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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, 2003
 
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[   ]


Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
  Yes  [X]    No[   ]


The number of shares of the Registrant's common stock, with $.01 par value, outstanding as of June 30, 2003 was 5,267,974.






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FORM 10 - Q
MutualFirst Financial, Inc.

INDEX


PART I - FINANCIAL INFORMATION
Page
Number
 
Item 1. Financial Statements
Consolidated Condensed Balance Sheets at
June 30, 2003 and December 31, 2002 1
Consolidated Condensed Statement of Income for the 
three and six months ended June 30, 2003 and 
June 30, 2002 2
Consolidated Condensed Statement of Stockholders' Equity
for the six months ended June 30, 2003 3
Consolidated Condensed Statements of Cash Flows for the
six months ended June 30, 2003 and June 30, 2002 4
Notes to Unaudited Consolidated Condensed Financial Statements5
 
Item 2. Management's Discussion and Analysis of Financial Condition 
and Results of Operations 8
 
Item 3. Quantitative and Qualitative Disclosures about Market Risk 13
 
Item 4. Controls and Procedures 14
 
PART II - OTHER INFORMATION
 
Item 1. Legal Proceedings 15
 
Item 2. Changes in Securities and Use of Proceeds 15
 
Item 3. Defaults Upon Senior Securities 15
 
Item 4. Submission of Matters to a Vote of Security Holders 15
 
Item 5. Other Information 15
 
Item 6. Exhibits and Reports on Form 8-K 16
 
Signature Page 17
 






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PART 1  FINANCIAL INFORMATION
ITEM 1 - Financial Statements

