Mutualfirst Financial (MFSF) 10-K 2019 FY Annual report

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12UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the fiscal year ended December 31, 2019
	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 as specified in its charter)

Maryland	35‑2085640
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
110 E. Charles Street, Muncie, Indiana	47305‑2400
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (765) 747‑2800

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $.01 per share	MFSF	The Nasdaq Stock Market, LLC, LLC (Global Select Market)

Securities Registered Pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.   Yes ☐   No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐   No ☒

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 reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes ☒    No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒    No ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10‑K or any amendment to this Form 10‑K. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b‑2 of the Exchange Act.

Large accelerated filer  ☐ Accelerated filer  ☒ Non-accelerated filer  ☐ Smaller reporting company  ☒ Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

The aggregate market value of the voting and non-voting common equity held by non-affiliates, computed by reference to the last sale price of such stock on the Nasdaq Global Market as of June 30, 2019, the last business day of the registrant’s most recently completed second fiscal quarter, was approximately $195.0 million. (The exclusion from such amount of the market value of the shares owned by any person shall not be deemed an admission by the registrant that such person is an affiliate of the registrant.)

Indicate the number of shares outstanding of each of the registrant’s classes of common stock as of the latest practicable date. As of March 12, 2020, there were 8,607,953 shares of the registrant’s common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None.

MutualFirst Financial, Inc.

Form 10‑K Annual Report for the Year Ended December 31, 2019

Table of Contents

		Page Number
PART I
Item 1	Business	3
Item 1A	Risk Factors	33
Item 1B	Unresolved Staff Comments	47
Item 2	Properties	47
Item 3	Legal Proceedings	47
Item 4	Mine Safety Disclosure	48
PART II
Item 5	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	49
Item 6	Selected Financial Data	51
Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operations	54
Item 7A	Quantitative and Qualitative Disclosures About Market Risk	73
Item 8	Financial Statements and Supplementary Data	75
Item 9	Changes in and Disagreements with Accountants in Accounting and Financial Disclosure	129
Item 9A	Controls and Procedures	129
Item 9B	Other Information	133
PART III
Item 10	Directors, Executive Officers and Corporate Governance	133
Item 11	Executive Compensation	137
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	153
Item 13	Certain Relationships and Related Transactions, and Director Independence	154
Item 14	Principal Accountant Fees and Services	156
PART IV
Item 15	Exhibits and Financial Statement Schedules	157
SIGNATURES		160

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Item 1.  Business

General

MutualFirst Financial, Inc., a Maryland corporation (“MutualFirst” or the “Company”), is the sole owner of MutualBank (“MutualBank” or the “Bank”).  The Bank is an Indiana commercial bank regulated by the Indiana Department of Financial Institutions (“IDFI”) and the Federal Deposit Insurance Corporation (“FDIC”).  MutualFirst is a bank holding company subject to regulation by the Board of Governors of the Federal Reserve System (“FRB”).  The words “we,” “our” and “us” in this Form 10‑K refer to MutualFirst and MutualBank on a consolidated basis, unless indicated otherwise herein.

At December 31, 2019, we had total assets of $2.1 billion, loans of $1.5 billion, deposits of $1.6 billion and stockholders’ equity of $226.8 million.  Our executive offices are located at 110 E. Charles Street, Muncie, Indiana 47305‑2400.  Our common stock is traded on the Nasdaq Global Market under the symbol “MFSF.”  For more general information about our business, and other 2019 material transactions and results, see “Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operation - Overview and Significant Events in 2019.”

Forward-Looking Statements

This Form 10‑K contains, and our future filings with the SEC, Company press releases, other public pronouncements, stockholder communications and oral statements made by or with the approval of an authorized executive officer will contain, “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. You can identify these forward-looking statements through our use of words such as “may,” “will,” “anticipate,” “assume,” “should,” “indicate,” “would,” “believe,” “contemplate,” “expect,” “estimate,” “continue,” “plan,” “project,” “could,” “intend,” “target” and other similar words and expressions of the future.  These forward-looking statements include, but are not limited to:

· statements of our goals, intentions and expectations;

· statements regarding our business plans, prospects, growth and operating strategies;

· statements regarding the asset quality of our loan and investment portfolios; and

· estimates of our risks and future costs and benefits.

These forward-looking statements are based on current beliefs and expectations of our management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, including conditions relating to the Company and Northwest Bancshares, or other effects of the proposed merger of the Company and Northwest Bancshares, many of which are beyond our control.  In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change.

The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements:

· the credit risks of lending activities, including changes in the level and trend of loan delinquencies and write-offs and changes in our allowance for loan losses and provision for loan losses that may be impacted by deterioration in the housing and commercial real estate markets;

· changes in general economic conditions, either nationally or in our market areas;

· changes in the monetary and fiscal policies of the U.S. Government, including policies of the Treasury and the FRB;

· changes in the levels of general interest rates and the relative differences between short- and long-term interest rates, deposit interest rates, our net interest margin and funding sources;

· fluctuations in the demand for loans, the number of unsold homes, land and other properties and fluctuations in real estate values in our market areas;

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· our ability to successfully integrate into our operations any assets, liabilities, customers, systems, and management personnel acquired and those we may in the future acquire, and our ability to realize related revenue synergies and cost savings within expected time frames or at all and any goodwill charges related thereto;

· decreases in the secondary market for the sale of loans that we originate;

· results of examinations of us by the IDFI, FDIC, FRB or other regulatory authorities, including the possibility that any such regulatory authority may, among other things, require us to increase our allowance for loan losses, write-down assets, change our regulatory capital position or affect our ability to borrow funds or maintain or increase deposits, which could adversely affect our liquidity and earnings;

· legislative or regulatory changes that adversely affect our business, including the effect of Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), changes in regulatory policies and principles, changes in regulatory capital requirements or the interpretation of regulatory capital or other rules;

· our ability to attract and retain deposits;

· increases in premiums for deposit insurance;

· management’s assumptions in determining the adequacy of the allowance for loan losses;

· our ability to control operating costs and expenses;

· the use of estimates in determining fair value of certain assets, which estimates may prove to be incorrect and result in significant losses due to declines in valuation;

· difficulties in reducing risks associated with the loans on our balance sheet;

· staffing fluctuations in response to product demand or the implementation of corporate strategies that affect our workforce and potential associated charges;

· a failure or security breach in the computer systems (or the third-party vendors who provide such services) on which we depend;

· our ability to retain members of our senior management team;

· costs and effects of litigation, including settlements and judgments;

· increased competitive pressures among financial services companies;

· changes in consumer spending, borrowing and savings habits;

· the availability of resources to address changes in laws, rules, or regulations or to respond to regulatory actions;

· adverse changes in the securities markets;

· changes in our ability and the cost to access the capital markets;

· inability of key third-party providers to perform their obligations to us;

· changes in tax legislation and accounting policies and practices, as may be adopted by the financial institution regulatory agencies, the Public Company Accounting Oversight Board or the Financial Accounting Standards Board;

· other economic, competitive, governmental, regulatory, and technological factors affecting our operations, pricing, products and services and the other risks described elsewhere in this Form 10‑K; 

· the diversion of management's attention from ongoing business operations and opportunities as a result of the proposed merger with Northwest Bancshares or otherwise;

· the ability to obtain regulatory approvals and satisfy other closing conditions to the merger, including approval by shareholders of the Company; and

· any delay in closing the merger.

Some of these and other factors are discussed in “Item 1A-Risk Factors” and elsewhere in this Form 10‑K.  Certain of these developments could have an adverse impact on our financial position and results of operations.

Any of these forward-looking statements are based upon management’s beliefs and assumptions at the time they are made.  We undertake no obligation to publicly update or revise any forward-looking statements included in this Form 10‑K or to update the reasons why actual results could differ from those contained in

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such statements, whether as a result of new information, future events or otherwise.  In light of these risks, uncertainties and assumptions, the forward-looking statements discussed in this Form 10‑K might not occur, and you should not put undue reliance on any forward-looking statements.

The Company does not undertake and specifically declines any obligation to publicly release the result of any revisions that 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 unanticipated events.

Market Area

We are a community-oriented bank offering a variety of financial services to meet the needs of the communities we serve.  We are headquartered in Muncie, Indiana and offer our financial services through 39 full service retail financial center offices in Allen, Delaware, Elkhart, Grant, Greene, Hamilton, Jackson, Johnson, Knox, Kosciusko, Lawrence, Monroe, Randolph, St. Joseph and Wabash counties in Indiana. MutualBank also has wealth management offices in Fishers and Crawfordsville, Indiana and a loan origination office in New Buffalo, Michigan.  The Bank has a subsidiary, Summit Mortgage, Inc., that operates a mortgage banking operation in Fort Wayne, Indiana.   In addition, we originate residential mortgage and commercial loans in the counties contiguous to the counties in which we have offices.  We also originate indirect consumer loans throughout Indiana and contiguous states as described in “Lending Activities - Other Consumer Lending.”

The market areas where MutualBank operates in Indiana have historically experienced an unemployment rate that exceeded the federal and state unemployment rates. In the last three years, however, the rate in our market areas was reduced to below the state and federal rates.  At the end of 2019, the unemployment rate (not seasonally adjusted) was 3.4% at the federal level and 3.0% at the state level, compared to 3.7% and 3.4% at the end of 2018 at the federal and state level, respectively.  Our footprint had an unemployment rate of 2.9% and 3.1% at year-end 2019 and 2018, respectively.

Competition

We face strong competition from other banks, credit unions, mortgage bankers and finance companies in originating commercial, real estate and other loans and in attracting deposits.  Our wealth management division faces strong competition from other banks, brokerage firms, financial advisers and trust companies.  We attract deposits primarily through our financial center network.  Competition for deposits comes principally from local banks and credit unions, but also comes from the availability of other investment opportunities, including mutual funds.  We compete for deposits by offering superior service and a variety of deposit accounts at competitive rates.  We also offer alternative investment products through a broker/dealer.

Internet Website and Information

The Company maintains a website at www.bankwithmutual.com - “About Us – Investor Relations.”  The information contained on that website is not included as part of or incorporated by reference into this Form 10‑K.  The Company’s filings with the SEC are available on that website and also are available on the SEC website at sec.gov - “Search for Company Filings.”

Lending Activities

General.  Our loans carry either a fixed- or an adjustable-rate of interest.  At December 31, 2019, our net loan portfolio totaled $1.5 billion, which constituted 71.6% of our total assets.  Our net loan portfolio, excluding loans held for sale, decreased by 0.39% in 2019, primarily due to indirect consumer loan and commercial loan growth offset by the sale of consumer residential mortgage loans during 2019.

Aggregate credit exposures to borrowers of up to $1.0 million may be approved by certain individual commercial loan officers.  Aggregate exposures in excess of $1.0 million, but not in excess of $3.0 million,

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may be approved by the combined authority of more than one officer that have loan authority up to $1.0 million individually.  Aggregate exposures between $2.0 million and  $8.0 million, may be approved by a majority vote of the Loan Committee.  All aggregate exposures in excess of $8.0 million must be approved by the Board of Directors.   Commercial Banking Officers may advance additional credit exposure for a commercial loan relationship requiring Board approval up to the lesser of: 10% of the existing previously approved credit exposure to the client, or $100,000. Any additional exposure approved under the 10% Rule must be approved by the Senior Vice President of Commercial Banking, or his designee, and reported to the appropriate Loan Committee during the next meeting.

Major Loan Customers.  At December 31, 2019, the maximum amount that we could lend to any one borrower and the borrower’s related entities was approximately $32.2 million.  At December 31, 2019, our five largest lending relationships were with commercial borrowers and constituted an aggregate of $79.8 million in loans and commitments issued, or 5.4% of our $1.5 billion gross loan portfolio, with $69.4 million in loans outstanding.  As of December 31, 2019, our largest lending relationship to a single borrower or group of related borrowers consisted of eight loans with a total commitment of $19.4 million, with an $18.4 million outstanding balance at year-end.  These loans are secured primarily by commercial real estate and were in compliance with loan terms as of December 31, 2019.

Our next four largest relationships consist of $17.6 million in loans and commitments and outstanding secured by commercial real estate; $15.9 million in loans and commitments issued secured primarily by commercial business collateral with an $11.4 million outstanding balance; $13.8 million in loans and commitments issued secured by commercial construction and development real estate with $10.0 million outstanding; and $13.2 million in loans and commitments issued which is secured primarily by commercial business collateral with a $12.0 million outstanding balance. As of December 31, 2019, all loans within these relationships were performing as agreed.

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The following table presents information concerning the composition of our loan portfolio in dollar amounts and in percentages as of the dates indicated.

	December 31,
	2019				2018				2017				2016				2015
	Amount		Percent		Amount		Percent		Amount		Percent		Amount		Percent		Amount		Percent
	(Dollars in thousands)
Real estate
Commercial	$	504,241	33.86	%	$	485,808	32.45	%	$	318,684	26.85	%	$	302,577	25.80	%	$	236,895	21.87	%
Commercial construction and development		49,496	3.32			53,310	3.57			28,164	2.37			22,453	1.91			15,744	1.45
Consumer closed end first mortgage		415,865	27.93			464,539	31.02			444,243	37.44			478,848	40.84			491,451	45.36
Consumer open end and junior liens		75,596	5.08			77,072	5.15			69,477	5.85			71,222	6.07			70,990	6.55
Total real estate loans		1,045,198	70.19			1,080,729	72.19			860,568	72.51			875,100	74.62			815,080	75.23
Other loans
Consumer loans
Auto		57,107	3.84			43,667	2.91			19,640	1.66			18,939	1.62			15,480	1.43
Boat/RV		213,305	14.33			216,608	14.47			169,238	14.26			141,602	12.08			123,621	11.41
Other consumer loans		7,319	0.49			6,893	0.46			6,188	0.52			5,892	0.50			6,171	0.57
Total consumer other		277,731	18.66			267,168	17.84			195,066	16.44			166,433	14.20			145,272	13.41
Commercial and industrial		166,019	11.15			149,359	9.97			131,079	11.05			131,103	11.18			123,043	11.36
Total other loans		443,750	29.81			416,527	27.81			326,145	27.49			297,536	25.38			268,315	24.77
Total loans receivable, gross	$	1,488,948	100.00	%		1,497,256	100.00	%		1,186,713	100.00	%		1,172,636	100.00	%		1,083,395	100.00	%
Undisbursed loans in process		(7,516)				(10,096)				(13,071)				(8,691)				(7,432)
Unamortized deferred loan costs, net		8,800				8,783				6,503				5,557				4,882
Allowance for loan losses		(13,307)				(13,281)				(12,387)				(12,382)				(12,641)
Total loans receivable, net	$	1,476,925			$	1,482,662			$	1,167,758			$	1,157,120			$	1,068,204

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The following table shows the composition of our loan portfolio by fixed- and adjustable-rate at the dates indicated.

	December 31,
	2019				2018				2017				2016				2015
	Amount		Percent		Amount		Percent		Amount		Percent		Amount		Percent		Amount		Percent
	(Dollars in thousands)
Fixed-Rate Loans
Real estate
Commercial	$	47,524	3.19	%	$	53,055	3.54	%	$	44,896	3.78	%	$	66,898	5.70	%	$	72,263	6.67	%
Commercial construction and development		3,752	0.25			8,759	0.59			1,709	0.14			1,962	0.17			4,732	0.43
Consumer closed end first mortgage		334,718	22.48			364,807	24.37			342,937	28.90			367,048	31.30			375,381	34.65
Consumer open end and junior liens		20,636	1.39			20,090	1.34			19,939	1.68			22,116	1.89			17,106	1.58
Total real estate loans		406,630	27.31			446,711	29.84			409,481	34.50			458,024	39.06			469,482	43.33
Consumer		276,142	18.55			265,482	17.73			193,281	16.29			164,483	14.03			143,171	13.22
Commercial and industrial		53,186	3.57			41,172	2.75			48,253	4.07			52,932	4.51			61,702	5.70
Total fixed-rate loans		735,958	49.43			753,365	50.32			651,015	54.86			675,439	57.60			674,355	62.25
Adjustable-Rate Loans
Real estate
Commercial		456,717	30.67			432,753	28.90			273,788	23.07			235,679	20.10			164,632	15.20
Commercial construction and development		45,744	3.07			44,551	2.98			26,455	2.23			20,491	1.74			11,012	1.02
Consumer closed end first mortgage		81,147	5.45			99,732	6.66			101,306	8.54			111,800	9.53			116,070	10.71
Consumer open end and junior liens		54,960	3.69			56,982	3.81			49,538	4.17			49,106	4.19			53,884	4.97
Total real estate loans		638,568	42.88			634,018	42.35			451,087	38.01			417,076	35.56			345,598	31.90
Consumer		1,589	0.11			1,686	0.11			1,785	0.15			1,950	0.17			2,101	0.19
Commercial and industrial		112,833	7.58			108,187	7.22			82,826	6.98			78,171	6.67			61,341	5.66
Total adjustable-rate loans		752,990	50.57			743,891	49.68			535,698	45.14			497,197	42.40			409,040	37.75
Total loans receivable, gross		1,488,948	100.00	%		1,497,256	100.00	%		1,186,713	100.00	%		1,172,636	100.00	%		1,083,395	100.00	%
Undisbursed loans in process		(7,516)				(10,096)				(13,071)				(8,691)				(7,432)
Unamortized deferred loan costs, net		8,800				8,783				6,503				5,557				4,882
Allowance for loan losses		(13,307)				(13,281)				(12,387)				(12,382)				(12,641)
Total loans receivable, net	$	1,476,925			$	1,482,662			$	1,167,758			$	1,157,120			$	1,068,204

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The following schedule illustrates the contractual maturity of our loan portfolio at December 31, 2019.  Mortgages that have adjustable or renegotiable interest rates are shown as maturing in the period during which the contract is due.  The total amount of loans due after December 31, 2020 that have predetermined interest rates is $711.0 million, and the total amount of loans due after such date which have floating or adjustable interest rates is $636.0 million.  The schedule does not reflect the effects of possible prepayments or enforcement of due-on-sale clauses.

			Real Estate
			Consumer Closed				Consumer Open								Construction
			End First				End								and								Commercial
			Mortgage				and Junior Liens				Commercial				Development				Consumer				Business				Total
			Amount		WAR(2)		Amount		WAR(2)		Amount		WAR(2)		Amount		WAR(2)		Amount		WAR(2)		Amount		WAR(2)		Amount		WAR(2)
			(Dollars in thousands)
Due During Years Ending December 31,
2020		(1)	$	2,402	5.76	%	$	79	7.01	%	$	44,220	5.05	%	$	19,021	5.44	%	$	2,754	7.21	%	$	73,454	5.00	%	$	141,930	5.13	%
2021				1,060	4.56			776	6.02			6,711	5.20			10,843	5.03			3,595	6.24			9,553	4.40			32,538	5.02
2022				2,175	3.78			1,161	5.64			17,670	4.71			9,177	5.23			7,406	5.59			8,402	4.74			45,991	4.94
2023 & 2024				7,160	4.12			4,600	6.08			12,722	5.16			1,916	5.47			49,423	4.90			19,998	5.18			95,819	5.00
2025 & 2026				9,534	3.90			2,448	5.73			35,164	4.49			38	4.96			19,449	5.12			21,834	4.97			88,467	4.72
2027 & 2041				208,520	4.08			66,532	5.12			346,376	4.88			8,501	4.79			195,104	6.00			32,778	5.15			857,811	4.97
2042 & after				185,014	4.09			-	-			41,378	4.52			-	-			-	-			-	-			226,392	4.17
Total			$	415,865	4.09	%	$	75,596	5.22	%	$	504,241	4.84	%	$	49,496	5.20	%	$	277,731	5.75	%	$	166,019	5.00	%	$	1,488,948	4.85	%
(1)	Includes demand loans, loans having no stated maturity and overdraft loans.
(2)	Weighted Average Rate

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Consumer Closed End First Mortgages.  We originate loans secured by first mortgages on owner-occupied, one-to-four family residences in our market areas for purchase, refinance, home equity and construction purposes.  At December 31, 2019, these loans totaled $415.9 million, or 27.9% of our gross loan portfolio.

We generally underwrite and document our one-to-four family loans based on the loan applicant’s employment and credit history and the appraised value of the subject property, consistent with secondary market standards or other prudent underwriting guidelines.  For loans with a loan-to-value ratio in excess of 80%, we generally require private mortgage insurance to reduce our exposure to 80%.  Properties securing our one-to-four family loans are appraised or evaluated consistent with regulatory requirements and prudent lending principles.  Origination and servicing practices include perfection of our lien position and appropriate monitoring of insurance and tax payments.

We generally underwrite and document our one-to-four family first lien position home equity loans based on the loan applicant’s employment, credit history and the appraised value of the subject property, consistent with prudent underwriting guidelines.  Nearly all first lien home equity loans have a maximum loan-to-value of 80% at origination.  Properties securing our one-to-four family loans are appraised or evaluated consistent with regulatory requirements and prudent lending principles.

We originate consumer first mortgage one-to-four family loans on either a fixed- or adjustable-rate basis, and generally maintain a tax or insurance escrow account for these loans.  Our pricing strategy for mortgage loans includes setting interest rates that are competitive with the secondary market and other local financial institutions and are consistent with our internal needs.  Adjustable-rate mortgage or ARM loans are offered with initial fixed rate terms between one and 10 years. After the initial period, the interest rate for each ARM loan adjusts annually for the remainder of the term of the loan using a margin over the standard one-year treasury index.  During fiscal year 2019, we originated $6.6 million of one-to-four family ARM loans and $294.7 million of one-to-four family fixed-rate mortgage loans.  By way of comparison, during fiscal year 2018, we originated $10.8 million of one-to-four family ARM loans and $176.2 million of one-to-four family fixed-rate mortgage loans.

Fixed-rate loans secured by one-to-four family residences have contractual maturities of up to 30 years and are generally fully amortizing, with payments due monthly.  A majority of loans with fixed-rate maturities in excess of 15 years are sold on the secondary market.  Some loans are retained if their terms meet current portfolio needs consistent with balance sheet objectives.  These retained loans normally remain outstanding, however, for a substantially shorter period of time because of home sales, refinancing and other prepayments.  A significant change in interest rates could alter considerably the average life of a residential loan in our portfolio.  Our one-to-four family loans are generally not assumable, do not contain prepayment penalties and do not permit negative amortization of principal.  Most are written using underwriting guidelines that make them readily saleable in the secondary market.  At December 31, 2019, our fixed-rate one-to-four family mortgage loan portfolio totaled $334.7 million, or 22.5% of our gross loan portfolio.

Our one-to-four family residential ARM loans are fully amortizing loans with contractual maturities of up to 30 years, with payments due monthly.  Our ARM loans generally provide for specific minimum and maximum interest rates, with a lifetime cap and floor, and a periodic adjustment on the interest rate over the rate in effect on the date of origination.  As a consequence of using caps, the interest rates on these loans may not be as rate sensitive as our cost of funds.  In order to remain competitive in our market areas, we sometimes originate ARM loans at initial rates below the fully indexed rate.  ARM loans generally pose different credit risks than fixed-rate loans, primarily because as interest rates rise, the borrower’s required payments increase, which may increase the potential for default.  Our payment history for ARM loans has not been substantially different from fixed rate loans.  See “Asset Quality - Non-performing Assets” and “Classified Assets.”  At December 31, 2019, our one-to-four family ARM loan portfolio totaled $81.1 million, or 5.5% of our gross loan portfolio.

Construction-permanent loans on one-to-four family residential properties are obtained through referral business with builders, from walk-in customers and through referrals from realtors and architects.  The

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applicant must submit complete plans, specifications and costs of the project to be constructed, which, along with an independent appraisal, are used to determine the value of the subject property.  Loans are based on the lesser of the current appraised value and/or the cost of construction, including the land and the building.  We generally conduct regular inspections of the construction project being financed.  Residential construction loans are done with one closing for both the construction period and the long-term financing. Loans are generally granted with a construction period between six and 12 months. During the construction phase, the borrower generally pays interest only on a monthly basis, and the loan is automatically converted to amortizing payments upon completion of the construction.  Single family construction loans with loan-to-value ratios over 80% usually require private mortgage insurance.

Consumer Open End and Junior Liens.  At December 31, 2019, our consumer loans on residential properties, including home equity lines of credit and subordinate home improvement loans, totaled $75.6 million, or 5.1% of our gross loan portfolio.  Unused home equity lines of credit totaled $99.8 million at December 31, 2019. These loans may be originated in amounts, together with the amount of the existing first mortgage, of up to 100% of the value of the property securing the loan.  The term to maturity on our home equity and home improvement loans may be up to 15 years. Most home equity lines of credit have a maximum term to maturity of 20 years and require a minimum monthly payment based on the outstanding loan balance per month, which amount may be re-borrowed at any time during the first ten years.  A limited number of home equity lines of credit are approved with monthly payments of accrued interest only.  Other consumer loan terms vary according to the type of collateral, length of contract and creditworthiness of the borrower.

Commercial Real Estate Lending.  We offer a variety of commercial real estate (“CRE”) loans for acquisition and renovation.  These loans are secured by the real estate and improvements financed, and the collateral ranges from industrial and commercial buildings to churches, office buildings and multi-family housing complexes.  We also have a limited amount of farm loans.  At December 31, 2019, commercial real estate loans, including multi-family residential loans, totaled $504.2 million, or 33.9% of our gross loan portfolio. During fiscal year 2019, we increased commercial real estate loan originations 19.8% to $90.3 million from $75.3 million in 2018.

Our loans secured by commercial real estate are originated with either a fixed or adjustable interest rate.  The interest rate on adjustable-rate loans is based on a variety of indices, generally determined through negotiation with the borrower.  Loan-to-value ratios on our commercial real estate loans typically do not exceed 80% of the appraised value, as of origination, of the property securing the loan.  These loans typically require monthly payments, are fully amortizing and generally have maximum amortizations of 20 years. Loans with amortizations over 20 years require a loan-to-value ratio of 75% or less.

Loans secured by commercial real estate are underwritten based on the income-producing potential of the property and the financial strength of the borrower.  For income-producing properties, net operating income must be sufficient to cover the payments related to the outstanding debt.  Owner-occupied CRE loans are underwritten based on the borrower’s ability to generate cash flow sufficient to repay the loan.  We may require personal guarantees of the borrowers in addition to the real estate as collateral for such loans.  We also generally require an assignment of rents or leases in order to be assured that the cash flow from the real estate can be used to repay the debt.  Appraisals on properties securing commercial real estate loans are performed by qualified independent appraisers approved by MutualBank’s Board of Directors, consistent with regulatory requirements.  See “Loan Originations, Purchases, Sales and Repayments” in this Item 1.  In order to monitor the adequacy of cash flows on CRE loans, the borrower is required to provide periodic financial information for loans in excess of $350,000.

Loans secured by commercial real estate are generally larger and involve a greater degree of credit risk than one-to-four family residential mortgage loans.  Commercial real estate loans typically involve large balances to single borrowers or groups of related borrowers.  Because payments on loans secured by commercial real estate are often dependent on the successful operation or management of the properties, repayment of such loans may be subject to adverse conditions in the real estate market or the economy.  If the cash flow from the

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project is reduced, or if leases are not obtained or renewed, the borrower’s ability to repay the loan may be impaired.  See “Asset Quality - Non-performing Assets” in this Item 1.

Construction and Development Lending.  MutualBank makes a variety of commercial loans for the purpose of construction or development of commercial real estate.

Existing residential development loans are typically provided on property located within our market areas and are granted to developers and builders with previous borrowing experience with MutualBank.  Financing of a development may include funding of land acquisition and development costs for lots as well as individual construction loans for speculative or pre-sold homes.  New activity in residential development and construction lending has been limited by economic conditions for the past several years. We also provide construction-permanent financing for owner-occupied commercial properties for business customers in our market areas as well as some income-producing property to established borrowers.  We have a limited number of commercial real estate development loans.  At December 31, 2019, we had $49.5 million in construction and development loans outstanding, representing 3.3% of our gross loan portfolio.

Loans financing land development may include funding the acquisition of the land, the infrastructure and lot sales.  Development loans are secured by real estate and repaid through proceeds from the sale of lots.  The maximum loan amount should not exceed 75% of the appraised value and projected lot sales should show full payout within 24‑36 months of each phase being financed.  Where the development loan is to be repaid through lot sales to third parties, the loan should be paid in full when no more than 80% of the lots in the phase or development are sold. Release payments should not be less than 85% of the net sales proceeds, or 125% of the original committed amount per lot, whichever is greater.

Construction financing must be supported by prints and specs, and an appraisal by an approved appraiser.  Construction draws must be supported by a detailed list of work completed, and where appropriate, lien waivers from all contractors.  All construction loans should have a maturity date with a written end financing commitment. We also provide end financing to qualified borrowers.  Our maximum advance on residential pre-sold and owner occupied commercial loans is 80% of appraised value.

Because of the uncertainties inherent in estimating construction and development costs and the market for the project upon completion, there is risk inherent in the accuracy of estimated total loan funds required to complete a project, the related loan-to-value ratios and the likelihood of ultimate success of the project.  These loans also involve many of the same risks discussed above regarding commercial real estate loans and tend to be more sensitive to general economic conditions than many other types of loans.  Economic conditions in our market could cause borrowers to be unable to repay development loans due to reduced ability to market the properties consistent with original pro-forma estimates.  

Other Consumer Lending.  Consumer loans, other than those secured by real estate, generally have shorter terms to maturity and carry higher rates of interest than 1-4 family residential mortgage loans.  This reduces our exposure to interest rate risk on these loans. In addition, consumer loan products help to expand and create stronger ties to our customer base by increasing the number of customer relationships and providing cross-marketing opportunities.  We offer a variety of secured consumer loans, including auto, boat and recreational vehicle loans, and loans secured by savings deposits.  We also offer credit cards and unsecured consumer loans.  We originate consumer loans both in our market area through our financial centers and throughout Indiana as well as making consumer loans to customers residing in contiguous states through our indirect lending program.  We employ credit scoring models for these types of consumer loan applications.  These models evaluate credit and application attributes, with a review of the borrower’s employment and credit history and an assessment of the borrower’s ability to repay the loan.  Consumer loans may entail greater risk than one-to-four family residential mortgage loans, especially consumer loans secured by rapidly depreciable assets, such as automobiles, boats and recreational vehicles.  In these cases, any repossessed collateral for a defaulted loan may not provide an adequate source of repayment of the outstanding loan balance.  As a result, consumer loan collections are dependent on the borrower’s continuing financial stability and, thus, are more likely to be adversely affected by economic downturn, job loss, divorce, illness or

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personal bankruptcy.  At December 31, 2019, our consumer loan portfolio, excluding real estate secured loans, totaled $277.7 million, or 18.7% of our gross loan portfolio.

At December 31, 2019, auto loans totaled $57.1 million, or 3.8% of our gross loan portfolio.  Auto loans may be written for up to six years and usually have a fixed rate of interest.  Loan-to-value ratios are up to 100% of the MSRP or 120% of invoice for new autos and 110% of value on used cars, based on valuation from official used car guides.  Loans for boats and recreational vehicles totaled $213.3 million at December 31, 2019, or 14.3% of our gross loan portfolio.  Approximately $67.7 million of auto, boat and recreational vehicle loans originated during 2019 were originated indirectly through dealers and retailers.  At December 31, 2019, auto, boat and recreational vehicle loans originated indirectly through dealers and retailers were $233.3 million compared to $224.9 at December 31, 2018, an increase of 3.7%. We generally buy indirect auto, boat and recreational vehicle loans on a rate basis, paying the dealer a cash payment for loans with an interest rate in excess of the rate we require.  This premium is amortized over the remaining life of the loan.  As specified in written agreements with these dealers, if a loan prepays or is charged-off within the first six months, the remaining premium is charged to future amounts owed to that dealer. If the dealer stops doing business with us, there is no longer a dealer reserve or other guarantee of payment required.

Commercial Business Lending.  At December 31, 2019, commercial business loans totaled $166.0 million, or 11.2% of our gross loan portfolio.  Most of our commercial business loans have been extended to finance businesses in our market area.  Credit accommodations extended include lines of credit for working capital needs, term loans to purchase capital goods and real estate, development lending to foster residential, business and community growth and agricultural lending for inventory and equipment financing.

Our commercial business lending policy includes credit file documentation and analysis of the borrower’s background, capacity to repay the loan, the adequacy of the borrower’s capital and collateral as well as an evaluation of other conditions affecting the borrower.  Analysis of the borrower’s past, present and future cash flows also is an important aspect of our credit analysis.  We may obtain personal guarantees on our commercial business loans.  Nonetheless, these loans are believed to carry higher credit risk than residential loans.  Unlike residential mortgage loans, commercial business loans are typically made on the basis of the borrower’s ability to make repayment from the cash flow of the borrower’s business.  As a result, the availability of funds for the repayment of commercial business loans may substantially depend on the success of the business itself (which, in turn, often depends in part upon general economic conditions).  Our commercial business loans are usually secured by business assets.  However, the collateral securing the loans may depreciate over time, may be difficult to appraise and may fluctuate in value based on the success of the business.

The terms of loans extended on the security of machinery and equipment are based on the projected useful life of the machinery and equipment, generally not to exceed seven years. Lines of credit generally are available to borrowers for up to 12 months and may be renewed by us after an annual review of current financial information.

We issue a few financial-based standby letters of credit which are offered at competitive rates and terms and are generally on a secured basis.  We continue to expand our volume of commercial business loans.

Loan Originations, Purchases, Sales and Repayments.  We originate loans through referrals from real estate brokers and builders, our marketing efforts, our existing and walk-in customers, and through our subsidiary, Summit Mortgage, Inc. Historically, we have originated many of our non-real estate consumer loans through relationships with dealerships in Indiana.  While we originate adjustable-rate and fixed-rate loans, our ability to originate loans depends upon customer demand for loans in our market areas.  Demand is affected by local competition, interest rate environment and general market conditions.  During the last several years, due to low market rates of interest, our dollar volume of fixed-rate, one-to-four family loans has exceeded the dollar volume of the same type of adjustable-rate loans.  As part of our interest rate risk management efforts, we typically sell our fixed rate, one-to-four family residential loans, with terms equal to or greater than 15 years, on the secondary market.  In periods of economic uncertainty, the ability of financial

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institutions, including us, to originate or purchase large dollar volumes of loans may be substantially reduced or restricted, with a resultant decrease in interest income.

The Company originates consumer loans, other than loans secured by real estate, in Indiana and contiguous states through our indirect lending program.  The indirect lending consumer portfolio consists of loans for autos, boats and recreational vehicles.

During the year  ended December 31, 2019, we sold $232.8 million of one-to-four family mortgage loans on the secondary market to Freddie Mac (“FHLMC”), Federal Home Loan Bank of Indianapolis (“FHLBI”) and other investors.  As part of our interest rate risk management, the Company chose to sell these loans and recognized a gain on sale of $5.9 million.  Servicing was retained on all loans originated through MutualBank but not through our subsidiary, Summit Mortgage.

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The following table shows our loan origination, purchase, sale and repayment activities for the years indicated.

	Year Ended December 31,
	2019		2018		2017
	(Dollars in thousands)
Originations by type
Adjustable rate
Real estate
Commercial	$	83,832	$	71,029	$	43,783
Commercial construction and development		3,262		3,587		1,827
Consumer closed end first mortgage		6,617		10,763		10,833
Consumer open end and junior liens		16,084		14,413		15,002
Non-real estate
Consumer		21		233		143
Commercial and industrial		16,622		11,042		3,629
Total adjustable-rate		126,438		111,067		75,217
Fixed Rate
Real estate
Commercial		6,471		4,320		3,488
Commercial construction and development		143		277		171
Consumer closed end first mortgage		294,655		176,151		176,414
Consumer open end and junior liens		5,664		4,479		3,536
Non-real estate
Consumer		89,576		131,431		75,750
Commercial and industrial		12,915		11,686		11,413
Total fixed-rate		409,424		328,344		270,772
Total loans originated		535,862		439,411		345,989
Purchases
Real estate
Consumer closed end first mortgage		211		155		225
Total loans purchased		211		155		225
Loans acquired in Universal acquisition		-		252,431		-
Total additions		536,073		691,997		346,214
Sales and Repayments
Sales
Real estate
Consumer closed end first mortgage		232,816		122,324		134,367
Total loans sold		232,816		122,324		134,367
Principal repayments		302,668		261,672		195,457
Total reductions		535,484		383,996		329,824
Increase (decrease) in other items, net		(6,326)		6,903		(5,752)
Net increase (decrease)	$	(5,737)	$	314,904	$	10,638

Asset Quality

Collection Procedures.  When a borrower fails to make a payment on a mortgage loan on or before the default date, a late charge and delinquency notice is mailed.  All delinquent accounts are reviewed by a loss mitigation counselor, who attempts to cure the delinquency by contacting the borrower once the loan is 30 days past due.  If the loan becomes 30 days delinquent, the loss mitigation counselor will generally contact the borrower by phone or send a letter to the borrower in order to identify the reason for the delinquency.  Once the loan becomes 60 days delinquent, the borrower is asked to pay the delinquent amount in full or establish an acceptable repayment plan to bring the loan current.  Prior to foreclosure, a drive-by inspection is made to determine the condition of the property.  If the account becomes 120 days delinquent, and an acceptable repayment plan has not been agreed upon, a collection officer will generally refer the account to

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legal counsel, with instructions to prepare a notice of intent to foreclose.  The notice of intent to foreclose allows the borrower up to 30 days to bring the account current.  During this 30‑day period, the loss mitigation counselor may accept a repayment plan from the borrower that would bring the account current prior to foreclosure.

For consumer loans, a similar collection process is followed, with the initial written contact being made once the loan is 20 days past due.

Commercial loan relationships exceeding $350,000 are reviewed on a regular basis by the commercial credit department.  Larger relationships are monitored through a system of internal and external loan review.  All relationships that are deemed to warrant special attention are monitored at least quarterly.  Individual commercial officers maintain communication with borrowers and recommend action plans to a Loan Quality Review committee which meets monthly to discuss credits graded Special Mention or worse.  The Asset Classification committee meets quarterly and establishes specific allocations, based on appraisals or discounted cash flow analysis, for relationships that are deemed to be under-collateralized and at risk of non-payment.  Collection and loss mitigation efforts are a cooperative effort between the Commercial Loan Department and the Risk Management Division.

Delinquent Loans.  The following table sets forth, as of December 31, 2019, the amounts and categories of delinquent loans less than 90 days delinquent that were still accruing interest.

	Accruing Loans Delinquent For
	30 to 59 Days			60 to 89 Days
	(Dollars in thousands)
Real estate
Commercial	$	2,218		$	2,641
Commercial construction and development		114			-
Consumer closed end first mortgage		5,388			1,461
Consumer open end and junior liens		437			188
Consumer loans		2,193			676
Commercial and industrial		855			107
Total	$	11,205		$	5,073
Total as a percent of total loans		0.8	%		0.3	%

See Note 6 of the Notes to Consolidated Financial Statements in Item 8 of this Form 10‑K for additional information about our past due loans.

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Non-performing Assets.  The table below sets forth the amounts and categories of non-performing assets at the dates indicated.  Generally, loans are placed on non-accrual status when the loan becomes more than 90 days delinquent or sooner when collection of interest becomes doubtful.  At December 31, 2019, we had troubled debt restructurings totaling $1.7 million, $399,000 of which were included in non-accruing loans.  Troubled debt restructurings involve forgiving a portion of interest or principal or making other adjustments to assist a borrower who is unable to meet the original terms of the loan.  These restructurings are included in non-accruing loans until they perform according to the modified terms for six months. Then, if continued payments under the modified terms are deemed probable, and it is anticipated all principal will be recovered, they are removed from non-accrual status.  Foreclosed assets include assets acquired in settlement of loans.

