       5,545,212       4,272,347
                                                            ----------     ----------     -----------     -----------
         Total interest expense .......................      5,577,855      4,815,319      16,392,949      14,150,729
                                                            ----------     ----------     -----------     -----------
Net interest income ...................................      3,265,048      3,180,972       9,796,336       9,580,077
    Provision for loan losses .........................        299,000         55,000         900,000       1,435,000
                                                            ----------     ----------     -----------     -----------
Net interest income after provision for loan losses ...      2,966,048      3,125,972       8,896,336       8,145,077
                                                            ----------     ----------     -----------     -----------
Non-interest income:
    Loan fees and deposit account service charges .....        315,231        372,388       1,010,448         981,693
    Gain on sales of securities available for sale, net         37,500         85,518         331,256         308,443
    Brokerage commissions from subsidiary .............         26,005          9,315          57,393          53,383
    Other .............................................         69,940         60,397         144,042         133,575
                                                            ----------     ----------     -----------     -----------
         Total non-interest income ....................        448,676        527,618       1,543,139       1,477,094
                                                            ----------     ----------     -----------     -----------
Non-interest expense:
    Compensation and benefits .........................      1,248,980      1,233,784       3,730,730       3,538,821
    Occupancy and equipment ...........................        281,686        292,478         857,111         857,080
    Federal deposit insurance .........................         41,310         32,443         116,095         106,533
    Data processing ...................................         97,231         79,387         284,337         252,137
    Provision for loss on foreclosed real estate ......           --          150,000            --           350,000
    Other .............................................        471,237        388,639       1,388,122       1,174,474
                                                            ----------     ----------     -----------     -----------
         Total non-interest expense ...................      2,140,444      2,176,731       6,376,395       6,279,045
                                                            ----------     ----------     -----------     -----------
Income before income taxes ............................      1,274,280      1,476,859       4,063,080       3,343,126
    Income tax expense ................................        517,607        583,803       1,638,390       1,414,699
                                                            ----------     ----------     -----------     -----------
Net income ............................................     $  756,673     $  893,056     $ 2,424,690     $ 1,928,427
                                                            ==========     ==========     ===========     ===========

Earnings Per Share (see Note 2):
    Basic .............................................     $      .31     $      .35     $       .98     $       .74
                                                            ==========     ==========     ===========     ===========
    Diluted ...........................................     $      .30     $      .33     $       .95     $       .70
</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               Nine Months Ended
                                                                   June 30,                        June 30,
                                                             1999            1998            1999            1998
                                                         -----------      ----------     -----------      -----------
<S>                                                      <C>              <C>            <C>              <C>
Net income .........................................     $   756,673      $  893,056     $ 2,424,690      $ 1,928,427
                                                         -----------      ----------     -----------      -----------

Other comprehensive income (loss):
    Change in unrealized gains or losses on
     securities available for sale .................      (2,881,711)        314,918      (4,163,863)         (11,645)
    Less deferred income tax provision (benefit) ...      (1,072,344)        128,336      (1,549,487)           8,181
                                                         -----------      ----------     -----------      -----------

    Net other comprehensive income (loss) ..........      (1,809,367)        186,582      (2,614,376)         (19,826)
                                                         -----------      ----------     -----------      -----------

Comprehensive income (loss) ........................     $(1,052,694)     $1,079,638     $  (189,686)     $ 1,908,601
                                                         ===========      ==========     ===========      ===========

</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 Nine Months Ended June 30, 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

22,500 common shares committed
to be released under the ESOP          -         198,944              -             -        150,075             -          349,019

Cash dividends declared on
common stock ($0.39 per share)         -               -       (977,841)            -              -             -         (977,841)

Purchase of 72,500 common
shares of treasury stock               -               -              -             -              -    (1,187,000)      (1,187,000)

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/(loss)
on securities available for sale,
net of income tax of ($1,549,487)      -               -              -    (2,614,376)             -             -       (2,614,376)

Net income for the nine months
ended June 30, 1999                    -               -      2,424,690             -              -             -        2,424,690
                                ---------    -----------    -----------   -----------     ----------    -----------     -----------

Balance at June 30, 1999        $  29,580    $21,306,993    $29,432,663   $(1,815,556)    $ (217,125)   $(8,286,659)    $40,449,896
                                =========    ===========    ===========   ===========     ==========    ===========     ===========

