Edgar Filing: MUTUALFIRST FINANCIAL INC

UNITED STATES

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, 2007 OR

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXHANGE 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	35-2085640
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	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 o

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o Accelerated filer x Non-accelerated filer o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

The number of shares of the Registrant’s common stock, with $.01 par value, outstanding as of August 8, 2007 was 4,309,692.

FORM 10 - Q

MutualFirst Financial, Inc.

INDEX

		Page Number
PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements
	Consolidated Condensed Balance Sheets	1
	Consolidated Condensed Statements of Income	2
	Consolidated Condensed Statement of Stockholders’ Equity	3
	Consolidated Condensed Statements of Cash Flows	4
	Notes to Unaudited Consolidated Condensed Financial Statements	5

Item 2.	Management’s Discussion and Analysis of Financial Condition	7
	and Results of Operations

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	14

Item 4.	Controls and Procedures	15

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	16

Item 1A.	Risk Factors	16

Item 2.	Unregistered Sales of Equity Changes in Securities and Use of Proceeds	16

Item 3.	Defaults Upon Senior Securities	16

Item 4.	Submission of Matters to a Vote of Security Holders	16

Item 5.	Other Information	17

Item 6.	Exhibits	17

Signature Page		17

Exhibits		18

PART 1 FINANCIAL INFORMATION

ITEM 1. Financial Statements

MUTUALFIRST FINANCIAL, INC. AND SUBSIDIARY

Consolidated Condensed Balance Sheets

	June 30,			December 31,
	2007			2006
	(Unaudited)

Assets
Cash	$	22,559,006		$	23,235,328
Interest-bearing demand deposits		1,235,914			1,679,544
Cash and cash equivalents		23,794,920			24,914,872
Interest-bearing deposits		193,000			293,000
Investment securities available for sale		39,709,332			41,070,091
Loans held for sale		1,001,450			1,329,700
Loans		803,480,438			813,781,179
Allowance for loan losses		(8,277,752	)		(8,155,693	)
Net loans		795,202,686			805,625,486
Premises and equipment		15,162,401			15,431,475
Federal Home Loan Bank of Indianapolis stock, at cost		9,938,400			9,938,400
Investment in limited partnerships		3,350,287			3,460,818
Cash surrender value of life insurance		29,775,760			29,120,760
Foreclosed real estate		1,518,210			1,273,449
Interest receivable		3,279,343			3,622,133
Goodwill		14,187,943			13,786,468
Deferred income tax benefit		4,742,923			4,376,318
Other assets		6,805,491			6,599,462

Total assets	$	948,662,146		$	960,842,432

Liabilities
Deposits
Non-interest-bearing	$	50,263,421		$	47,142,407
Interest bearing		640,666,589			656,216,247
Total deposits		690,930,010			703,358,654
Federal Home Loan Bank advances		154,336,045			157,425,176
Other borrowings		1,467,803			1,426,769
Advances by borrowers for taxes and insurance		3,678,633			1,833,661
Interest payable		1,980,924			1,829,168
Other liabilities		8,602,670			7,704,686
Total liabilities		860,996,085			873,578,114

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 ---4,329,183 and 4,366,636 shares		43,292			43,666
Additional paid-in capital		33,034,889			33,101,586
Retained earnings		57,033,346			56,698,546
Accumulated other comprehensive income (loss)		(379,640	)		(354,734	)
Unearned employee stock ownership plan (ESOP) shares		(2,065,826	)		(2,224,746	)
Total stockholders' equity		87,666,061			87,264,318

Total liabilities and stockholders' equity	$	948,662,146		$	960,842,432

See notes to consolidated condensed financial statements.