MUTUALFIRST FINANCIAL, INC. AND SUBSIDIARY
Consolidated Condensed Balance Sheets

June 30, December 31,
2003
2002
(Unaudited)
Assets
Cash $  20,160,986  $  17,986,004 
Interest-bearing deposits 2,319,720 
5,633,953 
  Cash and cash equivalents 22,480,706  23,619,957 
Investment securities available for sale 33,294,544  42,362,138 
Loans held for sale 11,666,529  7,850,711 
Loans 677,274,816  647,398,940 
  Allowance for loan losses (6,538,664)
(6,285,959)
Net loans 670,736,152  641,112,981 
Premises and equipment 9,590,262  9,186,501 
Federal Home Loan Bank of Indianapolis stock, at cost 7,086,100  6,993,400 
Investment in limited partnerships 5,243,939  5,616,485 
Cash surrender value of life insurance 25,592,357  25,439,308 
Foreclosed real estate 928,115  1,472,865 
Interest receivable 3,390,860  3,201,001 
Core deposit intangibles and goodwill 914,601  921,462 
Deferred income tax benefit 4,241,999  4,118,344 
Other assets 4,746,796 
3,902,506 
    Total assets $799,912,960 
$775,797,659 
Liabilities
Deposits
    Non-interest-bearing $  34,010,525  $  28,908,935 
    Interest bearing 541,260,094 
521,455,008 
      Total deposits 575,270,619  550,363,943 
Federal Home Loan Bank advances 114,636,917  115,403,203 
Other borrowings 2,884,164  2,883,631 
Advances by borrowers for taxes and insurance 2,840,914  1,334,768 
Interest payable 783,541  1,015,977 
Other liabilities 8,534,339 
8,079,011 
    Total liabilities 704,950,494 
679,080,533 
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 --- 5,267,974 and 5,523,052 shares 52,680  55,231 
  Additional paid-in capital 33,395,921  38,782,755 
  Retained earnings 65,215,984  61,779,695 
  Accumulated other comprehensive income 278,968  464,452 
  Unearned employee stock ownership plan (ESOP) shares (3,337,186) (3,496,106)
  Unearned recognition and retention plan (RRP) shares (643,901)
(868,901)
    Total stockholders' equity 94,962,466 
96,717,126 
    Total liabilities and stockholders' equity $799,912,960 
$775,797,659 
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 Six Months Ended
June 30
June 30
2003
2002
2003
2002
Interest Income
  Loans receivable, including fees $11,316,230  $12,229,245  $22,632,200  $24,444,131 
    Investment securities:
      Mortgage-backed securities 143,051  140,203  300,209  294,319 
      Federal Home Loan Bank stock 92,734  108,973  193,938  212,437 
      Other investments 172,430  206,815  362,522  423,405 
  Deposits with financial institutions 12,896 
30,889 
39,106 
96,784 
        Total interest income 11,737,341 
12,716,125 
23,527,975 
25,471,076
Interest Expense
  Passbook savings 89,839  157,355  184,960  316,906 
  Certificates of deposit 3,217,437  4,017,827  6,539,052  8,244,816 
  Daily Money Market accounts 128,913  193,166  253,043  402,877 
  Demand and NOW acounts 49,878  119,897  99,210  239,834 
  Federal Home Loan Bank advances 1,326,715  1,384,395  2,684,450  2,768,659 
  Other interest expense 15,606 
15,606 
31,212 
40,316 
        Total interest expense 4,828,388 
5,888,246 
9,791,927 
12,013,408 
Net Interest Income 6,908,953  6,827,879  13,736,048  13,457,668 
  Provision for losses on loans 375,000 
375,000 
750,000 
962,483 
Net Interest Income After Provision for Loan Losses 6,533,953 
6,452,879 
12,986,048 
12,495,185 
Other Income
  Service fee income 748,015  688,189  1,446,910  1,294,862 
  Equity in losses of limited partnerships (78,169) (101,552) (224,611) (138,943)
  Commissions 175,145  189,417  350,254  378,541 
  Net gains on loan sales 572,703  202,355  922,766  202,355 
  Increase in cash surrender value of life insurance 501,542  308,000  795,542  608,000 
  Other income 70,897 
105,691 
105,108 
218,990 
        Total other income 1,990,133 
1,392,100 
3,395,969 
2,563,805 
Other Expenses
  Salaries and employee benefits 3,220,769  3,160,964  6,476,977  6,169,899 
  Net occupancy expenses 267,770  288,827  552,558  530,813 
  Equipment expenses 253,552  226,625  497,525  424,371 
  Data processing fees 150,987  199,742  309,674  393,490 
  Automated teller machine 119,949  131,337  234,348  216,793 
  Deposit insurance expense 22,065  23,443  45,214  47,611 
  Advertising and promotion 227,317  114,616  322,532  208,108 
  Goodwill amortization 3,431  42,532  6,861  87,672 
  Other expenses 923,516 
896,072 
1,698,849 
1,665,683 
        Total other expenses 5,189,356 
5,084,158 
10,144,538 
9,744,440 
Income Before Income Tax 3,334,730  2,760,821  6,237,479  5,314,550 
  Income tax expense 944,750 
747,950 
1,780,050 
1,417,550 
Net Income $2,389,980 
$2,012,871 
$4,457,429 
$3,897,000 
  Basic earnings per share $0.49  $0.35  $0.89  $0.67 
  Diluted earnings per share $0.47  $0.34  $0.86  $0.66 
  Dividends per share $0.10  $0.09  $0.20  $0.18 

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, 2003
(Unaudited)

Common Stock
Accumulated
Additional Other Unearned Unearned
Shares paid-in Comprehensive Retained Comprehensive ESOP RRP
Outstanding
Amount
capital
Income
Earnings
Income
shares
shares
Total
Balances, December 31, 2002 5,523,052  $55,231  $38,782,755  $61,779,695  $464,452  ($3,496,106) ($868,901) $96,717,126 
Comprehensive income
  Net income for the period $4,457,429  $4,457,429  4,457,429 
  Other comprehensive income, net of tax
    Net unrealized losses on securities (185,484)
(185,484) (185,484)
Comprehensive income $4,271,945 
ESOP shares earned 189,087  158,920  348,007 
Cash dividends ($.10 per share) (1,021,139) (1,021,139)
RRP shares earned 225,000  225,000 
Stock repurchased (274,778) (2,748) (5,861,374) (5,864,122)
Stock options exercised 19,700 
197 
285,453 
 
 
 
 
285,650 
Balances, June 30, 2003 5,267,974 
$52,680 
$33,395,921 
$65,215,984 
$278,968 
($3,337,186)
($643,901)
$94,962,466 
See notes to consolidated condensed financial statements.