</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)

                                                                                      Nine Months Ended June 30,
                                                                                        1999              1998
                                                                                   -------------      -------------
<S>                                                                                <C>                <C>
Cash flows from operating activities:
    Net income ...............................................................     $   2,424,690      $   1,928,427
    Adjustments to reconcile net income to net cash from operating activities:
      Depreciation, amortization and accretion, net ..........................         1,214,592          1,039,637
      Provision for loan losses ..............................................           900,000          1,435,000
      Provision for loss on foreclosed real estate ...........................              --              350,000
      Gain on sales of securities available for sale, net ....................          (331,255)          (308,443)
      (Gain)/loss on sales of real estate owned, net .........................           (19,226)             9,899
      Proceeds from sales of loans held for sale .............................         1,270,000          2,341,180
      Originations of loans held for sale ....................................        (1,270,000)        (2,341,180)
      Net change in accrued interest receivable ..............................           767,921            249,266
      Net change in other assets .............................................           322,035            363,608
      Net change in accrued interest payable .................................           (72,859)          (170,120)
      Net change in accrued expenses and other liabilities ...................           713,107            329,716
                                                                                   -------------      -------------
              Net cash from operating activities .............................         5,919,005          5,226,990
                                                                                   -------------      -------------

Cash flows from investing activities:
    Purchase of securities available for sale ................................       (30,916,995)       (47,132,678)
    Purchase of mortgage-backed securities available for sale ................       (88,679,376)       (30,260,583)
    Purchase of Federal Home Loan Bank stock .................................        (2,392,500)          (112,900)
    Proceeds from redemption of Federal Home Loan Bank stock .................              --              571,200
    Proceeds from sales of securities available for sale .....................        22,389,246         10,370,099
    Proceeds from sales of mortgage-backed securities available for sale .....              --            6,319,853
    Proceeds from maturities of securities available for sale ................        20,522,600         32,950,000
    Proceeds from principal repayment of mortgage-backed securities ..........        15,234,037         11,053,292
    Net change in loans receivable ...........................................        23,002,985         15,614,151
    Loans purchased ..........................................................       (45,072,050)       (21,142,296)
    Proceeds from sales of foreclosed real estate ............................         1,315,606            284,116
    Purchase of premises and equipment, net ..................................          (559,727)          (167,179)
                                                                                   -------------      -------------
              Net cash from investing activities .............................       (85,156,174)       (21,652,925)
                                                                                   -------------      -------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                            FIRST MIDWEST FINANCIAL, INC.
                                                  AND SUBSIDIARIES
                                  Consolidated Statements of Cash Flows (Unaudited)
                                                    (continued)

                                                                                      Nine Months Ended June 30,
                                                                                        1999              1998
                                                                                   -------------      -------------
<S>                                                                                <C>                <C>
Cash flows from financing activities:
    Net change in non-interest bearing demand, savings,
     NOW and money market demand accounts ....................................        18,555,055          6,784,762
    Net change in other time deposits ........................................         4,705,333         16,592,889
    Proceeds from advances from Federal Home Loan Bank .......................       225,100,000        105,750,000
    Payments of advances from Federal Home Loan Bank .........................      (167,462,901)      (113,059,390)
    Net change in securities sold under agreements to repurchase .............           247,108          1,818,334
    Net change in other borrowings ...........................................          (550,000)          (900,000)
    Net change in advances from borrowers for taxes and insurance ............           101,259            106,314
    Cash dividends paid ......................................................          (977,840)          (958,181)
    Proceeds from exercise of stock options ..................................           169,842             28,695
    Purchase of treasury stock ...............................................        (1,187,000)        (2,071,950)
                                                                                   -------------      -------------
              Net cash from financing activities .............................        78,700,856         14,091,473
                                                                                   -------------      -------------
Net change in cash and cash equivalents ......................................          (536,313)        (2,334,462)
Cash and cash equivalents at beginning of period .............................         6,727,444         13,052,426
                                                                                   -------------      -------------
Cash and cash equivalents at end of period ...................................     $   6,191,131      $  10,717,964
                                                                                   =============      =============