MUTUALFIRST FINANCIAL, INC. AND SUBSIDIARY

Consolidated Condensed Statements of Income

(Unaudited)

	Three Months Ended						Six Months Ended
	June 30						June 30
	2007			2006			2007			2006
Interest Income
Loans receivable, including fees	$	13,405,006		$	13,304,483		$	26,555,556		$	26,327,949
Investment seurities:
Mortgage-backed securities		111,722			115,587			228,299			221,862
Federal Home Loan Bank stock		110,275			124,825			237,457			244,825
Other investments		398,024			352,202			786,212			678,728
Deposits with financial institutions		30,800			14,615			57,672			26,862
Total interest income		14,055,827			13,911,712			27,865,196			27,500,226

Interest Expense
Passbook savings		72,365			77,705			142,538			154,579
Certificates of deposit		5,196,614			4,575,898			10,294,805			8,939,815
Daily Money Market accounts		161,524			173,246			316,802			360,363
Demand and NOW acounts		726,664			331,161			1,400,661			490,955
Federal Home Loan Bank advances		1,768,094			1,984,551			3,568,851			3,738,263
Other interest expense		16,106			15,606			31,712			31,212
Total interest expense		7,941,367			7,158,167			15,755,369			13,715,187

Net Interest Income		6,114,460			6,753,545			12,109,827			13,785,039
Provision for losses on loans		532,500			525,000			865,000			918,000
Net Interest Income After Provision for Loan Losses		5,581,960			6,228,545			11,244,827			12,867,039

Other Income
Service fee income		1,245,876			1,112,769			2,309,411			2,119,867
Equity in losses of limited partnerships		(26,591	)		(13,437	)		(53,183	)		(1,875	)
Commissions		243,883			154,357			441,211			352,450
Net gains on sales of loans		79,104			96,255			147,322			193,261
Net servicing fees		16,644			5,180			39,030			41,948
Increase in cash surrender value of life insurance		317,500			267,000			655,000			504,000
Other income		77,932			54,950			148,067			131,281
Total other income		1,954,348			1,677,074			3,686,858			3,340,932

Other Expenses
Salaries and employee benefits		3,654,317			3,626,434			7,293,241			7,375,396
Net occupancy expenses		362,645			328,309			778,270			716,198
Equipment expenses		328,823			308,834			646,460			621,088
Data processing fees		298,484			214,152			554,040			431,773
Automated teller machine		172,421			194,364			347,035			372,991
Professional fees		177,410			232,963			356,065			491,427
Advertising and promotion		228,743			298,061			437,470			442,476
Other expenses		981,941			1,018,247			2,010,699			1,990,632
Total other expenses		6,204,784			6,221,364			12,423,280			12,441,981

Income Before Income Tax		1,331,524			1,684,255			2,508,405			3,765,990
Income tax expense		203,000			336,800			335,700			856,450

Net Income	$	1,128,524		$	1,347,455		$	2,172,705		$	2,909,540


Basic earnings per share	$	0.27		$	0.32		$	0.53		$	0.68

Diluted earnings per share	$	0.27		$	0.31		$	0.52		$	0.67

Dividends per share	$	0.15		$	0.14		$	0.30		$	0.28

See notes to consolidated condensed financial statements.

MUTUALFIRST FINANCIAL, INC. AND SUBSIDIARY

Consolidated Condensed Statement of Stockholders' Equity

For the Six Months Ended June 30, 2007

(Unaudited)

																Accumulated
	Common Stock						Additional									Other			Unearned
	Shares						paid-in			Comprehensive			Retained			Comprehensive			ESOP
	Outstanding			Amount			capital			Income			Earnings			Income (Loss)			shares			Total


Balances, December 31, 2006, as reported		4,366,636		$	43,666		$	33,101,586					$	56,698,546			($354,734	)		($2,224,746	)	$	87,264,318

Comprehensive income

Net income for the period										$	2,172,705		$	2,172,705									2,172,705

Other comprehensive income, net of tax

Net unrealized losses on securities											(24,906	)					(24,906	)					(24,906	)

Comprehensive income										$	2,147,799

ESOP shares earned								151,541												158,920			310,461

Cash dividends ($.30 per share)														(1,300,353	)								(1,300,353	)

RRP shares earned								10,528															10,528

Stock repurchased and retired		(43,453	)		(434	)		(315,706	)					(537,552	)								(853,692	)

Stock options exercised		6,000			60			86,940															87,000

Balances, June 30, 2007		4,329,183			43,292		$	33,034,889					$	57,033,346			($379,640	)		($2,065,826	)	$	87,666,061

See notes to consolidated condensed financial statements.

