[X] | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED June 30, 2002 OR |
[ ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM - TO |
Maryland
(State or other jurisdiction of incorporation or organization) |
35-2085640 (I.R.S. Employer Identification Number) |
Page Number | |||
PART I - FINANCIAL INFORMATION | |||
Item 1. | Financial Statements | ||
Consolidated Condensed Balance Sheets at | |||
June 30, 2002 and December 31, 2001 | 1 | ||
Consolidated Condensed Statements of Income for the | |||
three and six months ended June 30, 2002 and | |||
June 30, 2001 | 2 | ||
Consolidated Condensed Statement of Stockholders' Equity | |||
for the six months ended June 30, 2002 | 3 | ||
Consolidated Condensed Statements of Cash Flows for the | |||
six months ended June 30, 2002 and June 30, 2001 | 4 | ||
Notes to Unaudited Consolidated Condensed Financial Statements | |||
5 | |||
Item 2. | Management's Discussion and Analysis of Financial Condition | ||
and Results of Operations | 7 | ||
Item 3. | Quantitative and Qualitative Disclosures about Market Risk | ||
12 | |||
PART II - OTHER INFORMATION | |||
Item 1. | Legal Proceedings | 13 | |
Item 2. | Changes in Securities and Use of Proceeds | 13 | |
Item 3. | Defaults Upon Senior Securities | 13 | |
Item 4. | Submission of Matters to a Vote of Security Holders | 13 | |
Item 5. | Other Information | 13 | |
Item 6. | Exhibits and Reports on Form 8-K | 13 | |
Signature Page | 14 |
June 30, 2002 (Unaudited) |
December 31, 2001 | ||||
Assets | |||||
Cash | $19,516,482 | $24,140,688 | |||
Interest-bearing deposits | 1,221,139 |
6,416,985 | |||
Cash and cash equivalents | 20,737,621 | 30,557,673 | |||
Investment securities available for sale | 30,026,798 | 31,580,095 | |||
Loans held for sale | 18,481,139 | 11,559,158 | |||
Loans | 653,916,156 | 642,084,418 | |||
Allowance for loan losses | (5,940,094) |
(5,449,292) | |||
Net loans | 647,976,062 | 636,635,126 | |||
Premises and equipment | 8,530,779 | 8,674,152 | |||
Federal Home Loan Bank of Indianapolis stock, at cost | 6,993,400 | 6,993,400 | |||
Investment in limited partnerships | 5,495,972 | 5,677,060 | |||
Cash surrender value of life insurance | 24,839,091 | 24,231,091 | |||
Foreclosed real estate | 620,217 | 1,045,765 | |||
Interest receivable | 3,755,944 | 3,696,560 | |||
Core deposit intangibles and goodwill | 964,819 | 1,052,491 | |||
Deferred income tax benefit | 4,515,961 | 4,553,975 | |||
Other assets | 3,727,104 |
3,071,327 | |||
Total assets | $776,664,907 |
$769,327,873 | |||
Liabilities | |||||
Deposits | |||||
Non-interest-bearing | $27,047,158 | $23,433,570 | |||
Interest bearing | 520,825,134 |
515,444,601 | |||
Total deposits | 547,872,292 | 538,878,171 | |||
Federal Home Loan Bank advances | 113,751,298 | 107,484,586 | |||
Other borrowings | 3,259,210 | 3,258,677 | |||
Advances by borrowers for taxes and insurance | 1,378,539 | 1,463,384 | |||
Interest payable | 1,230,804 | 1,359,940 | |||
Other liabilities | 7,123,139 |
7,138,937 | |||
Total liabilities | 674,615,282 |
659,583,695 | |||
Commitments and Contingent Liabilities |
|||||
Stockholders' Equity | |||||
Preferred stock, $.01 par value | |||||
Authorized and unissued --- 5,000,000 shares | |||||