	December 31,
	2019			2018			2017			2016			2015
	(Dollars in thousands)
Non-accruing loans(1):
Real estate:
Commercial real estate	$	756		$	4,782		$	1,107		$	912		$	2,356
Commercial construction and development		631			62			-			-			-
Consumer closed end first mortgage		3,682			2,777			3,409			3,626			3,592
Consumer open end and junior liens		352			273			309			335			783
Total real estate loans		5,421			7,894			4,825			4,873			6,731
Other loans:
Consumer		1,251			604			236			253			148
Commercial and industrial		368			91			159			18			25
Total other loans		1,619			695			395			271			173
Total non-accruing loans		7,040			8,589			5,220			5,144			6,904
Accruing loans delinquent 90 days or more:
Real estate:
Consumer closed end first mortgage		156			517			31			237			267
Total non-performing loans		7,196			9,106			5,251			5,381			7,171
Other real estate owned and repossessed assets:
Real estate:
Commercial real estate		408			682			-			215			62
Construction and development		-			-			-			-			974
Consumer closed end first mortgage		809			541			251			502			906
Other loans:
Consumer		778			790			331			481			513
Commercial business		-			-			151			-			-
Total		1,995			2,013			733			1,198			2,455
Total non-performing assets	$	9,191		$	11,119		$	5,984		$	6,579		$	9,626
Total as a percentage of total assets		0.45	%		0.54	%		0.38	%		0.42	%		0.65	%
Interest income not recognized due to non-accrual status(2)	$	392,000		$	422,000		$	242,000		$	273,000		$	363,000
Interest income recognized on non-accruing loans	$	277,000		$	270,000		$	148,000		$	101,000		$	183,000
(1) Includes non-performing troubled debt restructurings.
(2) Gross interest income that would have been recorded had non-accrual loans been current in accordance with original terms.

See Item 7 – “Management’s Discussion and Analysis of Financial Condition and Results of Operation - Financial Condition at December 31, 2019 Compared to December 31, 2018 - Delinquencies and Non-performing Assets” for more information on our nonperforming assets.

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Classified Assets.  Our regulators require that we classify loans and other assets, such as debt and equity securities considered to be of lesser quality, as “substandard,” “doubtful” or “loss.”  An asset is considered “substandard” if it is inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any.  “Substandard” assets include those characterized by the “distinct possibility” that the insured institution will sustain “some loss” if the deficiencies are not corrected.  Assets classified as “doubtful” have all of the weaknesses inherent in those classified “substandard,” with the added characteristic that the weaknesses present make “collection or liquidation in full,” on the basis of currently existing facts, conditions, and values, “highly questionable and improbable.”  Assets classified as “loss” are those considered “uncollectible” and of such little value that their continuance as assets without the establishment of a specific loss reserve is not warranted.

When an insured institution classifies problem assets as either substandard or doubtful, it may establish general allowances for loan losses in an amount deemed prudent by management and approved by the board of directors.  General allowances represent loss allowances that have been established to recognize the inherent risk associated with lending activities, but which, unlike specific allowances, have not been allocated to particular problem assets.  When an insured institution classifies problem assets as “loss,” it is required either to establish a specific allowance for losses equal to 100% of that portion of the asset so classified or to charge off such amount.  Our determination as to the classification of our assets and the amount of our valuation allowances is subject to review by our regulators, which may order the establishment of additional general or specific loss allowances.

In connection with the filing of the Bank’s periodic reports in accordance with our classification of assets policy, we regularly review the problem assets in our portfolio to determine whether any assets require classification in accordance with applicable regulations.  On the basis of management’s review, at December 31, 2019, we had classified $22.9 million of the Bank’s assets as substandard or doubtful; $2.0 million in other real estate owned and repossessed assets and $20.9 million in substandard loans.  The total amount classified represented 10.1% of our stockholders’ equity and 1.1% of our assets at December 31, 2019, compared to 11.2% and 1.1%, respectively, at December 31, 2018.  See Note 6 of the Notes to Consolidated Financial Statements in Item 8 of this Form 10‑K for additional information about our classified assets and credit risk profile of our loan portfolio.

Provision for Loan Losses.  We recorded a provision for loan losses during the year  ended December 31, 2019 of $2.0 million, compared to $2.1 million for the year ended December 31, 2018 and $1.2 million for the year ended December 31, 2017.  A $5.7 million decline in total loans has contributed to the $170,000 decrease in provision with commercial and non-real estate consumer loans making up 67.0% of the loan portfolio at the end of 2019 compared to 63.7% as of the end of 2018.  Net charge-offs equaled $1.9 million and $1.2 million for 2019 and 2018, respectively, or 0.13% of total average loans in 2019 compared to 0.09% of total average loans in 2018.  The provision for loan losses is charged to income to bring our allowance for loan losses to a level deemed appropriate by management based on the factors discussed below under “Allowance for Loan Losses.”

Allowance for Loan Losses.  We maintain an allowance for loan losses to absorb losses inherent in the loan portfolio.  The allowance is based on ongoing, quarterly assessments of the estimated losses inherent in the loan portfolio.  Our methodology for assessing the appropriateness of the allowance consists of several key elements, including the general allowance and specific allowances for identified problem loans and portfolio segments.  In addition, the allowance incorporates the results of measuring impaired loans as provided in FASB ASC 310, Receivables.  These accounting standards prescribe the measurement methods, income recognition and disclosures related to impaired loans.  See Note 6 of the Notes to Consolidated Financial Statements contained in Item 8 of this Form 10‑K.

The general allowance is calculated by applying loss factors to outstanding loans based on the internal risk evaluation of such loans or pools of loans.  Changes in risk evaluations of both performing and nonperforming loans affect the amount of the general allowance.  Loss factors are based on our historical loss experience as

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well as on significant factors that, in management’s judgment, affect the collectability of the portfolio as of the evaluation date.

The appropriateness of the allowance is reviewed by management based upon its evaluation of then-existing economic and business conditions affecting our key lending areas and other conditions, such as credit quality trends (including trends in non-performing loans expected to result from existing conditions), collateral values, loan volumes and concentrations, specific industry conditions within portfolio segments and recent loss experience in particular segments of the portfolio that existed as of the balance sheet date and the impact that such conditions were believed to have had on the collectability of the loan.  Senior management reviews these conditions quarterly in discussions with our senior credit officers.  To the extent that any of these conditions is evidenced by a specifically identifiable problem credit or portfolio segment as of the evaluation date, management’s estimate of the effect of such condition may be reflected as a specific allowance applicable to such credit or portfolio segment.  Where any of these conditions is not evidenced by a specifically identifiable problem credit or portfolio segment as of the evaluation date, management’s evaluation of the loss related to this condition is reflected in the general allowance for loan losses.  The evaluation of the inherent loss with respect to these conditions is subject to a higher degree of uncertainty because they are not identified with specific problem credits or portfolio segments.

The allowance for loan losses is based on estimates of losses inherent in the loan portfolio. Actual losses can vary significantly from the estimated amounts.  Our methodology, as described, permits adjustments to any loss factor used in the computation of the general allowance in the event that, in management’s judgment, significant factors which affect the collectability of the portfolio as of the evaluation date are not reflected in the loss factors.  By assessing the probable incurred losses inherent in the loan portfolio on a quarterly basis, we are able to adjust specific and inherent loss estimates based upon any more recent information that has become available.  Although the economy is stabilizing in the communities we serve and unemployment rates have improved compared to recent years, management has concluded that our allowance for loan losses should be greater than historical loss experience and specifically identified losses might otherwise indicate.  This is due to the increase in higher risk loans like consumer and commercial, as a percentage of total loans.

At December 31, 2019, our allowance for loan losses was $13.3 million, or 0.89% of the total loan portfolio, and approximately 184.9% of total non-performing loans.  Our allowance for loan losses balance increased 0.20% from December 31, 2018. Assessing the adequacy of the allowance for loan losses is inherently subjective as it requires making material estimates, including the amount and timing of future cash flows expected to be received on impaired loans that are susceptible to significant change. In the opinion of management, the allowance, when taken as a whole, is adequate to absorb reasonable estimated loan losses inherent in our loan portfolio.

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The following table sets forth an analysis of our allowance for loan losses.

	December 31,
	2019			2018			2017			2016			2015
	(Dollars in thousands)
Balance at beginning of period	$	13,281		$	12,387		$	12,382		$	12,641		$	13,168
Charge-offs:
Commercial		202			204			161			274			104
Mortgage		241			174			284			420			643
Consumer		1,714			1,088			967			788			640
Total charge-offs		2,157			1,466			1,412			1,482			1,387
Recoveries:
Commercial		28			12			24			85			498
Mortgage		4			18			13			25			34
Consumer		201			210			160			263			203
Total recoveries		233			240			197			373			735
Net charge-offs		1,924			1,226			1,215			1,109			652
Provisions charged to operations		1,950			2,120			1,220			850			125
Balance at end of period	$	13,307		$	13,281		$	12,387		$	12,382		$	12,641
Ratio of net charge-offs during the period to average loans outstanding during the period		0.13	%		0.09	%		0.10	%		0.10	%		0.06	%
Allowance as a percentage of non-performing loans		184.92	%		145.85	%		235.90	%		230.99	%		176.28	%
Allowance as a percentage of total loans (end of period)		0.89	%		0.89	%		1.05	%		1.06	%		1.17	%

Investment Activities

MutualBank may invest in various types of liquid assets, including United States Treasury obligations, securities of various federal agencies, including callable agency securities, securities of state and political subdivisions, certain certificates of deposit of insured banks and savings institutions, certain bankers’ acceptances, repurchase agreements and federal funds. It also may invest in investment grade commercial paper and corporate debt securities and certain mutual funds.

The Chief Financial Officer is responsible for the management of our investment portfolio, subject to the direction and guidance of the Asset and Liability Management Committee and the Board of Directors.  The Chief Financial Officer considers various factors when making decisions, including the marketability, maturity and tax consequences of the proposed investment.  The maturity structure of investments will be affected by various market conditions, including the current and anticipated slope of the yield curve, the level of interest rates, the trend of new deposit inflows, and the anticipated demand for funds via deposit withdrawals and loan originations and purchases.

The objectives of our investment portfolio are to provide liquidity when loan demand is high, to assist in maintaining earnings when loan demand is low and to maximize earnings while satisfactorily managing risk, including credit risk, reinvestment risk, liquidity risk and interest rate risk.  See “Item 7A - Quantitative and Qualitative Disclosures About Market Risk”.

Our investment securities currently consist of U.S. Agency securities, mortgage-backed securities, collateralized mortgage obligations, municipal securities and corporate obligations.  Our mortgage-backed securities portfolio currently consists of securities issued under government-sponsored agency programs.  See Note 5 of the Notes to Consolidated Financial Statements contained in Item 8 of this Form 10‑K.

20

While mortgage-backed securities carry a reduced credit risk as compared to whole loans, these securities remain subject to the risk that a fluctuating interest rate environment, along with other factors like the geographic distribution of the underlying mortgage loans, may alter the prepayment rate of the mortgage loans and affect both the prepayment speed and value of the securities.

Although the Bank has not had a trading portfolio in recent history, we are permitted by the Board of Directors to have a trading portfolio of up to $5.0 million and to trade up to $2.0 million in these securities at any one time.  At December 31, 2019, however, we did not have a trading portfolio.  See Note 5 of the Notes to Consolidated Financial Statements contained in Item 8 of this Form 10‑K.

A majority of MutualBank’s investment portfolio is under the management of its wholly owned subsidiary, Mutual Federal Investment Company.  Mutual Federal Investment Company, a Nevada corporation, holds, services, manages and invests that portion of the Bank’s investment portfolio as may be transferred from time to time by the Bank to Mutual Federal Investment Company.  Mutual Federal Investment Company’s investment policy, for the most part, mirrors that of the Bank’s.  Mutual Federal Investment Company has hired a third-party investment advisor to manage its securities portfolio, subject to the oversight of its Board of Directors.  At December 31, 2019, the Company had $385.6 million in consolidated investment securities carried at fair value.  The portfolio is comprised of available for sale securities.  At that date, Mutual Federal Investment Company managed $373.5 million of the total available for sale portfolio.

The following table sets forth the composition of our investment and mortgage-related securities portfolio and our other investments at the dates indicated. As of December 31, 2019, our investment securities portfolio did not contain securities of any issuer with an aggregate book value in excess of 10% of our equity capital, excluding those issued by the United States Government, its agencies or government sponsored entities.

	December 31,
	2019				2018				2017
	Amortized		Fair		Amortized		Fair		Amortized		Fair
	Cost		Value		Cost		Value		Cost		Value
	(Dollars in thousands)
Investment securities available for sale:
Mortgage-backed securities	$	124,096	$	125,801	$	106,094	$	104,343	$	68,335	$	67,798
Collateralized mortgage obligations		91,013		91,373		110,994		109,281		88,488		87,250
Municipal obligations		156,845		166,250		153,976		154,896		107,060		110,495
Corporate obligations		2,991		2,198		2,998		2,355		12,966		11,835
Total securities available for sale		374,945		385,622		374,062		370,875		276,849		277,378
Investment in limited partnerships		21		N/A		127		N/A		227		N/A
Federal Home Loan Bank stock		13,115		N/A		13,034		N/A		11,183		N/A
Total investments	$	388,081	$	385,622	$	387,223	$	370,875	$	288,259	$	277,378

The following table indicates, as of December 31, 2019, the composition and contractual maturities of our investment securities, excluding Federal Home Loan Bank (“FHLB”) stock.

	Due In
	Less Than			1 to 5			5 to 10			Over			Total
	1 year			Years			Years			10 Years			Investment Securities
	Amortized			Amortized			Amortized			Amortized			Amortized			Fair
	Cost			Cost			Cost			Cost			Cost			Value
	(Dollars in thousands)
Available for sale:
Mortgage-backed securities	$	-		$	461		$	7,044		$	116,591		$	124,096		$	125,801
Collateralized mortgage obligations		-			-			4,619			86,394			91,013			91,373
Municipal obligations		-			952			17,197			138,696			156,845			166,250
Corporate obligations		-			-			-			2,991			2,991			2,198
	$	-		$	1,413		$	28,860		$	344,672		$	374,945		$	385,622
Weighted average yield		-	%		4.04	%		2.93	%		2.84	%		2.85	%

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MutualBank conducts periodic reviews to identify and evaluate each investment security to determine whether an other-than-temporary impairment (“OTTI”) has occurred.  Economic models are used to determine whether an other-than-temporary impairment has occurred on these securities.  While all securities are considered, the securities primarily impacted by other-than-temporary impairment testing are private-label mortgage-backed securities and trust preferred securities.  During the years ended December 31, 2019, 2018 and 2017 we did not recognize any OTTI on our investments.  No securities in the portfolio were non-performing as of December 31, 2019.  The remaining trust preferred security was priced using a discounted cash flow analysis as of December 31, 2019.

The Bank’s trust preferred security valuation was prepared by an independent third party.  Their approach for determining fair value involved several steps including: (1) a detailed credit and structural evaluation of each piece of collateral in the trust preferred security;  (2) collateral performance projections for each piece of collateral in the trust preferred security; (3) terms of the trust preferred structure, as laid out in the indenture; and (4) discounted cash flow modeling.

MutualFirst Financial uses market-based yield indicators as a baseline for determining appropriate discount rates, and then adjusts the resulting discount rates on the basis of its credit and structural analysis of specific trust preferred securities.  The primary focus is on the returns a fixed income investor would require in order to allocate capital on a risk adjusted basis.  There is currently little demand for pooled trust preferred securities; however, the Company looks principally to market yields for stand-alone trust preferred securities issued by banks, thrifts and insurance companies for which there is an active and liquid market.  The next step is to make a series of adjustments to reflect the differences that exist between these products (both credit and structural) and, most importantly, to reflect idiosyncratic credit performance differences (both actual and projected) between these products and the underlying collateral in the specific trust preferred security.  Importantly, as part of the analysis described above, MutualFirst considers the fact that structured instruments frequently exhibit leverage not present in stand-alone instruments, and makes adjustments as necessary to reflect this additional risk.

The default and recovery probabilities for each piece of collateral were formed based on the evaluation of the collateral credit and a review of historical industry default data and current/near-term operating conditions.  For collateral that has already defaulted, the Company assumed no recovery.  For collateral that was in deferral, the Company assumed a recovery of 10% of par for banks, thrifts or other depository institutions, and 15% of par for insurance companies.  Although the Company conservatively assumed that the majority of the deferring collateral continues to defer and eventually defaults, we also recognize there is a possibility that some deferring collateral may become current at some point in the future.

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Pooled Trust Preferred Securities.  The Bank has invested in  a pooled trust preferred security.  At December 31, 2019, the current book value of our pooled trust preferred security was $3.0 million.  The original par value of these securities was $3.0 million.  The pooled trust preferred security owned was performing as agreed during 2019.  As of December 2019, current Moody’s ratings for this bond was B3. The pooled trust preferred security owned by the Bank is exempt from the Volcker Rule.

The following table provides additional information related to the Bank’s investment in a pooled trust preferred security  as of December 31, 2019.

Total

Excess

Number

subordination

Number of

of Banks

Actual

Total

(after taking

Banks /

and

Deferrals/

Projected

into account

Insurance

Insurance

Defaults

Defaults

best estimate

Realized

Cos.

Cos. In

(as a % of

(as a % of

of future

Original

Book

Fair

Unrealized

Losses

Lowest

Currently

Issuance

original

performing

deferrals/

Deal Name

Class

Par

Value

Value

Loss

2019

Ratings

Performing

(Unique)

collateral)

��

collateral) (1)

defaults) (2)

(Dollars in Thousands)

U.S. Capital Funding I

B1

$

3,000

$

2,991

$

2,198

$

(793)

$

-

Caa1

22

26

7.95

%

5.35

%

10.52

%

(1)  A 10% recovery is applied to all projected defaults by depository institutions. A 15% recovery is applied to all projected defaults by insurance companies.

No recovery is applied to current defaults.

(2)  Excess subordination represents the additional defaults in excess of both current and projected defaults that the collateralized debt obligation can absorb

before the bond experiences any credit impairment. Excess subordinated percentage is calculated by (a) determining what percentage of defaults a pool

can experience before the bond has credit impairment, and (b) subtracting from this default breakage percentage both total current and expected future

default percentages.

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Sources of Funds

General.  Our sources of funds are deposits, borrowings, payment of principal and interest on loans, interest earned on or maturation of other investment securities and funds provided from operations.

Deposits.  We offer deposit accounts to consumers and businesses having a wide range of interest rates and terms.  Our deposits consist of savings deposit accounts, NOW and demand accounts and certificates of deposit.  We solicit deposits in our market areas as well as online through our internet banking product.  The Bank participates in services through the Certificate of Deposit Account Registry Service (“CDARS”) and Insured Cash Sweep (“ICS”) deposit services.  Reciprocal ICS and CDARs deposit accounts are no longer classified as brokered deposits as of 2018.  The Bank both purchases CDARS and ICS deposits and participates in reciprocal CDARS and ICS deposit services for our customers.  We primarily rely on competitive pricing policies, marketing and customer service to attract and retain these deposits.  Occasionally we will accept brokered deposits from a deposit broker.  At December 31, 2019, our brokered deposits totaled $113.3 million, or 7.3% of total deposits, with an average interest rate of 2.10% and a 0.49 year weighted-average maturity.

The flow of deposits is influenced significantly by general economic conditions, changes in money market and prevailing interest rates, and competition.  The variety of our deposit accounts has allowed us to be competitive in obtaining funds and to respond to changes in consumer demand.  We have become more susceptible to short-term fluctuations in deposit flows, as customers have continued to deposit in short-term products while rates remain low.  We try to manage the pricing of our deposits in keeping with our asset/liability management, liquidity and profitability objectives, subject to competitive factors.  Based on our experience, we believe that our deposits are relatively stable sources of funds.  Our ability to attract and maintain these deposits and the rates paid on those deposits has been and will continue to be affected significantly by economic and market conditions.

The FRB requires all depository institutions to maintain non-interest bearing reserves at specified levels against their transaction accounts, primarily checking, NOW and Super NOW checking accounts. At December 31, 2019, we were in compliance with these reserve requirements.

The following table sets forth the dollar amount of deposits in the various types of deposit programs we offered at the dates indicated. 

	December 31,
	2019				2018				2017
			Percent				Percent				Percent
	Amount		of Total		Amount		of Total		Amount		of Total
	(Dollars in thousands)
Transactions and savings deposits:
Noninterest bearing accounts	$	261,600	16.84	%	$	259,909	17.11	%	$	194,134	16.15	%
Interest-bearing NOW and demand accounts		399,788	25.74			408,135	26.86			330,821	27.52
Savings accounts		177,296	11.41			182,346	12.00			138,348	11.51
Money market accounts		212,142	13.66			180,395	11.87			167,574	13.94
Total non-certificates		1,050,826	67.65			1,030,785	67.85			830,877	69.12
Certificates:
0.00 - 1.99%		214,105	13.78			250,358	16.48			302,734	25.19
2.00 - 3.99%		288,547	18.57			238,082	15.67			68,423	5.69
4.00 - 5.99%		-	0.00			-	0.00			-	0.00
Total certificates		502,652	32.35			488,440	32.15			371,157	30.88
Total deposits	$	1,553,478	100.00	%	$	1,519,225	100.00	%	$	1,202,034	100.00	%

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The following table shows rate and maturity information for our certificates of deposit as of December 31, 2019.

	0.00 -			2.00 -			4.00 -						Percent
	1.99%			3.99%			5.99%			Total			of Total
	(Dollars in thousands)
Certificate accounts maturing in quarter ending:
March 31, 2020	$	67,582		$	83,549		$	-		$	151,131		30.07	%
June 30, 2020		49,761			50,741			-			100,502		19.99
September 30, 2020		25,794			29,760			-			55,554		11.05
December 31, 2020		21,676			20,470			-			42,146		8.38
March 31, 2021		3,442			26,504			-			29,946		5.96
June 30, 2021		4,398			9,370			-			13,768		2.74
September 30, 2021		7,753			7,961			-			15,714		3.13
December 31, 2021		9,584			7,538			-			17,122		3.41
March 31, 2022		2,348			9,731			-			12,079		2.40
June 30, 2022		3,617			3,627			-			7,244		1.44
September 30, 2022		2,700			4,075			-			6,775		1.35
December 31, 2022		3,074			4,831			-			7,905		1.57
Thereafter		12,376			30,390			-			42,766		8.51
Total	$	214,105		$	288,547		$	-		$	502,652		100.00	%
Percent of total		42.60	%		57.40	%		-	%		100.00	%

The following table indicates, as of December 31, 2019, the amount of our certificates of deposit by time remaining until maturity.

		Maturity
		3 Months		Over 3 to		Over 6 to		Over
		or Less		6 Months		12 Months		12 Months		Total
		(Dollars in thousands)
Certificates of deposit less than $100,000		$	45,378	$	35,290	$	33,296	$	76,493	$	190,457
Certificates of deposit of $100,000 or more			41,950		28,616		35,166		63,814		169,546
Brokered deposits			62,453		19,975		14,968		12,462		109,858
Public Funds (1)			1,350		16,620		14,271		550		32,791
Total certificates of deposit		$	151,131	$	100,501	$	97,701	$	153,319	$	502,652
(1)	Deposits from governmental and other public entities.

Borrowings.  We also utilize borrowings as a source of funds, especially when they are less costly than deposits and can be invested at a positive interest rate spread, when we desire additional capacity to fund loan demand or when they meet our asset/liability management goals.  Our borrowings historically have consisted of advances from the FHLBI.  See Notes 14 and 15 of the Notes to Consolidated Financial Statements contained in Item 8 of this Form 10‑K.

We may obtain advances from the FHLBI upon the pledging of certain collateral.  These advances may be made pursuant to several different credit programs, each of which has its own interest rate, range of maturities and call features.  At December 31, 2019 we had $245.9 million in FHLB advances outstanding.  Based on current collateral levels, we could borrow an additional $76.8 million from the FHLB at prevailing interest rates. Additional assets were available to collateralize if the need would have arisen.  In order to have access to FHLB advances, we are required to own stock in the FHLBI.  At December 31, 2019, we had $13.1 million in FHLB stock.

We also are authorized to borrow from the Federal Reserve Bank of Chicago’s “discount window.”  We have never borrowed from the Federal Reserve Bank and currently do not have any assets pledged to them for borrowing.

25

The Bank also has five fed fund lines totaling $80.0 million.  There was no outstanding balance on any of these lines as of December 31, 2019.

The Company acquired $5.0 million of subordinated debentures in the 2008 acquisition of another financial institution.  The net balance of these securities as of December 31, 2019 was $4.3 million due to the purchase accounting adjustment made at the time of the acquisition.  The securities bear the prevailing three-month LIBOR rate plus 170 basis points.  The Company has the right to redeem the trust preferred securities, in whole or in part, without penalty.  These securities mature on September 15, 2035.

The Company also acquired $5.0 million of subordinated debentures in the acquisition of Universal during 2018. The net balance of these securities as of December 31, 2019 was $4.1 million due to the purchase accounting adjustment made at the time of the acquisition.  The securities bear the prevailing three-month interest rate of LIBOR plus 169 basis points.  The Company has the right to redeem the trust preferred securities, in whole or in part, without penalty.  These securities mature on October 7, 2035.

The Company borrowed $10.0 million in two $5.0 million term notes from First Horizon Bank to use in the acquisition of Universal. These loans had a combined balance of $9.2 million at December 31, 2019. The fixed rate term note had a balance of $4.2 million and matures 5 years from the date of issuance, or February 28, 2023. This term note bears a fixed rate of interest of 4.99% per annum and requires quarterly principal payments, which began March 31, 2018. The variable rate term note matures 5 years from the date of issuance, or February 28, 2023. This term note bears a rate of interest of the prevailing three-month LIBOR rate plus 195 basis points, which was 4.04% at December 31, 2019. The Company has the right to redeem either note at any time, in whole or in part, without penalty.

The following table sets forth, for the years indicated, the maximum month-end balance and average balance of FHLB advances and other borrowings.

	Year Ended December 31,
	2019		2018		2017
	(Dollars in thousands)
Maximum Balance:
FHLB advances	$	292,731	$	292,731	$	240,591
Other borrowings		19,665		20,000		4,232
Average Balance:
FHLB advances	$	241,211	$	248,759	$	221,932
Other borrowings		19,405		17,503		4,211

The following table sets forth certain information as to our borrowings at the dates indicated.

		December 31,
		2019			2018			2017
		(Dollars in thousands)
FHLB advances		$	245,879		$	292,497		$	217,163
Other borrowings			17,573			17,988			4,232
Total borrowings		$	263,452		$	310,485		$	221,395
Weighted average interest rate of FHLB advances			1.74	%		2.13	%		1.72	%
Weighted average interest rate of other borrowings(1)			4.03	%		4.58	%		3.29	%
(1)	Our other borrowings include subordinated debentures as of December 31, 2019.

26

Trust and Financial Services

MutualWealth and MutualFinancial are the wealth management and investment services divisions of the Bank that provide a variety of fee-based financial services, including trust and estate administration, investment management services,  life insurance, broker advisory services, retirement plan administration and private banking services, in our market areas.  Trust services are provided to both individual and corporate customers, including personal trust and agency accounts, employee benefit plans and corporate bond trustee accounts. The market value of managed and non-managed fiduciary assets at December 31, 2019  were $383.3 million and $130.2 million, respectively.  These activities provide a significant source of fee income to the Company and in 2019 constituted 19.2% of the Company’s non-interest income.

Subsidiary and Other Activities

The Company, as a bank holding company that has elected to be treated as a financial holding company, is allowed to engage in activities and invest in subsidiaries as authorized by Federal law and the regulations of the FRB.  At December 31, 2019, the Company had an active captive insurance company, MutualFirst Risk Management, Inc. and another subsidiary, Mutual Risk Advisors, an information security consulting firm.

As an Indiana commercial bank, MutualBank is allowed to invest in subsidiaries as authorized by Indiana law and the IDFI.  Under federal law and FDIC regulations, those subsidiaries generally may engage as principal only in activities that are permissible for national bank subsidiaries, unless the Bank receives FDIC approval to engage in other activities permitted by Indiana law and the IDFI.  Activities engaged in as agent, including insurance agency activities, are not subject to this limitation.

At December 31, 2019, MutualBank had an active investment subsidiary, Mutual Federal Investment Company, which is a Nevada corporation that holds and manages a portion of MutualBank’s investment portfolio.  As of December 31, 2019, the market value of securities managed was $373.5 million.  Mutual Federal Investment Company has one active subsidiary, Mutual Federal REIT, Inc., which is a Maryland corporation holding approximately $111.1 million in consumer closed end first mortgage loans.

The Bank had one other active subsidiary as of December 31, 2019.  Summit Service Corporation which controls the 100% wholly owned active subsidiary, Summit Mortgage, Inc., which is an Indiana corporation that originates and sells consumer closed end first mortgage loans.  As of December 31, 2019, Summit Mortgage had $5.1 million in loans held for sale.

Employees

At December 31, 2019, we had a total of 461  full-time and 28 part-time employees.  Our employees are not represented by any collective bargaining group.  Management considers its employee relations to be good.

How We Are Regulated

MutualFirst Financial is a financial holding company subject to FRB regulation, and MutualBank is an Indiana commercial bank subject to regulation by the IDFI and the FDIC.  The Dodd-Frank Act created the Consumer Financial Protection Bureau (“CFPB”), which has authority to promulgate regulations intended to protect consumers with respect to financial products and services, including those provided by the Bank, and to restrict unfair, deceptive or abusive conduct by providers of consumer financial products and services.  The FDIC examines the Bank for compliance with these regulations.  As a public company, the Company is subject to the regulation and reporting requirements of the SEC.

27

Set forth below is a brief description of certain laws and regulations that apply to us.  This description, as well as other descriptions of laws and regulations contained in this Form 10‑K, is not complete and is qualified in its entirety by reference to the applicable laws and regulations.

Legislation is introduced from time to time in the United States Congress and the Indiana General Assembly that may affect our operations.  In addition, the regulations governing the Company and the Bank may be amended from time to time by the IDFI, FDIC, CFPB, FRB or SEC, as appropriate.  Legislation enacted in 2018 and summarized below may reduce some of the burden’s associated with the implementation of the Dodd-Frank Act, but the actual impact of the policies related to the Dodd Frank Act reforms is impossible to predict with any certainty.

2018 Regulatory Reform.  In May 2018 the Economic Growth, Regulatory Relief and Consumer Protection Act (the “Act”) was enacted to modify or remove certain financial reform rules and regulations, including some of those implemented under the Dodd-Frank Act.  While the Act maintains most of the regulatory structure established by the Dodd-Frank Act, it amends certain aspects of the regulatory framework for small depository institutions with assets of less than $10 billion and for large banks with assets of more than $50 billion.  Many of these changes could result in meaningful regulatory relief for community banks such as MutualBank. 

The Act, among other matters, expands the definition of qualified mortgages which may be held by a financial institution and simplifies the regulatory capital rules for financial institutions and their holding companies with total consolidated assets of less than $10 billion by instructing the federal banking regulators to establish a single “Community Bank Leverage Ratio” of between 8 and 10 percent to replace the leverage and risk-based regulatory capital ratios.  The Act also expands the category of holding companies that may rely on the “Small Bank Holding Company and Savings and Loan Holding Company Policy statement” by raising the maximum amount of assets a qualifying holding company may have from $1.0 billion to $3.0 billion.  This expansion also excludes such holding companies from the minimum capital requirement of the Dodd-Frank Act.  In addition, the Act includes regulatory relief for community banks regarding regulatory examination cycles, call reports, the Volcker Rule (proprietary trading prohibitions), mortgage disclosures and risk weights for certain high-risk commercial real estate loans.

It is difficult at this time to predict when or how any new standards under the Act will ultimately be applied to us or what specific impact the Act and the yet to be written implementing rules and regulations will have on community banks.

MutualFirst Financial.  MutualFirst Financial is a bank holding company that has elected to be treated as a financial holding company.  MutualFirst is required to register and file reports with the FRB and is subject to regulation and examination by the FRB, including requirements that the Company serve as a source of financial and managerial strength for the Bank, particularly if the Bank is in financial distress.  In addition, the FRB has enforcement authority over the Company and any of its non-bank subsidiaries.  The Company’s direct activities and those of its non-bank subsidiaries are subject to FRB regulation and must be activities permissible for a bank holding company, or for a financial holding company  (generally securities and insurance activities).  The Company must obtain FRB approval to acquire substantially all the assets of another bank or bank holding company or to merge with another bank holding company.  In addition, the Company must obtain FRB authorization to control more than 5% of the shares of any other bank or bank holding company and may not own more than 5% of any other entity engaged in activities not permitted for the Company.  The IDFI also has certain oversight authority over the Company, including acquisitions of banks and bank holding companies.  The FRB imposes consolidated capital requirements on the Company.  See “- Regulatory Capital Requirements.”

MutualBank.  As an Indiana commercial bank, MutualBank is subject to regulation, examination and supervision by the IDFI.  Indiana and Federal laws regulate many aspects of the Bank’s operations including branching, dividends, interest and fees collected, anti-money laundering activities, confidentiality

28

of customer information, credit card operations, corporate governance, mergers and purchase and assumption transactions, insurance activities, securities investments, real estate investments, trust operations, lending activities, subsidiary operations and required capital levels.  Under Indiana law, Indiana banks may have parity authority with national banks.

To fund its operations, the IDFI has established a schedule for the assessment of supervisory fees for all Indiana financial institutions.  These supervisory fees are computed based on the Bank’s total assets and trust assets and increase if the Bank experiences financial distress. The IDFI also charges fees for certain applications and other filings.

FDIC Regulation and Insurance of Accounts.  As a state-chartered, non-member bank, MutualBank is subject to regulation, examination and supervision by the FDIC.  The FDIC does not assess fees for its examination and supervision of the Bank.  The FDIC oversees the Bank’s operations under federal law, regulations and policies, including consumer compliance laws, and ensures that the Bank operates in a safe and sound manner.  It regulates the Bank’s branching, transactions with affiliates (including the Company) and loans to insiders.  Under FDIC regulations, the Bank generally is prohibited from acquiring or owning any equity investments impermissible for national banks and from engaging as principal in activities that are not permitted for national banks without FDIC approval.  During examinations, the FDIC may require the Bank to establish additional reserves for loan losses, which would decrease the Company’s net income.  The FDIC has adopted guidelines establishing safety and soundness standards on such matters as loan underwriting and documentation, asset quality, earnings standards, internal controls and audit systems, interest rate risk exposure and compensation and other employee benefits.  Any institution that fails to comply with these standards must submit a compliance plan.

The Bank’s deposits are insured up to the applicable limits by the FDIC, and such insurance is backed by the full faith and credit of the United States Government.  The basic deposit insurance level is $250,000 per each separately insured depositor, as defined in FDIC regulations.  As insurer, the FDIC imposes deposit insurance premiums and is authorized to conduct examinations of and to require reporting by FDIC-insured institutions.  Our deposit insurance premiums for the year  ended December 31, 2019 were $413,000.  The FDIC’s premiums may increase if the Bank’s regulatory capital or supervisory ratings deteriorate.

In accordance with the Dodd-Frank Act, the FDIC has issued regulations setting insurance premium assessments based on an institution’s total assets minus its Tier 1 capital instead of its deposits.  The Bank’s FDIC premiums are based on its supervisory ratings and certain financial ratios.  Federal law requires that the reserve ratio of the FDIC deposit insurance fund be at least 1.35% by September 2020. On September 30, 2018, the Deposit Insurance Fund Reserve Ratio reached 1.36%, exceeding the required minimum reserve ratio. This provides for depository institutions with total consolidated assets of $10 billion or less to receive assessment credits for the portion of their assessments that contributed to the growth in the reserve ratio from between 1.15% and 1.35%, to be applied when the reserve ratio is at or above 1.38%. During 2019, the Bank received Small Bank Assessment Credits of $391,000.

The FDIC may prohibit the Bank from engaging in any activity that it determines by regulation or order to pose a serious risk to the deposit insurance fund and may terminate our deposit insurance if it determines that we have engaged in unsafe or unsound practices or are in an unsafe or unsound condition.

Regulatory Capital Requirements.  MutualBank is required to maintain a minimum level of regulatory capital.  The FDIC has established capital standards for the Bank.  The FDIC also may impose capital requirements in excess of these standards on individual institutions on a case-by-case basis.  Financial institutions are expected to maintain a level of capital adequate with the risk profile assigned to their assets in accordance with the guidelines. See “Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operation - Capital Resources” for information on the Bank’s compliance with these capital requirements.

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The current capital regulations of the FDIC became effective at the beginning of 2015 (with some changes phased in over several years).  The capital regulations establish required minimum ratio for common equity Tier 1 (“CET1”) capital, Tier 1 capital and total capital and the minimum leverage ratio; establish risk-weightings for assets and certain off-balance sheet items for purposes of the risk-based capital ratios; require an additional capital conservation buffer over the minimum risk-based capital ratios; and define what qualifies as capital for purposes of meeting the capital requirements.

The minimum capital ratios are: (1) a CET1 capital ratio of 4.5% of risk-weighted assets; (2) a Tier 1 capital ratio of 6.0% of risk-weighted assets; (3) a total capital ratio of 8.0% of risk-weighted assets; and (4) a leverage ratio (the ratio of Tier 1 capital to average total adjusted assets) of 4.0%.  CET1 generally consists of common stock; retained earnings; accumulated other comprehensive income (“AOCI”) except in the case of banking organizations that have elected to exclude AOCI from regulatory capital, as discussed below; and certain minority interests; all subject to applicable regulatory adjustments and deductions.

There are a number of changes in what constitutes regulatory capital compared to earlier regulations, subject to transition periods.  These changes include the phasing-out of certain instruments as qualifying capital.  Mortgage servicing and deferred tax assets over designated percentages of CET1 are deducted from capital.  In addition, Tier 1 capital includes AOCI, which includes all unrealized gains and losses on available for sale debt and equity securities.  Because of our asset size, we had the one-time option of deciding in the first quarter of 2015 whether to permanently opt-out of the inclusion of unrealized gains and losses on available for sale debt and equity securities in our capital calculations.  We made the decision to opt out.

The capital regulations changed in the risk-weighting of certain assets to better reflect credit risk and other risk exposure compared to earlier regulations. These changes include a 150% risk weight (up from 100%) for certain high volatility commercial real estate acquisition, development and construction loans and for non-residential mortgage loans that are 90 days past due or otherwise in nonaccrual status; a 20% (up from 0%) credit conversion factor for the unused portion of a commitment with an original maturity of one year or less that is not unconditionally cancellable (set at 0%); and a 250% risk weight (up from 100%) for mortgage servicing and deferred tax assets that are not deducted from capital.

In  addition to the minimum CET1, Tier 1 and total capital ratios, the capital regulations require a capital conservation buffer consisting of additional CET1 capital greater than 2.5% of risk-weighted assets above the required minimum risk-based in order to avoid limitations on paying dividends, engaging in share repurchases and paying discretionary bonuses. The phase-in of the capital conservation buffer requirement began on January 1, 2016, when a buffer greater than 0.625% of risk-weighted assets was required, which amount increased each year until the buffer requirement was fully implemented on January 1, 2019. This effectively raised the minimum required common equity Tier 1 capital ratio to 7.0%, the Tier 1 capital ratio to 8.5%, and the total capital ratio to 10.5%.

Under the FDIC’s prompt corrective action standards, in order to be considered well-capitalized, the Bank must have a ratio of CET1 capital to risk-weighted assets of 6.5%, a ratio of Tier 1 capital to risk-weighted assets of 8%, a ratio of total capital to risk-weighted assets of 10%, and a leverage ratio of 5%; and in order to be considered adequately capitalized, it must have the minimum capital ratios described above.  To be considered well-capitalized a bank holding company must have, on a consolidated basis, at least a Tier 1 risk-based capital ratio of 8% and a total risk-based capital ratio of 10% and not be subject to a higher enforceable individualized capital requirement.

In September 2019, the FRB and other banking agencies adopted a final rule, effective January 1, 2020, creating a new Community Bank Leverage Ratio ("CBLR") of 9% for depository institutions and depository institution holding companies, with less than $10 billion in total consolidated assets and other qualifying criteria. If such a depository institution or holding company maintains tangible equity in excess of this

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leverage ratio, it would be deemed to be in compliance with (1) the leverage and risk-based capital requirements promulgated by the Federal banking agencies; (2) in the case of a depository institution, the capital ratio requirements to be considered “well capitalized” under the Federal banking agencies’ “prompt corrective action” regime; and (3) “any other capital or leverage requirements to which the depository institution or holding company is subject, in each case unless the appropriate Federal banking agency determines otherwise based on the particular institution’s risk profile. In carrying out these requirements, the Federal banking agencies are required to consult with State banking regulators and notify the applicable State banking regulator of any qualifying community bank that exceeds or no longer exceeds the Community Bank Leverage Ratio. Due to the pending merger of the Company with Northwest Bancshares, this will no longer be a consideration for the Company and Bank.