MutualFirst Financial, Inc.

Consolidated Condensed Statements of Cash Flows

(Unaudited)

	Six Months Ended
	June 30,
	2007			2006
Operating Activities
Net income	$	2,172,705		$	2,909,540
Items not requiring (providing) cash
Provision for loan losses		865,000			918,000
ESOP shares earned		310,461			332,789
RRP shares earned		10,528			75,282
Depreciation and amortization		1,311,864			1,293,976
Deferred income tax		(350,000	)		(52,049	)
Loans originated for sale		(11,748,865	)		(12,663,431	)
Proceeds from sales of loans held for sale		12,103,665			11,543,088
Gains on sales of loans held for sale		(147,322	)		(193,261	)
Change in
Interest receivable		342,790			281,784
Other assets		28,743			(568,264	)
Interest payable		151,756			307,262
Other liabilities		897,984			(67,447	)
Cash value of life insurance		(655,000	)		(504,000	)
Other adjustments		35,813			550,835
Net cash provided by operating activities		5,330,122			4,164,104

Investing Activities
Net change in interest earning deposits		100,000			-
Purchases of securities available for sale		(568,879	)		(3,560,872	)
Proceeds from matuities and paydowns of securities available for sale		1,869,443			2,261,590
Proceeds from sales of securities available fro sale		-			154,840
Net change in loans		8,003,005			(8,960,183	)
Purchases of premises and equipment		(444,584	)		(900,274	)
Proceeds from real estate owned sales		635,776			840,777
Cash paid in acquisition, net		(515,475	)		-
Other investing activities		50,335			(81,265	)
Net cash provided by (used in) investing activities		9,129,621			(10,245,387	)

Financing Activities
Net change in
Noninterest-bearing, interest-bearing demand and savings deposits		7,614,160			15,690,593
Certificates of deposits		(20,042,804	)		(15,933,015	)
Repayment of note payable		(240,678	)		(30,679	)
Proceeds from FHLB advances		204,150,000			257,750,000
Repayment of FHLB advances		(207,088,800	)		(250,262,089	)
Net change in advances by borrowers for taxes and insurance		1,844,972			333,716
Stock repurchased		(853,692	)		(2,926,645	)
Proceeds from stock options exercised		87,000			377,000
Cash dividends		(1,300,353	)		(1,218,611	)
Other financing activities		250,500			-
Net cash (used in) provided by financing activities		(15,579,695	)		3,780,270

Net Change in Cash and Cash Equivalents		(1,119,952	)		(2,301,013	)

Cash and Cash Equivalents, Beginning of Year		24,914,872			22,364,583

Cash and Cash Equivalents, End of Year	$	23,794,920		$	20,063,570

Additional Cash Flows Information
Interest paid	$	15,603,613		$	13,407,925
Income tax paid		230,000			1,050,000
Transfers from loans to foreclosed real estate		932,584			936,779
Mortgage servicing rights capitalized		120,772			113,498

See Notes to Consolidated Financial Statements

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 wholly owned subsidiary, First 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 2006 filed with the Securities and Exchange Commission.

The interim consolidated financial statements at June 30, 2007 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, 2006 has been derived from the Audited Consolidated Balance Sheet of the Company as of that date.