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

Six Months Ended
June 30,
2003
2002
Operating Activities
  Net income $    4,457,429  $    3,897,000 
  Adjustments to reconcile net income to net cash provided by operating activities
    Provision for loan losses 750,000  962,483 
    Securities gains 10,454 
    Net loss on disposal of premise and equipment 1,986 
    Net loss on sale of real estate owned 66,754  123,288 
    Securities amortization (accretion), net 204,737  18,787 
    ESOP shares earned 348,007  281,399 
    RRP shares earned 225,000  391,000 
    Equity in losses of limited partnerships 224,611  138,943 
    Amortization of net loan origination costs 758,119  899,777 
    Amortization of core deposit intangibles and goodwill 6,861  87,672 
    Depreciation and amortization 484,246  430,986 
    Loans originated for sale (32,157,642) (13,446,838)
    Proceeds from sales on loans held for sale 29,264,590  10,259,120 
    Gains on sales of loans held for sale (922,766) (202,355)
    Change in
      Interest receivable (189,859) (59,384)
      Other assets (837,278) (642,865)
      Interest payable (232,436) (129,136)
      Other liabilities 521,105  49,209 
      Net change in cash surrender value of life insurance (153,049)
(608,000)
        Net cash provided by operating activities 2,828,883 
2,453,072 
Investing Activities
  Purchases of securities available for sale (6,754,024) (6,520,220)
  Proceeds from maturities and paydowns of securities available for sale 5,359,020  8,149,763 
  Proceeds from sales of securities available for sale 9,938,268 
  Net change in loans (31,859,340) (17,270,585)
  Purchases of premises and equipment (888,007) (289,599)
  Proceeds from real estate owned sales 1,074,018  932,831 
  Purchase of FHLB of Indianapolis stock (92,700)
  Purchase of interest in limited partnership (500,000)
  Distribution from limited partnership 640,923  29,232 
  Other investing activities 132,028 
(95,086)
        Net cash used by investing activities (22,949,814)
(15,063,664)
Financing Activities
  Net change in
    Noninterest-bearing, interest bearing demand and savings deposits 13,385,090  1,847,145 
  Certificates of deposits 11,521,586  7,146,976 
  Repayment of note payable (30,679) (30,679)
  Proceeds from FHLB advances 32,500,000  29,280,000 
  Repayment of FHLB advances (33,300,852) (23,047,084)
  Net change in advances by borrowers for taxes and insurance 1,506,146  (84,845)
  Stock repurchased (5,864,122) (11,232,791)
  Proceeds from exercise of stock options 285,650  5,000 
  Dividends Paid (1,021,139)
(1,093,182)
        Net cash provided by financing activities 18,981,680 
2,790,540 
Net Change in Cash and Cash Equivalents (1,139,251) (9,820,052)
Cash and Cash Equivalents, Beginning of Year 23,619,957 
30,557,673 
Cash and Cash Equivalents, End of Period $22,480,706 
$20,737,621 
Additional Cash Flows Information
  Interest paid $10,024,363  $12,142,544 
  Income tax paid 2,020,000  1,700,000 
  Transfers from loans to foreclosed real estate 728,050  535,485 
  Loans transferred to loans held for sale, net 3,900,029 
  Mortgage servicing rights capitalized 286,280  100,568 

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 2002 filed with the Securities and Exchange Commission.

The interim consolidated financial statements at June 30, 2003 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, 2002 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 87,000 shares were fully vested as of March 20, 2002. Expense under the RRP plan was $112,500 and $225,000 for the three- and six-month periods ended June 30, 2003, respectively.



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Note 3: Stock Options

The Company has a stock-based employee compensation plan, which is described more fully in Notes to Financial Statements included in the December 31, 2002 Annual Report to shareholders. The Company accounts for this plan under the recognition and measurement principles of APB Opinion No. 25, Accounting for Stock Issued to Employees, and related interpretations. No stock-based employee compensation cost is reflected in net income, as all options granted under the plan had an exercise price equal to the market value of the underlying common stock on the grant date. The following table illustrates the effect on net income and earnings per share if the Company had applied the fair value provisions of Statement of Financial Accounting Standards (SFAS) No. 123, Accounting for Stock-Based Compensation, to stock-based employee compensation. (DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA).