Limitations on Dividends and Other Capital Distributions.  The Company’s major source of funds consists of dividends from the Bank.  The ability of the Bank to pay dividends depends on its earnings and capital levels and may be limited by FDIC or IDFI regulations, directives or orders, or by the capital conservation buffer requirements.  In addition, under Indiana law, the Bank may pay dividends from undivided profits; however, in some circumstances it may be required to obtain IDFI approval of a dividend if the total dividends declared during the current year, including the proposed dividend, exceeds net income for the current year and retained net income for the prior two years, which excludes dividends paid during those years. The approval from IDFI is not required if the Bank meets exemption guidelines that mandate minimums for examination ratings and the Tier 1 leverage capital ratio, and the Bank is not subject to corrective action or supervisory order agreements.  Since the Bank became regulated by the IDFI, it has been exempt from the pre-approval requirements.  It is the Bank’s policy to maintain a strong capital position, so, in times of financial or economic distress, the Bank will be less likely to pay dividends to the Company.

The ability of the Company to pay dividends to its stockholders is primarily dependent on the receipt of dividends from the Bank.  Under Maryland law, the Company cannot pay cash dividends if it would render the Company unable to pay its debts or would be insolvent (unless they are paid from recent earnings).

The FRB has issued a policy statement on the payment of cash dividends by bank holding companies, which expresses the FRB’s view that a bank holding company should pay cash dividends only to the extent that its net income for the past year is sufficient to cover both the cash dividends and a rate of earnings retention that is consistent with the holding company’s capital needs, asset quality and overall financial condition.  The FRB also indicated that it would be inappropriate for a company experiencing serious financial problems to borrow funds to pay dividends.  Furthermore, a bank holding company may be prohibited from paying any dividends if the holding company’s bank subsidiary is not adequately capitalized.  The payment of dividends by a bank or a bank holding company can also be restricted under the capital conversation buffer requirements in the capital regulations.

A bank holding company is required to give the FRB prior written notice of any purchase or redemption of its outstanding equity securities if the gross consideration for the purchase or redemption, when combined with the net consideration paid for all such purchases or redemptions during the preceding 12 months, is equal to 10% or more of the company’s consolidated net worth.  The FRB may disapprove such a purchase or redemption if it determines that the proposal would constitute an unsafe or unsound practice or would violate any law, regulation, FRB order, or any condition imposed by, or written agreement with, the FRB.  This notification requirement does not apply to any company that meets the well-capitalized standard for bank holding companies, is well-managed, and is not subject to any unresolved supervisory issues.

Federal Securities Laws.  The common stock of the Company is registered with the SEC under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  Therefore, the Company is subject to the reporting, information disclosure, proxy solicitation, insider trading limits and other requirements imposed on public companies by the SEC under the Exchange Act.  This includes limits on sales of stock

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by certain insiders and the filing of insider ownership reports with the SEC.  The SEC and Nasdaq have adopted regulations under the Sarbanes-Oxley Act of 2002 that apply to the Company as a Nasdaq-traded, public company, which seek to improve corporate governance, provide enhanced penalties for financial reporting improprieties and improve the reliability of disclosures in SEC filings.

Federal Taxation

General.  We are subject to federal income taxation in the same general manner as other corporations, with some exceptions discussed below.  The following discussion of federal taxation is intended only to summarize certain pertinent federal income tax matters and is not a comprehensive description of the tax rules applicable to us. MutualFirst’s federal income tax returns have been closed without audit by the IRS through its year ended December 31, 2015.  MutualFirst and MutualBank will file a consolidated federal income tax return for fiscal year 2019.

Tax Cuts and Jobs Act (“Tax Act”).  The Tax Act was enacted on December 22, 2017 reducing the Company’s  federal corporate tax rate from 34% to 21%, effective January 1, 2018.  For deferred tax assets and liabilities, amounts were remeasured based on the rates expected to reverse in the future, which is now 21%. Based on this new law, we recorded an additional tax expense of $2.0 million due to the revaluation of the company’s deferred tax asset in 2017.  The Tax Act repealed the corporate Alternative Minimum Tax (“AMT”) and as a result a portion of the Company’s AMT credit carryover from prior years is refundable beginning in 2018. The effective tax rate for 2019 was 9.0% compared to 13.6% for 2018 primarily due to the exercise of non-qualified options.

Taxable Distributions and Recapture.  Prior to 1998, bad debt reserves created prior to the year ended December 31, 1997 were subject to recapture into taxable income if MutualBank failed to meet certain thrift asset and definitional tests.  Federal legislation eliminated these thrift recapture rules.  However, under current law, pre‑1988 reserves remain subject to recapture should MutualBank make certain non-dividend distributions or cease to maintain a bank charter.

Minimum Tax.  For tax years beginning after December 31, 2019, corporate alternative minimum tax is repealed.  The prior year minimum tax credit is allowed to continue to offset the taxpayer’s regular tax liability for any tax year. For tax years beginning after 2017 and before 2022, the prior year minimum tax credit is refundable, subject to limitation, in an amount equal to 50% (100% for tax years beginning in 2021) of the excess of the credit for the tax year over the amount of the credit allowable for the year against regular tax liability.  MutualBank has $408,000 available as minimum tax credits for carryover, as of December 31, 2019.

Corporate Dividends-Received Deduction.  MutualFirst may eliminate from its income dividends received from MutualBank as a wholly owned subsidiary of MutualFirst if it elects to file a consolidated return with MutualBank.  The corporate dividends-received deduction is 100% or 65%, in the case of dividends received from corporations with which a corporate recipient does not file a consolidated tax return, depending on the level of stock ownership of the payer of the dividend.  Corporations which own less than 20% of the stock of a corporation distributing a dividend may deduct 50% of dividends received or accrued on their behalf.

State Taxation

MutualBank is subject to Indiana’s financial institutions tax, which is imposed at a flat rate as of December 31, 2019, of 6.25% on “adjusted gross income” apportioned to Indiana.  “Adjusted gross income,” for purposes of the financial institutions tax, begins with taxable income as defined by Section 63 of the Internal Revenue Code and incorporates federal tax law to the extent that it affects the computation of taxable income.  Federal taxable income is then adjusted by several Indiana modifications including only considering members of the combined group which have Indiana nexus. The Indiana legislature reduced 

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the financial institutions tax from 8.5% to 6.5% in 0.5% increments over a four year period that commenced in 2014. The financial institutions tax rate will decrease from 6.5% to 6.0% in 0.25% increments over a two year period that commenced beginning in 2019. The full rate reduction to 4.9% will be phased in fully by 2023.

Other applicable state taxes include generally applicable sales and use taxes plus real and personal property taxes.  The Company is subject to a Michigan business tax on apportioned capital employed in the state of Michigan.  The Company also files the Pennsylvania Bank & Trust Company shares and loans tax report.  Ultimately, this tax is based on apportioned adjusted capital in the state of Pennsylvania. The Company evaluates potential tax liabilities in other states, as well.

Internet Website

We maintain a website with the address of www.bankwithmutual.com.  The information contained on our website is not included as a part of, or incorporated by reference into, this Annual Report on Form 10‑K.  This Annual Report on Form 10‑K and our other reports, proxy statements and other information, including earnings press releases, filed with the SEC are available on that website through a link to the SEC’s website at “About Us - Investor Relations - SEC Filings.”  For more information regarding access to these filings on our website, please contact our Corporate Secretary, MutualFirst Financial, Inc., 110 E. Charles Street, Muncie, Indiana, 47305‑2400; telephone number (765) 747‑2800.

Item 1A.  Risk Factors

The following are certain risk factors that could impact our business, financial results and results of operations. Investing in our common stock involves risks, including those described below.  These risk factors should be considered by prospective and current investors in our common stock when evaluating the disclosures in this Annual Report on Form 10‑K (particularly the forward-looking statements).  These risk factors could cause actual results and conditions to differ materially from those projected in forward-looking statements.  If any of the events in the following risks actually occur, or if additional risks and uncertainties not presently known to us or that we believe are immaterial do materialize, then our business, financial condition or results of operations could be materially adversely impacted. In addition, the trading price of our common stock could decline due to any of the events described in these risks.

The previous economic recession was severe in our primary market area of northern and east central Indiana, which is not a high growth market.  A return of recessionary conditions could result in increases in our level of non-performing loans and/or reduce demand for our products and services, which could have an adverse effect on our results of operations.

Our business activities and earnings are affected by general business conditions in the United States and in our local market area.  These conditions are impacted by changes to short-term and long-term interest rates, inflation, unemployment levels, monetary supply, consumer confidence and spending, fluctuations in both debt and equity capital markets, and the strength of the economy in the United States generally and in our primary market area in particular.  The economy continues to recover from the recent most severe recession, which caused high unemployment levels, declining real estate values and eroded consumer confidence.  The recession also reduced demand for commercial business and real estate loans in our local market.  Declines in real estate values and other effects of the recession impacted household and corporate incomes, impairing the ability of our borrowers to repay their loans in accordance with their terms and increasing our non-performing loans, loan charge-offs, provisions for loan losses and foreclosures.

Substantially all of our loans are located in Indiana, which was impacted by the recession more severely than the national average.  Our primary market area before the Universal acquisition, which consisted of Allen, Delaware, Elkhart, Grant, Kosciusko, Randolph, St. Joseph and Wabash counties in Indiana and

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Berrien county in Michigan, has experienced limited population growth of 0.64% from 2000 through 2010.  This data from the census bureau reflects population increases in our northern region market of 2.02% compared to the reduction in population of our central region of 3.04%.  The Universal acquisition in 2018 expanded our primary market area into Greene, Hamilton, Jackson, Johnson, Knox, Lawrence and Monroe counties in Indiana. Unemployment levels in our market areas in Indiana historically have been above the state and federal averages but have been below the state and federal level over the last three years. According to data published by the Bureau of Labor Statistics of the United States Department of Labor, the national unemployment rate for the United States at December 31, 2019 was 3.4% (not seasonally adjusted) compared to an average rate of 2.9% (not seasonally adjusted) for our market areas in Indiana. See “Item 1 - Business - Market Area.”

A return of recessionary conditions in the domestic and international credit markets may significantly affect the markets in which we do business, the value of our loans and investments, and our ongoing operations, costs and profitability.  Declines in real estate values and sales volumes and an increase in unemployment levels may result in higher than expected loan delinquencies and a decline in demand for our products and services.  These negative events may cause us to incur losses and may adversely affect our capital, liquidity, and financial condition.  Stock prices for financial institution holding companies, including MutualFirst,  would be expected to decline substantially, and it would be significantly more difficult to raise capital or borrow in the debt markets.

The anticipated benefits and cost savings of the merger of the Company and Universal Bancorp, which was completed during the first quarter 2018, may not be realized.

The anticipated benefits and cost savings as a result of the merger, depend, in part, on our ability to continue to successfully combine the businesses of MutualFirst and Universal.  It continues to be possible that the integration process could result in the loss of key employees or inconsistencies in standards, controls, procedures and policies that adversely affect our ability to maintain relationships with clients, customers, depositors and employees or to achieve the anticipated benefits and cost savings of the merger. Due to the possibility of future difficulties with the integration process, the anticipated benefits of the merger may not be realized fully or at all or may take longer to realize than expected.  

A substantial portion of our assets consist of various types of loans that carry varying levels of credit and interest rate risk and that are sensitive to changes in the local and national economies.

Loans Secured by Residential Property.  At December 31, 2019,  $491.5 million, or 33.0% of our total loan portfolio, was secured by one-to-four family residential property, including home equity loans and home equity lines of credit.  At December 31, 2019, $13.4 million of loans held for sale was secured by one-to-four family residential property. This type of lending is generally sensitive to regional and local economic conditions that impact the ability of borrowers to meet their loan payment obligations.  Although we continue to see recovery in the market areas we serve, the decline in residential real estate values as a result of the last downturn in the Indiana housing markets has reduced the value of the real estate collateral securing these types of loans and increased the risk that we could incur losses if borrowers default on their loans.  In addition, borrowers seeking to sell their homes may find that they cannot sell their properties for an amount equal to or greater than the unpaid principal loan balance.  These potential negative events may cause us to incur losses, adversely affect our capital and liquidity and damage our financial condition and business operations.

Commercial Real Estate, Construction and Development and Commercial Business Loans.  At December 31, 2019,  $719.8 million, or 48.3% of our total loan portfolio, consisted of commercial real estate, construction and development and commercial business loans to small and mid-sized businesses, predominantly in our primary market area, which are the types of businesses that have a heightened vulnerability to local economic conditions.  At December 31, 2019, our loan portfolio included $49.5 million of commercial construction and development loans, $504.2 million of commercial real estate loans and

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$166.0 million of commercial business loans compared to $53.3 million, $485.8 million and $149.4 million for construction and development, commercial real estate and business loans, respectively, at December 31, 2018.  Because we have seen growth in the credit risk of the portfolio in 2019 primarily due to the increased percentage of our total loan portfolio in these types of loans, a decline in property values and other market impacts could lead to an increase in non-performing loans.  See “Item 1 - Business of MutualBank - Asset Quality - Non-Performing Assets.”

The credit risk related to these types of loans is considered to be greater than the risk related to one-to-four family residential loans because the repayment of commercial real estate loans and commercial business loans typically is dependent on the successful operation and income stream of the borrowers’ business and the real estate securing the loans as collateral, which can be significantly affected by economic conditions.  Any delinquent payments or the failure to repay these loans would hurt our earnings.  Additionally, commercial loans typically involve larger loan balances to single borrowers or groups of related borrowers compared to residential real estate loans.  Several of our commercial borrowers have more than one commercial real estate or business loan outstanding with us.  Consequently, an adverse development with respect to one loan or one credit relationship can expose us to significantly greater risk of loss compared to an adverse development with respect to any one-to-four family residential mortgage loan.  Finally, if we foreclose on a commercial real estate loan, our holding period for the collateral, if any, is typically longer than a one-to-four family residential property because there are fewer potential purchasers of the collateral.  If loans that are collateralized by real estate become troubled and the value of the real estate has been significantly impaired, then we may not be able to recover the full contractual amount of principal and interest that we anticipated at the time we originated the loan, which could require us to increase our provision for loan losses and adversely affect our operating results and financial condition.

Non-Residential Consumer Loans.  At December 31, 2019,  $277.7 million, or 18.7% of our total loan portfolio, consisted of consumer loans, of which $57.1 million consisted of automobile loans, $213.3 million consisted of boat/RV loans and $7.3 million consisted of other consumer loans, including unsecured lines of credit.  Generally, we consider these types of loans to involve a higher degree of risk compared to mortgage loans on one-to-four family, owner-occupied residential properties, particularly in the case of loans that are secured by rapidly depreciable assets, such as automobiles, boats and RVs.  In these cases, any repossessed collateral for a defaulted loan may not provide an adequate source of repayment of the outstanding loan balance.  Although our indirect loans, which totaled $233.3 million at December 31, 2019, were underwritten by a third party using our guidelines, they were primarily originated to customers outside of our normal lending area which presents greater risks than other types of lending activities. As a result of this portfolio of consumer loans, it may become necessary to increase the level of our provision for loan losses, which could negatively impact our earnings and financial condition.

Adjustable Rate Loans.  At December 31, 2019,  $753.0 million, or 50.6% of our total loan portfolio consisted of adjustable rate loans.  Borrowers with adjustable rate loans are exposed to increased monthly payments when the related interest rate adjusts upward under the terms of the loan to the rate computed in accordance with the applicable index and margin.  Any rise in prevailing market interest rates may result in increased payments for borrowers who have adjustable-rate loans, increasing the possibility of default.  Borrowers seeking to avoid these increased monthly payments by refinancing their loans may no longer be able to find available replacement loans at comparable or lower interest rates.  In addition, declining real estate prices may prevent refinancing or a sale of the property, because borrowers have insufficient equity in the real estate.  These events, alone or in combination, may contribute to higher delinquency rates and negatively impact our earnings.

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If our allowance for loan losses is not sufficient to cover actual loan losses or our non-performing assets increase, our earnings will suffer.  Increases in our provision for loan losses adversely impact our earnings and operations.

We make various assumptions and judgments about the collectability of our loan portfolio, including the creditworthiness of our borrowers and the value of the real estate and other assets serving as collateral.  In determining the amount of the allowance for loan losses, we review our loans and our loss and delinquency experience and evaluate current economic conditions.  Management recognizes that significant new growth in loan portfolios, new loan products and the refinancing of existing loans can result in portfolios comprised of unseasoned loans that may not perform in a historical or projected manner.  If our assumptions are incorrect, our allowance for loan losses may not be sufficient to cover actual losses, resulting in additions to our allowance.  Additions to our allowance decrease our net income.  Our regulators periodically review our allowance for loan losses and may require us to recognize additions to the allowance based on their judgments about information available to them at the time of their review.  These increases in our allowance for loan losses or loan charge-offs may have a material adverse effect on our financial condition and results of operations.  Our allowance for loan losses was 0.89% of gross loans and 184.92% of non-performing loans at December 31, 2019, compared to 0.89% of gross loans and 145.85% of non-performing loans at December 31, 2018 and 1.05% of gross loans and 235.90% of non-performing loans at December 31, 2017.

At December 31, 2019, our non-performing assets (which consist of non-accrual loans, loans 90 days delinquent and still accruing, non-accrual troubled debt restructurings, foreclosed real estate and other repossessed assets) totaled $9.2 million, which was a decrease of $1.9 million, or a 17.3%  decrease in non-performing assets from December 31, 2018.  This decrease is primarily due to a $1.5 million decrease in our non-accruing loans at the end of 2019 compared to the end of 2018.  Our non-performing assets adversely affect our net income in various ways.  We do not record interest income on non-accrual loans or real estate owned.  We must reserve for estimated credit losses, which are established through a current period charge to the provision for loan losses, and from time to time, if appropriate, we must write down the value of properties in our real estate owned (“REO”) portfolio to reflect changing market values.  Additionally, there are legal fees associated with the resolution of problem assets as well as carrying costs including taxes, insurance and maintenance related to our REO.  Further, the resolution of non-performing assets requires the active involvement of management, potentially distracting them from the overall supervision of our operations and other income-producing activities.

During 2019, we recorded a provision for loan losses of $2.0 million compared to $2.1 million in 2018 and $1.2 million in 2017.  We also recorded net loan charge-offs of $1.9 million in 2019, compared to $1.2 million in 2018 and $1.2 million in 2017.  The decrease in provision for loan losses was due to management's ongoing evaluation of the adequacy of the allowance for loan loss through an analysis of expected losses, historical net charge offs and qualitative factors. The mix of our existing loan portfolio with commercial and non-real estate consumer loans made up 67.0% of the loan portfolio at the end of 2019 compared to 63.7% at the end of 2018.  We did not experience declining trends in the housing, real estate and local business markets; however, if that would return, we would expect increased levels of delinquencies and credit losses to return, which would adversely impact our financial condition and results of operations.

The Financial Accounting Standards Board, or FASB, adopted Accounting Standards Update, or ASU, No. 2016-13 “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,” or CECL, on June 16, 2016, which changed the loss model to take into account current expected credit losses. This accounting pronouncement is expected to be applicable to us effective for our fiscal year beginning January 1, 2023.  The federal banking regulators, including the Federal Reserve and the FDIC, have adopted a rule that gives a banking organization the option to phase in over a three-year period the day-one adverse effects of CECL on its regulatory capital.

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CECL substantially changes how we calculate our allowance for loan and lease losses. The Company was in the process of implementing a third-party software solution to assist in the application of the new standard for implementation in 2023, however this has been put on hold, due to the pending merger of the Company with Northwest Bancshares.

Changes in interest rates could adversely affect our results of operations and financial condition.

Our results of operations and financial condition are affected significantly by changes in interest rates.  Our results of operations depend substantially on our net interest income, which is the difference between the interest income we earn on our interest-earning assets, such as loans and securities, and the interest expense we pay on our interest-bearing liabilities, such as deposits and borrowings.  Because interest-bearing liabilities generally reprice or mature more quickly than interest-earning assets, an increase in interest rates generally would tend to result in a decrease in net interest income.

Changes in interest rates also may affect the average life of loans and mortgage-related securities.  Decreases in interest rates or continuing low interest rates can result in increased prepayments of loans and mortgage-related securities, as borrowers refinance to reduce their borrowing costs.  Under these circumstances, we have been and continue to be subject to reinvestment risk to the extent that we are unable to reinvest the cash received from such prepayments at rates that are comparable to the rates on existing loans and securities.  Additionally, increases in interest rates may decrease loan demand and make it more difficult for borrowers to repay adjustable-rate loans.  Also, increases in interest rates may extend the life of fixed-rate assets, which could limit the funds we have available to reinvest in higher-yielding alternatives, and may result in customers withdrawing certificates of deposit early so long as the early withdrawal penalty is less than the interest they could receive as a result of the higher market interest rates.

Changes in interest rates also affect the current fair value of our interest-earning securities portfolio.  Generally, the value of securities moves inversely with changes in interest rates.  At December 31, 2019, the fair value of our portfolio of available for sale securities totaled $385.6 million.  Gross unrealized gains on these securities totaled $11.9 million, while gross unrealized losses on these securities totaled $1.2 million, resulting in a net unrealized gain of $10.7 million  at December 31, 2019.

At December 31, 2019, our interest rate risk analysis indicated that our net portfolio value would decrease by 4.8% if there was an instantaneous parallel 200 basis point increase in market interest rates.  See “Management’s Discussion and Analysis of Financial Condition and Results of Operation - Asset/Liability Management.”

Our strategies to modify our interest rate risk profile may be difficult to implement.

Our asset/liability management strategies are designed to minimize our interest rate risk sensitivity. One such strategy is to increase the amount of adjustable rate and/or short-term assets. The Bank offers adjustable rate loan products as a means to achieve this strategy. The recent availability of lower rates on fixed-rate loans has generally created a decrease in borrower demand for adjustable rate assets. Additionally, these adjustable-rate assets may prepay. Despite this, at December 31, 2019, 50.6% of our loan portfolio consisted of adjustable-rate loans, compared to 49.7% at December 31, 2018.

We also are managing our liabilities to moderate our interest rate risk sensitivity.  Customer demand is primarily for short-term certificates of deposit and transaction accounts.  Using short-term liabilities to fund long-term, fixed-rate assets will increase the interest rate sensitivity of any financial institution.  When needed, we are utilizing FHLB advances agreements to mitigate the impact of customer demand by lengthening the maturities of these advances or entering into longer term repurchase agreements, depending on liquidity or investment opportunities.

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FHLB advances are entered into as liquidity is needed or to fund assets that provide for a spread considered sufficient by management.  If we are unable to originate adjustable rate assets at favorable rates or fund loan originations or securities purchases with long-term advances or structured borrowings, we may have difficulty executing this asset/liability management strategy and/or it may result in a reduction in profitability.

OTTI charges in our investment securities portfolio could result in losses and adversely affect our continuing operations.  Our securities portfolio may be negatively impacted by fluctuations in market value and interest rates, which may have an adverse effect on our financial condition.

Our securities portfolio may be impacted by fluctuations in market value, potentially reducing accumulated other comprehensive income and/or earnings, which may materially adversely affect our stockholders’ equity, regulatory capital and continuing operations.  Fluctuations in market value may be caused by changes in interest rates, lower market prices for securities and limited investor demand, as well as the default rates of specific financial institutions whose securities provide the underlying collateral for these securities and changes in credit risk based on the condition of the issuer.  The valuation of our investment securities also is influenced by the implementation of Securities and Exchange Commission and Financial Accounting Standards Board guidance on fair value accounting, which requires us to report our available for sale securities at their estimated fair value.  Our stockholders’ equity is periodically adjusted by the amount of change in the estimated fair value of the available for sale securities, net of taxes.  At December 31, 2019, the change in unrealized gains on securities available for sale from the level at December 31, 2018 was an increase of $13.9 million. When OTTI is present, the market environment more likely than not limits our ability to mitigate our exposure to valuation changes in these securities by selling them.

Our securities portfolio is evaluated for OTTI on at least a quarterly basis.  If this evaluation shows impairment to the actual or projected cash flows associated with one or more securities, a potential loss to earnings may occur.  We have not recorded any OTTI since 2011.  As of December 31, 2019, we have no securities that are deemed impaired.

If our investments in real estate are not properly valued or sufficiently reserved for to cover actual losses, or if we are required to increase our valuation reserves, our earnings could be reduced.

We obtain updated valuations in the form of appraisals and broker price opinions when a loan has been foreclosed and the property taken in as REO, and at certain other times during the assets holding period.  Our net book value (“NBV”) in the loan at the time of foreclosure and thereafter is compared to the updated market value of the foreclosed property less estimated selling costs (fair value).  A charge-off is recorded for any excess in the asset’s NBV over its fair value.  If our valuation process is incorrect, the fair value of our investments in real estate may not be sufficient to recover our NBV in such assets, resulting in the need for additional charge-offs.  Additional material charge-offs to our investments in real estate could have a material adverse effect on our financial condition and results of operations.  Our regulators periodically review our REO and may require us to recognize further charge-offs.  Any increase in our charge-offs, as required by our regulator, may have a material adverse effect on our financial condition and results of operations.

We face risks related to covenants in our loan sales to investors and secondary mortgage market conditions.

Our agreements with investors to sell our loans generally contain covenants that require us to repurchase loans under certain circumstances, including some delinquencies, or to return premiums paid by those investors if the loans are paid off early.  If we are required to repurchase sold loans under these covenants, they may be deemed troubled loans, with the potential for charge-offs and/or loss provision

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changes, which could impact our earnings and asset quality ratios adversely.  The Bank was required to repurchase one loan from investors in 2019 and none during 2018.

Our ability to sell loans on the secondary mortgage market is impacted by interest rate changes and investor demand or expected return. If this market becomes less liquid, we may not be able to rely as much on loan sales to reduce our interest rate and credit risk.

We use estimates in determining the fair value of certain assets, such as mortgage servicing rights (“MSRs”).  If our estimates prove to be incorrect, we may be required to write down the value of these assets which could adversely affect our earnings.

We sell a portion of our one-to-four family loans in the secondary market.  We generally retain the right to service these loans through the Bank.  At December 31, 2019, the book value of our MSRs was $2.8 million.  We use a financial model that uses, wherever possible, quoted market prices to value our MSRs.  This model is complex and also uses assumptions related to interest and discount rates, prepayment speeds, delinquency and foreclosure rates and ancillary fee income.  Valuations are highly dependent upon the reasonableness of our assumptions and the predictability of the relationships that drive the results of the model.  The primary risk associated with MSRs is that they will lose a substantial portion of their value as a result of higher than anticipated prepayments occasioned by declining interest rates.  Conversely, these assets generally increase in value in a rising interest rate environment to the extent that prepayments are slower than anticipated.  If prepayment speeds increase more than estimated or delinquency and default levels are higher than anticipated we may be required to write down the value of our MSRs which could have a material adverse effect on our net income and capital levels.  The Company obtains independent valuations at least semi-annually to determine if impairment in the asset exists.

Declining economic conditions may adversely impact the fees generated by our asset management and trust business.

To the extent our asset management and trust clients and their assets become adversely impacted by weak economic and stock market conditions, they may choose to withdraw the assets managed by us and/or the value of their assets may decline. Our asset management revenues are based on the value of the assets we manage. If our clients withdraw assets or the value of their assets decline, our revenues from these activities may be adversely affected. These fees totaled $3.7 million and $3.9 million in 2019 and 2018, respectively.

We face significant operational and reputational risks.  As a community bank, maintaining our reputation in our market area is critical to the success of our business, and the failure to do so may materially adversely affect our performance.  Our business may be adversely affected by an increasing prevalence of fraud and other financial crimes impacting the banking industry.

We are a community bank, and our reputation is one of the most valuable components of our business.  A key component of our business strategy is to rely on our reputation for customer service and knowledge of local markets to expand our presence by capturing new business opportunities from existing and prospective customers in our current market and contiguous areas.  As such, we strive to conduct our business in a manner that enhances our reputation.  This is done, in part, by recruiting, hiring and retaining employees who share our core values of being an integral part of the communities we serve, delivering superior service to our customers and caring about our customers and associates.  We operate in many different financial service businesses and rely on the ability of our employees and systems to process a significant number of transactions.  Operational risk is the risk of loss from operations, including fraud by employees or outside persons, employees’ execution of incorrect or unauthorized transactions, data processing and technology errors or hacking and breaches of internal control systems.  If our reputation is negatively affected, by the actions of our employees, by our inability to conduct our operations in a manner that is appealing to current or prospective customers, or otherwise, our business

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and, therefore, our operating results may be materially adversely affected.  Our loans to businesses and individuals and our deposit relationships and related transactions are subject to exposure to the risk of loss due to fraud and other financial crimes.  Nationally, reported incidents of fraud and other financial crimes have increased.  We have experienced an increase in losses due to apparent fraud and other financial crimes.  Our policies and procedures designed to prevent such losses may not prevent all such losses.  The Company continues to evaluate and implement new technologies; including, but not limited to, systems such as anti-skimming devices, new card technology, and monitoring systems that help to limit these types of instances.

Strong competition within our market area may limit our growth and profitability.

Competition in the banking and financial services industry is intense.  In our market area, we compete with commercial banks, savings institutions, mortgage banking firms, credit unions, finance companies, mutual funds, insurance companies and brokerage and investment banking firms operating locally and elsewhere.  Many of these competitors have national name recognition, greater resources and lending limits than we do and may offer certain services or prices for services that we do not or cannot provide.  Our profitability depends upon our continued ability to successfully compete in our market.

The financial services industry could become even more competitive as a result of new legislative, regulatory and technological changes and continued consolidation.  Banks, securities firms and insurance companies can merge under the umbrella of a bank holding company, which can offer virtually any type of financial service, including banking, securities underwriting, insurance (both agency and underwriting) and merchant banking. Also, technology has lowered barriers to entry and made it possible for non-banks to offer products and services traditionally provided by banks, such as automatic transfer and automatic payment systems.  Many of our competitors have fewer regulatory constraints and may have lower cost structures.  Additionally, due to their size, many competitors may be able to achieve economies of scale and, as a result, may offer a broader range of products and services as well as better pricing for those products and services than we can.

A tightening of credit markets and liquidity risk could impair our ability to fund operations and jeopardize our financial condition.

Liquidity is essential to our business.  A tightening of the credit markets and the inability to obtain adequate funding to replace deposits and fund continued loan growth may affect asset growth, our earnings capability and capital levels negatively.  We rely on a number of different sources in order to meet our potential liquidity demands.  Our primary sources of liquidity are increases in deposit accounts, including brokered deposits, as well as cash flows from loan payments and our securities portfolio.  Borrowings, especially from the FHLB and repurchase agreements, also provide us with a source of funds to meet liquidity demands.  An inability to raise funds through deposits, borrowings, the sale of loans and other sources could have a substantial negative effect on our liquidity.  Our access to funding sources in amounts adequate to finance our activities or on terms that are acceptable to us could be impaired by factors that affect us specifically, or the financial services industry or economy in general.  Factors that could detrimentally impact our access to liquidity sources include adverse regulatory action against us or a decrease in the level of our business activity as a result of a downturn in the markets in which our loans are concentrated.  Our ability to borrow also could be impaired by factors that are not specific to us, such as a disruption in the financial markets, negative views and expectations about the prospects for the financial services industry in light of the recent turmoil faced by banking organizations or continued deterioration in credit markets.

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Goodwill and our core deposit premium could be deemed partially or fully impaired in the future, which would reduce our earnings and the values of our intangible assets.

At December 31, 2019, we had goodwill of $22.3 million and a core deposit premium of $2.8 million, due mainly to our 2018 acquisition of Universal.  Under GAAP, we are required to periodically assess the value of these��intangible assets based on a number of factors to determine if there is partial or full impairment.  The factors taken into consideration include the market price of our stock, the net present value of our assets and liabilities and valuation information for similar financial institutions.  This evaluation involves a substantial amount of judgment.  If actual conditions underlying the factors differ from our assessment, the core deposit intangible and goodwill could be subjected to faster amortization or partial or complete impairment, which would reduce the value of these assets and reduce our earnings, perhaps materially.

We currently hold a significant amount of bank-owned life insurance.

At December 31, 2019, we held $103.1 million of bank-owned life insurance or BOLI on key employees and executives, with a cash surrender value of $60.7 million.  These policies are maintained to informally fund various benefit plans.  The eventual repayment of the cash surrender value is subject to the ability of the various insurance companies to pay death benefits or to return the cash surrender value to us if needed for liquidity purposes.  We continually monitor the financial strength of the various companies with whom we carry these policies.  However, any one of these companies could experience a decline in financial strength, which could impair its ability to pay benefits or return our cash surrender value.  If we need to liquidate these policies for liquidity purposes, we would be subject to taxation on the increase in cash surrender value and penalties for early termination, both of which would adversely impact earnings.

We may not be able to fully realize our deferred tax asset.

At December 31, 2019, we had a $5.1 million deferred income tax asset based on differences between the financial statement amounts and tax bases of assets and liabilities and reflecting mainly an allowance for loan loss timing difference and NOL carryforward and AMT carryover.  The value of our deferred income tax benefit is reviewed regularly under various forecasts and assumptions, including anticipated levels of taxable net income, to determine the likelihood of realizing the benefit.  If actual results or subsequent forecasts differ from our current judgments, to the extent that it becomes more likely than not that this benefit will not be fully realized, we would have to write down this asset, which would negatively impact results of operations and reduce our asset size.

Transactions between the Company and its insurance subsidiary MutualFirst Risk Management, Inc. (the “Captive”), may be subject to certain IRS responsibilities and penalties.

The Captive is a Nevada-based, wholly-owned insurance subsidiary of the Company that provides property and casualty insurance coverage to the Company and the Bank as well as to 14 other third-party insurance captives for which insurance may not be available or economically feasible.  The Treasury Department of the United States and the IRS by way of Notice 2016‑66 have stated that transactions believed similar in nature to transactions between the Company and the Captive may have the potential for tax avoidance or evasion and may be deemed by the IRS as an abusive tax structure subject to significant penalties, interest and possible criminal prosecution.

If our investment in the FHLBI becomes impaired, our earnings and stockholders’ equity could decrease.

At December 31, 2019, we owned $13.1 million in FHLB stock.  We are required to own this stock to be a member of and to obtain advances from the FHLBI.  This stock is not marketable and can only be redeemed by our FHLB.  The most recent stock buyback initiated by FHLB was in 2015.  Our FHLB’s financial condition is linked, in part, to the ten other members of the FHLB System and to accounting

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rules and asset quality risks that could materially lower their capital, which would cause our FHLB stock to be deemed impaired, resulting in a decrease in our earnings and assets.

Changes in laws and regulations and the cost of regulatory compliance with new laws and regulations may adversely affect our operations and our income.

The Bank and the Company are subject to extensive regulation, supervision and examination by federal and state regulators, which have extensive discretion in connection with their supervisory and enforcement activities, including the ability to impose restrictions on a bank’s operations, reclassify assets, determine the adequacy of a bank’s allowance for loan losses and determine the level of deposit insurance premiums assessed.  Because our business is highly regulated, the applicable laws and regulations are subject to frequent change.  Any change in these laws, regulations and oversight, whether in the form of regulatory policy, new regulations or legislation or additional deposit insurance premiums, could have a material impact on our operations.  See “Item 1 - How We Are Regulated.”

In response to the last financial crisis, Congress took actions that are intended to strengthen confidence and encourage liquidity in financial institutions, and the FDIC has taken actions to increase insurance coverage on deposit accounts.  The Dodd-Frank Act created the CFPB.

The CFPB has examination and primary enforcement authority with respect to depository institutions with $10 billion or more in assets, their service providers and certain non-depository entities such as debt collectors and consumer reporting agencies.  In the case of banks, such as the Bank, with total assets of less than $10 billion, this examination and enforcement authority is held by the institution’s primary federal banking regulator (the FDIC, in the case of the Bank).

The CFPB has finalized a number of significant rules that could have a significant impact on our business and the financial services industry more generally.  In particular, the CFPB has adopted rules impacting nearly every aspect of the lifecycle of a residential mortgage loan.  The CFPB has also issued guidance which could significantly affect the automotive financing industry by subjecting indirect auto lenders, such as the Bank, to regulation as creditors under the Equal Credit Opportunity Act, which would make indirect auto lenders monitor and control certain credit policies and procedures undertaken by auto dealers.

In the last economic downturn, federal and state banking regulators were active in responding to concerns and trends identified in examinations and have issued many formal enforcement orders requiring capital ratios in excess of regulatory requirements. The FDIC and IDFI regulate the activities in which the Bank may engage primarily for the protection of depositors and not for the protection or benefit of stockholders. In addition, new laws and regulations may increase our costs of regulatory compliance and of doing business and otherwise affect our operations. New laws and regulations may significantly affect the markets in which we do business, the markets for and value of our loans and investments, the fees we can charge and our ongoing operations, costs and profitability. Regulatory changes regarding card interchange fee income do not currently apply to us but could change in the future.  Further, legislative proposals limiting our rights as a creditor could result in credit losses or increased expense in pursuing our remedies as a creditor.

Increases in deposit insurance premiums and special FDIC assessments will negatively impact our earnings.

The Dodd-Frank Act established 1.35% of total insured deposits as the minimum reserve ratio for the FDIC Deposit Insurance Fund effective September 30, 2020.  On September 30, 2018, the Deposit Insurance Fund Reserve Ratio reached 1.36%.  The FDIC must offset the requirement that the minimum reserve ratio reach 1.35% on institutions with assets less than $10 billion.  To implement the offset requirement, FDIC regulations require that institutions with assets of $10 billion or more pay a surcharge during a temporary period and smaller institutions will receive credits whenever the reserve ratio reaches

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1.38%.  The FDIC notified the Bank of its individual credit amount in January 2019 and would apply credits each quarter that the reserve ratio is at least 1.38%, up to the full amount of a small bank’s credit or assessment, whichever is less.  The FDIC reserve ratio exceeded the Deposit Insurance Fund reserve ratio as of June 30, 2019 and September 30, 2019 and applied credits to the Bank's assessment for the quarters. In addition to the statutory minimum ratio, the FDIC must set a designated reserve ratio or DRR, which may exceed the statutory minimum.  The FDIC has set 2.0% as the DRR.

As required by the Dodd-Frank Act, the FDIC has adopted final regulations under which insurance premiums are based on an institution’s total assets minus its tangible equity instead of its deposits.  Primarily as a result of the Small Bank Assessment Credits,  we saw a decrease in our deposit insurance premiums in 2019.  The insurance costs were $413,000, $898,000 and $724,000 for the years ended December 31, 2019, 2018 and 2017, respectively.  Our future deposit insurance premiums should increase, back to historical levels, once the credits have been fully utilized, and may further increase if the FDIC determines that it will not meet the required or anticipated minimum reserve ratios discussed, which could have a negative impact on our earnings.

Our accounting policies and methods impact how we report our financial condition and results of operations.  Application of these policies and methods may require management to make estimates about matters that are uncertain.

Our accounting policies and methods are fundamental to how we record and report our financial condition and results of operations.  Our management must exercise judgment in selecting and applying many of these accounting policies and methods so they comply with generally accepted accounting principles and reflect management’s judgment of the most appropriate manner to report our financial condition and results of operations.  In some cases, management must select the accounting policy or method to apply from two or more alternatives, any of which might be reasonable under the circumstances yet might result in our reporting materially different amounts than would have been reported under a different alternative.  These accounting policies are critical to presenting our financial condition and results of operations.  They may require management to make difficult, subjective or complex judgments about matters that are uncertain.  Materially different amounts could be reported under different conditions or using different assumptions.

Our controls and procedures may be ineffective.

We regularly review and update our internal controls, disclosure controls and procedures and corporate governance policies and procedures.  As a result, we may incur increased costs to maintain and improve our controls and procedures.  Any system of controls, however well designed and operated, is based in part on certain assumptions and can provide only reasonable, not absolute, assurances that the objectives of the system are met.  Any failure or circumvention of our controls or procedures or failure to comply with regulations related to controls and procedures could have a material adverse effect on our business, results of operations or financial condition.

System failure or breaches of our network security could subject us to increased operating costs as well as litigation and other liabilities.