Note 2: Earnings per share

Earnings per share were computed as follows: (Dollars in thousands except per share data)

	Three Months Ended Ended June 30,
	2007						2006
			Weighted-						Weighted-
			Average		Per-Share				Average		Per-Share
	Income		Shares		Amount		Income		Shares		Amount
	(000's)						(000's)

Basic Earnings Per Share
Income available to common shareholders	$	1,129		4,120,844	$	0.27	$	1,347		4,227,308	$	0.32
Effect of Dilutive securities
Stock options and RRP grants				53,142						76,346
Diluted Earnings Per Share


Income available to common stockholders and assumed conversions	$	1,129		4,173,986	$	0.27	$	1,347		4,303,654	$	0.31

	Six Months Ended Ended June 30,
	2007						2006
			Weighted-						Weighted-
			Average		Per-Share				Average		Per-Share
	Income		Shares		Amount		Income		Shares		Amount
	(000's)						(000's)

Basic Earnings Per Share
Income available to common shareholders	$	2,173		4,125,935	$	0.53	$	2,910		4,248,603	$	0.68
Effect of Dilutive securities
Stock options and RRP grants				60,168						82,311
Diluted Earnings Per Share


Income available to common stockholders and assumed conversions	$	2,173		4,186,103	$	0.52	$	2,910		4,330,914	$	0.67

Options of 91,000 shares were not included in the calculation above due to being anti-dilutive to earnings per share as of June 30, 2007 and June 30, 2006.

Note 3: Future Accounting Pronouncements

On September 6, 2006, the FASB issued Statement of Financial Accounting Standards (SFAS) No. 157, Fair Value Measurements. SFAS 157 clarifies the fair value measurement objective, its application in GAAP and establishes a framework that builds on current practice and requirements. The framework simplifies and, where appropriate, codifies the similar guidance in existing pronouncements and applies broadly to financial and non-financial assets and liabilities. The Statement clarifies the definition of fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, known as an exit-price definition of fair value. It also provides further guidance on the valuation techniques to be used in estimating fair value. Current disclosures about the use of fair value to measure assets and liabilities are expanded in this Statement. The disclosures focus on the methods used for fair value measurements and apply whether the assets and liabilities are measured at fair value in all periods, such as trading securities, or in only some periods, such as impaired assets. The Statement is effective for all financial statements issued for fiscal years beginning after November 15, 2007 as well as for interim periods within such fiscal years. The Company is currently evaluating the impact of this Statement on its financial statements.

In February 2007, the FASB issued Statement of Financial Accounting Standards No. 159, The Fair Value Option for Financial Assets and Financial Liabilities — Including an amendment of FASB Statement No. 115. SFAS 159 allows companies to report selected financial assets and liabilities at fair value. The changes in fair value are recognized in earnings and the assets and liabilities measured under this methodology are required to be displayed separately in the balance sheet. The main intent of the Statement is to mitigate the difficulty in determining reported earnings caused by a “mixed-attribute model” (or reporting some assets at fair value and others using a different valuation attribute such as amortized cost). The project is separated into two phases. This first phase addresses the creation of a fair value option for financial assets and liabilities. A second phase will address creating a fair value option for selected non-financial items. SFAS 159 is effective for all financial statements issued for fiscal years beginning after November 15, 2007. The Company is currently evaluating the impact of this Statement on its financial statements.

Note 4: Change in Accounting Principle

The Company or one of its subsidiaries files income tax returns in U.S. federal and Indiana jurisdictions. With few exceptions, the Company is no longer subject to U.S. federal, state and local examinations by tax authorities for years before 2004.

The Company adopted the provisions of the Financial Accounting Standards Board (FASB) Interpretation No. 48 (FIN 48), Accounting for Uncertainty in Income Taxes - an interpretation of FASB Statement No. 109, on January 1, 2007. FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. As a result of the implementation of FIN 48, the Company did not identify any material uncertain tax positions that it believes should be recognized in the financial statements.

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 twenty-one full service offices located in Delaware, Grant, Kosciusko, Randolph, and Wabash 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 Deposit Insurance Fund of the Federal Deposit Insurance Corporation insures Mutual Federal’s deposit accounts up to applicable limits.

Mutual Federal currently owns one subsidiary, First MFSB Corporation. The assets of First MFSB Corporation consist of an investment in Family Financial Holdings Incorporated. Family Financial is an ordinary Indiana corporation that provides debt cancellation products to financial institutions.

The following should be read in conjunction with the Management’s Discussion and Analysis in the Company’s December 31, 2006 Annual Report on Form 10-K.