Three Months Ended
Six Months Ended
June 30, 2003
June 30, 2002
June 30, 2003
June 30, 2002
Net income, as reported $2,390  $2,013  $4,457  $3,897 
Less: Total stock-based employee
compensation cost determined under
the fair value based method, net of
income taxes ($39)
($151)
($78)
($302)
Pro forma net income $2,351  $1,862  $4,379  $3,595 
Earnings per share:
Basic - as reported $0.49  $0.35  $0.89  $0.67 
Basic - proforma $0.48  $0.32  $0.88  $0.62 
Diluted - as reported $0.47  $0.34  $0.86  $0.66 
Diluted - proforma $0.47  $0.32  $0.85  $0.61 




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Note 4: Earnings per share

Earnings per share were computed as follows: (DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)

Three Months Ended June 30,
2003
2002
Weighted- Weighted-
Average Per-Share Average Per-Share
Income
Shares
Amount
Income
Shares
Amount
Basic Earnings Per Share
    Income available to common shareholders $2,390 4,869,462 $0.49 $2,013 5,739,746 $0.35
Effect of Dilutive securities
   Stock options and RRP grants  
175,174
 
 
130,513
 
Diluted Earnings Per Share
   Income available to common stockholders and assumed
    conversions $2,390
5,044,636
$0.47
$2,013
5,870,259
$0.34


Six Months Ended June 30,
2003
2002
Weighted- Weighted-
Average Per-Share Average Per-Share
Income
Shares
Amount
Income
Shares
Amount
Basic Earnings Per Share
   Income available to common shareholders $4,457 5,002,173 $0.89 $3,897 5,793,963 $0.67
Effect of Dilutive securities
   Stock options and RRP grants  
164,592
 
 
98,618
 
Diluted Earnings Per Share
   Income available to common stockholders and assumed
     conversions $4,457
5,166,765
$0.86
$3,897
5,892,581
$0.66

Note 5: Effect of Recent Accounting Pronouncements

The Financial Accounting Standards Board ("FASB") adopted Statement of Financial Accounting Standards ("SFAS") No. 148, Accounting for Stock-Based Compensation - Transition and Disclosure. This Statement amends FASB Statement No. 123, Accounting for Stock-Based Compensation. SFAS No. 148 provides alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, SFAS No. 148 amends the disclosure requirements of SFAS No. 123 to require more prominent and more frequent disclosures in financial statements about the effects of stock-based compensation.

Under the provisions of SFAS No. 123, companies that adopted the fair value based method were required to apply that method prospectively for new stock option awards. This contributed to a "ramp-up" effect on stock-based compensation expense in the first few years following adoption, which caused concern for companies and investors because of the lack of consistency in reported results. To address that concern, SFAS No. 148 provides two additional methods of transition that reflect an entity's full complement of stock-based compensation expense immediately upon adoption, thereby eliminating the ramp-up effect.



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SFAS No. 148 also improves the clarity and prominence of disclosures about the proforma effects of using the fair value based method of accounting for stock-based compensation for all companies - regardless of the accounting method used - by requiring that the data be presented more prominently and in a more user-friendly format in the footnotes to the financial statements. In addition, SFAS No. 148 improves the timeliness to those disclosures by requiring that this information be included in interim as well as annual financial statements. In the past, companies were required to make proforma disclosures only in annual financial statements.

The transition guidance and annual disclosure provisions of SFAS No. 148 are effective for fiscal years ending after December 15, 2002, with earlier application permitted in certain circumstances. The interim disclosure provisions are effective for financial reports containing financial statements for interim periods beginning after December 15, 2002.

The FASB has stated it intends to issue a new statement on accounting for stock-based compensation and will require companies to expense stock options using a fair value based method at date of grant. The implementation for this proposed statement is not known.

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. The Savings Association Insurance Fund (SAIF) of the FDIC insures Mutual Federal's deposit accounts up to applicable limits.