The computer systems and network infrastructure we use could be vulnerable to unforeseen problems.  Our operations are dependent upon our ability to protect our computer equipment against damage from physical theft, fire, power loss, telecommunications failure or a similar catastrophic event, as well as from security breaches, denial of service attacks, viruses, worms and other disruptive problems caused by hackers.  Any damage or failure that causes an interruption in our operations could have a material adverse effect on our financial condition and results of operations.  Computer break-ins, phishing and other disruptions could jeopardize the security of information stored in and transmitted through our computer systems and network infrastructure, which may result in significant liability to us and cause

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existing and potential customers to refrain from doing business with us.  Although we, with the help of third-party service providers, intend to continue to implement security technology and establish operational procedures to prevent such damage, there can be no assurance that these security measures will be successful.  Though the third-party vendors providing key components of our business infrastructure have been carefully chosen by us, we cannot control their actions, and their failures may impact the Bank’s ability to provide services to its customers and cause us to incur significant expense.  In addition, advances in computer capabilities, new discoveries in the field of cryptography or other developments could result in a compromise or breach of the algorithms we and our third-party service providers use to encrypt and protect customer transaction data.  A failure of such security measures could have a material adverse effect on our reputation, financial condition and results of operations.

We may elect or be compelled to seek additional capital in the future, but that capital may not be available when it is needed or on terms acceptable to us.

We are required by federal regulatory authorities to maintain adequate levels of capital to support our operations.  In addition, we may elect to raise more capital to support our business or to finance acquisitions, if any, or we may otherwise elect or be required to raise additional capital. Should we be required by regulatory authorities to raise additional capital, we may seek to do so through the issuance of, among other things, our common stock or preferred stock.  The issuance of additional shares of common stock or convertible securities to new stockholders would be dilutive to our current stockholders.

Our ability to raise additional capital, if needed, will depend on conditions in the capital markets, economic conditions and a number of other factors, many of which are outside our control, and on our financial performance.  Accordingly, we cannot assure you of our ability to raise additional capital if needed or on terms acceptable to us. If we cannot raise additional capital when needed, or if the terms of such a capital raise are not advantageous, it may have a material adverse effect on our financial condition, results of operations and prospects.

There may be future sales of additional common stock or preferred stock or other dilution of our equity, which may adversely affect the market price of our common stock.

We are not restricted from issuing additional common stock or preferred stock, including any securities that are convertible into or exchangeable for, or that represent the right to receive, common stock or preferred stock or any substantially similar securities.  The market value of our common stock could decline as a result of sales by us of a large number of shares of common stock or preferred stock or similar securities in the market or the perception that such sales could occur.

Our board of directors is authorized to allow us to issue additional common stock, as well as classes or series of preferred stock, generally without any action on the part of the stockholders.  In addition, the board has the power, generally without stockholder approval, to set the terms of any such classes or series of preferred stock that may be issued, including voting rights, dividend rights and preferences over the common stock with respect to dividends or upon the liquidation, dissolution or winding-up of our business and other terms.  If we issue additional preferred stock in the future that has a preference over the common stock with respect to the payment of dividends or upon liquidation, dissolution or winding-up, or if we issue additional preferred stock with voting rights that dilute the voting power of the common stock, the rights of holders of the common stock or the market value of the common stock could be adversely affected.

Anti-takeover provisions could negatively impact our stockholders.

Provisions in our charter and bylaws, the corporate law of the State of Maryland and federal regulations could delay, defer or prevent a third party from acquiring us, despite the possible benefit to our stockholders, or otherwise adversely affect the market price of any class of our equity securities, including

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our common stock.  These provisions include: a prohibition on voting shares of common stock beneficially owned in excess of 10% of total shares outstanding, supermajority voting requirements for certain business combinations with any person who beneficially owns more than 10% of our outstanding common stock; the election of directors to staggered terms of three years; advance notice requirements for nominations for election to our board of directors and for proposing matters that stockholders may act on at stockholder meetings, a requirement that only directors may fill a vacancy in our board of directors, supermajority voting requirements to remove any of our directors and the other provisions of our charter.  Our charter also authorizes our board of directors to issue preferred stock, and preferred stock could be issued as a defensive measure in response to a takeover proposal.  In addition, pursuant to federal and state laws and regulations, as a general matter, no person or company, acting individually or in concert with others, may acquire more than 10% of our common stock without prior approval from our regulators.

These provisions may discourage potential takeover attempts, discourage bids for our common stock at a premium over market price or adversely affect the market price of, and the voting and other rights of the holders of, our common stock.  These provisions could also discourage proxy contests and make it more difficult for holders of our common stock to elect directors other than the candidates nominated by our board of directors.

The voting limitation provision in our charter could limit your voting rights as a holder of our common stock.

Our charter provides that any person or group who acquires beneficial ownership of our common stock in excess of 10% of the outstanding shares may not vote the excess shares.  Accordingly, if you acquire beneficial ownership of more than 10% of the outstanding shares of our common stock, your voting rights with respect to the common stock will not be commensurate with your economic interest in the Company.

We rely on dividends from MutualBank for substantially all of the Company’s revenue.

MutualFirst’s primary source of revenue is dividends from the Bank.  In certain instances, the IDFI must be notified of dividends made from the Bank to the Company and may choose to limit Bank dividends.  If the Bank is unable to pay dividends, MutualFirst may not be able to service its debt, pay its other obligations or pay dividends on the Company’s common stock, which could have a material adverse impact on our financial condition or the value of your investment in our common stock.

Our common stock trading volume may not provide adequate liquidity for investors.

Our common stock is listed on the Nasdaq Global Market.  However, the average daily trading volume in our common stock is less than that of many larger financial services companies.  A public trading market having the desired depth, liquidity and orderliness depends on the presence of a sufficient number of willing buyers and sellers for our common stock at any given time.  This presence is impacted by general economic and market conditions and investors’ views of our Company.  Because our trading volume is limited, any significant sales of our shares could cause a decline in the price of our common stock.

Our directors and executive officers have the ability to influence stockholder actions in a manner that may be adverse to the personal investment objectives of our stockholders.

As of December 31, 2019, our directors and executive officers as a group beneficially owned 1,634,375 shares, or 19.0%, of our common stock (including immediately exercisable options for 11,500 shares).  In addition, our employee stock ownership and 401(k) plan controlled 3.7% of our common stock on that date.  Due to this significant collective ownership of or control over our common stock, our directors and executive officers may be able to influence the outcome of director elections or block significant transactions, such as a merger or acquisition, or any other matter that might otherwise be favored by

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other stockholders and could prevent any stockholder action requiring a supermajority vote under our articles of incorporation.

We will be subject to business uncertainties and contractual restrictions while the merger with Northwest Bancshares is pending.

Uncertainty about the effect of the merger on employees and customers may have an adverse effect on us. These uncertainties may impair our ability to attract, retain and motivate key personnel until the merger is completed, and could cause customers and others who deal with us to seek to change existing business relationships with us. Our employee retention and recruitment may be particularly challenging prior to the effective time of the merger, as employees and prospective employees may experience uncertainty about their future roles with the combined company.

The pursuit of the merger and the preparation for the integration may place a significant burden on management and internal resources. Any significant diversion of management attention away from ongoing business and any difficulties encountered in the transition and integration process could affect our financial results. In addition, the merger agreement requires that we operate in the usual, regular and ordinary course of business and restricts us from taking certain actions prior to the effective time of the merger or termination of the merger agreement without Northwest Bancshares’ consent in writing. These restrictions may prevent us from pursuing attractive business opportunities that may arise prior to the completion of the merger.

Failure to complete the merger could negatively impact our stock price and future business and financial results.

We have already incurred substantial expenses in connection with the merger.  If the merger is not completed, our ongoing business may be adversely affected and will be subject to several risks, including the following:

· if the merger agreement is terminated under specified circumstances, we will be required to pay Northwest Bancshares an $11.0 million termination fee;

· we will be required to pay certain costs relating to the merger, whether or not the merger is completed, such as legal, accounting, financial advisory and printing fees;

· under the merger agreement, we are subject to certain restrictions on the conduct of our business prior to completing the merger, which may adversely affect our operating results; and

· matters relating to the merger may require substantia l commitments of time and resources by our management which could otherwise have been devoted to other opportunities that may have been beneficial to us as an independent company.

In addition, if the merger is not completed, we may experience negative reactions from the financial markets and from our customers and employees. We also could be subject to litigation related to any failure to complete the merger or to enforcement proceedings to perform our obligations under the merger agreement. If the merger is not completed, some or all of the risks described above may materialize and may materially affect our business, financial results and stock price.

Litigation relating to the merger could result in significant costs, management distraction, and/or a delay of, or injunction against, the merger.

On December 23, 2019, a purported Company stockholder filed a lawsuit against us and the members of our Board of Directors in the United States District Court for the District of Maryland, captioned Shiva Stein v. MutualFirst Financial, Inc. et al., Docket No. 1:19-cv-03625. The plaintiff generally alleges that the registration statement filed with the SEC on December 20, 2019 contains materially misleading omissions

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or misrepresentations in violation of Section 14(a) and section 20{a) of the Exchange Act, and Rule 14a-9 promulgated thereunder. The plaintiff seeks injunctive relief, unspecified damages, and an award of attorneys' fees and expenses.

On January 3, 2020, a purported Company stockholder filed a lawsuit against us, the members of our Board of Directors and Northwest Bancshares in the United States District Court for the District of Delaware making similar allegations.

The outcomes of these actions are uncertain and could result in additional costs to us and/or Northwest Bancshares, including costs associated with the indemnification of our directors and officers. Other plaintiffs may also file lawsuits against us and/or Northwest Bancshares and/or their directors and officers in connection with the merger. The defense or settlement of any lawsuits or claims relating to the merger may have an adverse effect on the business, financial condition and results of operations of the Company.

If the actions remain unsolved, they could prevent or delay the completion of the merger. One of the conditions to the consummation of the merger is the absence of any order that would have the effect of preventing the completion of the merger or the bank merger or of any suit, action or other proceeding that is pending or threatened by any governmental entity that seeks to restrain or prohibit the merger or the bank merger. Consequently, if the lawsuit s are not dismissed or a settlement or other resolution is not reached in these or any other lawsuits that are filed or in any regulatory proceeding, or these plaintiffs or any other claimants secure injunctive or other relief or a regulatory authority issues an order or other directive preventing the consummation of the merger or the bank merger, then such injunctive or other relief may prevent the merger from becoming effective in a timely manner or at all.

Item 1B.  Unresolved Staff Comments

Not applicable.

Item 2.  Properties

At December 31, 2019 we had 39 full service offices. Subsequent to year-end we have closed three of the full-service offices throughout our footprint. Our offices are located throughout Indiana.  At December 31, 2019, we owned our home office in Muncie, Indiana and all but twelve of our financial center offices.  We lease offices in central and northern Indiana for our trust and brokerage services, financial center offices in central, northern and southern Indiana and loan origination offices in northwestern Indiana and southwest Michigan.  The net book value of our investment in premises and equipment was approximately $24.5 million at December 31, 2019.  We believe that our current facilities are adequate to meet our present and immediately foreseeable needs.  See Note 8 of the Notes to Consolidated Financial Statements contained in Item 8 of this Form 10‑K.

Item 3.  Legal Proceedings

From time to time, we are involved as plaintiff or defendant in various legal actions arising in the normal course of business. We do not anticipate incurring any material liability as a result of such litigation.  While the ultimate outcome of pending proceedings cannot be predicted with certainty, it is the opinion of management, after consultation with counsel representing us in such proceedings, that the resolution of these proceedings should not have a material adverse effect on our consolidated financial position or results of operation or cashflows.

In addition, on December 23, 2019, a purported Company stockholder filed a lawsuit against us and the members of our Board of Directors in the United States District Court for the District of Maryland, captioned Shiva Stein v. MutualFirst Financial, Inc. et al., Docket No. 1:19-cv-03625. The plaintiff

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generally alleges that the registration statement filed with the SEC on December 20, 2019 contains materially misleading omissions or misrepresentations in violation of Section 14{a) and section 20{a) of the Exchange Act, and Rule 14a-9 promulgated thereunder. The plaintiff seeks injunctive relief, unspecified damages, and an award of attorneys' fees and expenses.

On January 3, 2020, a purported Company stockholder filed a lawsuit against us, the members of our Board of Directors and Northwest Bancshares in the United States District Court for the District of Delaware making similar allegations.

The Company and Northwest Bancshares are reviewing the complaints and have not yet formally responded. Although the ultimate outcome of these actions cannot be predicted with certainty, we believe that these lawsuits are without merit and intend to defend against these actions vigorously.

Item 4.  Mine Safety Disclosure

Not applicable.

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PART II

Item 5.  Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

The common stock of MutualFirst Financial, Inc. is traded under the symbol “MFSF” on the Nasdaq Global Market.  The table below shows the high and low closing prices for our common stock for the periods indicated. This information was provided by the Nasdaq.

	Stock Price				Dividends
	High		Low		per Share
2019 Quarters:
First Quarter (ended 3/31/2019)	$	31.70	$	26.70	$	0.20
Second Quarter (ended 6/30/2019)	$	34.04	$	28.66	$	0.20
Third Quarter (ended 9/30/2019)	$	33.62	$	29.72	$	0.20
Fourth Quarter (ended 12/31/2019)	$	40.23	$	29.87	$	0.20
2018 Quarters:
First Quarter (ended 3/31/2018)	$	39.20	$	34.35	$	0.18
Second Quarter (ended 6/30/2018)	$	39.90	$	36.00	$	0.18
Third Quarter (ended 9/30/2018)	$	38.85	$	36.45	$	0.18
Fourth Quarter (ended 12/31/2018)	$	37.20	$	24.66	$	0.20

At December 31, 2019, there were 8,607,953 shares of common stock outstanding and approximately 3,100 common stockholders of record.

Our common stock cash dividend payout policy is continually reviewed by management and the Board of Directors.  During 2019, the Company paid total common stock dividends of $0.80 per share, up from $0.74 per share in 2018. Future common stock dividend payments will depend upon a number of factors, including capital requirements, regulatory limitations, the Company’s financial condition, results of operations, debt service on Company borrowings and the Bank’s ability to pay dividends to the Company.  The Company relies significantly upon dividends from the Bank to accumulate earnings for payment of cash dividends to our common stockholders.

On January 18, 2019, the Company announced that its Board of Directors had authorized the repurchase of up to approximately 430,000 shares of common stock, or 5% of its then-outstanding shares over a one-year period. These stock repurchases may be made from time-to-time in open market or negotiated transactions as deemed appropriate by the Company and will depend on market conditions. As of December 31, 2019, the Company had repurchased 136,471 shares under this plan at a weighted average price per share of $31.23 for a total of $4.3 million. There were 293,529 remaining shares that may be repurchased under the current authorization. The following table provides detail on the stock repurchases during the fourth quarter 2019.

	Total Number of	Average		Number of Shares Purchased as	Maximum Number of Shares that May Yet
	Shares	Price Paid		Part of Publicly Announced Plan or	Be Purchased Under the Publicly
	Purchased	Per Share		Programs	Announced Plans or Programs
October	-	$	-	-	293,529
November	-		-	-	293,529
December	-		-	-	293,529
	-	$	-	-

Information regarding our equity compensation plans is included in Part III, Item 12 of this Form 10‑K.

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Shareholder Performance Graph Presentation

The following graph and related discussion are being furnished solely to accompany this Annual Report on Form 10‑K pursuant to Item 201(e) of Regulation S-K and shall not be deemed to be “soliciting materials” or to be “filed” with the SEC (other than as provided in Item 201) nor shall this information be incorporated by reference into any future filing under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language contained therein, except to the extent that the Company specifically incorporates it by reference into a filing.

The following graph shows a comparison of stockholder return on MutualFirst Financial Inc.’s common stock with the cumulative total returns for: 1) the Nasdaq Composite® (U.S.) Index; and 2) the SNL U.S. Bank and Thrift Index, which was compiled by SNL Financial LC of Charlottesville, Virginia. The graph assumes an initial investment of $100 and reinvestment of dividends. The graph is historical only and may not be indicative of possible future performance.

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Item 6.  Selected Financial and Other Data

SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA

The following information is only a summary and you should read it in conjunction with our consolidated financial statements and accompanying notes contained in Item 8 of this Form 10‑K.  

	At or For the Year Ended December 31,
	2019		2018		2017		2016		2015
	(Dollars in thousands)
Selected Financial Condition Data:
Total assets	$	2,063,776	$	2,049,313	$	1,588,932	$	1,553,133	$	1,478,265
Cash and cash equivalents		32,323		33,414		27,341		26,860		20,915
Loans, net		1,476,925		1,482,662		1,167,758		1,157,120		1,068,204
Investment securities
Available for sale, at fair value		385,622		370,875		277,378		249,913		261,138
Total deposits		1,553,478		1,519,225		1,202,034		1,153,382		1,091,382
Total borrowings		263,452		310,485		221,395		244,780		235,075
Total stockholders’ equity		226,812		202,363		150,282		140,038		137,025
Selected Operations Data:
Total interest income	$	85,329	$	79,694	$	58,868	$	53,802	$	51,776
Total interest expense		21,032		16,591		10,611		9,247		8,803
Net interest income		64,297		63,103		48,257		44,555		42,973
Provision for loan losses		1,950		2,120		1,220		850		125
Net interest income after provision for loan losses		62,347		60,983		47,037		43,705		42,848
Service fee income		8,949		7,937		6,584		6,124		5,947
Gain on sale of loans and investment securities		6,885		3,930		4,595		5,784		4,612
Other non-interest income		9,087		7,707		6,897		7,514		6,580
Total non-interest income		24,921		19,574		18,076		19,422		17,139
Salaries and employee benefits		36,313		32,964		27,229		27,427		25,526
Other expenses		24,845		25,769		18,776		18,073		17,621
Total non-interest expenses		61,158		58,733		46,005		45,500		43,147
Income before income taxes		26,110		21,824		19,108		17,627		16,840
Income tax expense		2,359		2,960		6,793		4,386		4,578
Net income	$	23,751	$	18,864	$	12,315	$	13,241	$	12,262

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													Diluted
							Provision				Basic Earnings		Earnings
	Interest		Interest		Net Interest		for Loan				Per Common		Per Common
Quarter Ended	Income		Expense		Income		Losses		Net Income		Share		Share
2019
March 31	$	21,302	$	5,260	$	16,042	$	475	$	5,238	$	0.61	$	0.60
June 30		21,518		5,474		16,044		475		5,751		0.67		0.66
September 30		21,617		5,372		16,245		425		6,134		0.72		0.71
December 31		20,892		4,926		15,966		575		6,628		0.77		0.77
Total	$	85,329	$	21,032	$	64,297	$	1,950	$	23,751	$	2.77	$	2.74
2018
March 31	$	16,748	$	3,164	$	13,584	$	450	$	4,007	$	0.51	$	0.50
June 30		20,621		4,013		16,608		500		4,165		0.49		0.48
September 30		20,836		4,419		16,417		570		5,402		0.63		0.62
December 31		21,489		4,995		16,494		600		5,290		0.62		0.61
Total	$	79,694	$	16,591	$	63,103	$	2,120	$	18,864	$	2.25	$	2.21
2017
March 31	$	14,109	$	2,396	$	11,713	$	200	$	3,206	$	0.44	$	0.43
June 30		14,652		2,565		12,087		300		3,898		0.53		0.52
September 30		15,026		2,762		12,264		370		3,751		0.51		0.50
December 31		15,081		2,888		12,193		350		1,460		0.20		0.19
Total	$	58,868	$	10,611	$	48,257	$	1,220	$	12,315	$	1.67	$	1.64

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Reconciliation of Non-GAAP Financial Measures

The annual report on Form 10‑K contains financial information determined by methods other than in accordance with U.S. generally accepted accounting principles (“GAAP”).  Non-GAAP financial measures, specifically tangible common equity, tangible assets, tangible book value per common share and return on average tangible common equity are used by management to measure the strength of its capital and its ability to generate earnings on tangible capital invested by its shareholders.  Although the Company believes these non-GAAP measures provide a greater understanding of its business, they should not be considered a substitute for financial measures determined in accordance with GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other companies.  Reconciliations of these non-GAAP financial measures to the most directly compared GAAP financial measures are included in the following table.

	December 31,
	2019			2018			2017
Total Stockholders’ Equity (GAAP)	$	226,812		$	202,363		$	150,282
Less: Intangible Assets		25,100			25,879			1,927
Tangible common equity (non-GAAP)	$	201,712		$	176,484		$	148,355
Total assets (GAAP)	$	2,063,776		$	2,049,313		$	1,588,932
Less: Intangible Assets		25,100			25,879			1,927
Tangible assets (non-GAAP)	$	2,038,676		$	2,023,434		$	1,587,005
Tangible common equity to tangible assets (non-GAAP)		9.89	%		8.72	%		9.35	%
Book value per common share (GAAP)	$	26.35		$	23.52		$	20.34
Less: Effect of Intangible Assets		2.92			3.01			0.26
Tangible book value per common share (non-GAAP)	$	23.43		$	20.51		$	20.08
Return on average stockholders’ equity (GAAP)		11.09	%		10.21	%		8.40	%
Add: Effect of Intangible Assets		1.51			1.45			0.12
Return on average tangible common equity (non-GAAP)		12.60	%		11.66	%		8.52	%
Total tax free interest income (GAAP)
Loans receivable	$	399		$	420		$	424
Investment securities		4,884			4,494			2,752
Total tax free interest income	$	5,283		$	4,914		$	3,176
Total tax free interest income, gross (at 21% tax rate or 34% tax rate prior to 2018)	$	6,687		$	6,220		$	4,812
Net interest margin (GAAP)
Net interest income (GAAP)	$	64,297		$	63,103		$	48,257
Add: Tax effect tax free interest income at 21% tax rate or 34% tax rate prior to 2018		1,404			1,306			1,636
Net interest income (non-GAAP)		65,701			64,409			49,893
Divided by: Average interest-earning assets		1,917,922			1,816,346			1,473,968
Net interest margin, tax equivalent		3.43	%		3.55	%		3.38	%
Effective income tax rate		9.03	%		13.56	%		35.55	%
Less: Effect on net deferred tax asset revaluation		-			-			10.47
Adjusted effective income tax rate		9.03	%		13.56	%		25.08	%
Ratio Summary:
Return on average equity (ROE)		11.09	%		10.21	%		8.40	%
Return on average tangible common equity		12.60	%		11.66	%		8.52	%
Return on average assets (ROA)		1.15	%		0.97	%		0.78	%
Tangible common equity to tangible assets		9.89	%		8.72	%		9.35	%
Net interest margin, tax equivalent		3.43	%		3.55	%		3.38	%

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

Overview and Significant Events in 2019

MutualFirst is a Maryland corporation and a bank holding company headquartered in Muncie, Indiana, with operations in Allen, Delaware, Elkhart, Grant, Greene, Hamilton, Jackson, Johnson, Knox, Kosciusko, Lawrence, Monroe, Randolph, St. Joseph and Wabash counties in Indiana.  It owns MutualBank, an Indiana commercial bank with 39 financial centers in Indiana, trust offices in Fishers and Crawfordsville, Indiana and a loan origination office in New Buffalo, Michigan.  The Bank has a subsidiary, Summit Mortgage, Inc., that operates a mortgage banking firm in Fort Wayne, Indiana. MutualFirst also owns MutualFirst Risk Management, a captive insurance company based in Nevada and Mutual Risk Advisors, an information security consulting firm based in Indiana.

MutualBank is an Indiana commercial bank subject to regulation, supervision and examination by the IDFI and the FDIC.  MutualFirst is a bank holding company subject to examination, supervision and regulation by the FRB, which is subjected to regulatory capital requirements similar to those imposed on the Bank.  For more details on these regulations see “Item 1. Business – How We Are Regulated.”

At December 31, 2019, we had $2.1 billion in assets, $1.5 billion in loans, $1.6 billion in deposits and $226.8 million in stockholders’ equity.  The Bank’s total risk-based capital ratio at December 31, 2019 was 13.9%, exceeding the 10.0% requirement for a well-capitalized institution.  The ratio of average tangible common equity increased to 9.89% as of year-end 2019 compared to 8.72% at year-end 2018.  For the year  ended December 31, 2019, net income available to common shareholders was $23.8 million, or $2.77 per basic and $2.74 per diluted share, compared with net income available to common shareholders of $18.9 million, or $2.25 per basic and $2.21 per diluted share for 2018.  Net income for 2019 includes $1.0 million of one-time merger related expenses, net of tax, related to the merger with and into Northwest Bancshares. Net income for 2018 includes $1.9 million of one-time merger and system conversion expenses, net of tax, related to the acquisition of Universal. The details of our 2019 performance are set forth below and in our Consolidated Audited Financial Statements contained in Item 8 of this Form 10‑K, as well as details regarding the acquisition are discussed in Note 2.

Key aspects of our 2019 operations include:

· Commercial loan balances  at December 31, 2019 increased $31.3 million, or 4.5% in 2019.

· Non-real estate consumer loan balances increased $10.6 million, or 4.0% in 2019 primarily due to growth in indirect lending.

· Mortgage loans sold in 2019 of $232.8 million increased compared to mortgage loans sold in 2018 of $122.3 million.

· Deposits increased $34.3 million, or 2.3% in 2019.

· Tangible book value per common share was $23.43  as of December 31, 2019 compared to $20.51 as of December 31, 2018.

· Net interest income increased $1.2 million in 2019 compared to 2018.

· Net interest margin for 2019 was 3.35% compared to 3.47% in 2018. Tax equivalent net interest margin was 3.43% for 2019 compared to 3.55% in 2018.

· Provision for loan losses decreased by $170,000 to $2.0 million in 2019 compared to  $2.1 million in 2018.

· Non-interest income increased $5.3 million in 2019 compared to 2018.

· Non-interest expense increased $2.4 million in 2019 compared to 2018.

Our principal business consists of attracting retail deposits from the general public, including some brokered deposits, and investing those funds primarily in loans secured by first mortgages on owner-occupied, one-to-four family residences, a variety of consumer loans, loans secured by commercial real estate and commercial business loans.  Funds not invested in loans generally are invested in investment

54

securities, including mortgage-backed and mortgage-related securities and agency and municipal bonds.  We also obtain funds from FHLB advances and other borrowings.

MutualWealth is the wealth management division of the Bank providing a variety of fee-based financial services, including trust, investment, insurance, broker advisory, retirement plan and private banking services, in the Bank’s market area. MutualWealth produces non-interest income for the Bank that is tied primarily to the market value of the portfolios being managed.  As of December 31, 2019, MutualWealth had $513.5 million of fiduciary assets and generated $3.8 million in commission income during 2019.

MutualFinancial Services is the brokerage division of the Bank providing a variety of fee-based financial services related to securities and investment transactions. MutualFinancial Services produces non-interest income for the Bank that is tied primarily to the volume of the transactions being processed.  During 2019, MutualFinancial Services generated $967,000 in commission income.

Our results of operations depend primarily on the level of our net interest income, which is the difference between interest income on interest-earning assets, such as loans, mortgage-backed securities and investment securities, and interest expense on 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.

The Company continues to reduce the impact of interest rate changes on its net interest income by shortening the term of its interest-earning assets to better match the terms of our interest-bearing liabilities and by selling long-term fixed rate loans and increasing the term of certain liabilities.  See “Item 7A - Quantitative and Qualitative Disclosures About Market Risk - Asset and Liability Management and Market Risk” in this Form 10‑K.  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 mortgage loans.  The percentage of non-residential consumer and commercial loans to total loans has increased from 63.7% at the end of 2018 to 67.0% as of December 31, 2019.  We continued to see improvements in our markets during 2019 and made significant progress toward achieving our strategic target loan mix through both organic non-residential consumer and commercial loan growth and the acquisition of Universal.  On the liability side of the balance sheet, the Company is continuing to employ strategies intended 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 declined slightly from 67.8% in 2018 to 67.6% in 2019. These are ongoing strategies that are dependent on current market conditions and competition.  The Company lengthens the term to maturity of FHLB advances when advantageous to lengthen repricing of the liability side of the balance sheet in order to reduce interest rate risk exposure.

During 2019, in keeping with our strategic objective to reduce interest rate risk exposure, the Company also sold $232.8 million of long-term fixed rate loans, 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 $5.9 million.

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As previously disclosed, on October 29, 2019, we announced that we entered into an agreement to merge with and into Northwest Bancshares, Inc., with Northwest Bancshares as the surviving entity. Under the terms of the agreement, each share of our common stock outstanding at the closing will be converted into the right to receive 2.4 shares of Northwest Bancshares common stock. Completion of the transaction is subject to customary closing conditions, including the receipt of required regulatory approvals and the approval of our stockholders. We anticipate completing the merger during the second quarter 2020.

Recent Accounting Standards

For discussion of recent accounting standards, please see Note 3: Impact of Accounting Pronouncements to our Consolidated Financial Statements in Item 8 of this Form 10‑K.

Critical Accounting Policies

The Notes to the Consolidated Financial Statements in Item 8 of this Form 10‑K contain a summary of the Company’s significant accounting policies.  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, valuation of intangible assets and securities, deferred tax asset and income tax accounting.

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.  MSRs associated with loans originated and sold, where servicing is retained, are capitalized and included in other assets in the consolidated balance sheet.  The value of the capitalized servicing rights represents the fair value of 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

56

methodology, utilizing current prepayment speeds and discount rates. Impairment, if any, is recognized through a valuation allowance and is recorded as a reduction in loan servicing fee income.

Goodwill and Intangible Assets.  MutualFirst 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 exceeds its implied fair value.  If actual external conditions and future operating results differ from MutualFirst’s judgments, impairment and/or increased amortization charges may be necessary to reduce the carrying value of these assets to the appropriate value.

Goodwill is tested for impairment on an annual basis as of November 30, or whenever events or changes in circumstances indicate the carrying amount of goodwill exceeds its implied fair value.  No events or changes in circumstances have occurred since the annual impairment test that would suggest it was more likely than not goodwill impairment existed.

Securities.  Under FASB Codification Topic 320 (ASC 320), Investments-Debt and Equity Securities, investment securities must be classified as held to maturity, available for sale or trading.  Management determines the appropriate classification at the time of purchase.  The classification of securities is significant since it directly impacts the accounting for unrealized gains and losses on securities.  Debt securities are classified as held to maturity and carried at amortized cost when management has the positive intent and the Company has the ability to hold the securities to maturity.  Securities not classified as held to maturity are classified as available for sale and are carried at fair value, with the unrealized holding gains and losses, net of tax, reported in other comprehensive income and do not affect earnings until realized.

The fair values of the Company’s securities are generally determined by reference to quoted prices from reliable independent sources utilizing observable inputs.  Certain of the Company’s fair values of securities are determined using models whose significant value drivers or assumptions are unobservable and are significant to the fair value of the securities.  These models are utilized when quoted prices are not available for certain securities or in markets where trading activity has slowed or ceased.  When quoted prices are not available and are not provided by third party pricing services, management judgment is necessary to determine fair value.  As such, fair value is determined using discounted cash flow analysis models, incorporating default rates, estimation of prepayment characteristics and implied volatilities.

The Company evaluates all securities on a quarterly basis, and more frequently when economic conditions warrant additional evaluations, for determining if OTTI exists pursuant to guidelines established in ASC 320.  In evaluating the possible impairment of securities, consideration is given to the length of time and the extent to which the fair value has been less than cost, the financial condition and near-term prospects of the issuer, and the ability and intent of the Company to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value. In analyzing an issuer’s financial condition, the Company may consider whether the securities are issued by the federal government or its agencies or government sponsored agencies, whether downgrades by bond rating agencies have occurred, and the results of reviews of the issuer’s financial condition.

If management determines that an investment experienced an OTTI, management must then determine the amount of the OTTI to be recognized in earnings.  If management does not intend to sell the security and it is more likely than not that the Company will not be required to sell the security before recovery of its amortized cost basis less any current period loss, the OTTI will be separated into the amount representing the credit loss and the amount related to all other factors.  The amount of OTTI related to the credit loss is determined based on the present value of cash flows expected to be collected and is recognized in earnings.  The amount of the OTTI related to other factors will be recognized in other comprehensive income, net of applicable taxes.  The previous amortized cost basis less the OTTI recognized in earnings will become the new amortized cost basis of the investment.  If management

57

intends to sell the security or more likely than not will be required to sell the security before recovery of its amortized cost basis less any current period credit loss, the OTTI will be recognized in earnings equal to the entire difference between the investment’s amortized cost basis and its fair value at the balance sheet date.  Any recoveries related to the value of these securities are recorded as an unrealized gain (as accumulated other comprehensive income (loss) in stockholders’ equity) and not recognized in income until the security is ultimately sold.

The Company from time to time may dispose of an impaired security in response to asset/liability management decisions, future market movements, business plan changes, or if the net proceeds can be reinvested at a rate of return that is expected to recover the loss within a reasonable period of time.

Deferred Tax Asset.  The Company has evaluated its deferred tax asset to determine if it is more likely than not that the asset will be utilized in the future.  The Company’s most recent evaluation has determined that, except for the amounts represented by the valuation allowance as discussed below, the Company will more likely than not be able to utilize the remaining deferred tax asset. The Company has generated average positive pre-tax pre-provision earnings of $21.6 million, or 1.3% of pre-tax pre-provision ROA over the previous five years. These earnings would be sufficient to utilize portions of the operating losses, tax credit carryforwards and temporary tax differences over the allowable periods. The analysis supports no additional valuation reserve is needed.

The valuation allowance established is the result of net operating losses for state franchise tax purposes totaling $27.4 million.  See Note 17 of the Notes to Consolidated Financial Statements contained in Item 8 of this Form 10‑K.

Income Tax Accounting.  We file a consolidated federal income tax return.  The provision for income taxes is based upon income in our consolidated financial statements, rather than amounts reported on our income tax return.  Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  The effect of a change in tax rates on our deferred tax assets and liabilities is recognized as income or expense in the period that includes the enactment date.

The Tax Cuts and Jobs Act (“Tax Act”) was enacted on December 22, 2017 reducing the Company’s  federal corporate tax rate from 34% to 21%, effective January 1, 2018.  For deferred tax assets and liabilities, amounts were remeasured based on the applicable tax rate, which is now 21%. Based on this new law, we recorded an additional tax expense of $2.0 million due to the revaluation of the company’s deferred tax asset in 2017. The Tax Act repealed the corporate Alternative Minimum Tax (“AMT”) and as a result a portion of the Company’s AMT credit carryover from prior years will be refundable beginning in 2018.

Management Strategy

Our strategy is to operate as an independent, business- and retail- oriented financial institution dedicated to serving customers in our market area.  Our commitment is to provide a broad range of products and services to meet the needs of our customers.  As part of this commitment, we are looking to increase our emphasis on commercial business products and services.  We also operate a fully interactive transactional website that also allows consumers to open accounts.  In addition, we are continually looking at cost-effective ways to expand our market area.  Financial highlights of our strategy have included:

Broadening Loan Portfolio Diversification.  We continue to work toward diversifying our loan portfolio to reduce our reliance on any one type of loan.  Approximately 63.7% of our loan portfolio consisted of loans other than consumer real estate loans at the end of 2018.  At the end of 2019, that percentage had

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increased to 67.0%, reflecting an increase of $41.8 million in our commercial and non-residential consumer loan portfolios.

Continuing as a Leading One-to-four family Lender in Indiana.  We are one of the largest originators of one-to-four family residential loans in our market areas.  During 2019, we originated $301.3 million of one-to-four family residential first mortgage loans.  While the last economic downturn decreased real estate values, we have seen a stabilization in purchase activity in our market areas. Interest rates decreasing led to an increase in one-to-four family residential first mortgage loan originations in 2019.

Increasing Market Share and Changing Mix of Deposits.  We continue to be focused on growth of core deposits, as deposits grew $34.3 million in 2019. 

Expanding Wealth Management Presence. We continue to focus on leveraging our operations in the markets in which we serve.  Total fiduciary balances remained consistent with that of year-end 2019.  Commission income (non-interest income) generated by these relationships during 2019 totaled $4.8 million.

Financial Condition at December 31, 2019 Compared to December 31, 2018

General.  Total assets at year-end 2019 were $2.1 billion, reflecting a $14.5 million increase during the year, primarily due to the increase in the investment portfolio of $14.7 million and an increase in loans held for sale of $9.4 million. These increases were partially offset by an  $8.3 million decrease in gross loans, or 0.6%  decrease in the gross loan portfolio, excluding loans held for sale.  Average interest-earning assets increased $101.6 million, or 5.6%, to $1.9 billion at December 31, 2019 from $1.8 billion at December 31, 2018.  Average interest-bearing liabilities increased by $78.7 million, or 5.3% to $1.6 billion at year-end 2019 from $1.5 billion at year-end 2018 reflecting an increase in total deposits.  Average stockholders’ equity increased by $29.3 million, or 15.9%, during 2019.

Cash and Investments.  Cash and investments increased $12.9 million from $408.5 million at year-end 2018 to $421.4 million at year-end 2019.  The details of our cash and investments are as follows:

	At December 31,				Amount		Percent
	2019		2018		Change		Change
	(Dollars in thousands)
Cash	$	11,192	$	13,078	$	(1,886)	(14.42)	%
Interest-bearing demand deposits		21,131		20,336		795	3.91
Interest-bearing time deposits		3,496		4,239		(743)	(17.53)
Securities available for sale (fair value)		385,622		370,875		14,747	3.98
Total	$	421,441	$	408,528	$	12,913	3.16	%

At December 31, 2019, our investment portfolio consisted of $217.2 million in government-sponsored agency and government-sponsored entity mortgage-backed securities and collateralized mortgage obligations, $166.3 million in municipal securities and $2.2 million in corporate obligations.  At December 31, 2019, these securities had gross unrealized gains of $11.9 million and gross unrealized losses of $1.2 million, of which $793,000 was due to unrealized losses on a  trust preferred security.  We have the ability to hold the trust preferred security until maturity and believe that we will be able to collect the adjusted amortized cost basis of the security.  See Note 5 of the Notes to Consolidated Financial Statements in Item 8 of this Form 10‑K for additional information about our investment securities.

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Loans.  Our gross loan portfolio, excluding loans held for sale, decreased $8.3 million, remaining consistent at approximately $1.5 billion at year-end 2019 and 2018.  The following table reflects the changes in the gross amount of loans, excluding loans held for sale, by type during 2019:

	At December 31,				Amount		Percent
	2019		2018		Change		Change
	(Dollars in thousands)
Real estate
Commercial	$	504,241	$	485,808	$	18,433	3.79	%
Commercial construction and development		49,496		53,310		(3,814)	(7.15)
Consumer closed end first mortgage		415,865		464,539		(48,674)	(10.48)
Consumer open end and junior liens		75,596		77,072		(1,476)	(1.92)
Total real estate loans		1,045,198		1,080,729		(35,531)	(3.29)
Consumer loans
Auto		57,107		43,667		13,440	30.78
Boat/RV		213,305		216,608		(3,303)	(1.52)
Other		7,319		6,893		426	6.18
Total consumer other		277,731		267,168		10,563	3.95
Commercial and industrial		166,019		149,359		16,660	11.15
Total other loans		443,750		416,527		27,223	6.54
Total loans	$	1,488,948	$	1,497,256	$	(8,308)	(0.55)	%

The Bank made significant progress in its strategy to increase commercial and consumer loans as we increased the commercial portfolio by $31.3 million and the non-residential consumer portfolio by $10.6 million during 2019.  We actively seek out opportunities to provide financing for new and growing commercial borrowers, as well as refinancing to sound commercial borrowers currently served by other financial institutions.  The increase in the commercial and consumer portfolios was offset by selling $232.8 million of consumer residential mortgage loans during the period partially offset by an increase of $114.4 million in residential mortgage loan originations as a  result of rates decreasing during 2019.  The Bank continues to sell longer term fixed-rate mortgage loans to reduce related interest rate risk.

Delinquencies and Non-performing Assets.  As of December 31, 2019, our total loans delinquent 30‑to‑89 days were $17.5 million, or 1.2% of total loans, compared to $20.1 million, or 1.3% of total loans, at the end of 2018.

At December 31, 2019, our non-performing assets totaled $9.2 million, or 0.45% of total assets, compared to $11.1 million, or 0.54% of total assets, at December 31, 2018.  This $1.9 million, or 17.3%, decrease was due to a decrease in non-performing loans primarily in the commercial real estate loan portfolio.  The table below sets forth the amounts and categories of non-performing assets in our loan portfolio at the dates indicated.