Common stock, $.01 par value | |||||
Authorized --- 20,000,000 shares | |||||
Issued and outstanding --- 6,040,141 and 6,693,841 shares | 60,401 | 66,938 | |||
Additional paid-in capital | 48,477,109 | 59,575,884 | |||
Retained earnings | 57,999,512 | 55,195,694 | |||
Accumulated other comprehensive income | 413,030 | 356,009 | |||
Unearned employee stock ownership plan (ESOP) shares | (3,655,026) | (3,813,946) | |||
Unearned recognition and retention plan (RRP) shares | (1,245,401) |
(1,636,401) | |||
Total stockholders' equity | 102,049,625 |
109,744,178 | |||
Total liabilities and stockholders' equity | $776,664,907 |
$769,327,873 |
Three Months Ended June 30 |
Six Months Ended June 30 | |||||||
2002 |
2001 |
2002 |
2001 | |||||
Interest Income | ||||||||
Loans receivable, including fees | $12,229,245 | $13,341,093 | $24,444,131 | $26,554,790 | ||||
Investment securities: | ||||||||
Mortgage-backed securities | 140,203 | 200,309 | 294,319 | 413,181 | ||||
Federal Home Loan Bank stock | 108,973 | 135,126 | 212,437 | 273,078 | ||||
Other investments | 206,815 | 393,922 | 423,405 | 860,192 | ||||
Deposits with financial institutions | 30,889 |
41,767 |
96,784 |
68,116 | ||||
Total interest income | 12,716,125 |
14,112,217 |
25,471,076 |
28,169,357 | ||||
Interest Expense | ||||||||
Passbook savings | 157,355 | 241,724 | 316,906 | 480,322 | ||||
Certificates of deposit | 4,017,827 | 5,376,610 | 8,244,816 | 10,823,940 | ||||
Daily Money Market accounts | 193,166 | 340,401 | 402,877 | 722,087 | ||||
Demand and NOW accounts | 119,897 | 191,957 | 239,834 | 420,157 | ||||
Federal Home Loan Bank advances | 1,384,395 | 1,347,292 | 2,768,659 | 2,785,382 | ||||
Other interest expense | 15,606 |
15,769 |
40,316 |
15,769 | ||||
Total interest expense | 5,888,246 |
7,513,753 |
12,013,408 |
15,247,657 | ||||
Net Interest Income | 6,827,879 | 6,598,464 | 13,457,668 | 12,921,700 | ||||
Provision for losses on loans | 375,000 |
296,250 |
962,483
|
485,500
| ||||
Net Interest Income After Provision for Loan Losses | 6,452,879
|
6,302,214
|
12,495,185
|
12,436,200
| ||||
Other Income | ||||||||
Service fee income | 688,189 | 674,846 | 1,294,862 | 1,247,741 | ||||
Equity in losses of limited partnerships | (101,552) | (116,534) | (138,943) | (161,925) | ||||
Commissions | 189,417 | 181,191 | 378,541 | 363,713 | ||||
Net gains on loan sales | 202,355 | 187,277 | 202,355 | 310,437 | ||||
Increase in cash surrender value of life insurance | 308,000 | 286,500 | 608,000 | 573,000 | ||||
Other income | 105,691
|
77,972
|
218,990
|
192,302
| ||||
Total other income | 1,392,100
|
1,291,252
|
2,563,805
|
2,525,268
| ||||
Other Expenses | ||||||||
Salaries and employee benefits | 3,160,964 | 2,797,765 | 6,169,899 | 5,993,998 | ||||
Net occupancy expenses | 288,827 | 222,879 | 530,813 | 453,618 | ||||
Equipment expenses | 226,625 | 208,221 | 424,371 | 440,436 | ||||
Data processing fees | 199,742 | 192,925 | 393,490 | 397,139 | ||||
Automated teller machine | 131,337 | 148,093 | 216,793 | 266,228 | ||||
Deposit insurance expense | 23,443 | 25,002 | 47,611 | 51,093 | ||||
Advertising and promotion | 114,616 | 124,167 | 208,108 | 283,658 | ||||