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 its 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 to 24 of the Annual Report to Shareholders for the year ended December 31, 2002. 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, mortgage servicing rights and 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 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 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.

Mortgage Servicing Rights

Mortgage servicing rights ("MSRs") associated with loans originated and sold, where servicing is retained, are capitalized and included in other intangible assets in the consolidated balance sheet. The value of the capitalized servicing rights represents the present value of the future servicing fees arising from the right to service loans in the portfolio. Critical accounting policies for MSRs relate to the initial valuation and subsequent impairment tests. The methodology used to determine the valuation of MSRs requires the development and use of a number of estimates, including anticipated principal amortization and prepayments of that principal balance. Events that may significantly affect the estimates used are changes in interest rates, mortgage loan prepayment speeds and the payment performance of the underlying loans. The carrying value of the MSRs is periodically reviewed for impairment based on a determination of fair value. For purposes of measuring impairment, the servicing rights are compared to a valuation prepared based on a discounted cash flow methodology, utilizing current prepayment speeds and discount rates. Impairment, if any, is recognized through a valuation allowance and is recorded as amortization of intangible assets.



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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 it 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.

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 rates; the loss of deposits and loan demand to competitors; substantial changes in financial markets; changes in real estate values and the real estate market; or regulatory changes.

Financial Condition

Assets totaled $799.9 million at June 30, 2003, an increase of $24.1 million from $775.8 million at December 31, 2002. The primary reason for the increase was a $33.7 million increase in loans, including loans held for sale, from $655.3 million at December 31, 2002 to $688.9 million at June 30, 2003. This increase was partially offset by a reduction in investment securities available for sale of $9.1 million from $42.4 million at December 31, 2002 to $33.3 million at June 30, 2003 and a reduction of cash and cash equivalents from $23.6 million at December 31, 2002, to $22.5 million at June 30, 2003 to help fund the increases in loans. Excluding loans held for sale, the real estate mortgage loan portfolio increased $17.8 million during the period. Consumer loans increased $8.4 million and commercial business loans increased $3.7 million.

Allowance for loan losses increased $253,000 from $6.3 million at December 31, 2002 to $6.5 million at June 30, 2003. The Company determined to increase its allowance primarily due to a continued slow economy in some of our market areas. Net charge offs for the first half of 2003 were $497,000 or .15% of average loans on an annualized basis, compared to $472,000, or .14% for the first six months of 2002.

Total deposits were $575.3 million at June 30, 2003 an increase of $24.9 million or 4.5% from $550.4 million at December 31, 2002. Of this growth, $5.1 million was in non-interest bearing deposits. Total borrowings decreased $766,000 to $117.5 million at June 30, 2003 from $118.3 million at December 31, 2002.

Stockholders' equity decreased $1.7 million to $95.0 million at June 30, 2003 from $96.7 million at December 31, 2002. The decrease was due primarily to the repurchase of 275,000 shares of common stock for $5.9 million and dividend payments of $1.0 million. These decreases were partially offset by net income of $4.5 million, Employee Stock Ownership Plan (ESOP) shares earned of $348,000, and RRP shares earned of $225,000. Also, unrealized gain on securities available for sale decreased $185,000 from $464,000 at December 31, 2002 to $279,000 at June 30, 2003.

Comparison of the Operating Results for the Three Months Ended June 30, 2003 and 2002

Net income for the quarter ended June 30, 2003 was $2.4 million, or $.49 for basic and $.47 for diluted earnings per share. This compared to net income for the comparable period in 2002 of $2.0 million, or $.35 for basic and $.34 for diluted earnings per share. Annualized return on average assets was 1.21% and return on average equity was 10.15% for the second quarter of 2003, compared to 1.04% and 7.71%, respectively, for the same period last year.