	At December 31,				Amount		Percent
	2019		2018		Change		Change
	(Dollars in thousands)
Non-accruing loans	$	7,040	$	8,589	$	(1,549)	(18.03)	%
Accruing loans delinquent 90 days or more		156		517		(361)	(69.83)
Other real estate owned and repossessed assets		1,995		2,013		(18)	(0.89)
Total	$	9,191	$	11,119	$	(1,928)	(17.34)	%

Other real estate owned and repossessed assets totaled $2.0 million at December 31, 2019 and 2018.  Commercial real estate non-performing loans decreased $4.0 million due to one loan on non-accrual at the end of 2018 coming off non-accrual in the first quarter of 2019. This credit was partially offset by increases in commercial construction and development, consumer closed end first mortgage and boat and RV non-accrual loans at the end of 2019. The Bank continues to diligently monitor and write down loans that appear to have irreversible weakness. The Bank works to ensure possible problem loans have been identified and steps have been taken to reduce loss by restructuring loans to improve cash flow or

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by increasing collateral.  Total classified assets increased 1.3% from $22.7 million at December 31, 2018 to $26.5 million at December 31, 2019.  The increase in total classified loans was primarily the result of the $2.1 million increase in commercial real estate and $857,000 increase in commercial and industrial loans classified as substandard credits at December 31, 2019.

At December 31, 2019, foreclosed real estate totaled $1.2 million. All foreclosed real estate properties were one-to-four family residential or commercial real estate properties within our footprint.  All foreclosed real estate is currently for sale.  At the end of 2019, the Bank also held $778,000 in other repossessed assets, such as autos, boats, RVs and horse trailers.

Allowance for Loan Loss.  Allowance for loan losses increased $26,000, remaining at  $13.3 million at December 31, 2019 as reflected below:

	Year Ended December 31,
	2019			2018
	(Dollars in thousands)
Balance at beginning of period	$	13,281		$	12,387
Charge-offs		2,157			1,466
Recoveries		233			240
Net charge-offs		1,924			1,226
Provisions charged to operations		1,950			2,120
Balance at end of period	$	13,307		$	13,281
Ratio of net charge-offs during the period toaverage loans outstanding during the period		0.13	%		0.09	%
Allowance as a percentage of non-performing loans		184.92	%		145.85	%
Allowance as a percentage of total loans (end of period)		0.89	%		0.89	%

Specific loan loss allocation related to loans that have been individually evaluated for impairment remained unchanged throughout the year, and general loan loss reserves have increased $26,000 as the non-performing loans have decreased $1.9 million and classified assets increased $3.8 million from 2018  to 2019,  and the loan portfolio mix.  Net charge-offs for the year 2019 were $1.9 million, or 0.13% of average loans on an annualized basis, compared to $1.2 million, or 0.09% of average loans, for 2018.  As of December 31, 2019, the allowance for loan losses as a percentage of loans receivable and non-performing loans was 0.89% and 184.9%, respectively, compared to 0.89% and 145.9%, respectively, at December 31, 2018.  Allowance for loan losses as a percentage of loans receivable remained consistent due to the total loan portfolio and allowance for loan losses remained consistent as of December 31, 2019 compared to 2018. Allowance for loan losses as a percentage of non-performing loans increased due to the decrease in non-performing loans as of December 31, 2019.  The increase in the allowance was primarily due to management’s ongoing evaluation of the loan portfolio conditions in our market areas.

Other Assets.  Other material changes in our assets during 2019 include a decrease in deferred tax asset of $2.6 million primarily due to the change in securities available for sale, and utilization of temporary differences.  

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Deposits.  Total deposits increased $34.3 million to $1.6 billion at year-end 2019 compared to $1.5 billion at year-end 2018, primarily due to an increase in money market accounts and certificates of deposit. The changes in type of account, with corresponding average rates as of the same date, reflected below are consistent with the Bank’s strategy to grow and strengthen core deposit relationships.

	At December 31,
	2019				2018
			Weighted				Weighted
			Average				Average		Amount		Percent
	Amount		Rate		Amount		Rate		Change		Change
	(Dollars in thousands)
Type of Account:
Non-interest Checking	$	261,600	0.00	%	$	259,909	0.00	%	$	1,691	0.65	%
Interest-bearing NOW		399,788	0.54			408,135	0.78			(8,347)	(2.05)
Savings		177,296	0.01			182,346	0.01			(5,050)	(2.77)
Money Market		212,142	0.86			180,395	0.65			31,747	17.60
Certificates of Deposit		502,652	1.94			488,440	1.83			14,212	2.91
Total	$	1,553,478	0.88	%	$	1,519,225	0.87	%	$	34,253	2.25	%

Borrowings.  Total borrowings decreased $47.0 million, or 15.2%, to $263.5 million at year-end 2019 primarily due to a $46.6 million decrease in FHLB advances primarily due to increases in total deposits.  Other borrowings decreased $415,000 to $17.6 million at year-end 2019.

The Company acquired $5.0 million of subordinated debentures in the 2008 acquisition of another financial institution.  The net balance of these securities as of December 31, 2019 was $4.3 million due to the purchase accounting adjustment made at the time of the acquisition.  The securities bear the prevailing three-month LIBOR rate plus 170 basis points.  The Company has the right to redeem the trust preferred securities, in whole or in part, without penalty.  These securities mature on September 15, 2035.

The Company also acquired $5.0 million of subordinated debentures in the acquisition of Universal during 2018. The net balance of these securities as of December 31, 2019 was $4.1 million due to the purchase accounting adjustment made at the time of the acquisition.  The securities bear the prevailing three-month interest rate of LIBOR plus 169 basis points.  The Company has the right to redeem the trust preferred securities, in whole or in part, without penalty.  These securities mature on October 7, 2035.

The Company borrowed $10.0 million in two $5.0 million term notes from First Horizon Bank to use in the acquisition of Universal. These loans had a combined balance of $9.2 million at December 31, 2019. The fixed rate term note had a balance of $4.2 million and matures 5 years from the date of issuance, or February 28, 2023. This term note bears a fixed rate of interest of 4.99% per annum and requires quarterly principal payments, which began March 31, 2018. The variable rate term note matures 5 years from the date of issuance, or February 28, 2023. This term note bears a rate of interest of the prevailing three-month LIBOR rate plus 195 basis points, which was 4.04% at December 31, 2019. The Company has the right to redeem either note at any time, in whole or in part, without penalty.

Stockholders’ Equity.  Stockholders’ equity was $226.8 million as of December 31, 2019, an increase of $24.4 million from December 31, 2018. The increase was primarily due to net income available to common shareholders of $23.8 million and other comprehensive income of $10.8 million.  These increases were partially offset by cash dividends of $6.9 million and stock repurchases of 136,471 shares at a cost of $4.3 million.  The Company’s tangible book value per common share as of December 31, 2019 increased to $23.43 compared to $20.51 as of December 31, 2018 and the tangible common equity ratio increased to 9.89% as of December 31, 2019 compared to 8.72% as of December 31, 2018.  The Bank’s risk-based capital ratios were well in excess of “well-capitalized” levels as defined by all regulatory standards as of December 31, 2019.

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Average Balances and Net Interest Margin

The table on the following page presents for the periods indicated the total dollar amount of interest income from average interest-earning assets and the resultant yields, as well as the interest expense on average interest-bearing liabilities, expressed both in dollars and rates.  All average balances are daily average balances. Non-accruing loans have been included in the table as loans carrying a zero yield.

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	Year ended December 31,
	2019							2018							2017
	Average Outstanding Balance			Interest Earned/ Paid		Average Yield/ Rate		Average Outstanding Balance			Interest Earned/ Paid		Average Yield/ Rate		Average Outstanding Balance			Interest Earned/ Paid		Average Yield/ Rate
	(Dollars in thousands)
Interest-Earning Assets:
Interest-bearing deposits	$	23,947		$	291	1.22	%	$	22,927		$	251	1.09	%	$	21,465		$	130	0.61	%
Mortgage-backed securities available for sale (1)		216,374			5,703	2.64			203,891			5,513	2.70			156,887			3,814	2.43
Investment securities available for sale (1)		154,838			5,020	3.24			149,535			4,850	3.24			98,493			3,223	3.27
Loans (2)		1,509,658			73,623	4.88			1,427,436			68,474	4.80			1,185,956			51,231	4.32
Stock in FHLB of Indianapolis		13,105			692	5.28			12,557			606	4.83			11,167			470	4.21
Total interest-earning assets		1,917,922			85,329	4.45			1,816,346			79,694	4.39			1,473,968			58,868	3.99
Non-Interest Earning Assets (net of allowance for loan losses and unrealized gain (loss))		147,692							127,142							97,768
Total Assets	$	2,065,614						$	1,943,488						$	1,571,736
Interest-Bearing Liabilities:
Demand and NOW accounts	$	403,399		$	3,072	0.76		$	385,681		$	2,462	0.64		$	307,395		$	1,242	0.40
Savings deposits		182,589			19	0.01			180,065			20	0.01			139,335			15	0.01
Money market accounts		197,296			1,777	0.90			191,433			1,027	0.54			172,163			645	0.37
Certificate accounts		507,589			10,251	2.02			455,431			7,347	1.61			382,134			4,913	1.29
Total deposits		1,290,873			15,119	1.17			1,212,610			10,856	0.90			1,001,027			6,815	0.68
Borrowings		261,460			5,913	2.26			260,994			5,735	2.20			220,648			3,796	1.72
Total interest-bearing liabilities		1,552,333			21,032	1.35			1,473,604			16,591	1.13			1,221,675			10,611	0.87
Non-Interest Bearing Accounts		278,792							267,812							188,203
Other Liabilities		20,417							17,315							15,282
Total Liabilities		1,851,542							1,758,731							1,425,160
Stockholders’ Equity		214,072							184,757							146,576
Total liabilities and stockholders’ equity	$	2,065,614						$	1,943,488						$	1,571,736
Net Earning Assets	$	365,589						$	342,742						$	252,293
Net Interest Income				$	64,297						$	63,103						$	48,257
Net Interest Rate Spread (3)						3.10	%						3.26	%						3.13	%
Net interest margin (4)						3.35	%						3.47	%						3.27	%
Net interest margin, tax equivalent (5)						3.43	%						3.55	%						3.38	%
Average Interest-Earning Assets to Average Interest-Bearing Liabilities		123.55	%						123.26	%						120.65	%
(1) Average balances of securities is computed based on the average of the historical amortized cost balances without the effects of the fair value adjustments.
(2) Calculated net of deferred loan fees, loan discounts and loans in process.
(3) Interest rate spread is calculated by subtracting weighted average interest rate cost from weighted average interest rate yield for the period indicated.
(4) The net yield on weighted average interest-earning assets is calculated by dividing net interest income by weighted average interest-earning assets for the period indicated.
(5) Tax equivalent margin is calculated by taking non-taxable interest and grossing up by 21% applicable tax rate for 2018 and 2019 or 34% applicable tax rate for prior to 2018.

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Rate/Volume Analysis

The following table presents the dollar amount of changes in interest income and interest expense for major components of interest-earning assets and interest-bearing liabilities.  For each category of interest-earning assets and interest-bearing liabilities, information is provided on changes attributable to changes in volume, which are changes in volume multiplied by the old rate, and changes in rate, which is a change in rate multiplied by the old volume.  Changes attributable to both rate and volume, which cannot be segregated, are allocated proportionately to the change due to volume and the change due to rate.

	Year Ended December 31,
	2019 vs. 2018						2018 vs. 2017
	Increase (Decrease) Due to						Increase Due to
					Total
					Increase						Total
	Volume		Rate		(Decrease)		Volume		Rate		Increase
	(Dollars in thousands)
Interest-Earning Assets:
Interest-bearing deposits	$	11	$	30	$	41	$	9	$	111	$	120
Investment securities available for sale		510		(150)		360		2,813		513		3,326
Loans receivable		3,944		1,204		5,148		10,431		6,813		17,244
Stock in FHLB of Indianapolis		26		60		86		59		77		136
Total interest-earning assets	$	4,491	$	1,144	$	5,635	$	13,312	$	7,514	$	20,826
Interest-Bearing Liabilities:
Savings deposits	$	-	$	(1)	$	(1)	$	4	$	1	$	5
Money market accounts		31		719		750		72		310		382
Demand and NOW accounts		113		497		610		316		904		1,220
Certificate accounts		841		2,063		2,904		942		1,492		2,434
Borrowings		10		168		178		694		1,245		1,939
Total interest-bearing liabilities	$	995	$	3,446	$	4,441	$	2,028	$	3,952	$	5,980
Change in net interest income					$	1,194					$	14,846

Comparison of Results of Operations for the Years  Ended December 31, 2019 and 2018.

General.  Net income available to common stockholders for the year  ended December 31, 2019 was $23.8 million, or $2.77 basic and $2.74 diluted earnings per common share, compared to net income available to common stockholders of $18.9 million, or $2.25 basic and $2.21 diluted earnings per common share, for the year ended December 31, 2018. Net income for 2019 includes $1.0 million of one-time merger-related expenses, net of tax, related to the proposed merger with and into Northwest Bancshares discussed. Details regarding the proposed merger are discussed in Note 2 of these Notes to Consolidated Financial Statements contained in Item 8 of this Form 10-K. Net income for 2018 includes $1.9 million of one-time merger and system conversion expenses, net of tax, related to the acquisition of Universal. The details of our 2019 performance are set forth below and in our Consolidated Audited Financial Statements contained in Item 8 of this Form 10‑K,  and regarding the acquisition are discussed in Note 2.

Interest Income.  Total interest income increased $5.6 million, or 7.1%, to $85.3 million during the year  ended December 31, 2019 from $79.7 million during the year ended December 31, 2018.  The increase was a result of the $101.6 million increase in average interest-earning assets to $1.9 billion at year end 2019 and a six basis point increase in yield on average interest-earning assets to 4.45% in 2019 compared to 4.39% in 2018, due to the increase in average interest-earning assets due to an increase in the average loan portfolio of $82.2 million.  Interest income on loans in 2019 was $73.6 million compared to $68.5 million in 2018, a result of a $82.2 million increase in average loan balances due primarily to loans acquired from Universal which were held for the entire year and  an eight basis point increase in the weighted average yield on average loans in 2019 to 4.88%.  Interest income on investments, including

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FHLB stock, increased in 2019 by $446,000 to $11.4 million primarily due to the $18.3 million increase in average investments, including FHLB stock. 

Interest Expense.  Interest expense increased $4.4 million, or 26.8%, to $21.0 million during the year  ended December 31, 2019 compared to $16.6 million during the year ended December 31, 2018.  The reason for this increase was an increase in average interest-bearing liabilities of $78.7 million and a twenty-two basis point increase in weighted average rate paid on average interest-bearing liabilities.  The increase in average interest-bearing liabilities was a result of a $78.3 million increase in average interest-bearing deposits, primarily certificates of deposit.

Net Interest Income.  Net interest income before the provision for loan losses increased $1.2 million in 2019 compared to 2018.  The increase was a result of an increase of $101.6 million in average interest earning assets due primarily to an increase in the average loan portfolio of $82.2 million partially offset by an increase in the average deposits of $78.3 million.  Average net interest margin decreased to 3.35% in 2019 compared to 3.47% in 2018, while the average tax equivalent net interest margin decreased to 3.43% in 2019 compared to 3.55% in 2018.  For more information on our asset/liability management, especially as it relates to interest rate risk, see “Item 7A - Quantitative and Qualitative Disclosures About Market Risk” in this Form 10‑K.

Provision for Loan Losses.  The provision for loan losses for 2019 was $2.0 million compared to $2.1 million during 2018.  The decrease was primarily a result of a decrease in our non-performing assets and consistent loan balance of $1.5 billion at the end of 2019 and 2018.  Net charge-offs for 2019 increased $698,000 to $1.9 million, or 0.13% of total average loans for 2019 as compared to 0.09% for 2018.

Non-Interest Income.  Non-interest income increased by $5.3 million to $24.9 million in 2019.

	Year Ended				Amount		Percent
	12/31/2019		12/31/2018		Change		Change
	(Dollars in thousands)
Non-Interest Income:
Service fee income	$	8,949	$	7,937	$	1,012	12.75	%
Net realized gain on sale of securities		1,014		804		210	26.12
Commissions		4,787		4,865		(78)	(1.60)
Net gains on sales of loans		5,871		3,126		2,745	87.81
Net servicing fees		595		591		4	0.68
Increase in cash surrender value of life insurance		1,239		1,239		—	—
Loss on sale of other real estate and repossessed assets		(19)		(43)		24	(55.81)
Other income		2,485		1,055		1,430	135.55
Total	$	24,921	$	19,574	$	5,347	27.32	%

Non-interest income increased due to an increase of $2.7 million in net gains on sale of loans caused by a $110.5 million increase in loans sold in 2019 compared to 2018. Service fee income on deposit accounts increased $1.0 million due to increases in service charges on deposit accounts as interchange revenue has increased due to increased debit card activity, increases as a result of changes made in the structure of our deposit accounts in 2019, and a full year of increased number of accounts due to the acquisition of Universal in 2018. Other income increased $1.4 million primarily due to the sale of Visa B shares resulting in income of $881,000 that did not occur in 2018. Other income also increased $738,000 due to death benefits received on life insurance in 2019 partially offset by a $327,000 increase due to death benefits received on life insurance in 2018. 

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Non-Interest Expenses.  Non-interest expenses increased by $2.4 million to $61.2 million in 2019.

	Year Ended				Amount		Percent
	12/31/2019		12/31/2018		Change		Change
	(Dollars in thousands)
Non-Interest Expenses:
Salaries and employee benefits	$	36,313	$	32,964	$	3,349	10.16	%
Net occupancy expenses		4,055		3,965		90	2.27
Equipment expenses		2,441		2,514		(73)	(2.90)
Data processing fees		2,613		2,624		(11)	(0.42)
ATM and debit card expenses		2,334		2,290		44	1.92
Deposit insurance		413		898		(485)	(54.01)
Professional fees		2,706		2,177		529	24.30
Advertising and promotion		1,323		1,606		(283)	(17.62)
Software subscriptions and maintenance		3,014		2,719		295	10.85
Intangible amortization		779		1,103		(324)	(29.37)
Other real estate and repossessed assets		256		189		67	35.45
Other expenses		4,911		5,684		(773)	(13.60)
Total	$	61,158	$	58,733	$	2,425	4.13	%

The increase in non-interest expenses was primarily due to an increase of $3.3 million in salaries and employee benefits expense as a result of an increase in the number of mortgage loan originators resulting in increased mortgage loan origination of $114.4 million in 2019 that resulted in increased commission expense, higher health insurance expense as a result of increased claim activity and compensation payouts due to the death of an executive. Non-interest expenses were also higher due to $1.1 million of Northwest merger-related expenses primarily in professional fees and other expenses. These increases are offset by $2.4 million of merger-related expenses in 2018 consisting primarily of merger-related salaries and employee benefits expenses, service and software contract cancellation expenses including deconversion and professional fees not repeated in 2019. Non-interest expenses for 2019 also increased as a result of a full year of expenses related to the integration of Universal.  Deposit insurance decreased $485,000 primarily due to the Small Bank Assessment Credits received as a result of the FDIC reserve ratio exceeding 1.38%.

Income Tax Expense.  Income tax expense in 2019 decreased $601,000 compared to 2018.  The effective tax rate for 2019 was 9.0% compared to 13.6% for 2018.  The reason for the decrease was primarily due to the exercise of non-qualified options.  

Comparison of Results of Operations for the Years Ended December 31, 2018 and 2017.

General. Net income available to common stockholders for the year ended December 31, 2018 was $18.9 million, or $2.25 basic and $2.21 diluted earnings per common share, compared to net income available to common stockholders of $12.3 million, or $1.67 basic and $1.64 diluted earnings per common share, for the year ended December 31, 2017. Net income for 2018 includes $1.9 million of one-time merger and system conversion expenses, net of tax, related to the acquisition of Universal. The details of our 2018 performance are set forth below and in our Consolidated Audited Financial Statements contained in Item 8 of this Form 10‑K, and regarding the acquisition are discussed in Note 2.

Interest Income. Total interest income increased $20.8 million, or 35.4%, to $79.7 million during the year ended December 31, 2018 from $58.9 million during the year ended December 31, 2017. The increase was a result of the $342.4 million increase in average interest-earning assets to $1.8 billion at year end 2018 and a forty basis point increase in yield on average interest-earning assets to 4.39% in 2018 compared to 3.99% in 2017, due to the Universal acquisition and organic loan growth. Interest income on loans in 2018 was $68.5 million compared to $51.2 million in 2017, a result of a $241.5 million increase in average loan balances and a forty-eight basis point increase in the weighted average yield on average loans in 2018 to 4.80%. Interest income on investments, including FHLB stock, increased in 2018 by $3.5 million to $11.0 million primarily due to the Universal acquisition.

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Interest Expense.  Interest expense increased $6.0 million, or 56.4%, to $16.6 million during the year ended December 31, 2018 compared to $10.6 million during the year ended December 31, 2017. The reason for this increase was an increase in average interest-bearing liabilities of $251.9 million and a twenty-six basis point increase in weighted average rate paid on average interest-bearing liabilities. The increase in average interest-bearing liabilities was a result of a $211.6 million increase in average interest-bearing deposits, primarily due to the Universal acquisition and an increase of $40.3 million in average FHLB advances and other borrowings primarily as additional funding was used to fund increased loan demand and the Universal acquisition.

Net Interest Income.  Net interest income before the provision for loan losses increased $14.8 million in 2018 compared to 2017. The increase was a result of an increase of $342.4 million in average interest earning assets due primarily to an increase in the average loan portfolio of $241.5 million. This increase was aided by the average net interest margin increasing to 3.47% in 2018 compared to 3.27% in 2017, while the average tax equivalent net interest margin increased to 3.55% in 2018 compared to 3.38% in 2017. For more information on our asset/liability management, especially as it relates to interest rate risk, see “Item 7A - Quantitative and Qualitative Disclosures About Market Risk” in this Form 10‑K.

Provision for Loan Losses.  The provision for loan losses for 2018 was $2.1 million compared to $1.2 million during 2017. The increase was primarily a result of our organic loan portfolio growth over the last year and an increase in our non-performing assets. The loan mix also contributed to the increase in provision with commercial and non-real estate consumer loans making up 63.7% of the loan portfolio at the end of 2018 compared to 57.0% at of the end of 2017. Net charge-offs for 2018 and 2017 remained consistent at $1.2 million, or 0.09% and 0.10% of total average loans, respectively.

Non-Interest Income.  Non-interest income increased by $1.5 million to $19.6 million in 2018.

	Year Ended				Amount		Percent
	12/31/2018		12/31/2017		Change		Change
	(Dollars in thousands)
Non-Interest Income:
Service fee income	$	7,937	$	6,584	$	1,353	20.55	%
Net realized gain on sale of securities		804		708		96	13.56
Commissions		4,865		5,027		(162)	(3.22)
Net gains on sales of loans		3,126		3,887		(761)	(19.58)
Net servicing fees		591		391		200	51.15
Increase in cash surrender value of life insurance		1,239		1,113		126	11.32
Loss on sale of other real estate and repossessed assets		(43)		(122)		79	(64.75)
Other income		1,055		488		567	116.19
Total	$	19,574	$	18,076	$	1,498	8.29	%

Non-interest income increased due to an increase of $1.4 million in service fee income on deposit accounts due to increases in interchange income along with increases due to the increase in number of accounts due to the acquisition and a $567,000 increase in other income due to death benefits received on life insurance, as well as the sale of a low-income housing property that did not occur in 2017. These increases were partially offset by a decrease of $761,000 in gain on sale of mortgage loans caused by a decline in mortgage production.

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Non-Interest Expenses.  Non-interest expenses increased by $12.7 million to $58.7 million in 2018.

	Year Ended				Amount		Percent
	12/31/2018		12/31/2017		Change		Change
	(Dollars in thousands)
Non-Interest Expenses:
Salaries and employee benefits	$	32,964	$	27,229	$	5,735	21.06	%
Net occupancy expenses		3,965		3,133		832	26.56
Equipment expenses		2,514		1,773		741	41.79
Data processing fees		2,624		2,321		303	13.05
ATM and debit card expenses		2,290		1,676		614	36.63
Deposit insurance		898		724		174	24.03
Professional fees		2,177		1,855		322	17.36
Advertising and promotion		1,606		1,223		383	31.32
Software subscriptions and maintenance		2,719		2,202		517	23.48
Intangible amortization		1,103		264		839	317.80
Other real estate and repossessed assets		189		165		24	14.55
Other expenses		5,684		3,440		2,244	65.23
Total	$	58,733	$	46,005	$	12,728	27.67	%

The increase in non-interest expenses was primarily due to an increase of $5.7 million in salaries and employee benefits expense and $2.2 million of other expenses, a majority of which was a result of the acquisition and integration of Universal. The number of full-time employees increased from 390 at year end 2017 to 485 at year end 2018 causing the increase in salaries and employee benefits. Other increases related to the acquisition and integration of Universal included an increase of $832,000 of net occupancy expenses with the addition of 12 financial centers, an increase in equipment expenses of $741,000, an increase of $614,000 on ATM and debit card expenses and a $517,000 increase in software subscription and maintenance expenses. Intangible amortization increased as a result of the amortization of the $4.5 million of the Universal purchase price allocated to a core deposit intangible. One-time pretax merger-related expenses were $2.4 million consisting primarily of merger-related salaries and employee benefits expenses, service and software contract cancellation expenses including deconversion and professional fees.

Income Tax Expense. Income tax expense in 2018 decreased $3.8 million compared to 2017. The effective tax rate for 2018 was 13.6% compared to 35.6% for 2017. The reason for the decrease was primarily due to additional tax expense in 2017 caused by the revaluation of the Company’s deferred tax asset and the reduction in the Company’s federal corporate tax rate to 21% effective January 1, 2018, both a result of the Tax Cuts and Jobs Act which was enacted into law in December 2017. The effective tax rate excluding the $2.0 million tax expense resulting from the revaluation was 25.1% in 2017.

Liquidity

We are required to have enough cash and investments that qualify as liquid assets in order to maintain sufficient liquidity to ensure safe and sound operation.  Liquidity may increase or decrease depending upon the availability of funds and comparative yields on investments in relation to the return on loans.  Historically, we have maintained liquid assets above levels believed to be adequate to meet the requirements of normal operations, including potential deposit outflows.  Cash flow projections are regularly reviewed and updated to assure that adequate liquidity is maintained.

Liquidity management involves the matching of cash flow requirements of customers, who may be either depositors desiring to withdraw funds or borrowers needing assurance that sufficient funds will be available to meet their credit needs and the ability of the Company to manage those requirements.  The Company strives to maintain an adequate liquidity position by managing the balances and maturities of

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interest-earning assets and interest-bearing liabilities so that the balance it has in short-term investments at any given time will cover adequately any reasonably anticipated, immediate need for funds.  Additionally, the Bank maintains relationships with correspondent banks, which could provide funds on short-term notice if needed.  Our liquidity, represented by cash and cash-equivalents and investment securities, is a product of our operating, investing and financing activities.

Liquidity management is both a daily and long-term function of the management of the Company and the Bank. It is overseen by the Asset and Liability Management Committee.  The Board of Directors required the Bank to maintain a minimum liquidity ratio of 10% of deposits. At December 31, 2019, our ratio was 23.5%.  The Company is currently in excess of the minimum liquidity ratio set by the Board due to a larger investment portfolio.  Management continues to seek to reduce excess liquidity by utilizing proceeds generated from the investment portfolio to fund loan growth over the next few years as demand for loans increases while maintaining an adequate level of investments.  Excess liquidity is generally invested in short-term investments, such as overnight deposits and federal funds.  On a longer term basis, we maintain a strategy of investing in various lending products and investment securities, including mortgage-backed and municipal securities.  The Bank uses its sources of funds primarily to meet its ongoing commitments, pay maturing deposits, fund deposit withdrawals and fund loan commitments.

We maintain cash and investments that qualify as liquid assets to maintain adequate liquidity to ensure safe and sound operation and meet demands for funds (particularly withdrawals of deposits).  At December 31, 2019, on a consolidated basis, the Company had $417.9 million in cash and investment securities available for sale and $13.4 million in loans held for sale generally available for its cash needs.  We can also generate funds from borrowings, primarily FHLB advances, and, to a lesser degree, third party loans.  At December 31, 2019, the Bank had the ability to borrow an additional $76.8 million in FHLB advances and $80.0 million in fed funds.  In addition, we have historically sold 15‑ and 30‑year long-term, fixed-rate mortgage loans in the secondary market in order to reduce interest rate risk and to create another source of liquidity.  The Company is a separate legal entity from the Bank and must provide for its own liquidity.  In addition to its own operating expenses (many of which are paid to the Bank), the Company is responsible for paying amounts owed on its trust preferred securities, any dividends declared to its common stockholders, and interest and principal on outstanding debt.  The Company’s primary source of funds is Bank dividends, the payment of which is subject to regulatory limits.  At December 31, 2019, the Company, on an unconsolidated basis, had $3.1 million in cash, interest-bearing deposits and liquid investments generally available for its cash needs.

Our liquidity, represented by cash and cash equivalents and investment securities, is a product of our operating, investing and financing activities.  Our primary sources of funds are deposits, amortization, prepayments and maturities of outstanding loans and mortgage-backed securities, maturities of investment securities and other short-term investments and funds provided from operations.  While scheduled payments from the amortization of loans and mortgage-backed securities and maturing investment securities and short-term investments are relatively predictable sources of funds, deposit flows and loan prepayments are greatly influenced by general interest rates, economic conditions and competition.  In addition, we invest excess funds in short-term interest-earning assets, which provide liquidity to meet lending requirements.  We also generate cash through borrowings.  We utilize FHLB advances to leverage our capital base and provide funds for our lending and investment activities, and to enhance our interest rate risk management.

We use our sources of funds primarily to meet ongoing commitments, pay maturing deposits and fund withdrawals, and to fund loan commitments.  At December 31, 2019, the approved outstanding loan commitments, including unused lines of credit, amounted to $257.8 million.  Certificates of deposit scheduled to mature in one year or less at December 31, 2019, totaled $349.3 million.  It is management’s policy to offer deposit rates that are competitive with other local financial institutions. Based on this management strategy, we believe that a majority of maturing deposits will remain with the Bank.

Except as set forth above, management is not aware of any trends, events, or uncertainties that will have, or that are reasonably likely to have a material impact on liquidity, capital resources or operations.  

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Further, management is not aware of any current recommendations by regulatory agencies, which, if they were to be implemented, would have this effect.

Off-Balance Sheet Activities

In the normal course of operations, the Bank engages in a variety of financial transactions that are not recorded in our financial statements.  These transactions involve varying degrees of off-balance sheet credit, interest rate and liquidity risks.  These transactions are used primarily to manage customers’ requests for funding and take the form of loan commitments and lines of credit.  We also have off-balance sheet obligations to repay borrowings and deposits. For the year  ended December 31, 2019, we engaged in no off-balance sheet transactions likely to have a material effect on our financial condition, results of operations or cash flows.  At December 31, 2019, the Bank had $133.8 million in commitments to make loans, $7.6 million in undisbursed portions of closed loans, $113.1 million in unused lines of credit and $3.3 million in standby letters of credit.  In addition, on a consolidated basis, at December 31, 2019, the Company had $263.5 million in outstanding non-deposit borrowings, primarily FHLB advances, of which $108.9 million is due during 2020.

Capital Resources

The Bank is subject to minimum capital requirements imposed by the FDIC. See “Item 1 - Business- How We Are Regulated - Regulatory Capital Requirements.”  The FDIC may require the Bank to have additional capital above the specific regulatory levels if it believes the Bank is subject to increased risk due to asset problems, high interest rate risk and other risks.  

At December 31, 2019, the Bank’s regulatory capital exceeded the FDIC regulatory requirements, and the Bank was well-capitalized under regulatory prompt corrective action standards.  Consistent with our goals to operate a sound and profitable organization, our policy is for the Bank to maintain well-capitalized status. 

In May 2018, the Economic Growth, Regulatory Relief and Consumer Protection Act (the “Act”), was enacted to modify or remove certain financial reform rules and regulations, including some of those implemented under the Dodd-Frank Act. The Act expands the category of holding companies that may rely on the “Small Bank Holding Company and Savings and Loan Holding Company Policy Statement” (the “HC Policy Statement”) by raising the maximum amount of assets a qualifying holding company may have from $1.0 billion to $3.0 billion. This expansion also excludes such holding companies from the minimum capital requirements of the Dodd-Frank Act.

Our capital ratios at December 31, 2019 are reflected below:

										Minimum Required To
						Minimum Regulatory				Be Considered Well-
		Actual Capital Levels				Capital Levels				Capitalized
		Amount		Ratio		Amount		Ratio		Amount		Ratio
Leverage Capital Level (1) :
MutualBank		$	201,197	9.9	%	$	80,985	4.0	%	$	101,231	5.0	%
Common Equity Tier 1 Capital Level (2) :
MutualBank		$	201,197	13.0	%	$	69,574	4.5	%	$	100,496	6.5	%
Tier 1 Risk-Based Capital Level (3) :
MutualBank		$	201,197	13.0	%	$	92,766	6.0	%	$	123,688	8.0	%
Total Risk-Based Capital Level (4) :
MutualBank		$	214,504	13.9	%	$	123,688	8.0	%	$	154,610	10.0	%
(1)	Tier 1 Capital to Total Average Assets for the Leverage Ratio of $2.0 billion for the Bank at December 31, 2019.
(2)	Common Equity Tier 1 Capital to Risk-Weighted Assets of $1.5 billion for the Bank at December 31, 2019.
(3)	Tier 1 Capital to Risk-Weighted Assets.
(4)	Total Capital to Risk-Weighted Assets.

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Impact of Inflation

The effects of price changes and inflation can vary substantially for most financial institutions. While management believes that inflation affects the economic value of total assets, it believes that it is difficult to assess the overall impact. Management believes this to be the case due to the fact that generally neither the timing nor the magnitude of the inflationary changes in the consumer price index (“CPI”) coincides with changes in interest rates. For example, the price of one or more of the components of the CPI may fluctuate considerably and thereby influence the overall CPI without having a corresponding effect on interest rates or upon the cost of those goods and services normally purchased by us. In years of high inflation and high interest rates, intermediate and long-term interest rates tend to increase, thereby adversely impacting the market values of investment securities, mortgage loans and other long-term fixed rate loans. In addition, higher short-term interest rates caused by inflation tend to increase the cost of funds. In other years, the opposite may occur.

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Item 7A.  Quantitative and Qualitative Disclosures About Market Risk

Asset and Liability Management and Market Risk

Our Risk When Interest Rates Change.  The rates of interest we earn on assets and pay on liabilities generally is established contractually for a period of time.  Market interest rates change over time.  Accordingly, our results of operations, like those of other financial institutions, are impacted by changes in interest rates and the interest rate sensitivity of our assets and liabilities.  The risk associated with changes in interest rates and our ability to adapt to these changes is known as interest rate risk and is one of our most significant market risks.

Management continues to evaluate options to mitigate interest rate risk in an increasing interest rate environment during this cycle of extremely low interest rates.  This includes shortening assets and lengthening liabilities when possible.

How We Measure Our Risk of Interest Rate Changes.  As part of our attempt to manage our exposure to changes in interest rates, we monitor our interest rate risk.  In monitoring interest rate risk, we continually analyze and manage assets and liabilities based on their payment streams and interest rates, the timing of their maturities and their sensitivity to actual or potential changes in market interest rates.  In order to minimize the potential for adverse effects of material and prolonged changes in interest rates on our results of operations, the Bank’s board of directors establishes asset and liability management policies to better match the maturities and repricing terms of our interest-earning assets and interest-bearing liabilities.

These asset and liability policies are implemented by the Asset and Liability Management Committee, which is chaired by the Chief Financial Officer and is comprised of members of our senior management team.  The purpose of the Asset and Liability Management Committee is to communicate, coordinate and control asset/liability management issues consistent with our business plan and board-approved policies.  The committee establishes and monitors the volume and mix of assets and funding sources taking into account relative costs and spreads, interest rate sensitivity and liquidity needs.  The objective of these actions is to manage assets and funding sources consistent with liquidity, capital adequacy, growth, risk and profitability goals.  The Asset and Liability Management Committee generally meets monthly to review, among other things, economic conditions and interest rate outlook, current and projected liquidity needs and capital position, anticipated changes in the volume and mix of assets and liabilities and interest rate risk exposure limits versus current projections pursuant to a net present value of portfolio equity analysis and income simulations.  At each meeting, the Asset and Liability Management Committee recommends appropriate strategy changes based on this review.  The Chief Financial Officer is responsible for reviewing and reporting on the effects of the policy implementations and strategies to the Board of Directors, at least quarterly.

In order to manage our assets and liabilities and achieve the desired liquidity, credit quality, interest rate risk, profitability and capital targets, we have sought to:

· originate and purchase adjustable rate mortgage loans and commercial business loans;

· originate shorter-duration consumer loans,

· manage our deposits to establish stable deposit relationships,

· acquire longer-term borrowings at fixed rates, when appropriate, to offset the negative impact of longer-term fixed rate loans in our loan portfolio, and

· limit the percentage of long-term fixed-rate loans in our portfolio.

Depending on the level of general interest rates, the relationship between long and short-term interest rates, market conditions and competitive factors, the Asset and Liability Management Committee may increase our interest rate risk position somewhat in order to maintain our net interest margin and improve

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earnings.  We will continue to increase our emphasis on the origination of relatively short-term and/or adjustable rate loans.  In addition, in an effort to avoid an increase in the percentage of long-term, fixed-rate loans in our portfolio, during 2019 we sold in the secondary market $232.8 million of primarily fixed rate, one-to-four family mortgage loans with a term to maturity of 15 years or greater, which was 77.3% of all such loans originated by the Bank and its subsidiaries during the year.

If past rate movements are an indication of future changes, they usually are neither instantaneous nor do a majority of core deposits reprice at the same level as rates change. The following chart reflects the Bank’s percentage change in net interest income, over a one year time period, and net portfolio value (NPV) assuming an instantaneous parallel rate shock in a range from down 100 basis points to up 400 basis points as of December 31, 2019.

	Percentage Change in
	Net Interest Income		NPV
Rate Shock:
Up 400 basis points	(10.9)	%	(14.3)	%
Up 300 basis points	(7.8)	%	(9.2)	%
Up 200 basis points	(4.9)	%	(4.8)	%
Up 100 basis points	(2.3)	%	(1.4)	%
Down 100 basis points	(0.2)	%	(10.6)	%

The following chart indicates the Company’s percentage change in net interest income and NPV assuming rate movements that are not instantaneous but change gradually over one year.

	Percentage Change in
	Net Interest Income		NPV
Rate Shock:
Up 400 basis points	(1.6)	%	(12.6)	%
Up 300 basis points	(1.1)	%	(8.1)	%
Up 200 basis points	(0.7)	%	(4.1)	%
Up 100 basis points	(0.3)	%	(1.1)	%
Down 100 basis points	(0.4)	%	(10.2)	%

The analyses indicate that net interest income and NPV would decline in an instantaneous upward or downward rate shock.  While our balance sheet is slightly liability sensitive, the model does not take into consideration any rates below zero.  Since deposit rates are close to the floor, there would be limited opportunity to reprice deposits in a downward rate environment.

As with any method of measuring interest rate risk, certain shortcomings are inherent in the method of analysis presented in the chart.  For example, although certain assets and liabilities may have similar maturities or periods to repricing, they may react in different degrees to changes in market interest rates.  Also, the interest rates on certain types of assets and liabilities may fluctuate in advance of changes in market interest rates, while interest rates on other types may lag behind changes in market rates.  Additionally, certain assets, such as adjustable rate mortgage loans, have features which restrict changes in interest rates on a short-term basis and over the life of the asset.  Further, if interest rates change, expected rates of prepayments on loans and early withdrawals from certificates could deviate significantly from those assumed in calculating the tables.  Therefore, the Company also considers potential interest rate shocks that are not immediate parallel shocks in various rate scenarios.  Management currently believes that interest rate risk is managed appropriately in more practical rate shock scenarios than those in the chart above.

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Item 8.  Financial Statements and Supplementary Data

MutualFirst Financial, Inc.

Report of Independent Registered Public Accounting Firm and

Consolidated Financial Statements

December 31, 2019, 2018 and 2017

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Report of Independent Registered Public Accounting Firm

To the Stockholders, Board of Directors and Audit Committee

MutualFirst Financial, Inc.