Goodwill amortization | 42,532 | 50,353 | 87,672 | 102,128 | ||||
Other expenses | 896,072
|
803,436
|
1,665,683
|
1,692,497
| ||||
Total other expenses | 5,084,158
|
4,572,841
|
9,744,440
|
9,680,795
| ||||
Income Before Income Tax | 2,760,821
|
3,020,625
|
5,314,550
|
5,280,673
| ||||
Income tax expense | 747,950
|
856,900
|
1,417,550
|
1,377,900
| ||||
Net Income | $2,012,871
|
$2,163,725
|
$3,897,000
|
$3,902,773
| ||||
Basic earnings per share | $0.35 | $0.30 | $0.67 | $0.53 | ||||
Diluted earnings per share | $0.34 | $0.30 | $0.66 | $0.53 | ||||
Dividends per share | $0.09 | $0.08 | $0.18 | $0.16 |
|
Common Stock |
Additional paid-in capital |
Comprehensive Income |
Retained Earnings |
Accumulated Other Comprehensive Income |
Unearned ESOP shares |
Unearned RRP shares |
Total | |||
Shares Outstanding |
Amount |
||||||||||
Balances, December 31, 2001 | 6,693,841 | $66,938 | $59,575,884 | $55,195,694 | $356,009 | ($3,813,946) | ($1,636,401) | $109,744,178 | |||
Comprehensive income | |||||||||||
Net income for the period | $3,897,000 | $3,897,000 | $3,897,000 | ||||||||
Other comprehensive income, net of tax | |||||||||||
Unrealized gains on securities | 57,021 |
57,021 | 57,021 | ||||||||
Comprehensive income | $3,954,021 |
||||||||||
ESOP shares earned | 122,479 | 158,920 | 281,399 | ||||||||
Cash dividends ($.09 per share) | (1,093,182) | (1,093,182) | |||||||||
RRP shares earned | 391,000 | 391,000 | |||||||||
Stock repurchased | (654,631) | (6,546) | (11,226,245) | (11,232,791) | |||||||
Stock options exercised | 931 |
9 |
4,991 |
|
|
|
|
5,000 | |||
Balances, June 30, 2002 | 6,040,141 |
$60,401 |
$48,477,109 |
$57,999,512 |
$413,030 |
($3,655,026) |
($1,245,401) |
$102,049,625 |
Six Months Ended June 30, | ||||||
2002 |
2001 | |||||
Operating Activities | ||||||
Net income | $3,897,000 | $3,902,773 | ||||
Adjustments to reconcile net income to net cash provided by operating activities | ||||||
Provision for loan losses | 962,483 | 485,500 | ||||
Net loss on disposal of premises and equipment | 1,986 | |||||
Net loss on sale of real estate owned | 123,288 | 119,162 | ||||
Securities amortization (accretion), net | 18,787 | (22,069) | ||||
ESOP shares earned | 281,399 | 227,954 | ||||
RRP shares earned | 391,000 | 983,303 | ||||
Equity in losses of limited partnerships | 138,943 | 161,925 | ||||
Amortization of net loan origination costs | 899,777 | 1,088,484 | ||||
Amortization of core deposit intangibles and goodwill | 87,672 | 133,666 | ||||
Depreciation and amortization | 430,986 | 538,869 | ||||
Loans originated for sale | (13,446,838) | (29,172,270) | ||||
Proceeds from sales on loans held for sale | 10,259,120 | 22,297,766 | ||||
Gains on sales of loans held for sale | (202,355) | (90,467) | ||||
Change in | ||||||
Interest receivable | (59,384) | 445,185 | ||||
Other assets | (642,865) | 212,831 | ||||
Interest payable | (129,136) | (37,923) | ||||
Other liabilities | 49,209 | (871,917) | ||||
Increase in cash surrender value of life insurance | (608,000) |
(573,000) | ||||
Net cash provided (used) by operating activities | 2,453,072 |
(170,228) | ||||
Investing Activities | ||||||
Purchases of securities available for sale | (6,520,220) | (3,478,555) | ||||
