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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)


[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


Commission File Number: 000-27905
 
MutualFirst Financial, Inc.
(Exact Name of registrant specified in its charter)

Maryland
(State or other jurisdiction of
incorporation or organization)
35-2085640
(I.R.S. Employer
Identification Number)

110 East Charles Street
Muncie, Indiana 47305
(765) 747-2800
(Registrant's telephone number, including area code)


Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such report), and (2) has been subject to such filing requirements for the past 90 days.        Yes [X]       No[   ]

The number of shares of the Registrant's common stock, without par value, outstanding as of June 30, 2002 was 6,040,141.



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FORM 10 - Q
MutualFirst Financial, Inc.


INDEX
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





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PART 1       FINANCIAL INFORMATION
ITEM 1.       Financial Statements

MUTUALFIRST FINANCIAL, INC. AND SUBSIDIARY
Consolidated Condensed Balance Sheets

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 

See notes to consolidated condensed financial statements.


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MUTUALFIRST FINANCIAL, INC. AND SUBSIDIARY
Consolidated Condensed Statements of Income
(Unaudited)

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 

See notes to consolidated condensed financial statements.



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MUTUALFIRST FINANCIAL, INC. AND SUBSIDIARY
Consolidated Condensed Statement of Stockholders' Equity
For the Six Months Ended June 30, 2002
(Unaudited)


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 

See notes to consolidated condensed financial statements.



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MUTUALFIRST FINANCIAL, INC. AND SUBSIDIARY
Consolidated Statements of Cash Flows

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 

See notes to consolidated condensed financial statements.


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MutualFirst Financial, Inc. and Subsidiaries
NOTES TO UNAUDITED CONSOLIDATED CONDENSED
FINANCIAL STATEMENTS


NOTE 1: Basis of Presentation

The consolidated financial statements include the accounts of MutualFirst Financial, Inc. (the "Company"), its wholly owned subsidiary, Mutual Federal Savings Bank, a federally chartered savings bank ("Mutual Federal"), and Mutual Federal's two wholly owned subsidiaries, First MFSB Corporation and Third MFSB Corporation. All significant inter-company accounts and transactions have been eliminated in consolidation.

Certain information and note disclosures normally included in the Company's annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. These consolidated condensed financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's Form 10-K annual report for 2001 filed with the Securities and Exchange Commission.

The interim consolidated financial statements have been prepared in accordance with instructions to Form 10-Q, and therefore do not include all information and footnotes necessary for a fair presentation of financial position, results of operations and cash flows in conformity with generally accepted accounting principles.

The interim consolidated financial statements at June 30, 2002, and for the three and six month periods ended June 30, 2002 have not been audited by independent accountants, but in the opinion of management, reflect all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows for such periods. The results of operations for the period are not necessarily indicative of the results to be expected for the full year.

The Consolidated Condensed Balance Sheet of the Company as of December 31, 2001 has been derived from the Audited Consolidated Balance Sheet of the Company as of that date.

NOTE 2: Benefit Plans

On December 1, 2000, the stockholders of the Company approved a Stock Option Plan and a Recognition and Retention Plan (RRP). These plans allow for the purchase in the open market or through the issuance of authorized and unissued shares of up to 581,961 shares of common stock for the Stock Option Plan and 232,784 shares of common stock for the RRP. Under the Stock Option Plan, stock option rights covering 581,961 shares of stock may be granted to officers, key employees and directors of the Company and its subsidiaries. Options for 507,000 of such shares were granted effective January 12, 2001. The options have an exercise price per share equal to the market value at the date of grant. Of the options granted, 247,248 have a 15-year term and 259,752 have a 10-year term. 212,000 of these options become exercisable at the rate of 33.3% per year and 295,000 become exercisable at a rate of 20% per year. Under the RRP plan, stock awards covering 232,784 shares of common may be awarded to the directors and key employees of the Company and its subsidiaries. Grants of 209,000 of such shares have been awarded effective January 12, 2001. Beginning March 20, 2001, 122,000 of these shares vest at a rate of 20% per year and 77,500 vest at a rate of 33.3% per year, and 9,500 shares were fully vested as of March 20, 2002. Expense under the RRP plan was $188,000 and $391,000 for the three- and six-month periods ended June 30, 2002, respectively.