Supplemental disclosure of non-cash investing and
  financing activities:
    Loans transferred to foreclosed real estate ..............................     $     302,054      $   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 nine months ended June
         30, 1999 and 1998 is presented below.
<PAGE>
<TABLE>
<CAPTION>
                                                                  Three Months Ended               Nine Months Ended
                                                                       June 30,                        June 30,
                                                             ---------------------------       --------------------------
                                                                 1999            1998             1999             1998
                                                             ----------       ----------       ----------       ----------
<S>                                                           <C>              <C>             <C>              <C>
         Basic Earnings Per Common Share:
          Numerator:
            Net Income                                        $ 756,673        $ 893,056       $2,424,690       $1,928,427
                                                              =========        =========       ==========       ==========

          Denominator:
            Weighted average common
                shares outstanding                            2,511,076        2,635,207        2,514,391        2,664,973
            Less: Weighted average
                unallocated ESOP shares                        (37,580)         (67,580)         (45,108)         (75,108)
                                                             ----------       ----------       ----------       ----------
            Weighted average common shares
                outstanding for basic earnings
                per share                                     2,473,496        2,567,627        2,469,283        2,589,865
                                                              =========        =========        =========        =========

            Basic earnings per common share                      $ 0.31           $ 0.35           $ 0.98           $ 0.74
                                                                 ======           ======           ======           ======


         Diluted Earnings Per Common Share:
           Numerator:
            Net Income                                        $ 756,673        $ 893,056       $2,424,690       $1,928,427
                                                              =========        =========       ==========       ==========

           Denominator:
            Weighted average common
                shares outstanding for basic
                earnings per common share                     2,473,496        2,567,627        2,469,283        2,589,865
            Add: Dilutive effects of assumed
                exercises of stock options                       75,094          179,131           77,701          171,846
                                                                -------          -------          -------          -------
            Weighted average common and
                dilutive potential common
                shares outstanding                            2,548,590        2,746,758        2,546,984        2,761,711
                                                              =========        =========        =========        =========

                Diluted earnings per common share                $ 0.30           $ 0.33           $ 0.95           $ 0.70
                                                                 ======           ======           ======           ======
</TABLE>
3.       COMMITMENTS

         At June 30, 1999 and  September 30, 1998,  the Company had  outstanding
         commitments  to originate and purchase loans totaling $31.7 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 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 June 30, 1999, compared to September 30, 1998,
and the consolidated  results of operations for the three months and nine months
ended June 30,  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 $77.9  million,  or 18.6%,  from $418.4  million at
September  30,  1998,  to $496.3  million at June 30,  1999.  The  increase  was
attributable to an increase in the Company's  securities  available for sale and
an increase in net loans  receivable,  which were funded through internal growth
of the deposit portfolio and through Federal Home Loan Bank advances.

Cash and cash equivalents  decreased $536,000,  or 8.0%, to $6.2 million at June
30,  1999,  from $6.7 million at  September  30,  1998.  The decrease was due to
normal use of liquid funds in Company operations during the period.

The  portfolio of securities  available for sale  increased  $57.3  million,  or
47.5%,  to $177.9 million at June 30, 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 $20.9 million,  or 7.7%, to
$291.2 million at June 30, 1999,  from $270.3 million at September 30, 1998. The
increase was due to  increases  in  residential  mortgage  loans and  commercial
business  loans in the amounts of $25.7 million and $6.9 million,  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  commercial  and
multi-family  real estate loans,  consumer loans and  agricultural  loans in the
<PAGE>
amounts of $590,000, $3.0 million and $9.0 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 due to
management's  decision to reduce credit risk in the portfolio  through tightened
underwriting  guidelines,  which has  resulted  in an overall  reduction  in the
number and amount of loans outstanding.

Deposit balances increased by $23.2 million,  or 8.2%, to $307.1 million at June
30, 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 $2.5 million, $17.8 million and $4.7
million,  respectively.  This increase  resulted from the Company's  emphasis on
promoting transaction accounts, which generally carry a lower interest cost. The
increase was partially offset by a decrease in savings accounts in the amount of
$1.7 million.

The balance in advances  from the  Federal  Home Loan Bank of Des Moines  (FHLB)
increased by $57.6  million,  or 67.5%,  to $142.9 million at June 30, 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  securities  available for
sale.