Muncie, Indiana

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of MutualFirst Financial, Inc. (the "Company") as of December 31, 2019 and 2018, the related consolidated statements of income, comprehensive income, stockholders' equity and cash flows for each of the years in the three-year period ended December 31, 2019 and the related notes (collectively referred to as the "financial statements").  In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2019 and 2018, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2019, in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) ("PCAOB"), the Company's internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) and our report dated March 12, 2020, expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

Basis for Opinion

These financial statements are the responsibility of the Company's management.  Our responsibility is to express an opinion on the Company's financial statements based on our audits. 

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.  Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.  Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.  We believe that our audits provide a reasonable basis for our opinion.

We have served as the Company’s auditor since 1978.

/s/ BKD, LLP

Indianapolis, Indiana

March 12, 2020

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MutualFirst Financial, Inc.

Consolidated Balance Sheets

(In Thousands, Except Share and Per Share Data)

	December 31,		December 31,
	2019		2018
Assets
Cash and due from banks	$	11,192	$	13,078
Interest-bearing demand deposits		21,131		20,336
Cash and cash equivalents		32,323		33,414
Interest-bearing time deposits		3,496		4,239
Investment securities available for sale (carried at fair value)		385,622		370,875
Loans held for sale		13,397		3,987
Loans, net of allowance for loan losses of $13,307 and $13,281, at December 31, 2019 and December 31, 2018, respectively		1,476,925		1,482,662
Premises and equipment, net		24,505		25,641
Federal Home Loan Bank stock		13,115		13,034
Deferred tax asset, net		5,146		7,744
Cash value of life insurance		60,740		60,160
Goodwill		22,310		22,310
Core deposit intangibles		2,790		3,569
Other real estate owned and repossessed assets		1,995		2,013
Other assets		21,412		19,665
Total assets	$	2,063,776	$	2,049,313
Liabilities and Stockholders' Equity
Liabilities
Deposits
Noninterest-bearing	$	261,600	$	259,909
Interest-bearing		1,291,878		1,259,316
Total deposits		1,553,478		1,519,225
Federal Home Loan Bank advances		245,879		292,497
Other borrowings		17,573		17,988
Other liabilities		20,034		17,240
Total liabilities		1,836,964		1,846,950
Commitments and Contingencies
Stockholders' Equity
Common stock, $0.01 par value
Authorized - 20,000,000 shares
Issued and outstanding - 8,607,953 and 8,603,462 shares
at December 31, 2019 and December 31, 2018, respectively		86		86
Additional paid-in capital		114,667		117,883
Retained earnings		103,909		87,018
Accumulated other comprehensive income (loss)		8,150		(2,624)
Total stockholders' equity		226,812		202,363
Total liabilities and stockholders' equity	$	2,063,776	$	2,049,313

See Notes to Consolidated Financial Statements

77

MutualFirst Financial, Inc.

Consolidated Statements of Income

(In Thousands, Except Share and Per Share Data)

	2019		2018		2017
Interest and Dividend Income
Loans receivable	$	73,623	$	68,474	$	51,231
Investment securities		10,723		10,363		7,037
Federal Home Loan Bank stock		692		606		470
Deposits with financial institutions		291		251		130
Total interest and dividend income		85,329		79,694		58,868
Interest Expense
Deposits		15,119		10,856		6,815
Federal Home Loan Bank advances		4,950		4,869		3,604
Other		963		866		192
Total interest expense		21,032		16,591		10,611
Net Interest Income		64,297		63,103		48,257
Provision for loan losses		1,950		2,120		1,220
Net Interest Income After Provision for Loan Losses		62,347		60,983		47,037
Non-interest Income
Service fee income		8,949		7,937		6,584
Net realized gain on sales of available for sale securities		1,014		804		708
Commissions		4,787		4,865		5,027
Net gains on sales of loans		5,871		3,126		3,887
Net servicing fees		595		591		391
Increase in cash value of life insurance		1,239		1,239		1,113
Loss on sale of other real estate and repossessed assets		(19)		(43)		(122)
Other income		2,485		1,055		488
Total non-interest income		24,921		19,574		18,076
Non-interest Expenses
Salaries and employee benefits		36,313		32,964		27,229
Net occupancy expenses		4,055		3,965		3,133
Equipment expenses		2,441		2,514		1,773
Data processing fees		2,613		2,624		2,321
ATM and debit card expenses		2,334		2,290		1,676
Deposit insurance		413		898		724
Professional fees		2,706		2,177		1,855
Advertising and promotion		1,323		1,606		1,223
Software subscriptions and maintenance		3,014		2,719		2,202
Intangible amortization		779		1,103		264
Other real estate and repossessed assets		256		189		165
Other expenses		4,911		5,684		3,440
Total non-interest expenses		61,158		58,733		46,005
Income Before Income Tax		26,110		21,824		19,108
Income tax expense		2,359		2,960		6,793
Net Income	$	23,751	$	18,864	$	12,315
Earnings Per Common Share
Basic	$	2.77	$	2.25	$	1.67
Diluted	$	2.74	$	2.21	$	1.64
Dividends Per Common Share	$	0.80	$	0.74	$	0.66

See Notes to Consolidated Financial Statements

78

MutualFirst Financial, Inc.

Consolidated Statements of Comprehensive Income

(In Thousands)

	2019		2018		2017
Net Income	$	23,751	$	18,864	$	12,315
Other Comprehensive Income (Loss)
Net unrealized holding gain (loss) on securities available for sale		14,878		(2,912)		3,112
Reclassification adjustment for realized gains included in net income		(1,014)		(804)		(708)
Net unrealized loss related to defined benefit plan		(215)		(109)		(20)
		13,649		(3,825)		2,384
Income tax benefit (expense) related to other comprehensive income		(2,875)		820		(749)
Other comprehensive income (loss), net of tax		10,774		(3,005)		1,635
Comprehensive Income	$	34,525	$	15,859	$	13,950

See Notes to Consolidated Financial Statements

79

MutualFirst Financial, Inc.

Consolidated Statements of Stockholders’ Equity

(In Thousands, Except Share and Per Share Data)

			Additional				Accumulated Other
	Common		Paid-in		Retained		Comprehensive
	Stock		Capital		Earnings		Income (Loss)		Total
Balances December 31, 2016	$	73	$	74,164	$	67,055	$	(1,254)	$	140,038
Net income						12,315				12,315
Other comprehensive income, net of taxes								1,635		1,635
Stock options, exercised		1		1,155						1,156
Cash dividends, common stock ($0.66 per share)						(4,862)				(4,862)
Balances December 31, 2017	$	74	$	75,319	$	74,508	$	381	$	150,282
Net income						18,864				18,864
Other comprehensive loss, net of taxes								(3,005)		(3,005)
Stock options, exercised				253						253
Cash dividends, common stock ($0.74 per share)						(6,354)				(6,354)
Issuance of common stock related to acquisition		12		42,311						42,323
Balances December 31, 2018	$	86	$	117,883	$	87,018	$	(2,624)	$	202,363
Net income						23,751				23,751
Other comprehensive income, net of taxes								10,774		10,774
Stock repurchased		(1)		(4,261)						(4,262)
Stock options, exercised		1		1,045						1,046
Cash dividends, common stock ($0.80 per share)						(6,860)				(6,860)
Balances December 31, 2019	$	86	$	114,667	$	103,909	$	8,150	$	226,812

See Notes to Consolidated Financial Statements

80

MutualFirst Financial, Inc.

Consolidated Statements of Cash Flows

(In Thousands)

	2019		2018		2017
Operating Activities
Net income	$	23,751	$	18,864	$	12,315
Items not requiring cash
Provision for loan losses		1,950		2,120		1,220
Depreciation and amortization		6,689		5,634		4,278
Deferred income tax		(277)		3,465		3,562
Increase in cash value of life insurance		(1,239)		(1,239)		(1,113)
Net accretion of purchase accounting adjustments		31		(439)		264
Loans originated for sale		(216,107)		(122,172)		(116,887)
Proceeds from sales of loans held for sale		212,063		125,450		119,711
Net gain on sale of loans		(5,871)		(3,126)		(3,887)
Net gain on sale of securities, available for sale		(1,014)		(804)		(708)
Gain on bank owned life insurance		(738)		(327)		-
Loss on sale of other real estate and repossessed assets		19		43		122
Change in
Interest receivable and other assets		3,562		(1,798)		619
Interest payable and other liabilities		(2,302)		1,293		287
Other adjustments		231		164		259
Net cash provided by operating activities		20,748		27,128		20,042
Investing Activities
Net change in interest-bearing time deposits		743		6,361		(860)
Purchases of securities, available for sale		(76,520)		(108,809)		(86,499)
Proceeds from maturities and paydowns of securities, available for sale		44,156		31,920		26,622
Proceeds from sales of securities, available for sale		30,833		67,002		34,592
Purchase of Federal Home Loan Bank stock		(81)		(214)		(258)
Net change in loans		(27,333)		(66,903)		(32,901)
Net cash and cash equivalents paid in acquisition		-		(7,673)		-
Proceeds from sales of portfolio loans		26,624		-		18,543
Purchases of premises and equipment		(1,538)		(1,466)		(1,809)
Proceeds from sale of real estate owned and repossessed assets		2,703		1,598		980
Proceeds from bank owned life insurance		1,397		1,669		-
Proceeds from sale of premises and equipment		375		67		-
Net cash provided by (used in) investing activities		1,359		(76,273)		(41,079)
Financing Activities
Net change in
Noninterest-bearing, interest-bearing demand and savings deposits		20,041		(33,214)		50,235
Certificates of deposit		14,071		35,176		(1,583)
Proceeds from FHLB advances		397,700		545,500		414,700
Repayments of FHLB advances		(444,419)		(495,808)		(438,128)
Proceeds from other borrowings		-		10,000		-
Repayments of other borrowings		(515)		(335)		-
Cash dividends		(6,860)		(6,354)		(4,862)
Stock options exercised		1,046		253		1,156
Stock repurchased		(4,262)		-		-
Net cash provided by (used in) financing activities		(23,198)		55,218		21,518
Net Change in Cash and Cash Equivalents		(1,091)		6,073		481
Cash and Cash Equivalents, Beginning of Period		33,414		27,341		26,860
Cash and Cash Equivalents, End of Period	$	32,323	$	33,414	$	27,341

81

MutualFirst Financial, Inc.

Consolidated Statements of Cash Flows (continued)

(In Thousands)

Additional Cash Flows Information
Interest paid	$	21,036	$	15,972	$	10,505
Income tax paid		1,500		350		2,500
Transfers from loans to loans held for sale		26,937		-		-
Transfers from loans to foreclosed assets		2,414		1,879		624
Mortgage servicing rights capitalized		818		438		549
Right of use assets obtained in exchange for lease obligations		3,603		-		-
In conjunction with the acquisition, liabilities were assumed as follows:
Fair value of assets acquired	$	-	$	406,558	$	-
Cash paid in acquisition		-		(18,999)		-
Common stock issued		-		(42,323)		-
Liabilities assumed	$	-	$	345,236	$	-

See Notes to Consolidated Financial Statements

82

Note 1: Nature of Operations and Summary of Significant Accounting Policies

The accounting and reporting policies of MutualFirst Financial, Inc. (Company) and its wholly owned subsidiaries, MFBC Statutory Trust I, MutualFirst Risk Management, Inc., Mutual Risk Advisors, Inc., and MutualBank (Bank) and the Bank’s wholly owned subsidiaries, Mishawaka Financial Services, Inc., Mutual Federal Investment Company and the wholly owned subsidiary of Mutual Federal Investment Company, Mutual Federal REIT, Inc. and Summit Service Corp. and their wholly owned subsidiary, Summit Mortgage, Inc., conform to accounting principles generally accepted in the United States of America and reporting practices followed by the banking industry. The more significant of the policies are described below.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Material estimates that are particularly susceptible to significant change relate to the determination of the allowance for loan losses, goodwill, valuation of real estate acquired in connection with foreclosures or in satisfaction of loans, loan servicing rights, valuation of deferred tax assets, other-than-temporary impairments (OTTI) and fair value of financial instruments.

The Bank generates mortgage, consumer and commercial loans and receives deposits from customers located primarily in north, central and southern Indiana. The Bank’s loans are generally secured by specific items of collateral including real property, consumer assets and business assets. Mutual Federal Investment Company invests in various investment securities and loans through Mutual Federal REIT, Inc.

Consolidation - The consolidated financial statements include the accounts of the Company, the Bank, and the Bank’s subsidiaries, after elimination of all material intercompany transactions.

Cash Equivalents - The Company considers all liquid investments with original maturities of three months or less to be cash equivalents. At December 31, 2019 and 2018, cash equivalents consisted primarily of money market accounts with brokers and checking accounts with government sponsored entities.

At December 31, 2019, the Company’s cash accounts exceeded federally insured limits by approximately $4.7 million. Included in this amount are uninsured accounts of approximately $3.8 million at the Federal Reserve Bank of Chicago and Federal Home Loan Bank of Indianapolis.

Interest-bearing time deposits – The fair value of interest-bearing time deposits approximates carrying value.

Derivative Instruments – The Company occasionally enters into derivative financial instruments as part of its interest rate risk strategies. These derivative financial instruments consist primarily of interest rate swaps.  These instruments are carried at the fair value of the derivatives and reflects the estimated amounts that would have been received to terminate these contracts at the reporting date based upon pricing or valuation models applied to current market information.

The Company offers interest rate derivative products (e.g. interest rate swaps) to certain of its high-quality commercial borrowers. This product allows customers to enter into an agreement with the Company to swap their variable rate loan to a fixed rate. These derivative products are designed to reduce, eliminate or modify the risk of changes in the borrower’s interest rate. The extension of credit incurred through the execution of these derivative products is subject to the same approvals and rigorous underwriting standards as the related

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traditional credit product. The Company limits its risk exposure to these products by entering into a mirror-image, offsetting swap agreement with a separate, well-capitalized and rated counterparty. These transactions are ratified by the Asset Liability Committee. By using these interest rate swap arrangements, the Company is also better insulated from the interest rate risk associated with underwriting fixed-rate loans. These derivative products do not qualify for hedge accounting. The derivatives are recorded on the balance sheet at fair value and changes in fair value of both the customer and the offsetting swap agreements are recorded (and essentially offset) in non-interest income.

Investment Securities - Certain debt securities that management has the positive intent and ability to hold to maturity are classified as “held to maturity” and recorded at amortized cost. At December 31, 2019 and 2018, no securities were classified as held to maturity. Securities not classified as held to maturity, including equity securities with readily determinable fair values, are classified as “available for sale” and recorded at fair value, with unrealized gains and losses excluded from earnings and reported in other comprehensive income, net of tax. Purchase premiums and discounts are recognized in interest income using the interest method over the terms of the securities. Gains and losses on the sale of securities are recorded on the trade date and are determined using the specific identification method. When the Company does not intend to sell a debt security, and it is more likely than not the Company will not have to sell the security before recovery of its cost basis, it recognizes the credit component of an other-than-temporary impairment of a debt security in earnings and the remaining portion in other comprehensive income. For held to maturity debt securities, the amount of an other-than-temporary impairment recorded in other comprehensive income for the noncredit portion of a previous other-than-temporary impairment is amortized prospectively over the remaining life of the security on the basis of the timing of future estimated cash flows of the security.

The Company’s consolidated statement of income reflects the full impairment (that is, the differences between the security’s amortized cost basis and fair value) on debt securities that the Company intends to sell or would more likely than not be required to sell before the expected recovery of the amortized cost basis. For available for sale and held to maturity debt securities that management has no intent to sell and believes that it more likely than not will not be required to sell prior to recovery, only the credit loss component of the impairment is recognized in earnings, while the noncredit loss is recognized in accumulated other comprehensive income. The credit loss component recognized in earnings is identified as the amount of principal cash flows not expected to be received over the remaining term of the security as projected based on cash flow projections.

For equity securities, when the Company has decided to sell an impaired available for sale security and does not expect the fair value of the security to fully recover before the expected time of sale, the security is deemed other-than-temporarily impaired in the period in which the decision to sell is made. The Company recognizes an impairment loss when the impairment is deemed other than temporary even if a decision to sell has not been made.

Declines in the fair value of securities below their cost that are other-than-temporary are reflected as realized losses. In estimating other-than-temporary losses, management considers the length of time and extent that fair value has been less than cost, the financial condition and near-term prospects of the issuer, and the Company’s ability and intent to hold the security for a period sufficient to allow for any anticipated recovery in fair value.

Loans held for sale are carried at the lower of aggregate cost or market. Market is determined using the aggregate method. Net unrealized losses, if any, are recognized through a valuation allowance by charges to income based on the difference between estimated sales proceeds and aggregate cost.

Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoffs are reported at their outstanding principal balances adjusted for unearned income, charge-offs, the allowance for loan losses, any unamortized deferred fees or costs on originated loans and unamortized premiums or discounts on purchased loans.

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For loans amortized at cost, interest income is accrued based on the unpaid principal balance. Loan origination fees, net of certain direct origination costs, as well as premiums and discounts, are deferred and amortized as a level yield adjustment over the respective term of the loan.

The accrual of interest on mortgage, consumer and commercial loans is discontinued at the time the loan is 90 days past due unless the credit is well-secured and in process of collection. Past due status is based on contractual terms of the loan. In all cases, loans are placed on nonaccrual or charged off at an earlier date if collection of principal or interest is considered doubtful.

All interest accrued but not collected for loans that are placed on nonaccrual or charged off is reversed against interest income. The interest on these loans is accounted for on the cash-basis or cost-recovery method, until qualifying for return to accrual. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.

Discounts and premiums on purchased residential real estate and commercial loans is amortized to income using the interest method over the remaining period to contractual maturity, adjusted for anticipated prepayments.  Discounts and premiums on purchased consumer loans are recognized over the expected lives of the loans using methods that approximate the interest method.

Acquisition accounting and acquired loans – We account for our acquisitions under FASB ASC Topic 805, Business Combinations, which requires the use of the acquisition method of accounting. All identifiable assets acquired, including loans, are recorded at fair value. No allowance for loan losses related to the acquired loans is recorded on the acquisition date as the fair value methodology prescribed in FASB ASC Topic 820, Fair Value Measurements. The fair value estimates associated with the loans include estimates related to expected prepayments and the amount and timing of undiscounted expected principal, interest and other cash flows.

Allowance for loan losses - The allowance for loan losses is established as losses are estimated to have occurred through a provision for loan losses charged to income. Loan losses are charged against the allowance when management believes the inability to collect a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance.

We maintain an allowance for loan losses to absorb losses inherent in the loan portfolio. The allowance is based on ongoing, quarterly assessments of the estimated losses inherent in the loan portfolio. Our methodology for assessing the appropriateness of the allowance consists of several key elements, including the general allowance and specific allowances for identified problem loans and portfolio segments. In addition, the allowance incorporates the results of measuring impaired loans as provided in ASC 310, Receivables. These accounting standards prescribe the measurement methods, income recognition and disclosures related to impaired loans.

The general allowance is calculated by applying loss factors to outstanding loans based on the internal risk evaluation of such loans or pools of loans. Changes in risk evaluations of both performing and nonperforming loans affect the amount of the general allowance. Loss factors are based on our historical loss experience as well as on significant factors that, in management’s judgment, affect the collectability of the portfolio as of the evaluation date. The historical loss experience is determined by portfolio segment and is based on the actual loss history experienced by the Company over the prior three years. Management believes the three year historical loss experience methodology is appropriate in the current economic environment, as it captures loss rates that are comparable to the current period being analyzed.

The appropriateness of the allowance is reviewed by management based upon its evaluation of then-existing economic and business conditions affecting our key lending areas and other conditions, such as credit quality trends (including trends in non-performing loans expected to result from existing conditions), collateral values, loan volumes and concentrations, specific industry conditions within portfolio segments and recent loss experience in particular segments of the portfolio that existed as of the balance sheet date and the impact

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that such conditions were believed to have had on the collectability of the loan. Senior management reviews these conditions quarterly in discussions with our senior credit officers. To the extent that any of these conditions is evidenced by a specifically identifiable problem credit or portfolio segment as of the evaluation date, management’s estimate of the effect of such condition may be reflected as a specific allowance applicable to such credit or portfolio segment. Where any of these conditions is not evidenced by a specifically identifiable problem credit or portfolio segment as of the evaluation date, management’s evaluation of the loss related to this condition is reflected in the general allowance for loan losses. The evaluation of the inherent loss with respect to these conditions is subject to a higher degree of uncertainty because they are not identified with specific problem credits or portfolio segments.

The allowance for loan losses is based on estimates of losses inherent in the loan portfolio. Actual losses can vary significantly from the estimated amounts. Our methodology as described permits adjustments to any loss factor used in the computation of the general allowance in the event that, in management’s judgment, significant factors which affect the collectability of the portfolio as of the evaluation date are not reflected in the loss factors. By assessing the probable incurred losses inherent in the loan portfolio on a quarterly basis, we are able to adjust specific and inherent loss estimates based upon any more recent information that has become available.

The allowance for loan losses is evaluated on a regular basis by management and is based upon management’s periodic review of the ability to collect the loans in light of historical experience, the nature and volume of the loan portfolio, adverse situations that may affect the borrower’s ability to repay, estimated value of any underlying collateral and prevailing economic conditions. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available.

The allowance consists of allocated and general components. The allocated component relates to loans that are classified as impaired. For those loans that are classified as impaired, an allowance is established when the discounted cash flows (or collateral value or observable market price) of the impaired loan is lower than the carrying value of that loan. The general component covers non-classified loans and is based on historical charge-off experience and expected loss given default derived from the Company’s internal risk rating process. Other adjustments may be made to the allowance for pools of loans after an assessment of internal or external influences on credit quality that are not fully reflected in the historical loss or risk rating data.

A loan is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record and the amount of the shortfall in relation to the principal and interest owed. Impairment is measured on a loan-by-loan basis for commercial and construction loans by either the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s obtainable market price or the fair value of the collateral if the loan is collateral dependent.

Groups of loans with similar risk characteristics are collectively evaluated for impairment based on the group’s historical loss experience adjusted for changes in trends, conditions and other relevant factors that affect repayment of the loans. Accordingly, the Company does not separately identify individual consumer and residential loans for impairment measurements, unless such loans are the subject of a restructuring agreement due to financial difficulties of the borrower.

Premises and equipment are carried at cost net of accumulated depreciation. Depreciation is computed using the straight-line method based principally on the estimated useful lives of the assets which range from 3 

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to 50 years. Maintenance and repairs are expensed as incurred while major additions and improvements are capitalized. Gains and losses on dispositions are included in current operations.

Federal Home Loan Bank stock is a required investment for institutions that are members of the Federal Home Loan Bank (FHLB) system. The required investment in the common stock is based on a predetermined formula, carried at cost and is evaluated for impairment.

Mortgage-servicing assets are recognized separately when rights are acquired through purchase or through sale of financial assets. Under the servicing assets and liabilities accounting guidance, servicing rights resulting from the sale or securitization of loans originated by the Company are initially measured at fair value at the date of transfer. The Company subsequently measures each class of servicing asset using the amortization method. Under the amortization method, servicing rights are amortized in proportion to and over the period of estimated net servicing income. The amortized assets are assessed for impairment based on fair value at each reporting date.

Fair value is based on market prices for comparable mortgage servicing contracts, when available, or alternatively, is based on a valuation model that calculates the present value of estimated future net servicing income. The valuation model incorporates assumptions that market participants would use in estimating future net servicing income, such as the cost to service, the discount rate, the custodial earnings rate, an inflation rate, ancillary income, prepayment speeds and default rates and losses. These variables change from quarter to quarter as market conditions and projected interest rates change, and may have an adverse impact on the value of the mortgage servicing right and may result in a reduction to noninterest income.

Each class of separately recognized servicing assets subsequently measured using the amortization method are evaluated and measured for impairment. Impairment is determined by stratifying rights into tranches based on predominant characteristics, such as interest rate, loan type and investor type. Impairment is recognized through a valuation allowance for an individual tranche, to the extent that fair value is less than the carrying amount of the servicing assets for that tranche. The valuation allowance is adjusted to reflect changes in the measurement of impairment after the initial measurement of impairment. Changes in valuation allowances are reported with  net servicing fees on the income statement. Fair value in excess of the carrying amount of servicing assets for that stratum is not recognized.

Servicing fee income is recorded for fees earned for servicing loans. The fees are based on a contractual percentage of the outstanding principal or a fixed amount per loan and are recorded as income when earned. The amortization of mortgage servicing rights is netted against loan servicing fee income.

Intangible assets are being amortized on an accelerated basis over periods ranging from three to 15 years. Such assets are periodically evaluated as to the recoverability of their carrying value.

Goodwill is maintained by applying the provisions of ASC 350, Intangibles – Goodwill and Other. For purchase acquisitions, the Corporation is required to record the assets acquired, including identified intangible assets, and the liabilities assumed at their fair value, which in many instances involves estimates based on third party valuations, such as appraisals, or internal valuations based on discounted cash flow analysis or other valuation techniques that may include estimates of attrition, inflation, asset growth rates or other relevant factors. In addition, the determination of the useful lives for which an intangible asset will be amortized is subjective.

Under ASC 350, the Corporation is required to evaluate goodwill for impairment on an annual basis, as well as on an interim basis, if events or changes indicate that the asset may be impaired, indicating that the carrying value may not be recoverable. The Corporation has elected to test for goodwill impairment as of November 30 of each year and has determined that no impairment exists.

Income taxes are accounted for in accordance with income tax accounting guidance. The income tax accounting guidance results in two components of income tax expense:  current and deferred. Current

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income tax expense reflects taxes to be paid or refunded for the current period by applying the provisions of the enacted tax law to the taxable income or excess of deductions over revenues. The Company determines deferred income taxes using the balance sheet method. Under this method, the net deferred tax asset or liability is based on the tax effects of the differences between the book and tax bases of assets and liabilities, and enacted changes in tax rates and laws are recognized in the period in which they occur.

Deferred tax assets are evaluated on a quarterly basis for recoverability based on all available evidence. This process involves significant management judgment about assumptions that are subject to change from period to period based on changes in tax laws or variances between our future projected operating performance and our actual results. We are required to establish a valuation allowance for deferred tax assets if we determine, based on available evidence at the time the determination is made, that it is more likely than not that some portion or all of the deferred tax assets will not be realized. In determining the more-likely-than-not criterion, we evaluate all positive and negative available evidence as of the end of each reporting period. Future adjustments to the deferred tax asset valuation allowance, if any, will be determined based upon changes in the expected realization of the net deferred tax assets. The realization of the deferred tax assets ultimately depends on the existence of sufficient taxable income in either the carry back or carry forward periods under applicable tax laws. Due to significant estimates utilized in establishing the valuation allowance and the potential for changes in facts and circumstances, it is reasonably possible that we will be required to record adjustments to the valuation allowance in the near term if estimates of future taxable income during the carry forward period are reduced. Such a charge could have a material adverse effect on our results of operations, financial condition, and capital position.

Uncertain tax positions are recognized if it is more likely than not, based on the technical merits, that the tax position will be realized or sustained upon examination. The term more likely than not means a likelihood of more than 50 percent; the terms examined and upon examination also include resolution of the related appeals or litigation processes, if any. A tax position that meets the more-likely-than-not recognition threshold is initially and subsequently measured as the largest amount of tax benefit that has a greater than 50 percent likelihood of being realized upon settlement with a taxing authority that has full knowledge of all relevant information. The determination of whether or not a tax position has met the more-likely-than-not recognition threshold considers the facts, circumstances and information available at the reporting date and is subject to management’s judgment.

The Company recognizes interest and penalties on income taxes as a component of income tax expense.

The Company files consolidated income tax returns with its subsidiaries.

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Revenue Recognition The Company recognizes revenues as they are earned based on contractual terms, as transactions occur, or as services are provided and collectability is reasonably assured. The Company’s principal source of revenue is interest income from loans and leases and investment securities. The Company also earns noninterest income from various banking and financial services offered primarily through the Bank and its subsidiaries.

Interest Income – The largest source of revenue for the Company is interest income which is primarily recognized on an accrual basis according to nondiscretionary formulas in written contracts, such as loan and lease agreements or investment securities contracts.

Noninterest Income – The Company earns noninterest income through a variety of financial and transaction services provided to business and consumer clients such as trust and wealth advisory, deposit account, debit card, and mortgage banking. Revenue is recorded for noninterest income based on the contractual terms for the service or transaction performed. In certain circumstances, noninterest income is reported net of associated expenses.

Earnings per share is computed based upon the weighted-average common and common equivalent shares outstanding during each year.

Comprehensive income consists of net income and other comprehensive income, net of applicable income taxes. Other comprehensive income includes unrealized gains (losses) on available for sale securities, unrealized gains (losses) on available for sale securities for which a portion of an other-than-temporary impairment has been recognized in income, unrealized and realized gains and losses in derivative financial instruments and changes in the funded status of defined benefit pension plans.

Stock options - The Company has stock-based employee compensation plans, which are described more fully in Note 24 of these Notes to Consolidated Financial Statements.

Note 2: Business Combinations

Universal Bancorp

On February 28, 2018, the Company completed the 100% acquisition of Universal Bancorp (“Universal”). Universal and BloomBank, a wholly-owned subsidiary of Universal, merged with and into the Company and the Bank, respectively. BloomBank was headquartered in Bloomfield, Indiana and had 13 retail financial center offices serving counties in central and southern Indiana. Under terms of the merger agreement, shareholders of Universal received fixed consideration of 15.6 shares of MutualFirst common stock and $250.00 in cash for each share of Universal common stock. The Company issued approximately 1.2 million shares of common stock, which was valued at approximately $42.3 million. Based upon the February 28, 2018 closing price of $35.70 per share of MutualFirst common stock, the transaction had an implied valuation of approximately $61.3 million. The Company incurred approximately $340,000 and $2.4 million in pretax expenses related to the acquisition during 2019 and 2018, respectively. These expenses are classified in the non-interest expense section of the income statement, primarily in salaries and employee benefits, professional fees and other expenses. As a result of the acquisition, the Company was able to increase both its deposit and loan base and expects to reduce costs through economies of scale. Goodwill resulted from this transaction due to the expected synergies and economies of scale.

Under the acquisition method of accounting, the total purchase price is allocated to net tangible and intangible assets based on their current estimated fair values on the date of the acquisition. Based on preliminary valuations of the fair value of tangible and intangible assets acquired, liabilities assumed and related deferred tax impacts, which were based on assumptions that were subject to change as management evaluated, the purchase price for the Universal acquisition is detailed in the following table. If, prior to the end of the one-year measurement period for finalizing the purchase price allocation, information became available which indicated adjustments were required to the purchase price allocation, such adjustments would be

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recorded in the reporting period in which the adjustment amounts were determined. The first quarter of 2019 was the final period allowing for measurement period adjustments. There were no measurement period adjustments in 2019. Measurement period adjustments were calculated as if the accounting had been completed as of the acquisition date.

Assets			Liabilities
Cash and cash equivalents	$	11,326	Deposits
Interest-bearing time deposits		8,747	Non-interest bearing	$	81,061
Investment securities, available for sale		87,817	NOW accounts		66,372
			Savings and money market		85,690
Loans			Certificated of deposits		82,107
Commercial		203,489	Total deposits		315,230
Residential mortgage		36,410
Consumer		12,532	Borrowings		25,463
Total loans		252,431	Interest payable		81
			Subordinated debt		4,000
Premises and equipment, net		4,799	Other liabilities		462
Federal Home Loan Bank stock		1,637	Total liabilities assumed	$	345,236
Deferred tax asset, net		2,848
Cash value of life insurance		7,556
Goodwill		20,511
Core deposit intangible		4,545
Interest receivable		1,259
Other real estate owned and repossessed assets		1,009
Other assets		2,073
Total assets purchased	$	406,558
Common shares issued	$	42,323
Cash paid		18,999
Total purchase price	$	61,322

Of the total purchase price, $4.5 million was allocated to a core deposit intangible that is being amortized over its estimated life of 15 years. Of the remaining purchase price, $20.5 million was allocated to goodwill, which is not deductible for tax purposes. Loans acquired had a fair value of $252.4 million. The contractual principal at the acquisition date was $257.0 million. The $4.6 million is accreted into income for the performing loans or utilized for charging off non-performing loans.

Definitive Merger Agreement

On a Form 8-K filed on October 29, 2019, MutualFirst announced it had entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Northwest Bancshares, Inc. (“Northwest Bancshares”).  Pursuant to the Merger Agreement, at the closing of the merger MutualFirst will merge with and into Northwest Bancshares, with Northwest Bancshares as the surviving entity. Immediately thereafter, Mutual will merge with and into Northwest Bank, the wholly owned subsidiary of Northwest Bancshares, with Northwest Bank as the surviving entity.

Under the terms of the Merger Agreement, each share of common stock of MutualFirst will be converted into the right to receive 2.4 shares of Northwest Bancshares’s common stock, for total consideration valued at approximately $346 million at the date of the announcement.

The Merger Agreement has been approved by the Boards of Directors of Northwest Bancshares and MutualFirst.  Completion of the transaction is subject to customary closing conditions, including the receipt of required regulatory approvals and the approval of stockholders of MutualFirst. The parties anticipate completing the Merger during the second quarter 2020.

MutualFirst has also agreed not to (i) solicit proposals relating to alternative business combination transactions involving MutualFirst or Mutual or (ii) subject to certain exceptions, enter into discussions or an

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agreement concerning, or to provide confidential information in connection with, any proposals for alternative business combination transactions involving MutualFirst or Mutual.

Note 3: Impact of Accounting Pronouncements

In December 2019, the Financial Accounting Standards Board ("FASB") issued Account Standards Update ("ASU") 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. This ASU simplifies the accounting for income taxes by eliminating certain exceptions to the guidance in ASC 740 related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition for deferred tax liabilities for outside basis differences. ASU 2019-12 also simplifies aspects of the accounting for franchise taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. This guidance is effective for fiscal years beginning after December 15, 2020. Early adoption is permitted. This ASU is not expected to have a significant impact on the Company's financial statements.

In March 2019, the FASB issued ASU 2019-01, Leases (Topic 842): Codification Improvements. These amendments align the guidance for fair value of the underlying asset by lessors that are not manufacturers or dealers in Topic 842 with that of existing guidance. Finally, the ASU exempts both lessees and lessors from having to provide certain interim disclosures in the fiscal year in which a company adopts the new leases standard. The guidance is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early application is permitted. An entity should apply the amendments as of the date that it first applied Topic 842, using the same transition methodology in accordance with paragraph 842-10-65-1(c). The Company adopted Topic 842 on January 1, 2019 and applied the amendments in ASU 2019-01 as of the same date and it did not have a material impact on its accounting and disclosures.

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement. These amendments modify the disclosure requirements in Topic 820 as follows:

· Removal of the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy; the policy for timing of transfers between levels; and the valuation processes for Level 3 fair value measurements.

· For investments in certain entities that calculate net asset value, an entity is required to disclose the timing of liquidation of an investee’s assets and the date when restrictions from redemption might lapse only if the investee has communicated the timing to the entity or announced the timing publicly; and the amendments clarify that the measurement uncertainty disclosure is to communicate information about the uncertainty in measurement as of the reporting date.

· Additional disclosure of the changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period; and the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements.

The guidance is effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted. An entity is permitted to early adopt any removed or modified disclosures upon issuance of ASU No. 2018-13 and delay adoption of the additional disclosures until their effective date. The Company has assessed adoption of ASU 2018‑13 and it will not have a material effect on the Company's consolidated financial statements.

In June 2016, the Financial Accounting Standards Board issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Statements. Topic 326 amends guidance on reporting credit losses for assets held at amortized cost basis and available for sale debt securities. The ASU is intended to provide financial statement users with useful information about the expected credit losses on financial instruments and other commitments to extend credit.

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· The ASU requires financial assets measured at amortized cost (primarily loans) be presented at the amount net of a valuation allowance for credit losses, and that the income statement include the measurement of credit losses for newly recognized financial assets as well as changes in expected losses on previously recognized financial assets. The provisions of this ASU do not specify the method for measuring expected credit losses, and an entity is allowed to apply methods that reasonably reflect its expectations of the credit loss estimate. The new model will be based on relevant information including past events, historical experience, current conditions, and reasonable and supportive forecasts that affect the collectability of the asset. The provisions of this ASU differ from current U.S. generally accepted accounting principles (“GAAP”) in that current U.S. GAAP generally delays recognition of the full amount of credit losses until the loss is probable of occurring.

· This ASU requires that credit losses on available-for-sale debt securities be presented as an allowance rather than as a write-down.

This ASU was originally effective for the Company for interim and annual periods beginning in the first quarter of 2020, but on October 16, 2019, FASB approved a final ASU delaying the effective date for smaller reporting companies (as defined by the SEC), such as the Company. In November 2019, the FASB issued ASU No. 2019-10 which delayed the effective date of this ASU 2016-13 for the Company until fiscal years beginning after December 15, 2022. In November 2019, FASB issued ASU 2019-11, Codification Improvements to Financial Instruments – Credit Losses (Topic 326). This ASU clarifies guidance around how to report expected recoveries in which an organization recognizes a full or partial write-off of the amortized cost basis of a financial asset, but later determines that the write-off, or portion of the amount, will be recovered. This ASU permits organizations to record expected recoveries on Purchased Credit Deteriorated (PCD) financial assets, also. The ASU reinforces existing guidance that prohibits organizations from recording negative allowances for available-for-sale debt securities, as well. This ASU is effective for the Company for fiscal years after December 15, 2022. Early adoption is permitted. The Company was in the process of implementing a third-party software solution to assist in the application of the new standard for implementation in 2023, however this has been put on hold, due to the pending merger of the Company with Northwest Bancshares.

In February 2016, the FASB issued ASU 2016‑02, Leases. The objective of the amendment is to establish the principles that lessees and lessors shall apply to report useful information to users of financial statements about the amount, timing, and uncertainty of cash flows arising from a lease. These changes will increase transparency among companies by recognizing lease assets and liabilities on the balance sheet and disclosing additional information about lease arrangements. The amendments in this update were effective for annual and interim periods beginning in the first quarter of 2019. The Company has operating leases in place for some locations as well as equipment. In July 2018, the FASB issued ASU 2018-10, which provides narrow-scope improvements to the lease standard and ASU 2018-11, which allows entities to choose an additional transition method, under which an entity initially applies the new lease standard at the adoption date and recognizes a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. Under this transitional method, the entity shall recognize and measure the leases that exist at the adoption date and the prior comparative periods are not adjusted. The Company adopted this ASU as of January 1, 2019 using the transitional method. The new standard provides a number of optional practical expedients in transition. The Company has elected the practical expedients that allowed the Company to retain the classifications of existing leases, not re-assess if existing leases have initial direct costs and hindsight when determining the lease term and assessment of impairment. The Company adopted ASU 2016-02 on January 1, 2019 and recorded a right-of-use asset and lease liability of $3.6 million, based on the present value of the expected remaining lease payments.

Note 4: Restriction on Cash

The Bank is required to maintain reserve funds in cash and/or on deposit with the Federal Reserve Bank of Chicago. The reserve requirement at December 31, 2019 was $3.5 million.

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Note 5: Investment Securities

The amortized costs and approximate fair values, together with gross unrealized gains and losses on securities, are as follows:

	December 31, 2019
			Gross		Gross
			Unrealized		Unrealized
	Amortized Cost		Gains		Losses		Fair Value
Available for Sale Securities
Mortgage-backed securities	$	124,096	$	1,940	$	(235)	$	125,801
Collateralized mortgage obligations		91,013		562		(202)		91,373
Municipal obligations		156,845		9,417		(12)		166,250
Corporate obligations		2,991		-		(793)		2,198
Total investment securities	$	374,945	$	11,919	$	(1,242)	$	385,622

	December 31, 2018
			Gross		Gross
			Unrealized		Unrealized
	Amortized Cost		Gains		Losses		Fair Value
Available for Sale Securities
Mortgage-backed securities	$	106,094	$	296	$	(2,047)	$	104,343
Collateralized mortgage obligations		110,994		157		(1,870)		109,281
Municipal obligations		153,976		2,008		(1,088)		154,896
Corporate obligations		2,998		-		(643)		2,355
Total investment securities	$	374,062	$	2,461	$	(5,648)	$	370,875

All mortgage-backed securities and collateralized-mortgage obligations held by the Company as of December 31, 2019 were in government-sponsored and federal agency securities.