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Interest income decreased $1.0 million, or 7.7%, from $12.7 million for the three months ended June 30, 2002 to $11.7 million for the three months ended June 30, 2003 due to a decrease in the yield on average interest-earning assets from 7.17% for the 2002 period to 6.47% for the 2003 period. The decrease in average yield was partially offset by an increase in average interest-earning assets from $709.5 million during the three months ended June 30, 2002 to $725.7 million during the comparable period in 2003. Interest expense decreased $1.1 million, or 18%, from $5.9 million for the three months ended June 30, 2002, to $4.8 million for the three months ended June 30, 2003 due to a decrease in the average cost of interest-bearing liabilities from 3.59% for the 2002 period to 2.83% for the 2003 period. The decrease in average cost was partially offset by an increase in the average interest-bearing liabilities from $655.6 million during the three months ended June 30, 2002 to $688.2 million during the comparable period in 2003. As a result, net interest income for the three-month period ended June 30, 2003, increased $81,000, or 1.2%, compared to the same period in 2002. The average interest rate spread increased from 3.58% for the three-month period ended June 30, 2002, to 3.65% for the comparable period in 2003 as yields on interest earning-assets decreased at a slightly slower rate than the decrease in the cost of interest-bearing liabilities.

The provision for loan losses for the second quarter of 2003 was $375,000, the same as last year's comparable period. Non-performing loans to total loans at June 30, 2003 were .58% compared to .88% at June 30, 2002. Non-performing assets to total assets were .68% at June 30, 2003, compared to .87% at June 30, 2002. The non-performing commercial properties are 46.9% of non-performing loans and are comprised primarily of two nursing home loans totaling $1.4 million and three other loans totaling $445,000. Negotiations are in progress with the owners and possible buyers to satisfy these obligations.

Non-interest income, excluding net gain on loan sales, increased $227,000 for the three-months ended June 30, 2003 compared to the same period in 2002. This was primarily due to an increase in the cash surrender of life insurance of $194,000 in the second quarter of this year when compared to last year's second quarter. This increase was due to the receipt of life insurance proceeds following the death of a former director of Marion Capital Inc. (a December 2000 merger partner). During the second quarter of 2003, there was a gain of $573,000 on the sale of residential mortgage loans, compared to $202,000 for the same period in 2002.

Non-interest expense increased $105,000 or 2.1% to $5.2 million for the three months ended June 30, 2003 compared to $5.1 million for the same period in 2002. Marketing expense was up $113,000 due to a major loan advertising campaign in the second quarter of 2003.

Income tax expense increased $197,000 for the three months ended June 30, 2003 compared to the same period in 2002. The increase resulted from increased taxable income and an increase in the effective tax rate from 27.1% to 28.3% due to less non- taxable income.



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Comparison of the Operating Results for the Six-Months Ended June 30, 2003 and 2002.

Net income for the six month period ended June 30, 2003 was $4.5 million or $.89 for basic and $.86 for diluted earnings per share. This compared to $3.9 million or $.67 for basic and $.66 for diluted earnings per share for the comparable period in 2002. The 30.3% increase in diluted earnings per share was a result of share repurchases and increased earnings during the period. The annualized return on average assets was 1.14% and the annualized return on average equity was 9.41% for the first half of 2003, compared to 1.01% and 7.37%, respectively, for the same period in 2002. Interest income decreased $2.0 million, or 7.6% from $25.5 million for the six months ended June 30, 2002 to $23.5 million for the six months ended June 30, 2003. Interest expense decreased $2.2 million, or 18.5% from $12.0 million for the six months ended June 30, 2002 to $9.8 million for the same period in 2003. As a result, net interest income for the six-month period ended June 30, 2003 increased $278,000 or 2.1% compared to the same period in 2002. The average interest rate spread increased from 3.52% for the six months ended June 30, 2002 to 3.65% for the comparable period in 2003 as yields on interest-earnings assets decreased at a slightly slower rate than the decrease in the cost of interest-bearing liabilities.

Non-interest income for the six months ended June 30, 2003 increased $832,000 to $3.4 million from $2.6 million for the six months ended June 30, 2002. This increase was due primarily to a $720,000 increase in gain on sale of loans in the 2003 period compared to the comparable period in 2002.

Non-interest expense increased $400,000 for the six months ended June 30, 2003 compared to the same period in 2002. The majority of this increase was due to a $270,000 increase in health insurance premium costs.

Income tax expense increased $363,000 for the six months ended June 30, 2003 compared to the six months ended June 30, 2002. The increase resulted from increased taxable income and an increase in the effective tax rate from 26.7% to 28.5%.