Other borrowings,  consisting of short-term  borrowings from the Federal Reserve
Bank, were reduced to zero at June 30, 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 $1.9 million, or 4.5%, to $40.4 million at
June 30,  1999 from  $42.3  million at  September  30,  1998.  The  decrease  in
shareholders'  equity was due to the reduction of unrealized gains on securities
available  for sale,  the  purchase of treasury  stock,  and the payment of cash
dividends  to  shareholders  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.

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 June 30, 1999.
At June 30, 1999,  loans delinquent 30 days and over totaled 1.8% of total loans
as compared to 6.2% at September 30, 1998.
<PAGE>
<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                  21    $  634    0.57%        19   $   933     0.83%       18     $   681     0.61%
  Commercial and multi-family          1       263    0.27          0         0     0.00         1         794     0.80
  Agricultural real estate             0         0    0.00          0         0     0.00         1          82     0.84
Consumer                              32       171    0.74         23       171     0.74        32         174     0.75
Agricultural operating                 4       203    0.71          1        20     0.07        32         724     2.53
Commercial business                   11       218    0.76          8       252     0.88         2          90     0.31
                                    ----   -------               ----    ------               ----      ------
    Total                             69   $ 1,489    0.49%        51    $1,376     0.46%       86      $2,545     0.85%
                                    ====   =======               ====    ======               ====      ======

</TABLE>
At June 30, 1999,  commercial and  multi-family  real estate loans delinquent 30
days and over  totaled  $1.1  million,  or 0.35% 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 June 30,  1999,  agricultural  operating  loans  delinquent  30 days and over
totaled  $947,000,  or 0.31% of the total loan  portfolio  as  compared  to $3.2
million,  or 1.1% of total loans at  September  30, 1998.  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.
<PAGE>
<TABLE>
<CAPTION>
                                                  June 30, 1999           September 30, 1998
                                                  -------------          ------------------
                                                             (Dollars in Thousands)
<S>                                                    <C>                         <C>
Non-accruing loans:
     One-to four family                                $  681                      $  298
     Commercial and multi-family                          794                         777
     Agricultural real estate                              82                         -
     Consumer                                             163                         142
     Agricultural operating                               724                       1,738
     Commercial business                                   90                         209
                                                       ------                      ------
       Total non-accruing loans                         2,534                       3,164

Accruing loans delinquent 90 days or more                  11                       3,905
                                                       ------                      ------
       Total non-performing loans                       2,545                       7,069
                                                        -----                       -----

Foreclosed assets:
     One- to four family                                  -                            19
     Commercial real estate                               -                         1,324
     Consumer                                              69                          19
                                                      -------                     -------
       Total                                               69                       1,362
     Less: Allowance for losses                           -                           299
                                                     --------                     -------
       Total                                               69                       1,063
                                                      -------                     -------
Total non-performing assets                            $2,614                      $8,132
                                                       ======                      ======

Total as a percentage of total assets                   0.53%                       1.94%
                                                       ======                      ======
</TABLE>
For the three months ended June 30, 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  $87,000, of which none was included in
interest income.

Other Loans of Concern. At June 30, 1999, there were loans totaling $3.8 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 seven one- to four-family  residential  real estate loans totaling  $244,000,
two commercial  real estate loans  totaling  $359,000,  six commercial  business
loans totaling $1,062,000, sixteen consumer loans totaling $132,000, and sixteen
agricultural  loans totaling  $2,008,000.  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
<PAGE>
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 June 30,
1999,  the  Company  had  classified  a total of $5.7  million  of its assets as
substandard,   $400,000   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 June 30,  1999,  the Company has  established  an  allowance  for loan losses
totaling $2.4 million. The allowance  represents  approximately 94% of the total
non-performing loans at June 30, 1999.

The  following  table sets forth an  analysis of the  activity in the  Company's
allowance for loan losses:

                                                                  (In Thousands)
     Balance, September 30, 1998                                       $ 2,909
           Charge-offs                                                 (1,442)
           Recoveries                                                       17
           Additions charged to operations                                 900
                                                                       -------

     Balance, June 30, 1999                                            $ 2,384
                                                                       =======
<PAGE>
Based on currently available information,  management believes 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 June 30,  1999,  the Company  recorded net
income of $757,000  compared  to net income of  $893,000  for the same period in
1998.  The  decrease  primarily is due to an increase in the charge to provision
for loan losses during the 1999 period. For the nine months ended June 30, 1999,
net income was  $2,425,000  compared to $1,928,000  for the same period in 1998.
The increase reflects increases in net interest income and non-interest  income,
a lower  charge  to  provision  for loan  losses,  and was  partially  offset by
increased non-interest expenses.