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NOTE 3: Earnings per share

Earnings per share were computed as follows:

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 



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

General

MutualFirst Financial, Inc., a Maryland corporation (the "Company"), was organized in September 1999. On December 29, 1999, it acquired the common stock of Mutual Federal Savings Bank ("Mutual Federal") upon the conversion of Mutual Federal from a federal mutual savings bank to a federal stock savings bank.

Mutual Federal was originally organized in 1889 and currently conducts its business from seventeen full service offices located in Delaware, Randolph, Grant, and Kosciusko counties, Indiana, with its main office located in Muncie. Mutual Federal's principal business consists of attracting deposits from the general public and originating fixed rate and adjustable rate loans secured primarily by first mortgage liens on one-to-four family residential real estate as well as commercial real estate and loans on consumer goods. Mutual Federal's deposit accounts are insured up to applicable limits by the Savings Association Insurance Fund (SAIF) of the FDIC.

Mutual Federal currently owns two subsidiaries, First MFSB Corporation and Third MFSB Corporation. The assets of First MFSB Corporation consist of an investment in Family Financial Life Insurance Company. Family Financial is an Indiana stock insurance company that primarily engages in retail sales of mortgage and credit life insurance products in connection with loans originated by it's shareholder financial institutions. Third MFSB, which does business as Mutual Financial Services, offers tax deferred annuities and long term health and life insurance products. All securities-related products and services made available through Mutual Financial Services are offered by a third party independent broker-dealer.

The Company's results of operations depend primarily on the level of net interest income, which is the difference between the interest income earned on interest-earning assets, such as loans and investments, and costs incurred with respect to interest-bearing liabilities, primarily deposits and borrowings. Results of operations also depend upon the level of the Company's non-interest income, including fee income and service charges, and the level of its non-interest expense, including general and administrative expenses.




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Critical Accounting Policies

The notes to the consolidated financial statements contain a summary of the Company's significant accounting policies presented on pages 22 and 23 of the Annual Report to Shareholders for the year ended December 31, 2001. Certain of these policies are important to the portrayal of the Company's financial condition, since they require management to make difficult, complex or subjective judgments, some of which may relate to matters that are inherently uncertain. Management believes that its critical accounting policies include determining the allowance for loan losses, the valuation of foreclosed assets and the valuation of intangible assets.

Allowance for Loan Losses

The allowance for loan losses is a significant estimate that can and does change based on management's assumptions about specific borrowers and current general economic and business conditions, among other factors. Management reviews the adequacy of the allowance for loan losses on at least a quarterly basis. The evaluation by management includes consideration of past loan loss experience, changes in the composition of the loan portfolio, the current condition and amount of loans outstanding, identified problem loans and the probability of collecting all amounts due.

The determination of the adequacy of the allowance for loan losses is based on estimates that are particularly susceptible to significant changes in the economic environment and market conditions. A worsening or protracted economic decline would increase the likelihood of additional losses due to credit and market risk and could create the need for additional loss reserves.

Foreclosed Assets

Foreclosed assets are carried at the lower of cost or fair value less estimated selling costs. Management estimates the fair value of the properties based on current appraisal information. Fair value estimates are particularly susceptible to significant changes in the economic environment, market conditions, and the real estate market. A worsening or protracted economic decline would increase the likelihood of a decline in property values and could create the need to write down the properties through current operations.

Intangible Assets

The Company periodically assesses the impairment of its goodwill and the recoverability of its core deposit intangible. Impairment is the condition that exists when the carrying amount of goodwill exceeds its implied fair value. If actual external conditions and future operating results differ from the Company's judgments, impairment and/or increased amortization charges may be necessary to reduce the carrying value of these assets to the appropriate value.




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Forward Looking Statements

This quarterly report on Form 10-Q ("Form 10-Q") contains statements which constitute forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may appear in a number of places in this Form 10-Q and include statements regarding the intent, belief, outlook, estimate or expectations of the company, its directors or its officers primarily with respect to future events and the future financial performance of the company. Readers of this Form 10-Q are cautioned that any such forward looking statements are not guarantees of future events or performance and involve risk and uncertainties, and that actual results may differ materially from those in the forward looking statements as a result of various factors. The accompanying information contained in this Form 10-Q identifies important factors that could cause such differences. These factors include changes in interest rate; the loss of deposits and loan demand to other financial institutions; substantial changes in financial markets; changes in real estate values and the real estate market; or regulatory changes.