Critical Accounting Policies

The notes to the consolidated financial statements contain a summary of the Company’s significant accounting policies presented on pages 64 to 67 of the Annual Report to Shareholders for the year ended December 31, 2006. 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.

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.

Forward Looking Statements

This quarterly report on 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.

The Company does not undertake - and specifically disclaims any obligation - to publicly release the result of any revisions which may be made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

Overview

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. The structure of our interest-earning assets versus the structure of interest-bearing liabilities along with the shape of the yield curve has a direct impact on our net interest income.

Historically, our interest-earning assets have been longer term in nature (i.e., fixed-rate mortgage loans) and interest-bearing liabilities have been shorter term (i.e., certificates of deposit, regular savings accounts, etc). This structure would impact net interest income favorably in a decreasing rate environment, assuming a normally shaped yield curve, as the rates on interest-bearing liabilities would decrease more rapidly than rates on the interest-earning assets. Conversely, in an increasing rate environment, assuming a normally shaped yield curve, net interest income would be impacted unfavorably as rates on interest-earning assets would increase at a slower rate than rates on interest-bearing liabilities.

Since 2000 it has been the Company’s strategic objective to change the repricing structure of its interest-earning assets from longer term to shorter term to better match the structure of our interest-bearing liabilities and therefore reduce the impact interest rate changes have on our net interest income. Strategies employed to accomplish this objective have been to increase the originations of variable rate commercial loans and shorter term consumer loans and to sell longer term fixed rate mortgage loans. As a result of implementing these strategies, the percentage of consumer and commercial loans to total loans has increased from 35% at the end of 2000 to 45% currently. On the liability side of the balance sheet, the Company is employing strategies to increase the balance of core deposit accounts such as low cost checking and money market accounts. The percentage of core deposits to total deposits has increased from 33% to 36% over this time period. These are ongoing strategies that are dependent on current market conditions and competition.

During the first six months of 2007, in keeping with its strategic objective to reduce interest rate risk exposure, the Company also sold $12.1 million of long term fixed rate loans that had been held for sale, which reduced potential earning assets and therefore had a negative impact on net interest income. This was offset, in the short term, by recognizing a gain on the sale of these loans of $147,000.

Since June 2006, the Federal Funds rate set by the Board of Governors of the Federal Reserve System has been unchanged. Without decreases in the Federal Funds rate or increases in the long term rates, the flattened and inverted yield curve will continue to put pressure on net interest income. Deposits have continued to reprice upwards, increasing interest expense and decreasing net interest income. The effect of flat short-term rates, in 2007, will gradually reduce deposit repricing and will slow the increase of interest expense. Any increase in the Federal Funds rates will increase interest expense and reduce net interest income without a corresponding increase in long term rates. As we continue to increase our investment in business-related loans, which are considered to entail greater risks than one-to four-family residential loans, in order to help offset the pressure on our net interest margin, our provision for loan losses may increase to reflect this increased risk.

The Company converted to a public company at the end of 1999, and at the end of 2000 bought a $200 million thrift for stock. Since that time the Company has been buying back the Company’s stock to manage capital levels and enhance earnings per share. During the first six months of 2007, the Company used $854,000 for this purpose, thereby reducing earning assets from where they otherwise would have been and correspondingly reducing net interest income.

On August 18, 2006 the Bank purchased assets totaling $7.6 million and assumed liabilities totaling $12.3 million representing the Winchester, Wabash and Warsaw offices previously owned by First Financial Bank, NA, which were operated as branches of Community First Bank and Trust (“First Financial”). The assets purchased included residential real estate mortgage loans of $5.4 million and consumer loans of $1.2 million. The liabilities assumed included total deposits of $12.3 million.

On March 22, 2007 the Bank completed the acquisition of Wagley Investment Advisors, Inc. Wagley Investment Advisors, Inc. will be known as Mutual Financial Advisors, providing new and expanded investment management services not previously offered by the Bank. Mutual Financial Advisors will offer a full range of non-bank investment options and money management.