Certain investments in debt securities are reported in the financial statements at an amount less than their historical cost. Total fair value of these investments at December 31, 2019 and 2018 was $64.4 million and $206.9 million, which is approximately 16.7% and 55.8% of the Company’s investment portfolio at those dates.

Based on our evaluation of available evidence, including recent changes in market interest rates, management believes the fair value for the securities at less than historical cost for the periods presented are temporary.

Should the impairment of any of these securities become other-than-temporary, the cost basis of the investment will be reduced and the resulting loss recognized in net income in the period the other-than-temporary impairment is identified.

During 2019 and 2018, the Bank determined that its security holdings had no other-than-temporary impairment.

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The following tables show the gross unrealized losses and fair value of the Company’s investments, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position at December 31, 2019 and 2018:

	December 31, 2019
	Less than 12 Months				12 Months or More				Total
			Unrealized				Unrealized				Unrealized
	Fair Value		Losses		Fair Value		Losses		Fair Value		Losses
Available for Sale Securities
Mortgage-backed securities	$	8,718	$	(28)	$	16,925	$	(207)	$	25,643	$	(235)
Collateralized mortgage obligations		16,708		(56)		17,296		(146)		34,004		(202)
Municipal obligations		2,555		(12)		-		-		2,555		(12)
Corporate obligations		-		-		2,198		(793)		2,198		(793)
Total temporarily impaired securities	$	27,981	$	(96)	$	36,419	$	(1,146)	$	64,400	$	(1,242)

	December 31, 2018
	Less than 12 Months				12 Months or More				Total
			Unrealized				Unrealized				Unrealized
	Fair Value		Losses		Fair Value		Losses		Fair Value		Losses
Available for Sale Securities
Mortgage-backed securities	$	33,176	$	(348)	$	42,230	$	(1,699)	$	75,406	$	(2,047)
Collateralized mortgage obligations		15,139		(111)		64,495		(1,759)		79,634		(1,870)
Municipal obligations		35,501		(542)		14,018		(546)		49,519		(1,088)
Corporate obligations		-		-		2,355		(643)		2,355		(643)
Total temporarily impaired securities	$	83,816	$	(1,001)	$	123,098	$	(4,647)	$	206,914	$	(5,648)

Mortgage-Backed Securities (MBS) and Collateralized Mortgage Obligations (CMO)

The unrealized losses on the Company’s investment in CMOs and MBSs were caused by interest rate changes and illiquidity. The Company expects to recover the amortized cost basis over the term of the securities. Because (1) the decline in market value is attributable to changes in interest rates and illiquidity and not credit quality, (2) the Company does not intend to sell the investments and (3) it is more likely than not the Company will not be required to sell the investments before recovery of their amortized cost bases, which may be at maturity, the Company does not consider these investments to be other-than-temporarily impaired at December 31, 2019.

Municipal Obligations

The unrealized losses on the Company’s investments in securities of state and political subdivisions were caused by changes in interest rates and illiquidity. The contractual terms of those investments do not permit the issuer to settle the securities at a price less than the par value of the investments. At December 31, 2019,  the Company does not intend to sell the investments and it is not more likely than not that the Company will not be required to sell these investments. The Company does not consider any of these investment securities to be other-than-temporarily impaired at December 31, 2019.

Corporate Obligations

The Company’s unrealized loss on investments in corporate obligations primarily relates to an investment in a pooled trust preferred security. The unrealized losses were primarily due to illiquidity.

Other-Than-Temporary Impairment

Upon acquisition of a security, the Company decides whether it is within the scope of the accounting guidance for beneficial interests in securitized financial assets or whether it will be evaluated for impairment under the accounting guidance for investments in debt and equity securities.

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The accounting guidance for beneficial interests in securitized financial assets provides incremental impairment guidance for a subset of the debt securities within the scope of the guidance for investments in debt and equity securities. For securities that are a beneficial interest in securitized financial assets, the Company uses the beneficial interests in securitized financial asset impairment model. For securities that are not a beneficial interest in securitized financial assets, the Company uses debt and equity securities impairment model.

The Company conducts periodic reviews to identify and evaluate each investment security to determine whether an other-than-temporary impairment has occurred. Economic models are used to determine whether an other-than-temporary impairment has occurred on these securities. While all securities are considered, the securities primarily impacted by other-than-temporary impairment testing are private-label mortgage-backed securities and trust preferred securities.

The Bank’s trust preferred securities valuation was prepared by an independent third party. Their approach to determining fair value involved several steps including:

· Detailed credit and structural evaluation of each piece of collateral in the trust preferred securities;

· Collateral performance projections for each piece of collateral in the trust preferred security;

· Terms of the trust preferred structure, as laid out in the indenture; and

· Discounted cash flow modeling.

The Company uses market-based yield indicators as a baseline for determining appropriate discount rates, and then adjusts the resulting discount rates on the basis of its credit and structural analysis of specific trust preferred securities. The primary focus is on the returns a fixed income investor would require in order to allocate capital on a risk adjusted basis. There is currently no active market for pooled trust preferred securities; however, the Company looks principally to market yields for stand-alone trust preferred securities issued by banks, thrifts and insurance companies for which there is an active and liquid market. The next step is to make a series of adjustments to reflect the differences that exist between these products (both credit and structural) and, most importantly, to reflect idiosyncratic credit performance differences (both actual and projected) between these products and the underlying collateral in the specific trust preferred security. Importantly, as part of the analysis described above, MutualFirst considers the fact that structured instruments frequently exhibit leverage not present in stand-alone instruments, and makes adjustments as necessary to reflect this additional risk.

The default and recovery probabilities for each piece of collateral were formed based on the evaluation of the collateral credit and a review of historical industry default data and current/near-term operating conditions. For collateral that has already defaulted, the Company assumed no recovery. For collateral that was in deferral, the Company assumed a recovery of 10% of par for banks, thrifts or other depository institutions and 15% of par for insurance companies. Although the Company conservatively assumed that the majority of the deferring collateral continues to defer and eventually defaults, we also recognize there is a possibility that some deferring collateral may become current at some point in the future.

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The amortized cost and fair value of securities available for sale at December 31, 2019, by contractual maturity, are shown below. Expected maturities will differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties.

	Available for Sale
Description of Securities	Amortized Cost		Fair Value
Security obligations due
Within one year	$	-	$	-
One to five years		952		1,002
Five to ten years		17,197		17,939
After ten years		141,687		149,507
		159,836		168,448
Mortgage-backed securities		124,096		125,801
Collateralized mortgage obligations		91,013		91,373
Totals	$	374,945	$	385,622

The carrying value of securities pledged as collateral, to secure swap position was $2.7 million as of December 31, 2019. The Company did not have securities pledged as collateral as of December 31, 2018.

Proceeds from sales of securities available for sale during 2019, 2018 and 2017 were $30.8 million, $67.0 million and $34.6 million, respectively. Gross gains of $1.0 million, $892,000 and $776,000 in 2019, 2018 and 2017 were recognized on those sales. Gross losses of $5,000,  $88,000 and $68,000 were recognized on those sales in 2019, 2018 and 2017, respectively.

Note 6: Loans and Allowance

Classes of loans at December 31, 2019 and 2018 include:

	December 31,		December 31,
	2019		2018
Real estate
Commercial	$	504,241	$	485,808
Commercial construction and development		49,496		53,310
Consumer closed end first mortgage		415,865		464,539
Consumer open end and junior liens		75,596		77,072
Total real estate loans		1,045,198		1,080,729
Other loans
Consumer loans
Auto		57,107		43,667
Boat/RVs		213,305		216,608
Other consumer loans		7,319		6,893
Commercial and industrial		166,019		149,359
Total other loans		443,750		416,527
Total loans		1,488,948		1,497,256
Undisbursed loans in process		(7,516)		(10,096)
Unamortized deferred loan costs, net		8,800		8,783
Allowance for loan losses		(13,307)		(13,281)
Net loans	$	1,476,925	$	1,482,662

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Year-end non-accrual loans, segregated by class of loans, were as follows:

	December 31,		December 31,
	2019		2018
Real estate
Commercial	$	756	$	4,782
Commercial construction and development		631		62
Consumer closed end first mortgage		3,682		2,777
Consumer open end and junior liens		352		273
Other loans
Consumer loans
Auto		256		88
Boat/RVs		944		470
Other consumer loans		51		46
Commercial and industrial		368		91
Total nonaccrual loans	$	7,040	$	8,589

Nonaccrual Loans and Past Due Loans

Loans are considered past due if the required principal and interest payments have not been received as of the date such payments were due. Loans are placed on non-accrual status when the loan is greater than 90 days past due, the borrower, in management’s opinion, may be unable to meet payment obligations as they become due or when required by regulatory provisions.

All interest accrued but not collected for loans that are placed on nonaccrual or charged off is reversed against interest income. The interest on these loans is accounted for on the cash-basis or cost-recovery method, until qualifying for return to accrual status. Loans are returned to accrual status when all the principal

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and interest amounts contractually due are brought current and future payments are reasonably assured and generally only after six months of satisfactory performance.

An age analysis of the Company’s past due loans, segregated by class of loans, as of December 31, 2019 and 2018 are as follows:

	December 31, 2019
													Total Loans
													90 Days
	30‑59		60‑89		90 Days		Total				Total		Past Due
	Days Past		Days Past		or More		Past				Loans		and
	Due		Due		Past Due		Due		Current		Receivable		Accruing
Real estate
Commercial	$	2,218	$	2,751	$	422	$	5,391	$	498,850	$	504,241	$	-
Commercial construction and development		114		-		631		745		48,751		49,496		-
Consumer closed end first mortgage		5,731		1,774		2,294		9,799		406,066		415,865		156
Consumer open end and junior liens		447		220		308		975		74,621		75,596		-
Other loans
Consumer loans
Auto		424		104		208		736		56,371		57,107		-
Boat/RVs		1,892		692		475		3,059		210,246		213,305		-
Other consumer loans		128		68		49		245		7,074		7,319		-
Commercial and industrial		855		108		368		1,331		164,688		166,019		-
Total	$	11,809	$	5,717	$	4,755	$	22,281	$	1,466,667	$	1,488,948	$	156

	December 31, 2018
													Total Loans
													90 Days
	30‑59		60‑89		90 Days		Total				Total		Past Due
	Days Past		Days Past		or More		Past				Loans		and
	Due		Due		Past Due		Due		Current		Receivable		Accruing
Real estate
Commercial	$	1,145	$	536	$	4,377	$	6,058	$	479,750	$	485,808	$	-
Commercial construction and development		4,633		-		61		4,694		48,616		53,310		-
Consumer closed end first mortgage		7,847		1,662		2,696		12,205		452,334		464,539		517
Consumer open end and junior liens		353		114		220		687		76,385		77,072		-
Other loans
Consumer loans
Auto		257		16		72		345		43,322		43,667		-
Boat/RVs		2,174		594		350		3,118		213,490		216,608		-
Other consumer loans		65		8		41		114		6,779		6,893		-
Commercial and industrial		617		93		91		801		148,558		149,359		-
Total	$	17,091	$	3,023	$	7,908	$	28,022	$	1,469,234	$	1,497,256	$	517

Impaired Loans

Loans are considered impaired in accordance with the impairment accounting guidance (ASC 310‑10‑35‑16), when, based on current information and events, it is probable the Company will be unable to collect all amounts due from the borrower in accordance with the contractual terms of the loan. Impaired loans include nonperforming commercial loans but also include loans modified in troubled debt restructurings where concessions have been granted to borrowers experiencing financial difficulties. These concessions could

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include a reduction in the interest rate on the loan, payment extensions, forgiveness of principal, forbearance or other actions intended to maximize collection.

Interest on impaired loans is recorded based on the performance of the loan. All interest received on impaired loans that are on nonaccrual status is accounted for on the cash-basis method until qualifying for return to accrual status. Interest is accrued per the contract for impaired loans that are performing.

The following tables present impaired loans as of December 31, 2019, 2018 and 2017:

	December 31, 2019
							Average
			Unpaid				Investment		Interest
	Recorded		Principal		Specific		in Impaired		Income
	Balance		Balance		Allowance		Loans		Recognized
Loans without a specific valuation allowance
Real estate
Commercial	$	5,542	$	5,542	$	-	$	5,878	$	377
Commercial construction and development		642		642		-		496		17
Consumer closed end first mortgage		844		844		-		903		-
Other loans
Commercial and industrial		44		44		-		86		2
Loans with a specific valuation allowance
Real estate
Consumer closed end first mortgage		337		337		40		269		-
Other loans
Consumer loans
Boat and RV		251		251		87		101		-
Total
Real estate
Commercial	$	5,542	$	5,542	$	-	$	5,878	$	377
Commercial construction and development	$	642	$	642	$	-	$	496	$	17
Consumer closed end first mortgage	$	1,181	$	1,181	$	40	$	1,172	$	-
Other loans
Consumer loans
Boat and RV	$	251	$	251	$	87	$	101	$	-
Commercial and industrial	$	44	$	44	$	-	$	86	$	2
Total	$	7,660	$	7,660	$	127	$	7,733	$	396

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	December 31, 2018
							Average
			Unpaid				Investment		Interest
	Recorded		Principal		Specific		in Impaired		Income
	Balance		Balance		Allowance		Loans		Recognized
Loans without a specific valuation allowance
Real estate
Commercial	$	6,324	$	6,377	$	-	$	1,882	$	-
Commercial construction and development		549		549		-		633		27
Consumer closed end first mortgage		1,137		1,137		-		1,260		-
Commercial and industrial		131		131		-		167		5
Loans with a specific valuation allowance
Real estate
Commercial		174		214		100		206		-
Total
Real estate
Commercial	$	6,498	$	6,591	$	100	$	2,088	$	-
Commercial construction and development	$	549	$	549	$	-	$	633	$	27
Consumer closed end first mortgage	$	1,137	$	1,137	$	-	$	1,260	$	-
Commercial and industrial	$	131	$	131	$	-	$	167	$	5
Total	$	8,315	$	8,408	$	100	$	4,148	$	32

	December 31, 2017
							Average
			Unpaid				Investment		Interest
	Recorded		Principal		Specific		in Impaired		Income
	Balance		Balance		Allowance		Loans		Recognized
Loans without a specific valuation allowance
Real estate
Commercial	$	878	$	878	$	-	$	765	$	1
Commercial construction and development		700		700		-		762		33
Consumer closed end first mortgage		1,543		1,543		-		1,451		1
Commercial and industrial		272		342		-		216		5
Loans with a specific valuation allowance
Real estate
Commercial		214		214		100		214		-
Total
Real estate
Commercial	$	1,092	$	1,092	$	100	$	979	$	1
Commercial construction and development	$	700	$	700	$	-	$	762	$	33
Consumer closed end first mortgage	$	1,543	$	1,543	$	-	$	1,451	$	1
Commercial and industrial	$	272	$	342	$	-	$	216	$	5
Total	$	3,607	$	3,677	$	100	$	3,408	$	40

The following information presents the credit risk profile of the Company’s loan portfolio based on rating category and payment activity as of December 31, 2019 and 2018.

Commercial Loan Grades

Definition of Loan Grades. Loan grades are numbered 1 through 8. Grades 1‑4 are "pass" credits, grade 5 [Special Mention] loans are "criticized" assets, and grades 6 [Substandard], 7 [Doubtful] and 8 [Loss] are

100

"classified" assets. The use and application of these grades by the Bank conform to the Bank’s policy and regulatory definitions.

Pass. Pass credits are loans in grades prime through fair. These are at least considered to be credits with acceptable risks and would be granted in the normal course of lending operations.

Special Mention. Special mention credits have potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the credits or in the Bank’s credit position at some future date. If weaknesses cannot be identified, classifying as special mention is not appropriate. Special mention credits are not adversely classified and do not expose the Bank to sufficient risk to warrant an adverse classification. No apparent loss of principal or interest is expected.

Substandard. Substandard credits are inadequately protected by the current sound worth and paying capacity of the obligor or by the collateral pledged. Financial statements normally reveal some or all of the following:  poor trends, lack of earnings and cash flow, excessive debt, lack of liquidity, and the absence of creditor protection. Credits so classified must have a well-defined weakness, or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected.

Doubtful. A doubtful extension of credit has all the weaknesses inherent in a substandard asset with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable. The possibility of loss is extremely high, but because of certain important and reasonably specific pending factors that may work to the advantage and strengthening of the asset, its classification as an estimated loss is deferred until its more exact status may be determined. Pending factors include proposed merger, acquisition, or liquidation procedures, capital injection, perfecting liens on additional collateral, and refinancing plans. Doubtful classification for an entire credit should be avoided when collection of a specific portion appears highly probable with the adequately secured portion graded Substandard.

Retail Loan Grades

Pass. Pass credits are loans that are currently performing as agreed and are not troubled debt restructurings.

Special Mention. Special mention credits have potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the credits or in the Bank’s credit position at some future date. If weaknesses cannot be identified, classifying as special mention is not appropriate. Special mention credits are not adversely classified and do not expose the Bank to sufficient risk to warrant an adverse classification. No apparent loss of principal or interest is expected.

Substandard. Substandard credits are loans that have reason to be considered to have a weakness and placed on non-accrual. This would include all retail loans over 90 days and troubled debt restructurings.

101

	December 31, 2019
	Commercial								Consumer
			Special
	Pass		Mention		Substandard		Doubtful		Pass		Substandard		Total
Real estate
Commercial	$	469,840	$	21,837	$	12,564	$	-					$	504,241
Commercial construction and development		46,384		2,112		1,000		-						49,496
Consumer closed end first mortgage									$	411,372	$	4,493		415,865
Consumer open end and junior liens										75,188		408		75,596
Other loans
Consumer loans
Auto										56,836		271		57,107
Boat/RVs										212,098		1,207		213,305
Other consumer loans										7,265		54		7,319
Commercial and industrial		158,312		3,205		4,502		-						166,019
	$	674,536	$	27,154	$	18,066	$	-	$	762,759	$	6,433	$	1,488,948

	December 31, 2018
	Commercial								Consumer
			Special
	Pass		Mention		Substandard		Doubtful		Pass		Substandard		Total
Real estate
Commercial	$	465,888	$	9,501	$	10,419	$	-					$	485,808
Commercial construction and development		46,649		6,112		549		-						53,310
Consumer closed end first mortgage									$	459,771	$	4,768		464,539
Consumer open end and junior liens										76,752		320		77,072
Other loans
Consumer loans
Auto										43,559		108		43,667
Boat/RVs										215,830		778		216,608
Other consumer loans										6,835		58		6,893
Commercial and industrial		141,705		4,009		3,645		-						149,359
	$	654,242	$	19,622	$	14,613	$	-	$	802,747	$	6,032	$	1,497,256

Allowance for Loan Losses

The risk characteristics of each loan portfolio segment are as follows:

Commercial Loans

Commercial real estate loans are viewed primarily as cash flow loans and secondarily as loans secured by real estate. Commercial real estate lending typically involves higher loan principal amounts and the repayment of these loans is generally dependent on the successful operation of the property securing the loan or the business conducted on the property securing the loan. Commercial real estate loans may be more adversely affected by conditions in the real estate markets or in the general economy. The properties securing the Company’s commercial real estate portfolio are diverse in terms of type and geographic location. Management monitors and evaluates commercial real estate loans based on collateral, geography and risk grade criteria. As a general rule, the Company avoids financing single purpose projects unless other underwriting factors are present to help mitigate risk. In addition, management tracks the level of owner-occupied commercial real estate loans versus non-owner occupied loans.

102

Commercial construction loans are underwritten utilizing feasibility studies, independent appraisal reviews, sensitivity analyses of absorption and lease rates and financial analyses of the developers and property owners. Construction loans are generally based on estimates of costs and value associated with the complete project. These estimates may be inaccurate. Construction loans often involve the disbursement of substantial funds with repayment substantially dependent on the success of the ultimate project. Sources of repayment for these types of loans may be pre-committed permanent loans from approved long-term lenders, sales of developed property or an interim loan commitment from the Company until permanent financing is obtained. These loans are closely monitored by on-site inspections and are considered to have higher risks than other real estate loans due to their ultimate repayment being sensitive to interest rate changes, governmental regulation of real property, general economic conditions and the availability of long-term financing.

Commercial business loans are primarily based on the identified cash flows of the borrower and secondarily on the underlying collateral provided by the borrower. The cash flows of borrowers, however, may not be as expected and the collateral securing these loans may fluctuate in value. Most commercial loans are secured by the assets being financed or other business assets such as accounts receivable or inventory and may incorporate a personal guarantee; however, some loans may be made on an unsecured basis. In the case of loans secured by accounts receivable, the availability of funds for the repayment of these loans may be substantially dependent on the ability of the borrower to collect amounts due from its customers.

Residential and Consumer

With respect to residential loans that are secured by one-to-four family residences and are primarily owner occupied, the Company generally establishes a maximum loan-to-value ratio and requires private mortgage insurance (PMI) if that ratio is exceeded. Consumer open end and junior lien loans are typically secured by a subordinate interest in one-to-four family residences, and other consumer loans are secured by consumer assets such as automobiles or recreational vehicles. Some consumer loans are unsecured such as small installment loans and certain lines of credit. Repayment of these loans is primarily dependent on the personal income of the borrowers, which can be impacted by economic conditions in their market areas such as unemployment levels. Repayment can also be impacted by changes in property values on residential properties. Risk is mitigated by the fact that the loans are of smaller individual amounts and spread over a large number of borrowers.

103

The following tables detail activity in the allowance for loan losses by portfolio segment for the years ended December 31, 2019, 2018 and 2017. Allocation of a portion of the allowance to one category of loans does not preclude its availability to absorb losses on other segments.

	December 31, 2019
	Commercial		Mortgage		Consumer		Total
Allowance for loan losses:
Balance, beginning of period	$	8,426	$	1,548	$	3,307	$	13,281
Provision charged (credited) to expense		322		(79)		1,707		1,950
Losses charged off		(202)		(241)		(1,714)		(2,157)
Recoveries		28		4		201		233
Balance, end of period	$	8,574	$	1,232	$	3,501	$	13,307

	December 31, 2018
	Commercial		Mortgage		Consumer		Total
Allowance for loan losses:
Balance, beginning of period	$	7,704	$	1,761	$	2,922	$	12,387
Provision charged (credited) to expense		914		(57)		1,263		2,120
Losses charged off		(204)		(174)		(1,088)		(1,466)
Recoveries		12		18		210		240
Balance, end of period	$	8,426	$	1,548	$	3,307	$	13,281

	December 31, 2017
	Commercial		Mortgage		Consumer		Total
Allowance for loan losses:
Balance, beginning of year	$	7,358	$	2,303	$	2,721	$	12,382
Provision charged (credited) to expense		483		(271)		1,008		1,220
Losses charged off		(161)		(284)		(967)		(1,412)
Recoveries		24		13		160		197
Balance, end of period	$	7,704	$	1,761	$	2,922	$	12,387

104

The following tables provide a breakdown of the allowance for loan losses and loan portfolio balances by segment as of December 31, 2019, 2018 and 2017.

	December 31, 2019
	Commercial		Mortgage		Consumer		Total
Allowance balances
Individually evaluated for impairment	$	-	$	40	$	87	$	127
Collectively evaluated for impairment		8,574		1,192		3,414		13,180
Total allowance for loan losses	$	8,574	$	1,232	$	3,501	$	13,307
Loan balances
Individually evaluated for impairment	$	6,228	$	1,181	$	251	$	7,660
Collectively evaluated for impairment		713,528		414,684		353,076		1,481,288
Gross loans	$	719,756	$	415,865	$	353,327	$	1,488,948

	December 31, 2018
	Commercial		Mortgage		Consumer		Total
Allowance balances
Individually evaluated for impairment	$	100	$	-	$	-	$	100
Collectively evaluated for impairment		8,326		1,548		3,307		13,181
Loans acquired with deteriorated credit quality		-		-		-		-
Total allowance for loan losses	$	8,426	$	1,548	$	3,307	$	13,281
Loan balances
Individually evaluated for impairment	$	7,178	$	1,137	$	-	$	8,315
Collectively evaluated for impairment		681,299		463,402		344,240		1,488,941
Loans acquired with deteriorated credit quality		-		-		-		-
Gross loans	$	688,477	$	464,539	$	344,240	$	1,497,256

	December 31, 2017
	Commercial		Mortgage		Consumer		Total
Allowance balances
Individually evaluated for impairment	$	100	$	-	$	-	$	100
Collectively evaluated for impairment		7,604		1,761		2,922		12,287
Total allowance for loan losses	$	7,704	$	1,761	$	2,922	$	12,387
Loan balances
Individually evaluated for impairment	$	2,064	$	1,543	$	-	$	3,607
Collectively evaluated for impairment		475,863		442,700		264,543		1,183,106
Gross loans	$	477,927	$	444,243	$	264,543	$	1,186,713

Troubled Debt Restructurings

Certain categories of impaired loans include loans that have been modified in a troubled debt restructuring that involves granting economic concessions to borrowers who have experienced financial difficulties. These concessions typically result from our loss mitigation activities and could include reductions in the interest rate, payment extensions, forgiveness of principal, forbearance or other actions. Modifications of terms for our loans and their inclusion as troubled debt restructurings are based on individual facts and circumstances.

When we modify loans in a troubled debt restructuring, we evaluate any possible impairment similar to other impaired loans based on the present value of expected future cash flows, discounted at the contractual interest rate of the original loan agreement, or we use the current fair value of the collateral, less selling costs for collateral dependent loans. If we determine that the value of the modified loan is less than the recorded investment in the loan (net of previous charge-offs, deferred loan fees or costs and unamortized premium or discount), impairment is recognized through a specific reserve or a charge-off to the allowance.

Loans retain their accrual status at the time of their modification. As a result, if a loan is on nonaccrual at the time it is modified, it stays as nonaccrual until a period of satisfactory performance, generally six months, is obtained. If a loan is on accrual at the time of the modification, the loan is evaluated to determine the collection of principal and interest is reasonably assured and generally stays on accrual.

105

At December 31, 2019 and 2018, the Company had a number of loans that were modified in troubled debt restructurings and impaired. The modification of terms of such loans included one or a combination of the following:  an extension of maturity, a reduction of the stated interest rate or a permanent reduction of the recorded investment in the loan.

The following tables describe troubled debts restructured during the years ended December 31, 2019, 2018 and 2017.

	2019
		Pre-Modification		Post-Modification
	No. of Loans	Recorded Balance		Recorded Balance
Real estate
Consumer closed end first mortgage	5	$	131	$	134
Consumer open end and junior liens	2		33		33
Other loans
Consumer Loans
Auto	3		25		25
Boat/RVs	4		316		316
Other consumer loans	1		10		10
Commercial and industrial	1		49		49

	2018
		Pre-Modification		Post-Modification
	No. of Loans	Recorded Balance		Recorded Balance
Real estate
Commercial	1	$	26	$	30
Consumer closed end first mortgage	9		381		388
Consumer open end and junior liens	4		82		94
Other loans
Consumer loans
Auto	3		31		30
Boat/RVs	6		353		348
Other consumer loans	1		4		4
Commercial and industrial	1		60		61

	2017
		Pre-Modification		Post-Modification
	No. of Loans	Recorded Balance		Recorded Balance
Real estate
Consumer closed end first mortgage	7	$	320	$	324
Consumer open end and junior liens	2		16		16
Other loans
Commercial and industrial	1		72		72

The impact on the allowance for loan losses was insignificant as a result of these modifications.

106

Newly restructured loans by type for the years ended December 31, 2019, 2018 and 2017 are as follows:

	2019
							Total
	Rate		Term		Combination		Modification
Real estate
Consumer closed end first mortgage	$	-	$	-	$	134	$	134
Consumer open end and junior liens		-		7		26		33
Other loans
Consumer loans
Auto		-		8		17		25
Boat/RVs		-		16		300		316
Other consumer loans		-		10		-		10
Commercial and industrial		-		49		-		49

	2018
							Total
	Rate		Term		Combination		Modification
Real estate
Commercial	$	-	$	30	$	-	$	30
Consumer closed end first mortgage		-		38		350		388
Consumer open end and junior liens		-		35		59		94
Other loans
Consumer loans
Auto		-		30		-		30
Boat/RVs		-		321		27		348
Other consumer loans				4		-		4
Commercial and industrial		-		61		-		61

	2017
							Total
	Rate		Term		Combination		Modification
Real Estate
Consumer closed end first mortgage	$	-	$	27	$	297	$	324
Consumer open end and junior liens		-		3		13		16
Other loans
Commercial and industrial		-		72		-		72

107

Defaults of any loans modified as troubled debt restructurings made in the years ended December 31, 2019, 2018 and 2017, respectively, are listed in the tables below. Defaults are defined as any loans that become 90 days past due.

	2019
		Post-Modification Outstanding
	No. of Loans	Recorded Balance
Real Estate
Consumer closed end first mortgage	1	$	80
Other loans
Consumer loans
Boat/RV	2		299

	2018
		Post-Modification Outstanding
	No. of Loans	Recorded Balance
Real Estate
Consumer closed end first mortgage	1	$	48
Consumer open end and junior liens	1		5

	2017
		Post-Modification Outstanding
	No. of Loans	Recorded Balance
Real Estate
Consumer closed end first mortgage	1	$	79

At December 31, 2019 and 2018, the Company had residential real estate owned as a result of foreclosure totaling $805,000 and $541,000, respectively. At December 31, 2019 and 2018, real estate in the process of foreclosure was $1.9 million and $833,000, respectively.

Note 7: Related Party Transactions

The Bank has entered into transactions with certain directors, executive officers and significant shareholders of the Company and Bank and their affiliates or associates (related parties). Such transactions were made in the ordinary course of business on substantially the same terms and conditions, including interest rates and collateral, as those prevailing at the time for comparable transactions with other customers, and did not, in the opinion of management, involve more than normal credit risk or present other unfavorable features.

The aggregate amount of loans, as defined, to such related parties was as follows:

	2019
Balances, January 1,	$	6,075
Change in composition		(842)
New loans, including renewals		3,867
Payments, etc., including renewals		(4,487)
Balances, December 31,	$	4,613

108

Note 8: Premises and Equipment

Major classifications of premises and equipment are as follows:

	December 31,
	2019		2018
Land	$	9,008	$	9,323
Buildings and land improvements		22,499		22,323
Equipment		16,930		16,196
Total cost		48,437		47,842
Accumulated depreciation and amortization		(23,932)		(22,201)
Net	$	24,505	$	25,641

Note 9: Core Deposit and Other Intangibles

The carrying basis of recognized intangible assets at December 31, 2019 and 2018, were:

	2019		2018
Core deposits	$	2,790	$	3,569

Amortization expense for the years ended December 31, 2019, 2018 and 2017, was $779,000,  $1.1 million and $264,000, respectively. Estimated amortization expense for the remaining life is:

2020	$	640
2021		518
2022		406
2023		312
2024		241
Thereafter		673
	$	2,790

109

Note 10: Goodwill

Goodwill is recorded on the acquisition date of an entity. During the measurement period ended first quarter 2019, the Company could record subsequent adjustments to goodwill for provisional amounts recorded at the acquisition date. The Universal acquisition on February 28, 2018 resulted in $20.5 million of goodwill, which included a measurement period adjustment of a $1.6 million reduction recorded during the second and fourth quarters of 2018 of $1.4 million and $200,000, respectively. No additional measurement period adjustments were recorded during 2019. Details regarding the acquisition are discussed in Note 2 of these Notes to Consolidated Financial Statements.

The changes in the carrying amount of goodwill for the years ended December 31, 2019 and 2018 were:

	2019		2018
Balance as of January 1	$	22,310	$	1,800
Goodwill acquired during the year		-		22,069
Measurement period adjustments		-		(1,559)
Balance as of December 31	$	22,310	$	22,310

Goodwill is tested for impairment on an annual basis as of November 30, or whenever events or changes in circumstances indicate the carrying amount of goodwill exceeds its implied fair value. The Company’s fair value exceeded the Company’s carrying value; therefore, it was concluded goodwill is not impaired. No events or changes in circumstances have occurred since the annual impairment test that would suggest it was more likely than not goodwill impairment existed. For additional details related to impairment testing, see the “Goodwill” section of Management’s Discussion and Analysis of Financial Condition and Results of Operations included as Item 7 of this Annual Report on Form 10-K.

110

Note 11: Accounting for Certain Loans Acquired in a Transfer

The Company acquired loans in the acquisition of Universal and a few of the transferred loans had evidence of deterioration of credit quality since origination and it was probable, at acquisition, that all contractually required payments would not be collected.

Loans purchased with evidence of credit deterioration since origination and for which it is probable that all contractually required payments will not be collected are considered to be credit impaired. The Company acquired two loans with evidence of credit deterioration recorded at a fair value of $313,000. Both loans were paid off as of December 31, 2018.

The following table presents the carrying amounts of the acquired loans included in the balance sheet amounts of loans receivable as of December 31, 2019 and 2018.

	2019		2018
Outstanding balance
Real estate
Commercial	$	84,848	$	120,249
Commercial construction and development		6,108		8,664
Consumer closed end first mortgage		24,218		30,694
Consumer open end and junior liens		6,452		8,032
Total real estate loans		121,626		167,639
Other loans
Consumer loans
Auto		524		1,138
Boat/RVs		17		97
Other		311		523
Commercial and industrial		8,277		10,571
Total other loans		9,129		12,329
Total loans	$	130,755	$	179,968
Carrying amount	$	129,045	$	177,169
Allowance		-		-
Carrying amount net of allowance	$	129,045	$	177,169

Accretable yield, or income expected to be collected as of December 31, 2019 and 2018 were $1.7 million and $2.8 million, respectively.

Note 12: Derivative Financial Instruments

The Company has certain interest rate derivative positions that are not designated as hedging instruments. Derivative assets and liabilities are recorded at fair value on the Consolidated Balance Sheet and do not take into account the effects of master netting agreements. Master netting agreements allow the Company to settle all derivative contracts held with a single counterparty on a net basis, and to offset net derivative positions with related collateral, where applicable. These derivative positions relate to transactions in which the Company enters into an interest rate swap with a client while at the same time entering into an offsetting interest rate swap with another financial institution. In connection with each transaction, the Company agrees to pay interest to the client on a notional amount at a variable interest rate and receive interest from the client on the same notional amount at a fixed interest rate. At the same time, the Company agrees to pay another financial institution the same fixed interest rate on the same notional amount and receive the same variable interest rate on the same notional amount. The transaction allows the client to effectively convert a variable rate loan to a fixed rate. Because the terms of the swaps with the customers and the other financial institution offset each other, with the only difference being counterparty credit risk, changes in the fair value of the underlying derivative contracts are not materially different and do not significantly impact the Company’s Consolidated Statements of Income. The notional amount of customer-facing swaps as of December 31,

111

2019 and 2018 was approximately $33.3 million and $21.1 million, respectively. During the year ended December 31, 2019 and 2018, the Company did not recognize any net gains or losses related to the changes in fair value of these swaps. Additionally, the Company recognized income for the related swap fees of $164,000 during 2019 and no swap fee income was recognized during 2018.

The following table shows the amounts of derivative financial instruments at December 31, 2019 and 2018.

	Derivatives
		Fair Value					Fair Value
	Balance Sheet	December 31,		December 31,		Balance Sheet	December 31,		December 31,
	Location	2019		2018		Location	2019		2018
Derivatives not designated as hedging instruments:
Interest rate contracts	Other assets	$	1,278	$	599	Other liabilities	$	1,278	$	599

Note 13: Deposits

Deposits were comprised of the following at December 31, 2019 and 2018:

	December 31,
	2019		2018
Demand deposits	$	661,388	$	668,044
Savings		177,296		182,346
Money market savings		208,699		170,380
Certificates and other time deposits of $100,000 or more		201,861		184,788
Other certificates		190,933		193,162
Brokered deposits		113,301		120,505
Total deposits	$	1,553,478	$	1,519,225

At December 31, 2019 and 2018, total deposits that meet or exceed the FDIC’s standard deposit insurance amount of $250,000 were $439.2 million and $419.8 million, respectively.

Certificates maturing in years ending December 31 are as follows:

2020	$	349,333
2021		76,550
2022		34,003
2023		20,186
2024		21,765
Thereafter		815
	$	502,652

Note 14: Federal Home Loan Bank Advances

FHLB advances maturing in years ending December 31 are as follows:

2020	$	107,824
2021		31,565
2022		14,991
2023		6,999
2024		15,000
Thereafter		69,500
	$	245,879

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At December 31, 2019, the Company had pledged $434.6 million in qualifying first mortgage loans as collateral for advances and outstanding letters of credit. Advances, at interest rates from 0.69% to 5.00% at December 31, 2019, were subject to restrictions or penalties in the event of prepayment.

At December 31, 2019, the Company had a total of $71.5 million in putable and $42.0 million in symmetrical advances with Federal Home Loan Bank. The call dates for these advances range from 2020 through 2024 even though maturity dates extend beyond those dates.

Note 15: Other Borrowings

Other borrowings consisted of the following component as of December 31:

	2019		2018
Notes payable	$	9,150	$	9,665
Subordinated debentures, net of discount		8,423		8,323
Total	$	17,573	$	17,988

The Company assumed $5.0 million in subordinated debentures as the result of the acquisition of MFB Corp. in 2008. In 2005, MFB Corp. had formed MFBC Statutory Trust I (MFBC), as a wholly owned business trust, to sell trust preferred securities. The proceeds from the sale of these trust preferred securities were used by the trust to purchase an equivalent amount of subordinated debentures from the acquired company. The junior subordinated debentures are the sole assets of MFBC and are fully and unconditionally guaranteed by the Company. The junior subordinated debentures and the trust preferred securities pay interest and dividends, respectively, on a quarterly basis. The rate resets quarterly at the prevailing three-month LIBOR rate plus 170 basis points, which was 3.59% at December 31, 2019. The Company has the right to redeem the trust preferred securities, in whole or in part, without penalty. These securities mature on September 15, 2035. The net balance of the securities as of December 31, 2019 was $4.3 million due to the fair value adjustment of the securities made at the time of the acquisition.

The Company assumed $5.0 million in subordinated debentures as a result of the acquisition of Universal in 2018. These securities mature 30 years from the date of issuance, or October 7, 2035. The rate resets quarterly at the prevailing three-month LIBOR rate plus 169 basis points, which was 3.68% at December 31, 2019. The Company has the right to redeem the trust preferred securities, in whole or in part, without penalty. These securities mature on October 7, 2035. The net balance of the securities as of December 31, 2019 was $4.1 million due to the fair value adjustment of the securities made at the time of the acquisition.

The Company borrowed $10.0 million in two $5.0 million term notes from First Horizon Bank to use in the acquisition of Universal. These loans had a combined balance of $9.2 million at December 31, 2019. The fixed rate term note had a balance of $4.2 million and matures 5 years from the date of issuance, or February 28, 2023. This term note bears a fixed rate of interest of 4.99% per annum and requires quarterly principal payments, which began March 31, 2018. The variable rate term note matures 5 years from the date of issuance, or February 28, 2023. This term note bears a rate of interest of the prevailing three-month LIBOR rate plus 195 basis points, which was 4.04%  at December 31, 2019. The Company has the right to redeem either note at any time, in whole or in part, without penalty.

Contractual maturities of notes payable as of December 31, 2019, are as follows:

Principal Payments Due in Years Ending December 31:
2020	$	1,061
2021		1,084
2022		829
2023		6,176
	$	9,150

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Note 16: Lease Commitments

The Company and its subsidiaries are obligated under leases for certain office premises, land, and equipment. In determining whether a contract contains a lease, the Company examines the contract to ensure an asset was specifically identified and that the Company has control of use over the asset. To determine whether a lease is classified as operating or financing, the Company performs an economic life test. The Company has recognized sixteen operating leases.

At lease inception, the Company determines the lease term by adding together the minimum lease term and all optional renewal periods that it is reasonably certain to renew. Our leases primarily have initial lease terms of generally 1 to 7 years with various lease renewal options at the Company’s sole discretion. We include certain renewal options in the measurement of our right-of-use assets and lease liabilities if they are reasonably certain to be exercised.

We have made a policy election to exclude the recognition requirements of Topic 842 to all classes of leases with original terms of 12 months or less. Instead, lease obligations with an initial term of 12 months or less are expensed.

The Company also elected not to separate lease components from non-lease components.

The discount rate used in determining the lease liability and related right of use asset is based upon what would be obtained by the Company for similar loans at an incremental rate as of the date of origination or renewal.

The following table shows lease right of use assets and lease liabilities as of December 31, 2019.