Interest and Dividend  Income.  Total interest and dividend income for the three
months  ended June 30, 1999  increased  by $847,000,  or 10.6%,  to  $8,843,000,
compared to $7,996,000 during the same period in 1998. For the nine months ended
June 30, 1999, interest and dividend income increased  $2,458,000,  or 10.4%, to
$26,189,000 from $23,731,000  during 1998. The increase for both periods was due
to higher interest  earning assets balances 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 June 30,
1999 increased by $763,000,  or 15.8%, to $5,578,000 from $4,815,000  during the
same period in 1998. For the nine months ended June 30, 1999,  interest  expense
increased  $2,242,000,  or 15.8%, to $16,393,000  from  $14,151,000 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.

Net Interest  Income.  Net interest  income  increased by $84,000,  or 2.6%,  to
$3,265,000 for the three months ended June 30, 1999 from $3,181,000 for the same
period in 1998.  For the nine months  ended June 30, 1999,  net interest  income
increased  $216,000,  or 2.3%, to $9,796,000 from $9,580,000 for the same period
in 1998.  The  increase in net  interest  income for both periods was due to the
overall increase in net interest 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 nine month periods ended June
30, 1999, the provision for loan losses was $299,000 and $900,000, respectively.
For the  comparable  periods in 1998,  the provision for loan losses was $55,000
and $1,435,000,  respectively. The decrease in provision for loan losses for the
nine month  period is  related to an  additional  charge  taken  during the 1998
second  quarter  due to 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  decreased by $79,000,  or 15.0%, to
$449,000 for the three months  ended June 30, 1999,  from  $528,000 for the same
period in 1998.  The  decrease  reflects the lower  collection  of fees from the
<PAGE>
origination,  purchase and  prepayment  of loans,  and from the gain on sales of
securities available for sale during the three month period. For the nine months
ended  June 30,  1999,  non-interest  income  increased  $66,000,  or  4.5%,  to
$1,543,000  from  $1,477,000  for the same  period  in  1998.  The  increase  in
non-interest  income  reflects an increase  in the  collection  of fees from the
origination,  purchase and prepayment of loans,  from service charges on deposit
accounts, and from the gain on sales of securities available for sale.

Non-Interest  Expense.  Non-interest  expense  decreased  $37,000,  or 1.7%,  to
$2,140,000  for the three months ended June 30, 1999,  from  $2,177,000  for the
same period in 1998. The decrease reflects a decrease in the charge to provision
for loss on foreclosed real estate, which was partially offset by an increase in
compensation and recruitment expenses during the comparable three month periods.
For the nine month period ended June 30, 1999,  non-interest  expense  increased
$97,000, or 1.5%, to $6,376,000 from $6,279,000 for the same period in 1998. The
increase was due primarily to recruitment and  compensation  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.  The increase in expenses
was  partially  offset by a  reduction  in the charge to  provision  for loss on
foreclosed real estate.

Income Tax  Expense.  Income tax expense was $517,000 for the three months ended
June 30, 1999 as compared to $584,000 for the same period in 1998.  The decrease
reflects the lower level of taxable income between the comparable  periods.  For
the nine  months  ended June 30,  1999,  income tax expense  was  $1,638,000  as
compared to $1,415,000 in 1998. The increase is due to a 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 June 30, 1999 and September 30, 1998, were 11.8%
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 June 30, 1999, the Company had
commitments to originate and purchase loans totalling $31.7 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.

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 June 30, 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)             $34,053        12.1%      $22,424       8.0%        $28,030         10.0%
    Tier 1 (Core) Capital (to
      risk weighted assets)        $31,884        11.4%      $11,212       4.0%        $16,818          6.0%
    Tier 1 (Core) Capital (to
      adjusted total assets)       $31,884         7.0%      $13,663       3.0%            N/A          N/A
    Tangible Capital (to
      adjusted total assets)       $31,884         7.0%      $ 6,831       1.5%            N/A          N/A
    Tier 1 (Core) Capital
      (to average assets)          $31,884         7.4%      $17,342       4.0%        $21,678          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 June
30, 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)             $4,025         17.0%      $1,895        8.0%        $2,369         10.0%
    Tier 1 Capital (to risk
      weighted assets)             $3,762         15.9%      $  948        4.0%        $1,421          6.0%
    Tier 1 Capital
      (to average assets)          $3,762          9.8%      $1,536        4.0%        $1,920          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 June 30, 1999, First Federal and Security exceeded
minimum requirements for the well-capitalized category.
<PAGE>
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.