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. In addition to the First Financial and Wagley Investment Advisors acquisitions, the Company anticipates that a new branch in Elkhart County will open in the first quarter 2008. The Wagley Investment Advisors acquisition assists the Company in continuing to work toward the development of an Investment Management and Private Banking Division in order to better service clients with more specialized financial needs. The intent of all these initiatives is to increase income over the long term. However, on a short term basis, expenses relating to the new branches and a new division will have the affect of increasing non-interest expense with limited immediate offsetting income.

Financial Condition

Assets totaled $948.7 million at June 30, 2007, a decrease from December 31, 2006 of $12.2 million, or 1.3%. Loans, excluding loans held for sale, decreased $10.3 million or 1.3%. Consumer loans increased $941,000, or .4%, while commercial loans decreased $5.1 million, or 3.5%, and residential mortgage loans held in the portfolio decreased $6.1 million, furthering our strategy to reduce the percentage of fixed rate real estate mortgage loans to total loans. Mortgage loans held for sale decreased $329,000 and mortgage loans sold during the first half of 2007 totaled $12.1 million. The decreased loan balances are due primarily to prepayments exceeding slower than projected production. Current commitments to originate loans have increased $9.5 million, or 22.7%, to $51.1 million at June 30, 2007 compared to March 31, 2007. This level of loan commitments indicates an opportunity for growth in the second half of 2007. Investment securities available for sale decreased $1.5 million, or 3.5%, compared to December 31, 2006.

Allowance for loan losses increased $122,000 to $8.3 million when comparing December 31, 2006 to June 30, 2007. Net charge offs for the first half of 2007 were $744,000 or .18% of average loans on an annualized basis compared to $841,000, or .20% of average loans for the comparable period in 2006. The decrease was primarily due to a recovery of $196,000 for previously charged off commercial leases. As of June 30, 2007 the allowance for loan losses as a percentage of loans receivable and non-performing loans was 1.03% and 169.16%, respectively, compared to 1.00% and 143.59%, respectively, at December 31, 2006.

Total deposits were $690.9 million at June 30, 2007, a decrease from $703.4 at December 31, 2006. This decrease was due primarily to decreases in wholesale deposits of $14.7 million and retail certificates of deposit of $5.3 million. Consistent with our strategy, these decreases were partially offset by increases in core demand, money market and savings deposits of $7.6 million. Total borrowings decreased $3.0 million to $155.8 million at June 30, 2007 from $158.9 million at December 31, 2006.

Stockholders’ equity increased $402,000, or .5%, from $87.3 million at December 31, 2006, to $87.7 million at June 30, 2007. The increase was due primarily to net income of $2.2 million, Employee Stock Ownership Plan (ESOP) and RRP shares earned of $321,000 and exercised stock options of $87,000. This increase was partially offset by the repurchase of 43,000 shares of common stock for $854,000 and dividend payments of $1.3 million. Also, the market value of securities available for sale compared to their book value decreased $25,000 from a loss of $355,000 at December 31, 2006 to a loss of $380,000 at June 30, 2007.

Comparison of the Operating Results for the Three Months Ended June 30, 2007 and 2006

Net income for the second quarter ended June 30, 2007 was $1.1 million, or $.27 for basic and diluted earnings per share. This compared to net income for the comparable period in 2006 of $1.3 million, or $.32 for basic and $.31 for diluted earnings per share. Annualized return on assets was .48% and return on tangible equity was 6.24% for the second quarter of 2007 compared to .56% and 7.18% respectively, for the same period last year. On a linked quarter basis, second quarter 2007 basic and diluted earnings per share increased $.02, or 8% when compared to the first quarter 2007.