Financial Condition

Assets totaled $776.7 million at June 30, 2002, an increase of $7.3 million from $769.3 million at December 31, 2001. The primary reason for the increase was due to an $18.8 million increase in loans, including loans held for sale, from $653.6 million at December 31, 2001 to $672.4 million at June 30, 2002. This was partially offset by the use of cash and cash equivalents and proceeds from the maturity of investment securities available for sale for stock repurchases of $11.2 million and loan growth during the period. Excluding loans held for sale, the real estate mortgage loan portfolio decreased $5.1 million during the period. Consumer loans increased $11.6 million and commercial business loans increased $5.3 million.

Allowance for loan losses increased $491,000 from $5.4 million at December 31, 2001 to $5.9 million at June 30, 2002. The company determined to increase its allowance primarily due to an increase in classified commercial and one- to four- family real estate loans. Net charge offs for the first half of 2002 were $472,000 or .14% of average loans on an annualized basis, compared to $1.7 million, or .52% for the first half of 2001 which included a large commercial loan chargeoff.

Total deposits were $547.9 million at June 30, 2002 an increase of $9.0 million or 1.7% from $538.9 million at December 31, 2001. Of this growth, $3.6 million was in non-interest bearing deposits. Total borrowings increased $6.3 million to $117.0 million at June 30, 2002 from $110.7 million at December 31, 2001 to fund loan growth and share repurchases.

Stockholders' equity decreased $7.7 million to $102.0 million at June 30, 2002 from $109.7 million at December 31, 2001. The decrease was due primarily to the repurchase of 654,631 shares of common stock for $11.2 million and dividend payments of $1.1 million. These decreases were partially offset by net income of $3.9 million, Employee Stock Ownership Plan (ESOP) shares earned of $281,000, and RRP shares earned of $391,000. Also, unrealized gain on securities available for sale increased $57,000.



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Comparison of the Operating Results for the Three Months Ended June 30, 2002 and 2001

Net income for the quarter ended June 30, 2002 was $2.0 million, or $.35 for basic and $.34 for diluted earnings per share. This compared to net income for the comparable period in 2001 of $2.2 million, or $.30 for both basic and diluted earnings per share. Annualized return on average assets was 1.04% and return on average equity was 7.71% for the second quarter of 2002, compared to 1.12% and 7.09%, respectively, for the same period last year.

Interest income decreased $1.4 million, or 9.9%, from $14.1 million for the three months ended June 30, 2001 to $12.7 million for the three months ended June 30, 2002. Interest expense decreased $1.6 million, or 21.6%, from $7.5 million for the three months ended June 30, 2001, to $5.9 million for the three months ended June 30, 2002. As a result, net interest income for the three-month period ended June 30, 2002, increased $229,000, or 3.5%, compared to the same period in 2001. The average interest rate spread increased from 3.26% for the three-month period ended June 30, 2001, to 3.59% for the comparable period in 2002 as yields on interest earning-assets continued to decrease at a slower rate than the decrease in the cost of interest-bearing liabilities.

The provision for loan losses for the second quarter of 2002 was $375,000 compared to $296,000 for the same period in 2001. Non-performing loans to total loans at June 30, 2002, were .88% compared to .64% at June 30, 2001. Non-performing assets to total assets were .87% at June 30, 2002, compared to .71% at June 30, 2001. The increase was due to higher non-performing one- to four- family and commercial mortgage loan balances brought about by the continued slow economy. The non-performing commercial properties are comprised primarily of two nursing home loans totaling $1.8 million and four other loans totaling $536,000. Specific reserves of $150,000 have been established on these loans. Negotiations are in progress with the owners and possible buyers to satisfy these obligations.

Non-interest income, excluding net gain on loan sales, increased $86,000, or 7.8%, to $1.2 million for the three-months ended June 30, 2002 compared to $1.1 million for the same period in 2001. During the second quarter of 2001, there was a gain of $187,000 on the sale of fixed rate residential mortgage loans, compared to $202,000 for the same period in 2002.