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, 2003, Mutual Federal had liquid assets of $55.2 million and a liquidity ratio of 8.05 %.



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ITEM 3 - Quantitative and Qualitative Disclosures about Market Risk

Presented below as of June 30, 2003 and 2002 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.

June 30, 2003
Net Portfolio Value

NPV as % of PV of Assets
Changes
In Rates
$ Amount
$ Change
% Change
NPV Ratio
Change
+300 bp 65,065 -25,696 -30% 8.69% -284 bp
+200 bp 76,444 -14,317 -18% 9.93% -160 bp
+100 bp 86,330 -4,431 -8% 10.92% -61 bp
0 bp 93,436 11.53%
-100 bp 90,761 -2,675 -3% 11.02% -51 bp
-200 bp n/m (1) n/m (1) n/m (1) n/m (1) n/m (1)
-300 bp n/m (1) n/m (1) n/m (1) n/m (1) n/m (1)

(1) Not meaningful because some market rates would compute to a rate less than zero.

June 30, 2002
Net Portfolio Value

NPV as % of PV of Assets
Changes
In Rates
$ Amount
$ Change
% Change
NPV Ratio
Change
+300 bp 67,547 -23,214 -35% 9.39% -385 bp
+200 bp 80,727 -10,034 -22% 10.90% -234 bp
+100 bp 93,462 2,701 -10% 12.27% -97 bp
0 bp 103,664 13.24%
-100 bp 106,885 16,124 3% 13.38% +14 bp
-200 bp 109,419 18,658 6% 13.43% +19 bp
-300 bp 113,268 22,507 9% 13.68% +44 bp

The analysis at June 30, 2003 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, 2002.



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ITEM 4 - Controls and Procedures.

(a) An evaluation of the Company's disclosure controls and procedures (as defined in Rule 13a -15(c) under the Securities Exchange Act of 1934 (the "Act") was carried out under the supervision and with the participation of the Company's Chief Executive Officer, Chief Financial Officer and several other members of the Company's senior management. The Company's Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedure as currently in effect are effective in ensuring that the information required to be disclosed by the Company in the reports it files or submits under the act is (i) accumulated and communicated to the Company's management (including the Chief Executive Officer and the Chief Financial Officer) in a timely manner, and (ii) recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. There have been no changes in our internal control over financial reporting (as defined in Rule 13a - 15(f) under the act) that occurred during the quarter ended June 30, 2003 that has materially affected, or is likely to materially affect our internal control over financial reporting.

The Company intends to continually review and evaluate the design and effectiveness of its disclosure controls and procedures and to improve its controls and procedures over time and to correct any deficiencies that it may discover in the future. The goal is to ensure that senior management has timely access to all material financial and non-financial information concerning the Company's business. While the Company believes the present design of its disclosure controls and procedures is effective to achieve its goal, future events affecting its business may cause the Company to modify its disclosure controls and procedures.



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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
William V. Hughes 4,084,864 32,973
R. Donn Roberts 4,100,344 17,493
James D. Rosema 4,010,987 106,850
Jerry D. McVicker 4,052,015 65,822

Accordingly, the individuals named above were declared to be duly elected directors of the Company for a three-year term to expire in 2006.

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, 2003.

FOR 4,038,762
AGAINST 75,382
ABSTAIN 3,693

Accordingly, the proposal described above was declared to be duly adopted by the stockholders of the Corporation.

Item 5. Other Information.

None.



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Item 6. Exhibits and Reports on Form 8-K.

(a) Exhibits

Exhibit 31 - Rule 13a-14(a) Certification

Exhibit 32 - Certificate of the Chief Executive Officer and Chief Financial Officer pursuant to U. S. C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.

(b) Form 8-K was filed on April 21, 2003 to disclose the Registrant issued its earnings release for the quarterly period ended March 31, 2003.


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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 14, 2003 By: /s/ R. Donn Roberts
R. Donn Roberts
President and Chief Executive Officer


Date: August 14, 2003 By: /s/ Timothy J. McArdle
Timothy J. McArdle
Senior Vice President and Treasurer


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END