Proceeds from maturities and paydowns of securities available for sale | 8,149,763 | 6,925,715 | ||||
Proceeds from maturities and paydowns of securities held to maturity | 5,537,069 | |||||
Net change in loans | (17,270,585) | (8,165,716) | ||||
Purchases of premises and equipment | (289,599) | (174,357) | ||||
Proceeds from real estate owned sales | 932,831 | 6,682 | ||||
Distribution from limited partnership | 29,232 | 14,516 | ||||
Other investing activities | (95,086) |
(45,111) | ||||
Net cash provided (used) by investing activities | (15,063,664) |
620,243 | ||||
Financing Activities | ||||||
Net change in | ||||||
Noninterest-bearing, interest bearing demand and savings deposits | 1,847,145 | 5,618,718 | ||||
Certificates of deposits | 7,146,976 | 7,986,332 | ||||
Repayment of note payable | (30,679) | (30,679) | ||||
Proceeds from FHLB advances | 29,280,000 | 158,035,334 | ||||
Repayment of FHLB advances | (23,047,084) | (153,743,596) | ||||
Net change in advances by borrowers for taxes and insurance | (84,845) | 99,382 | ||||
Stock repurchased | (11,232,791) | (14,110,229) | ||||
Proceeds from exercise of stock options | 5,000 | 53,950 | ||||
Dividends paid | (1,093,182) |
(1,172,205) | ||||
Net cash provided by financing activities | 2,790,540 |
2,737,007 | ||||
Net Change in Cash and Cash Equivalents | (9,820,052) |
3,187,022 | ||||
Cash and Cash Equivalents, Beginning of Year | 30,557,673 |
21,046,057 | ||||
Cash and Cash Equivalents, End of Period | $20,737,621 |
$24,233,079 | ||||
Additional Cash Flows Information | |||
Interest paid | $12,142,544 | $15,285,580 | |
Income tax paid | 1,700,000 | 375,000 | |
Transfers from loans to foreclosed real estate | 535,485 | 255,648 | |
Loans transferred to loans held for sale, net | 3,900,029 | ||
Mortgage servicing rights capitalized | 100,568 | 219,969 |
Three Months Ended June 30, | |||||||
2002 |
2001 | ||||||
Income |
Weighted- Average Shares |
Per-Share Amount |
Income |
Weighted- Average Shares |
Per-Share Amount | ||
(000's) | (000's) | ||||||
Basic Earnings Per Share | |||||||
Income available to common shareholders | $2,013 | 5,739,746 | $0.35 | $2,164 | 7,109,629 | $0.30 | |
Effect of Dilutive Securities | |||||||
Stock options and RRP grants | |
130,513 |
|
|
7,654 |
| |
Diluted Earnings Per Share | |||||||
Income available to common stockholders | |||||||
and assumed conversions | $2,013 |
5,870,259 |
$0.34 |
$2,164 |
7,117,283 |
$0.30 |
Six Months Ended June 30, | |||||||
2002 |
2001 | ||||||
Income |
Weighted- Average Shares |
Per-Share Amount |
Income |
Weighted- Average Shares |
Per-Share Amount | ||
(000's) | (000's) | ||||||
Basic Earnings Per Share | |||||||
Income available to common shareholders | $3,897 | 5,793,963 | $0.67 | $3,903 | 7,413,930 | $0.53 | |
Effect of Dilutive Securities | |||||||
Stock options and RRP grants | |
98,618 |
|
|
9,747 |
| |
Diluted Earnings Per Share | |||||||
Income available to common stockholders | |||||||
and assumed conversions | $3,897
|
5,892,581
|
$0.66
|
$3,903
|
7,423,677
|
$0.53
|
June 30, 2002
Net Portfolio Value | |||||
Changes In Rates |
$ Amount |
$ Change
|
% Change
|
NPV as % of
PV of Assets
| |