Non-interest expense increased $511,000 or 11.2% to $5.1 million for the three months ended June 30, 2002 compared to $4.6 million for the same period in 2001. Salaries and employee benefits were $3.2 million for the three months ended June 30, 2002 compared to $2.8 million for the 2001 period, an increase of $363,000 or 13.0%. The increase in salaries and benefits included a $158,000 increase in health insurance premium costs, increased ESOP expense due to the increase in the company's stock price, and annual pay increases. All other expenses increased $149,000 or 8.4% for the three-month period ended June 30, 2002 compared to the same period in 2001. Much of this increase is attributed to a $99,000 increase in real estate owned expense.



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Income tax expense decreased $109,000 for the three-months ended June 30, 2002, compared to the same period in 2001. The decrease resulted from decreased taxable income, and a decrease in the effective tax rate from 28.8% to 27.1%.

Comparison of the Operating Results for the Six-Months Ended June 30, 2002 and 2001.

Net income for the six month period ended June 30, 2002 was $3.9 million or $.67 for basic and $.66 for diluted earnings per share. This compared to $3.9 million or $.53 for both basic and diluted earnings per share for the comparable period in 2001. The increase in earnings per share was a result of share repurchases during the period and represented a 24.5% improvement. The annualized return on average assets was 1.01% and the annualized return on average equity was 7.37% for the first half of 2002, compared to 1.02% and 6.29%, respectively, for the same period in 2001. Interest income decreased $2.7 million, or 9.6% from $28.2 million for the six months ended June 30, 2001 to $25.5 million for the six months ended June 30, 2002. Interest expense decreased $3.2 million, or 21.2% from $15.2 million for the six months ended June 30, 2001 to $12.0 million for the same period in 2002. As a result, net interest income for the six-month period ended June 30, 2002 increased $536,000 or 4.15% compared to the same period in 2001. The average interest rate spread increased from 3.16% for the six months ended June 30, 2001 to 3.52% for the comparable period in 2002 as yields on interest-earnings assets decreased at a slower rate than the decrease in the cost of interest-bearing liabilities.

The non-interest income was unchanged for the six months ended June 30, 2002 compared to the same period last year.

Non-interest expense increased $64,000 for the six months ended June 30, 2002 compared to the same period in 2001. Salaries and employee benefits increased $176,000. The reasons for the increase can be attributed to additional health insurance premium costs, increased ESOP expense and normal salary increases. Net occupancy expenses increased $77,000 from $454,000 for the six months ended June 30, 2001 to $531,000 for the same period in 2002. This increase can be attributed primarily to an increase in property tax accruals due to reassessments and increased tax rates. All other non-interest expense categories decreased $189,000 for the six months ended June 30, 2002 compared to the same period in 2001 for a variety of reasons, including realized synergies as a result of the December 2000 merger with Marion Capital Holdings.

Income tax expense increased $40,000 for the six months ended June 30, 2002 compared to the six months ended June 30, 2001. The increase resulted from increased taxable income and an increase in the effective tax rate from 26.1% to 26.7%.

Liquidity and Capital Resources

The standard measure of liquidity for savings associations is the ratio of cash and eligible investments to a certain percentage of the net-withdrawable savings accounts and borrowings due within one year. As of June 30, 2002, Mutual Federal had liquid assets of $49.9 million and a liquidity ratio of 7.99%.



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ITEM 3 - Quantitative and Quantitative Disclosures about Market Risk

Presented below as of June 30, 2002 and 2001 is an analysis of Mutual Federal's interest rate risk as measured by changes in Mutual Federal's net portfolio value ("NPV") assuming an instantaneous and sustained parallel shift in the yield curve, in 100 basis point increments, up and down 300 basis points.

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


The analysis at June 30, 2002 indicates that there have been no material changes in market interest rates for Mutual Federal's interest rate sensitivity instruments which would cause a material change in the market risk exposures that effect the quantitative and qualitative risk disclosures as presented in item 7A of the Company's annual report on Form 10-K for the period ended December 31, 2001.






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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.




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SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


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


























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CERTIFICATION

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















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End.