Net interest income before the provision for loan losses decreased $639,000 from $6.8 million for the three months ended June 30, 2006 to $6.1 million for the three months ended June 30, 2007. The reasons for the decrease were a $25.8 million, or 2.9%, decrease in average interest earning assets and a 20 basis point decrease in the net interest margin reflecting the Bank’s liability sensitive nature. The reduction in average interest earning assets was due primarily to a restructuring of the balance sheet in the fourth quarter of 2006 and decreased loan balances during the first half of 2007. On a linked quarter basis, net interest margin increased to 2.85% for the three months ended June 30, 2007 compared to 2.79% for the three months ended March 31, 2007. This is the second consecutive quarter net interest margin has increased due primarily to the restructuring of the balance sheet in the fourth quarter 2006 and a flattening of deposit repricing during the first two quarters of 2007.

The provision for loan losses for the second quarter of 2007 was $533,000, compared to $525,000 for last year’s comparable period. Non-performing loans to total loans at June 30, 2007 were .61% compared to .79% at June 30, 2006. Non-performing assets to total assets were .80% at June 30, 2007 compared to .90% at June 30, 2006.

Non-interest income increased $277,000 to $2.0 million, or 16.5%, for the three months ended June 30, 2007 compared to the same period in 2006. The increase was due primarily to increases in service fees on transaction accounts of $133,000, or 11.9%, increases in commission income of $90,000, or 58.4%, and improved earnings on cash surrender value of life insurance of $51,000, or 18.9%. On a linked quarter basis, non-interest income increased $221,000, or 12.8%. This increase was due primarily to increases in service fees on transaction accounts of $182,000 and increases in commission income of $47,000.

Non-interest expense remained flat at $6.2 million for the three months ended June 30, 2007 compared to the same period in 2006. Increases in current quarter non-interest expense compared to the same period in 2006 include increases in data processing expense of $84,000 due primarily to technological upgrades, increases in occupancy expense of $34,000 and increases in salaries and employee benefits of $28,000. These increases were offset by decreases in marketing expense of $69,000, professional fees of $56,000 and other expenses of $36,000. On a linked quarter basis non-interest expense was flat at $6.2 million.

Income tax expense decreased $134,000 for the three months ended June 30, 2007 compared to the same period in 2006 due primarily to less taxable income. The effective tax rate also decreased from 20.0% to 15.2% due to a higher percentage of non-taxable income to total income before income tax and an increased percentage of low income housing tax credits to taxable income when comparing the second quarter of 2006 and the second quarter of 2007, respectively.

Comparison of the Operating Results for the Six Months Ended June 30, 2007 and 2006

Net income for the six months ended June 30, 2007 was $2.2 million or $.53 for basic and $.52 for diluted earnings per share. This compared to net income for the comparable period in 2006 of $2.9 million or $.68 for basic and $.67 for diluted earnings per share. Annualized return on average assets was .46% and return on average tangible equity was 6.01% for the first half of 2007 compared to .60% and 7.75% respectively, for the same period last year.

Net interest income before the provision for loan losses decreased $1.7 million for the six months ended June 30, 2007 compared to the six months ended June 30, 2006. The reasons for the decrease were a $21.8 million, or 2.5%, reduction in average interest earning assets due primarily to a $24.6 million loan sale in November 2006 and 31 basis point reduction in net interest margin.

For the six month period ended June 30, 2007 non-interest income increased $346,000, or 10.4%, to $3.7 million compared to $3.3 million for the same period in 2006. This increase was primarily due to increased service fee income on transaction accounts of $190,000, or 8.9%, improved earnings on cash surrender value of life insurance of $151,000, or 30.0%, and increased commissions of $89,000, or 25.2%, mostly due to the successful acquisition of Wagley Investment Advisors. These increases were partially offset by decreased earnings from limited partnerships of $51,000 and decreased gains on sales and servicing of loans of $49,000.

Non-interest expense remained flat at $12.4 million for the six months ended June 30, 2007 compared to the same period in 2006. Net occupancy expense increased $62,000 which is a result of the acquisition of the three branches from First Financial Bank, equipment expense increased $25,000, and data processing expense increased $122,000 primarily due to technological upgrades. These increases were mostly offset by decreases in salaries and benefits of $82,000, ATM machine expense of $26,000, and professional fees of $135,000, primarily due to a recovery of legal costs on charged off leases and the conclusion of a three year consulting agreement in November of 2006.