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.
<PAGE>
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 June 30, 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 increasing rate changes than declining rates. This occurs primarily
because,  as rates rise, the market value of the Company's  fixed-rate loans and
mortgage-backed  securities  declines due both to the interest 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  and
mortgage-backed  securities 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 interest rate scenarios.
<TABLE>
<CAPTION>

                                                                At June 30, 1999
- --------------------------------------------------------------------------------
         Change in Interest Rate      Board Limit
              (Basis Points)           % Change       $ Change         % Change
              -------------            --------       --------         --------
                                       (Dollars in Thousands)
<S>                                     <C>          <C>                  <C>
                  +200 bp               (40)%        $   (5,388)         (13.5)%
                  +100 bp               (25)             (2,617)         ( 6.6)
                     0 bp                 -                   -              -
                 - 100 bp               (10)              2,402            6.0
                 - 200 bp               (15)              2,533            6.4
</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  Financial,  Inc.  filed Form 8-K dated May 24,
                   1999 to report the issuance of a press release announcing the
                   declaration  of  its  regular   quarterly  cash  dividend  to
                   shareholders  and  the  completion  of its  stock  repurchase
                   program.


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:     August 13, 1999        By: /s/ James S. Haahr
        ------------------           ------------------
                                     James S. Haahr, Chairman of the Board,
                                     President and Chief Executive Officer



Date:     August 13, 1999        By: /s/ Donald J. Winchell
        ------------------           ----------------------
                                     Donald J. Winchell,  Senior Vice President,
                                     Treasurer and Chief Financial Officer



<TABLE> <S> <C>

<ARTICLE> 9

<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          SEP-30-1999
<PERIOD-END>                               JUN-30-1999
<CASH>                                       1,324,772
<INT-BEARING-DEPOSITS>                       4,866,359
<FED-FUNDS-SOLD>                                     0
<TRADING-ASSETS>                                     0
<INVESTMENTS-HELD-FOR-SALE>                177,887,172
<INVESTMENTS-CARRYING>                               0
<INVESTMENTS-MARKET>                                 0
<LOANS>                                    293,560,503
<ALLOWANCE>                                  2,383,854
<TOTAL-ASSETS>                             496,330,378
<DEPOSITS>                                 307,118,540
<SHORT-TERM>                                43,671,674
<LIABILITIES-OTHER>                          1,539,607
<LONG-TERM>                                103,550,661
                                0
                                          0
<COMMON>                                        29,580
<OTHER-SE>                                  40,420,316
<TOTAL-LIABILITIES-AND-EQUITY>             496,330,378
<INTEREST-LOAN>                             17,693,394
<INTEREST-INVEST>                            8,495,891
<INTEREST-OTHER>                                     0
<INTEREST-TOTAL>                            26,189,285
<INTEREST-DEPOSIT>                          10,847,737
<INTEREST-EXPENSE>                          16,392,949
<INTEREST-INCOME-NET>                        9,796,336
<LOAN-LOSSES>                                  900,000
<SECURITIES-GAINS>                             331,256
<EXPENSE-OTHER>                              6,376,395
<INCOME-PRETAX>                              4,063,080
<INCOME-PRE-EXTRAORDINARY>                   2,424,690
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 2,424,690
<EPS-BASIC>                                        .98
<EPS-DILUTED>                                      .95
<YIELD-ACTUAL>                                       0
<LOANS-NON>                                  2,534,000
<LOANS-PAST>                                    11,000
<LOANS-TROUBLED>                             1,601,000
<LOANS-PROBLEM>                              3,806,000
<ALLOWANCE-OPEN>                             2,908,902
<CHARGE-OFFS>                                1,441,658
<RECOVERIES>                                    16,610
<ALLOWANCE-CLOSE>                            2,383,854
<ALLOWANCE-DOMESTIC>                         2,196,233
<ALLOWANCE-FOREIGN>                                  0
<ALLOWANCE-UNALLOCATED>                        187,621


</TABLE>


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