NPV Ratio |
Change | ||||
+300 bp | 67,547 | (36,117) | (35)% | 9.39% | (385)bp |
+200 bp | 80,727 | (22,937) | (22)% | 10.90% | (234)bp |
+100 bp | 93,462 | (10,202) | (10)% | 12.27% | (97)bp |
0 bp | 103,664 | 13.24% | |||
-100 bp | 106,885 | 3,221 | 3% | 13.38% | +14 bp |
-200 bp | 109,419 | 5,755 | 6% | 13.43% | +19 bp |
-300 bp | 113,268 | 9,604 | 9% | 13.68% | +44 bp |
June 30, 2001
Net Portfolio Value | |||||
Changes In Rates |
$ Amount |
$ Change
|
% Change
|
NPV as % of
PV of Assets
| |
NPV Ratio |
Change | ||||
+300 bp | 71,919 | (31,086) | (30)% | 9.98% | (335)bp |
+200 bp | 83,527 | (20,478) | (20)% | 11.18% | (215)bp |
+100 bp | 94,450 | (9,555) | (9)% | 12.37% | (96)bp |
0 bp | 105,005 | 13.33% | |||
-100 bp | 110,517 | 6,512 | 5% | 13.92% | +59 bp |
-200 bp | 112,797 | 8,792 | 8% | 14.02% | +69 bp |
-300 bp | 117,958 | 13,952 | 13% | 14.40% | +107 bp |
PART II. | OTHER INFORMATION | |||||
Item 1. | Legal Proceedings | |||||
None. | ||||||
Item 2. | Changes in Securities and use of Proceeds | |||||
None. | ||||||
Item 3. | Defaults Upon Senior Securities. | |||||
None. | ||||||
Item 4. | Submission of Matters to Vote of Security Holders. | |||||
The following is a record of the votes cast at the Company's Annual Meeting of Stockholders in the election of directors of the Company: | ||||||
FOR |
VOTE WITHHELD |
|||||
Linn A. Crull | 5,154,217 | 18,773 | ||||
Wilbur R. Davis | 5,165,020 | 7,970 | ||||
Steven L. Banks | 5,108,058 | 64,932 | ||||
Jon R. Marler | 5,151,417 | 21,573 | ||||
Accordingly, the individuals named above were declared to be duly elected directors of the Company for a three-year term to expire in 2005. | ||||||
The following is a record of the votes cast for the proposal to ratify the appointment of BKD,LLP as the Company's independent auditors for the fiscal year ending December 31, 2002. | ||||||
NUMBER OF VOTES |
||||||
FOR | 5,124,539 | |||||
AGAINST | 28,150 | |||||
ABSTAIN | 20,301 | |||||
Accordingly, the proposal described above was declared to be duly adopted
by the stockholders of the Corporation. | ||||||
Item 5. | Other Information. | |||||
None. | ||||||
Item 6. | Exhibits and Reports on Form 8-K. | |||||
(a) | No reports on Form 8-K were filed during the quarter ended June 30, 2002. |
MutualFirst Financial, Inc. | |||
Date: | August 12, 2002 | By: |
/s/ R. Donn Roberts R. Donn Roberts President and Chief Executive Officer |
Date: | August 12, 2002 | By: | /s/ Timothy J. McArdle Timothy J. McArdle Senior Vice President and Treasurer |
Each of the undersigned hereby certifies in his capacity as an officer of MutualFirst Financial, Inc. (the "Company") that the Quarterly Report of the Company on Form 10-Q for the period ended June 30, 2002 fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and that the information contained in such report fairly presents, in all material respects, the financial condition of the Company at the end of such period and the results of operations of the Company for such period.
Dated: | August 12, 2002 | /s/ R. Donn Roberts R. Donn Roberts Chief Executive Officer | |
Dated: | August 12, 2002 | /s/ Timothy J. McArdle Senior Vice President, Treasurer and Chief Financial Officer |