For the six-month period ended June 30, 2007, income tax expense decreased $521,000 compared to the same period in 2006. The decrease was due primarily to decreased taxable income. The effective tax rate also decreased from 22.7% to 13.4% due to a higher percentage of non-taxable income to total income before income tax and an increased percentage of low income housing tax credits to taxable income when comparing the first half of 2007 to the first half of 2006, respectively.

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, 2007, Mutual Federal had liquid assets of $60.1 million and a liquidity ratio of 7.13%. It is anticipated that this level of liquidity will be adequate for the remainder of 2007.

ITEM 3 - Quantitative and Qualitative Disclosures about Market Risk

Presented below as of June 30, 2007 and 2006 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, 2007

Net Portfolio Value

Changes								NPV as % of PV of Assets
In Rates	$ Amount		$ Change		% Change			NPV Ratio			Change

+300 bp		58,286		-45,416		-44	%		6.79	%		-443 bp
+200 bp		74,945		-28,757		-28	%		8.51	%		-272 bp
+100 bp		89,486		-14,216		-14	%		9.92	%		-130 bp
0 bp		103,702							11.22	%
-100 bp		114,324		10,622		10	%		12.12	%		90 bp
-200 bp		120,058		16,356		16	%		12.52	%		129 bp
-300 bp		126,889		23,187		22	%		12.98	%		176 bp

June 30, 2006

Net Portfolio Value

Changes								NPV as % of PV of Assets
In Rates	$ Amount		$ Change		% Change			NPV Ratio			Change

+300 bp		52,500		-45,832		-47	%		5.89	%		-440 bp
+200 bp		68,204		-30,128		-31	%		7.48	%		-281 bp
+100 bp		83,485		-14,847		-15	%		8.94	%		-135 bp
0 bp		98,332							10.29	%
-100 bp		111,179		12,847		13	%		11.38	%		109 bp
-200 bp		117,805		19,473		20	%		11.86	%		157 bp
-300 bp		121,809		23,477		24	%		12.08	%		179 bp

The analysis at June 30, 2007 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, 2006.

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, 2007 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.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors

There are no material changes to the risk factors disclosed in the Company’s Form 10-K for the year ended December 31, 2006.

Item 2. Registered sales of Equity Securities and use of Proceeds

On December 22, 2004 the Company’s Board of Directors authorized management to repurchase an additional 10% of the Company’s outstanding stock, or approximately 470,000 shares. Information on the shares purchased during the second quarter of 2007 is as follows.

					Total Number of		Maximum Number of
					Shares Purchased		Shares that May Yet
	Total Number of		Average Price		As Part of Publicly		Be Purchased
	Shares Purchased		Per Share		Announced Plan		Under the Plan
								68,502	⁽¹⁾
April 1, 2007 - April 30, 2007		3,116	$	19.13		3,116		65,386
May 1, 2007 - May 31, 2007		22,627		19.24		22,627		42,759
June 1, 2007 - June 30, 2007		2,204		18.86		2,204		40,555

		27,947	$	19.20		27,947

(1) Amount represents the number of shares available to be repurchased under the plan as of March 31, 2007

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

Edward J. Dobrow		3,740,053		139,586

David W. Heeter		3,739,803		139,836

Accordingly, the individuals named above, were declared to be duly elected directors of the Company for terms to expire in 2010.

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, 2007.

FOR			3,868,792
AGAINST			10,271
ABSTAIN			576

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.

(a)

Exhibits

Exhibit 31.1 - Rule 13a - 14(a) Certification - Chief Executive Officer

Exhibit 31.2 - Rule 13a - 14(a) Certification - Chief Financial Officer

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 2003.

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.


	MutualFirstFinancial, Inc.

Date: August 9, 2007	By:	/s/ David W. Heeter
		David W. Heeter President and Chief Executive Officer




Date: August 9, 2007	By:	/s/ Timothy J. McArdle
		Timothy J. McArdle Senior Vice President and Treasurer