	Statement of Financial Condition classification	December 31, 2019
Operating lease right of use asset	Other Assets	$	2,607
Operating lease liabilities	Other Liabilities	$	2,627

The following table shows the components of operating leases expense for the year ended December 31, 2019.

	Statement of Income classification	2019		2018
Operating lease cost	Net occupancy expenses and equipment expenses	$	646	$	687
Short-term lease cost	Net occupancy expenses and equipment expenses		76		122
Variable lease cost	Net occupancy expenses		176		152
Total operating lease cost		$	898	$	961

Operating lease costs are included in net occupancy expenses and equipment expenses. Gross rental expense for the operating leases in net occupancy expenses for the year ended December 31, 2019 was $758,000. Gross rental expense for the operating leases in equipment expenses for the year ended December 31, 2019 was $160,000.

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The following table shows future minimum rental commitments for all noncancelable operating leases for the next five years and thereafter.

2020	$	753
2021		619
2022		530
2023		333
2024		45
Thereafter		1,174
Total lease payments	$	3,454
Less: present value discount		827
Present value of lease liabilities	$	2,627

The following table shows the weighted average remaining lease term, the weighted average discount rate and supplemental Consolidated Statement of Cash Flows information for operating leases at December 31, 2019.

	December 31, 2019
Weighted average remaining lease term		10.60	years
Weighted average discount rate		3.76	%
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from leases	$	759

Note 17: Loan Servicing

Loans serviced for others are not included in the accompanying consolidated balance sheets. The unpaid principal balances of these loans consist of the following:

	2019		2018
Loans serviced for
Freddie Mac	$	403,111	$	365,863
Fannie Mae		62,958		75,162
FHLB		46,759		54,399
Other investors		1,246		1,176
	$	514,074	$	496,600

The aggregate fair value of capitalized mortgage servicing rights is based on comparable market values and expected cash flows, with impairment assessed based on portfolio characteristics including product type and interest rates. The amount of servicing fees collected during 2019, 2018 and 2017 totaled approximately $1.3 million, $1.1 million, and $783,000, respectively.

	2019		2018		2017
Mortgage-servicing rights
Balances, January 1	$	2,671	$	1,504	$	1,351
Mortgage-servicing rights acquired		-		1,325		-
Servicing rights capitalized		818		438		549
Amortization of servicing rights		(673)		(596)		(396)
	$	2,816	$	2,671	$	1,504

The fair value of servicing rights subsequently measured using the amortization method was as follows:

	2019		2018		2017
Mortgage-servicing rights
Fair value, beginning of period	$	3,518	$	2,246	$	2,110
Fair value, end of period		3,436		3,518		2,246

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Note 18: Income Tax

The provision for income taxes includes these components:

	2019		2018		2017
Income tax expense
Currently payable (receivable)
Federal	$	2,636	$	(505)	$	3,231
State		-		-		-
Deferred
Federal		53		3,465		1,342
Effect of "Tax Cuts and Jobs Act"		-		-		2,000
State		(330)		-		220
Total income tax expense	$	2,359	$	2,960	$	6,793

A reconciliation of income tax expense at the federal statutory rate to actual tax expense is shown below:

	2019			2018			2017
Federal statutory income tax at 21%, 21% & 34%, respectively	$	5,483		$	4,583		$	6,496
Non tax captive insurance income		(275)			(245)			(310)
State taxes		(261)			-			145
Tax credits		(134)			(134)			(96)
Tax-exempt income		(1,520)			(1,355)			(1,453)
Effect of "Tax Cuts and Jobs Act"		-			-			2,000
Equity compensation		(715)			-			-
Other		(219)			111			11
Actual tax expense	$	2,359		$	2,960		$	6,793
Effective tax rate		9.03	%		13.56	%		35.55	%

The Tax Cuts and Jobs Act (“Tax Act”) was enacted on December 22, 2017 reducing the Company’s federal corporate tax rate from 34% to 21%, effective January 1, 2018. For deferred tax assets and liabilities, amounts were remeasured based on the rates expected to reverse in the future, which was 21%. Based on this new law, we recorded an additional tax expense of $2.0 million due to the revaluation of the Company’s deferred tax asset in 2017. The Tax Act repealed the corporate Alternative Minimum Tax (“AMT”) and as a result a portion of the Company’s AMT credit carryover from prior years is refundable beginning in 2018.

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The components of the net deferred tax asset included on the consolidated balance sheets at December 31, were as follows:

	December 31,
	2019		2018
Assets
Allowance for loan losses	$	3,201	$	3,054
Deferred compensation		2,360		1,855
Business tax and AMT credit carryovers		408		821
Net operating loss carryover		2,861		3,256
Goodwill impairment		391		630
Purchase accounting adjustments		1,070		1,322
Unrealized loss on securities available for sale		-		640
Other real estate owned		999		1,001
Other		1,316		902
Total assets		12,606		13,481
Liabilities
Unrealized gain on securities available for sale	$	(2,289)	$	-
Depreciation and amortization		(860)		(580)
FHLB stock		(298)		(298)
State income tax		(391)		(425)
Loan fees		(239)		(257)
Investments in limited partnerships		(1,218)		(1,424)
Mortgage servicing rights		(782)		(717)
Core deposit intangible		(884)		(1,042)
Other		(199)		(629)
Total liabilities		(7,160)		(5,372)
Valuation Allowance
Beginning balance		(365)		(407)
Decrease during period		65		42
Ending balance		(300)		(365)
Net deferred tax asset	$	5,146	$	7,744

The Company has a federal net operating loss carryforward acquired in the Universal acquisition of $7.1 million. The use of this carryforward is limited to $1.3 million annually. The Company also has a state net operating loss carryforward of $27.4 million that will begin to expire in 2025. In addition, the Company has an AMT credit carryover of $408,000.  Management believes that the Company will be able to utilize the benefits recorded for the state loss carryforwards and federal credits within the allotted time periods, except for the amount represented by the valuation allowance. The valuation allowance has been recorded for the possible inability to use a portion of the state net operating loss carryover.

Retained earnings include approximately $14.7 million for which no deferred income tax liability has been recognized. This amount represents an allocation of income to bad debt deductions as of December 31, 1987 for tax purposes only. Reduction of amounts so allocated for purposes other than tax bad debt losses or adjustments arising from carryback of net operating losses would create income for tax purposes only, which income would be subject to the then-current corporate income tax rate. The unrecorded deferred income tax liability on the above amounts was approximately $3.1 million at December 31, 2019.

The Company’s federal and state income tax returns have been closed without audit by the IRS through the year ended December 31, 2015.

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Note 19: Accumulated Other Comprehensive Income (Loss)

The components of accumulated other comprehensive income (loss), included in stockholders’ equity, are as follows:

	December 31,		December 31,
	2019		2018
Net unrealized gain (loss) on securities available for sale	$	10,677	$	(3,187)
Net unrealized gain relating to defined benefit plan liability		(314)		(99)
		10,363		(3,286)
Tax effect		(2,213)		662
Net of tax amount	$	8,150	$	(2,624)

The following table presents the reclassification adjustments out of accumulated other comprehensive income (loss) that were included in net income in the Consolidated Statement of Income for the years ended December 31, 2019, 2018 and 2017.

	Amount Reclassified from
	Accumulated Other Comprehensive
	Income For the Year Ended
	December 31,
Details about Accumulated Other Comprehensive Income Components	2019		2018		2017		Affected Line Item in the Statements of Income
Realized gains on available for sale securities
Realized securities gains reclassified into income	$	1,014	$	804	$	708	Total non-interest income - net realized gains on sale of available for sale securities
Related income tax expense		(213)		(169)		(241)	Income tax expense
Total reclassifications for the period, net of tax	$	801	$	635	$	467

Note 20: Commitments and Contingent Liabilities

In the normal course of business, there are outstanding commitments and contingent liabilities, such as commitments to extend credit and standby letters of credit, which are not included in the accompanying financial statements. The Company’s exposure to credit loss in the event of nonperformance by the other party to the financial instruments for commitments to extend credit and standby letters of credit is represented by the contractual or notional amount of those instruments. The Company uses the same credit policies in making such commitments as it does for instruments that are included in the consolidated statements of financial condition.

Financial instruments whose contract amount represents credit risk as of December 31:

	2019		2018
Loan commitments	$	254,463	$	265,696
Standby letters of credit		3,296		2,106

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Company evaluates each customer’s credit worthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Company upon extension of credit, is based on management’s credit evaluation. Collateral held varies, but may include residential real estate, income-producing commercial properties, or other assets of the borrower.

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Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party.

The Company and Bank are also subject to claims and lawsuits that arise primarily in the ordinary course of business. It is the opinion of management that the disposition or ultimate resolution of such claims and lawsuits at December 31, 2019 will not have a material adverse effect on the consolidated financial position of the Company.

The Company has entered into employment agreements with certain officers that provide for the continuation of salary and certain benefits for a specified period of time under certain conditions. Under the terms of the agreement, these payments could occur in the event of a change in control of the Company or other circumstances.

Mortgage loans in the process of origination represent amounts that the Company plans to fund within a normal period of 60 to 90 days, and which are primarily intended for sale to investors in the secondary market. Total mortgage loans in the process of origination amounted to $11.4 million and $7.7 million, and mortgage loans held for sale amounted to $13.4 million and $4.0 million, at December 31, 2019 and 2018, respectively.

Note 21: Stockholders’ Equity

Without prior regulatory approval, current regulations allow the Bank to pay dividends to the Company not exceeding retained net income for the previous two calendar years and the current year. In the event the Bank becomes unable to pay dividends to the Company, the Company may not be able to service its debt, pay its other obligations or pay dividends on its common stock. At December 31, 2019, the Bank was able to pay dividends without prior regulatory approval.

Note 22: Regulatory Capital

The Bank is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Bank’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of the Bank’s assets, liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices. The Bank’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors. Furthermore, the Bank’s regulators could require adjustments to regulatory capital not reflected in these financial statements.

Quantitative measures established by regulation to ensure capital adequacy require the Company and Bank to maintain minimum amounts and ratios (set forth in the table below) of total, Tier I and Common Equity Tier I capital (as defined in the regulations) to risk-weighted assets (as defined) and of Tier I capital to average assets (as defined). As of December 31, 2019 and 2018, the Bank meets all capital adequacy requirements to which it is subject.

In May 2018 the Economic Growth, Regulatory Relief and Consumer Protection Act (the “Act”) was enacted to modify or remove certain financial reform rules and regulations, including some of those implemented under the Dodd-Frank Act.  While the Act maintains most of the regulatory structure established by the Dodd-Frank Act, it amends certain aspects of the regulatory framework for small depository institutions with assets of less than $10 billion and for large banks with assets of more than $50 billion.  Many of these changes could result in meaningful regulatory relief for community banks such as MutualBank. 

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The Act, among other matters, expands the definition of qualified mortgages which may be held by a financial institution and simplifies the regulatory capital rules for financial institutions and their holding companies with total consolidated assets of less than $10 billion by instructing the federal banking regulators to establish a single “Community Bank Leverage Ratio” of 9 percent to replace the leverage and risk-based regulatory capital ratios.  The Act also expands the category of holding companies that may rely on the “Small Bank Holding Company and Savings and Loan Holding Company Policy statement” by raising the maximum amount of assets a qualifying holding company may have from $1.0 billion to $3.0 billion.  This expansion also excludes such holding companies from the minimum capital requirement of the Dodd-Frank Act.  In addition, the Act includes regulatory relief for community banks regarding regulatory examination cycles, call reports, the Volcker Rule (proprietary trading prohibitions), mortgage disclosures and risk weights for certain high-risk commercial real estate loans. 

In July 2013, the three federal bank regulatory agencies jointly published final rules (the Basel III Capital Rules) establishing a new comprehensive capital framework for U.S. banking organizations. The rules implement the Basel Committee’s December 2010 framework known as “Basel III” for strengthening international capital standards as well as certain provisions of the Dodd-Frank Act. These rules substantially revise the risk-based capital requirements applicable to bank holding companies and depository institutions, compared to the current U.S. risk-based capital rules. The Basel III Capital Rules define the components of capital and address other issues affecting the numerator in banking institutions’ regulatory capital ratios. These rules also address risk weights and other issues affecting the denominator in banking institutions’ regulatory capital ratios and replace the existing risk-weighting approach with a more risk-sensitive approach. The Basel III Capital Rules were effective for the Company and Bank on January 1, 2015 (subject to a four-year phase-in period).

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The Bank’s actual capital amounts and ratios as of December 31, are presented in the tables below.

		December 31, 2019
										Minimum Required To
						Minimum Regulatory				be Considered
		Actual Capital Levels				Capital Levels				Well-Capitalized
		Amount		Ratio		Amount		Ratio		Amount		Ratio
Leverage Capital Level(1):
MutualBank		$	201,197	9.9	%	$	80,985	4.0	%	$	101,231	5.0	%
Common Equity Tier 1 Capital Level (2) :
MutualBank		$	201,197	13.0	%	$	69,574	4.5	%	$	100,496	6.5	%
Tier 1 Risk-Based Capital Level (3) :
MutualBank		$	201,197	13.0	%	$	92,766	6.0	%	$	123,688	8.0	%
Total Risk-Based Capital Level (4) :
MutualBank		$	214,504	13.9	%	$	123,688	8.0	%	$	154,610	10.0	%
(1)	Tier 1 Capital to Total Average Assets for the Leverage Ratio of $2.0 billion for the Bank at December 31, 2019.
(2)	Common Equity Tier 1 Capital to Risk-Weighted Assets of $1.5 billion for the Bank at December 31, 2019.
(3)	Tier 1 Capital to Risk-Weighted Assets.
(4)	Total Capital to Risk-Weighted Assets.

		December 31, 2018
										Minimum Required To
						Minimum Regulatory				be Considered
		Actual Capital Levels				Capital Levels				Well-Capitalized
		Amount		Ratio		Amount		Ratio		Amount		Ratio
Leverage Capital Level(1) :
MutualBank		$	184,803	9.2	%	$	80,309	4.0	%	$	100,386	5.0	%
Common Equity Tier 1 Capital Level (2) :
MutualBank		$	184,803	12.1	%	$	68,476	4.5	%	$	98,910	6.5	%
Tier 1 Risk-Based Capital Level (3) :
MutualBank		$	184,803	12.1	%	$	91,301	6.0	%	$	121,735	8.0	%
Total Risk-Based Capital Level (4) :
MutualBank		$	198,084	13.0	%	$	121,734	8.0	%	$	152,169	10.0	%
(1)	Tier 1 Capital to Total Average Assets for the Leverage Ratio of $2.0 billion for the Bank at December 31, 2018.
(2)	Common Equity Tier 1 Capital to Risk-Weighted Assets of $1.5 billion for the Bank at December 31, 2018.
(3)	Tier 1 Capital to Risk-Weighted Assets.
(4)	Total Capital to Risk-Weighted Assets.

The minimum capital requirements exclude the capital conservation buffer required to avoid limitations on capital distributions, including dividend payments and certain discretionary bonus payments to executive officers. The capital conservation buffer was fully phased in during 2019. The capital conservation buffer was 2.5% at December 31, 2019. The unrealized gain or loss on available for sale securities is not included in computing regulatory capital. As of December 31, 2019, the Bank is in excess of the capital conversation buffer requirements.

Note 23: Employee Benefits

The Company has a retirement savings 401(k) plan in which substantially all employees may participate. The contributions are discretionary and determined annually. The Company matches employees’ contributions at the following rates: 100 percent of participant contributions up to 4% and 50 percent of participant contributions from 4-6%, not to exceed a maximum of 5% of their compensation. The Company’s expense for the plan was $1.2 million for both 2019 and 2018 and $957,000 for 2017.

The Company has an executive benefit plan and deferred compensation arrangements for the benefit of certain officers. The Company also has deferred compensation arrangements with certain directors whereby, in lieu of previously receiving fees, the directors or their beneficiaries will be paid benefits for an established period following the director’s retirement or death. These arrangements are informally funded by life insurance contracts which have been purchased by the Company. The Company records a liability for these

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vested benefits based on the present value of future payments. The Company’s expense for the plan was $790,000,  $675,000 and $652,000 for 2019, 2018 and 2017, respectively.

Note 24: Stock Option Plans

Under the Company’s stock option plans, which are accounted for in accordance with FASB ASC 718, Stock Compensation, the Company grants selected executives and other key employees and directors incentive and non-qualified stock option awards that vest and become fully exercisable at the discretion of the Compensation Committee as the options are granted. The Company had stock option plans that were approved in 2000 and 2008 that expired in 2015 and 2018, respectively. Under the plan’s provisions, all option grants that have not been exercised or expired are still exercisable until the maturity or the participant forfeits the grant. No additional grants of options can be made from these plans.

The fair value of each option award is estimated on the date of grant using a Black-Scholes option valuation model that uses the assumptions noted in the following table. Expected volatility is based on historical volatility of the Company’s stock and other factors. The Company uses historical data to estimate timing of option exercises and employee terminations within the valuation model; separate groups of employees that have similar historical exercise behavior are considered separately for valuation purposes. The expected term of options granted represents the period of time that options are expected to be outstanding; the range given below results from certain groups of employees exhibiting different behavior. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. The discount rate for post-vesting restrictions is estimated based on the Company’s credit-adjusted risk-free rate of return.

The following is a summary of the status of the Company’s stock option plans and changes in these plans during 2019.

	2019
		Weighted		Weighted		Aggregate
		Average		Average		Intrinsic
		Exercise		Remaining		Value
Options	Shares	Price		Contractual Life		(in thousands)
Outstanding, beginning of year	210,862	$	7.63
Exercised	140,962		7.43
Outstanding and exercisable, end of year	69,900	$	8.03	4.9	years	$	2,211

There were 140,962,  28,538 and 65,161 options exercised during the years ended December 31, 2019, 2018 and 2017. There were no options granted during those periods. The Company will fulfill options with authorized but unissued shares of stock from the 352,741 shares the Company has authorized under the 2008 shareholder-approved stock option and incentive plan. The Company will also fulfill options with authorized but unissued shares of stock from the 141,462 shares the Company has authorized under the 2000 stock option plan. Outstanding options may continue to be exercised from these plans; however no further grants can be made.

Cash received from options exercised under all share-based payment arrangements for years ended December 31, 2019, 2018 and 2017 was $1.0 million, $253,000 and $1.2 million, respectively. The intrinsic value on options exercised during the years ended December 31, 2019, 2018 and 2017 was $4.0 million, $722,000 and $1.1 million, respectively.

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Note 25: Earnings Per Share

Earnings per share were computed as follows:

	2019
			Weighted
	Net Income		Shares	Amount
Basic Earnings Per Share
Net income	$	23,751	8,575,355	$	2.77
Effect of Dilutive Securities
Stock options			106,753
Diluted Earnings Per Share
Net income available and assumed conversions	$	23,751	8,682,108	$	2.74

	2018
			Weighted
	Net Income		Shares	Amount
Basic Earnings Per Share
Net income	$	18,864	8,394,195	$	2.25
Effect of Dilutive Securities
Stock options			149,302
Diluted Earnings Per Share
Net income available and assumed conversions	$	18,864	8,543,497	$	2.21

	2017
			Weighted
			Average	Per-Share
	Net Income		Shares	Amount
Basic Earnings Per Share
Net income	$	12,315	7,360,066	$	1.67
Effect of Dilutive Securities
Stock options			141,993
Diluted Earnings Per Share
Net income available and assumed conversions	$	12,315	7,502,059	$	1.64

As of December 31, 2019, 2018 and 2017, the exercise price for all options was lower than the average market price of the common shares.

Note 26: Fair Values of Financial Instruments

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements must maximize the use of observable inputs and minimize the use of unobservable inputs. There is a hierarchy of three levels of inputs that may be used to measure fair value:

Level 1   Quoted prices in active markets for identical assets or liabilities

Level 2   Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities

Level 3   Unobservable inputs supported by little or no market activity and are significant to the fair value of the assets or liabilities

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Items Measured at Fair Value on a Recurring Basis

Following is a description of the valuation methodologies and inputs used for instruments measured at fair value on a recurring basis and recognized in the accompanying comparative balance sheet, as well as the general classification of such instruments pursuant to the valuation hierarchy.

Available for Sale Securities

Where quoted market prices are available in an active market, securities are classified within Level 1 of the valuation hierarchy. The Company uses a third-party provider to provide market prices on its securities. Pooled trust preferred securities prices are evaluated by a third party. Level 1 securities include marketable equity securities. If quoted market prices are not available, then fair values are estimated by using pricing models, quoted prices of securities with similar characteristics or discounted cash flows. Level 2 securities include mortgage-backed, collateralized mortgage obligations, small business administration, municipal, federal agency and certain corporate obligation securities. In certain cases where Level 1 or Level 2 inputs are not available, securities are classified within Level 3 of the hierarchy and include certain corporate obligation securities.

Third party vendors compile prices from various sources and may apply such techniques as matrix pricing to determine the value of identical or similar investment securities (Level 2). Matrix pricing is a mathematical technique widely used in the banking industry to value investment securities without relying exclusively on quoted prices for specific investment securities but rather relying on investment securities relationship to other benchmark quoted investment securities. Any investment security not valued based upon the methods above are considered Level 3.

Interest Rate Derivative Agreements

Interest rate swap positions, both assets and liabilities, are valued by a third-party pricing agent using an income approach and utilizing models that use as their basis readily observable market parameters. This valuation process considers various factors including interest rate yield curves, time value and volatility factors.

The following table presents the fair value measurements of assets and liabilities measured on a recurring basis and the level within the ASC 820 fair value hierarchy.

	Fair Value Measurements Using
	Fair Value		Level 1		Level 2		Level 3
December 31, 2019
Available for sale securities
Mortgage-backed securities	$	125,801	$	-	$	125,801	$	-
Collateralized mortgage obligations		91,373		-		91,373		-
Municipal obligations		166,250		-		166,250		-
Corporate obligations		2,198		-		-		2,198
Interest rate swap asset		1,278		-		1,278		-
Interest rate swap liability		1,278		-		1,278		-

	Fair Value Measurements Using
	Fair Value		Level 1		Level 2		Level 3
December 31, 2018
Available for sale securities
Mortgage-backed securities	$	104,343	$	-	$	104,343	$	-
Collateralized mortgage obligations		109,281		-		109,281		-
Municipal obligations		154,896		-		154,896		-
Corporate obligations		2,355		-		-		2,355
Interest rate swap asset		599		-		599		-
Interest rate swap liability		599		-		599		-

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The following is a reconciliation of the beginning and ending balances for the years ended December 31, 2019, 2018 and 2017 of recurring fair value measurements recognized in the accompanying balance sheets using significant unobservable (Level 3) inputs:

	2019		2018		2017
Beginning balance	$	2,355	$	2,721	$	2,588
Total realized and unrealized gains (losses)
Included in net income		-		(44)		-
Included in other comprehensive income (loss)		(150)		561		133
Purchases, issuances and settlements		(7)		(883)		-
Ending balance	$	2,198	$	2,355	$	2,721
Total gains for the period included in net income attributable to the change in unrealized gains or losses related to assets still held at the reporting date	$	-	$	-	$	-

Items Measured at Fair Value on a Non-Recurring Basis

From time to time, certain assets may be recorded at fair value on a non-recurring basis. These non-recurring fair value adjustments typically are a result of the application of lower of cost or fair value accounting or a write-down occurring during the period.

The following tables present quantitative information about unobservable inputs used in recurring and nonrecurring Level 3 fair value measurements.

December 31, 2019	Fair Value		Valuation Technique	Unobservable Inputs	Range
Trust Preferred Securities	$	2,198	Discounted cash flow	Discount rate	6.3	%
				Constant prepayment rate	2.0	%
				Cumulative projected prepayments	40.0	%
				Probability of default	1.6	%
				Projected cures given deferral	0-15.0	%
				Loss severity	26.5	%
Impaired loans (collateral dependent)	$	460	Third party valuations	Discount to reflect realizable value less estimated selling costs	7.2-34.9	%
Other real estate owned	$	188	Third party valuations	Discount to reflect realizable value less estimated selling costs	20.0	%

December 31, 2018	Fair Value		Valuation Technique	Unobservable Inputs	Range
Trust Preferred Securities	$	2,355	Discounted cash flow	Discount rate	6.8	%
				Constant prepayment rate	2.0	%
				Cumulative projected prepayments	40.0	%
				Probability of default	1.7	%
				Projected cures given deferral	0 - 15.0	%
				Loss severity	21.4	%

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The estimated fair values of the Company’s financial instruments not carried at fair value in the consolidated balance sheets as of the dates noted below are as follows:

					Fair Value Measurements Using
	Carrying
December 31, 2019	Amount		Fair Value		Level 1		Level 2		Level 3
Assets
Cash and cash equivalents	$	32,323	$	32,323	$	32,323	$	-	$	-
Interest-bearing time deposits		3,496		3,496		3,496		-		-
Loans held for sale		13,397		13,798		-		13,798		-
Loans, net		1,476,925		1,450,636		-		-		1,450,636
FHLB stock		13,115		13,115		-		13,115		-
Interest receivable		6,932		6,932		-		6,932		-
Liabilities
Deposits		1,553,478		1,555,045		1,050,827		-		504,218
FHLB advances		245,879		246,512		-		246,512		-
Other borrowings		17,573		17,150		-		17,150		-
Interest payable		1,071		1,071		-		1,071		-

					Fair Value Measurements Using
	Carrying
December 31, 2018	Amount		Fair Value		Level 1		Level 2		Level 3
Assets
Cash and cash equivalents	$	33,414	$	33,414	$	33,414	$	-	$	-
Interest-bearing time deposits		4,239		4,239		4,239		-		-
Loans held for sale		3,987		4,011		-		4,011		-
Loans, net		1,482,662		1,456,270		-		-		1,456,270
FHLB stock		13,034		13,034		-		13,034		-
Interest receivable		6,940		6,940		-		6,940		-
Liabilities
Deposits		1,519,225		1,514,852		1,030,785		-		484,067
FHLB advances		292,497		290,092		-		290,092		-
Other borrowings		17,988		17,665		-		17,665		-
Interest payable		1,075		1,075		-		1,075		-

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Note 27: Condensed Financial Information (Parent Company Only)

Presented below is condensed financial information as to financial position, results of operations and cash flows of the Company:

Condensed Balance Sheets

	2019		2018
Assets
Cash on deposit with Bank	$	2,974	$	3,590
Cash on deposit with others		102		95
Total cash		3,076		3,685
Investment in common stock of subsidiaries		239,917		214,195
Other assets		1,444		2,838
Total assets	$	244,437	$	220,718
Liabilities
Other borrowings	$	17,573	$	17,988
Other liabilities		52		367
Total liabilities		17,625		18,355
Stockholders’ Equity		226,812		202,363
Total liabilities and stockholders’ equity	$	244,437	$	220,718

Condensed Statements of Income

	2019		2018		2017
Income
Dividends from subsidiaries	$	11,000	$	6,695	$	15,100
Other income		15		9		-
Total income		11,015		6,704		15,100
Expenses		2,710		1,922		1,041
Income before income tax and equity in undistributed income of subsidiaries		8,305		4,782		14,059
Income tax benefit		(498)		(412)		(495)
Income before equity in undistributed income (distributions in excess of income) of subsidiaries		8,803		5,194		14,554
Equity in undistributed income (distributions in excess of income) of subsidiaries		14,948		13,670		(2,239)
Net Income Available to Common Shareholders	$	23,751	$	18,864	$	12,315

Condensed Statements of Comprehensive Income

	2019		2018		2017
Net income	$	23,751	$	18,864	$	12,315
Other comprehensive income:
Net unrealized holding gain (loss) on securities available for sale		14,878		(2,912)		3,112
Less: Reclassification adjustment for realized gains included in net income		(1,014)		(804)		(708)
Net unrealized loss relating to defined benefit plan		(215)		(109)		(20)
		13,649		(3,825)		2,384
Income tax (expense) benefit related to other comprehensive income		(2,875)		820		(749)
Other comprehensive income (loss)		10,774		(3,005)		1,635
Comprehensive income	$	34,525	$	15,859	$	13,950

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Condensed Statements of Cash Flows

	2019		2018		2017
Operating Activities
Net income	$	23,751	$	18,864	$	12,315
Item not requiring cash
Deferred income tax benefit		314		20		(14)
(Equity in undistributed income) distributions in excess of income of subsidiaries		(14,948)		(13,670)		2,239
Other		865		(660)		74
Net cash provided by operating activities		9,982		4,554		14,614
Investing Activity
Net cash received (paid) in acquisition		-		(16,463)		-
Net cash used in investing activity		-		(16,463)		-
Financing Activities
Repayment of other borrowings	$	(515)	$	(335)	$	-
Proceeds from other borrowings		-		10,000		-
Stock repurchased		(4,262)		-		-
Cash dividends		(6,860)		(6,354)		(4,862)
Proceeds from stock options exercised		1,046		253		1,156
Net cash provided by (used in) financing activities		(10,591)		3,564		(3,706)
Net Change in Cash		(609)		(8,345)		10,908
Cash, Beginning of Year		3,685		12,030		1,122
Cash, End of Year	$	3,076	$	3,685	$	12,030

Note 28: Quarterly Results of Operations (Unaudited)

											Basic		Diluted
							Provision				Earnings Per		Earnings Per
	Interest		Interest		Net Interest		for Loan				Common		Common
Quarter Ended	Income		Expense		Income		Losses		Net Income		Share		Share
2019
March 31	$	21,302	$	5,260	$	16,042	$	475	$	5,238	$	0.61	$	0.60
June 30		21,518		5,474		16,044		475		5,751		0.67		0.66
September 30		21,617		5,372		16,245		425		6,134		0.72		0.71
December 31		20,892		4,926		15,966		575		6,628		0.77		0.77
Total	$	85,329	$	21,032	$	64,297	$	1,950	$	23,751	$	2.77	$	2.74
2018
March 31	$	16,748	$	3,164	$	13,584	$	450	$	4,007	$	0.51	$	0.50
June 30		20,621		4,013		16,608		500		4,165		0.49		0.48
September 30		20,836		4,419		16,417		570		5,402		0.63		0.62
December 31		21,489		4,995		16,494		600		5,290		0.62		0.61
Total	$	79,694	$	16,591	$	63,103	$	2,120	$	18,864	$	2.25	$	2.21
2017
March 31	$	14,109	$	2,396	$	11,713	$	200	$	3,206	$	0.44	$	0.43
June 30		14,652		2,565		12,087		300		3,898		0.53		0.52
September 30		15,026		2,762		12,264		370		3,751		0.51		0.50
December 31		15,081		2,888		12,193		350		1,460		0.20		0.19
Total	$	58,868	$	10,611	$	48,257	$	1,220	$	12,315	$	1.67	$	1.64

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Item 9.  Changes In and Disagreements With Accountants on Accounting and Financial Disclosure

None.

Item 9A.  Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain a system of disclosure controls and procedures (as defined in SEC Rule 13a‑15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”)) that is designed to provide reasonable assurance that information required to be disclosed by us in the reports that we file under the Exchange Act is recorded, processed, summarized and reported accurately and within the time periods specified in the SEC’s  rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate.  An evaluation of the Company’s disclosure controls and procedures as of December 31, 2019, was carried out under the supervision and with the participation of our Chief Executive Officer, Chief Financial Officer and several other members of our senior management preceding the filing date of this annual report.  Our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2019, the Company’s disclosure controls and procedures were effective in ensuring that the information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is (i) accumulated and communicated to the Company’s management (including our Chief Executive Officer and 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.

The Company does not expect that its disclosure controls and procedures will prevent all error and all fraud.  A control procedure, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control procedure are met.  Because of the inherent limitations in all control procedures, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within MutualFirst have been detected.  These inherent limitations include the realities that judgment in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake.  Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control.  The design of any control procedure also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.  Because of the inherent limitations in a cost-effective control procedure, misstatements due to error or fraud may occur and not be detected.

Management’s Report on Internal Control over Financial Reporting

The management of MutualFirst Financial, Inc. is responsible for establishing and maintaining adequate internal control over financial reporting.  The Company’s internal control over financial reporting is a process designed to provide reasonable assurance to the Company’s management and board of directors regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

The Company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

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Because of its inherent limitations, internal controls over financial reporting may not prevent or detect misstatements. All internal control systems, no matter how well designed, have inherent limitations, including the possibility of human error and the circumvention of overriding controls.  Accordingly, even effective internal control over financial reporting can provide only reasonable assurance with respect to financial statement preparation.  Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2019.  In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013).  Based on our assessment, we believe that, as of December 31, 2019, the Company’s internal control over financial reporting was effective based on the specified criteria.

Date: March 12, 2020	By:	/s/ David W. Heeter
		David W. Heeter
		President and Chief Executive Officer
	By:	/s/ Christopher D. Cook
		Christopher D. Cook
		Senior Vice President, Treasurer and Chief Financial Officer

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Report of Independent Registered Public Accounting Firm

To the Stockholders, Board of Directors and Audit Committee

MutualFirst Financial, Inc.

Muncie, Indiana

Opinion on the Internal Control over Financial Reporting

We have audited MutualFirst Financial, Inc.'s (the "Company") internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control – Integrated Framework:  (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control – Integrated Framework:  (2013) issued by COSO.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) ("PCAOB"), the consolidated financial statements of the Company and our report dated March 12, 2020, expressed an unqualified opinion thereon.

Basis for Opinion

The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting.  Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit. 

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.  Our audit also included performing such other procedures as we considered necessary in the circumstances.  We believe that our audit provides a reasonable basis for our opinion.

Definitions and Limitations of Internal Control over Financial Reporting

A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.  A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of

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unauthorized acquisition, use or disposition of the company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

/s/ BKD, LLP

Indianapolis, Indiana

March 12, 2020

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Changes in Internal Controls over Financial Reporting

There were no changes in our internal controls over financial reporting (as defined in SEC Rule 13a‑15(f) under the Exchange Act) that occurred during the quarter ended December 31, 2019, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B.  Other Information

None.

PART III

Item 10.  Directors, Executive Officers and Corporate Governance

Directors

The following table sets forth information regarding our directors and executive officers who are also directors including their age, position with the Company and term of office.

Name		Age(1)	Positions with the Company	Director Since(2)		Term Expires
David W. Heeter		58	President, Chief Executive Officer and Director	2003		2022
Brian C. Hewitt		61	Director	2013	(3)	2022
Edward C. Levy		71	Director	2005	(4)	2021
Michelle A. Altobella		49	Director	2018		2021
Mark L. Barkley		56	Director	1997	(3)	2021
Richard J. Lashley		61	Director	2017		2021
Linn A. Crull		64	Director	1997		2020
Wilbur R. Davis		65	Director	1991		2020
Charles J. Viater		65	Senior Vice President and Director	1995	(4)	2020
James M. Bernard		68	Director	2018		2020
William V. Hughes		72	Director	1999		2020
Michael J. Marien		72	Director	1987	(4)	2020
(1)	At December 31, 2019.
(2)	Includes years of service on the Board of the Bank prior to the formation of the Company.
(3)	Includes years of service as a director of Universal Bancorp which was acquired by MutualFirst on February 28, 2018.
(4)	Includes service as a director of MFB Corporation which was acquired by MutualFirst 2008.

The business experience for at least the past five years of each member of the Company’s Board of Directors is set forth below.

Michelle A. Altobella. Ms. Altobella is an attorney and currently the chief privacy officer for Indiana University Health, Inc. and the Vice President and general counsel for Indiana University Health East Region. Ms. Altobella is a specialist in healthcare law and corporate governance. Her expertise in corporate governance and her participation in our local business community over two decades will enhance the boards knowledge of corporate governance issues and involvement with the community.

Mark L. Barkley.  Mr. Barkley is the former chairman and CEO of Universal Bancorp and BloomBank, a position he held from 1997 until its merger with the Company in February 2018.Mr. Barkley’s over 20-year background in bank operations and knowledge of our expanded market after the Universal acquisition are important to the board and will assist the board in carrying out their functions of overseeing and understanding many aspects of the Bank’s business.

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James M. Bernard. Mr. Bernard is a seasoned investment professional and holds the CFA designation. He is the senior vice president and fixed income portfolio manager for Ancora Advisors LLC. Mr. Bernard has also worked in a financial institution as an investment manager. Mr. Bernard’s vast experience understanding financial market conditions and the challenges they may pose will help the board in addressing business issues.

Linn A. Crull.  Mr. Crull is a Certified Public Accountant and has been a member and managing partner of the accounting firm of Whitinger & Company, LLC, Muncie, Indiana, since 1979.  Mr. Crull has over 35 years of experience in public accounting, including conducting audits and preparing financial statements, and his knowledge of generally accepted accounting principles brings important technical expertise to the Board and was critical to his selection for service on the Board and as Chair of the Audit/Compliance Committee.  His years of providing business consulting services to a broad range of companies has provided him with knowledge of compensation issues that aids the Board and the Compensation Committee. His skills and experience as a member of a financial advisory firm provides insight into various investment vehicles that supports the Board and the Wealth Management Committee.

Wilbur R. Davis.  Mr. Davis currently serves as President of the Ball State Innovation Corporation, the technology transfer and commercialization arm of Ball State University.  Mr. Davis also served as co-founder and President of Ontario Systems, LLC, a computer software company located in Muncie, Indiana from 1980 until July, 2008 and Chairman until January 1, 2016.  He is the Chairman of the Board of Directors of the Company and the Bank, and as such, he serves on every committee of the board.  Mr. Davis brings management expertise, as well as information technology knowledge to the Board.  His participation in our local business community for over 30 years brings a knowledge of the local economy and business opportunities to the Bank.

David W. Heeter.  Mr. Heeter has served as President and Chief Executive Officer of the Company and Chief Executive Officer of the Bank since 2003.  During the years prior to that appointment, he had served as Executive Vice President of the Company and the Bank and as Chief Operating Officer and Vice President of Human Resources, Marketing and Administration of the Bank.  He has been employed by the Bank since 1986.  Mr. Heeter’s many years of service in all areas of the Bank’s operations and his duties as Chief Executive Officer of the Bank bring a special knowledge of the financial, economic and regulatory challenges the Company faces, and he is well suited to educating the Board on these matters.

Brian C. Hewitt.  Mr. Hewitt is a former director of Universal Bancorp and BloomBank, a position he held from 2013 until its merger with the Company in February, 2018. Mr. Hewitt is currently a practicing attorney with the firm of Hewitt Law and Mediation LLC. Mr. Hewitt represents businesses and individuals in the areas of estate and trust planning and litigation as well as mediation, real estate, business and commercial law. His legal background will serve the Board as a resource for matters of real estate, contract law and business transactions.

William V. Hughes.  Mr. Hughes was a partner in the law firm of Beasley & Gilkison, LLP, Muncie, Indiana from 1977 to 2019. He is currently of counsel to the firm. That law firm serves as general counsel to the Bank.  Mr. Hughes brings extensive legal knowledge to the Board, particularly with respect to Indiana real property law, commercial transactions, trusts and estates and business litigation.  His legal background also serves the Board as a resource for matters of corporate governance and director responsibility. Mr. Hughes chairs the Wealth Management Committee.

Richard J. Lashley.  In 1996 Mr. Lashley became a co-founder and co-owner of PL Capital LLC, an investment management firm which specializes in the banking industry.  In addition, Mr. Lashley has served on multiple bank and thrift boards.  Mr. Lashley currently also serves as a director of Banc of California.  From June 2015 to February 2016, Mr. Lashley served as a director of Metro Bancorp, Inc. in Harrisburg, PA. From 2009 - 2013, Mr. Lashley served as a director of State Bancorp, Inc., in Jericho, New York. From 2011 - 2015, Mr. Lashley served as a director of BCSB Bancorp, Inc., in Baltimore, Maryland, and from 2008-2011, Mr. Lashley served as a director of Community FSB Holding Co., in Woodhaven, NY.He worked for KPMG Peat

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Marwick, LLP from 1984-1996 where he provided professional accounting and financial advisory services to bank and thrift clients nationwide.  He is licensed as a CPA in New Jersey (status inactive). Mr. Lashley serves on the Compensation and the Audit Committee.

Edward C. Levy.  Mr. Levy has been an officer and owner of Freeman-Spicer Financial Services, Inc., a business finance and leasing company for more than five years and is a 50% owner and managing partner in two real estate partnerships.  During 2010, he became chairman of One-Touch Automation, Inc., a company engaged in home and business automation and security systems in Indiana.  He is a partner in CVM Productions, Inc., a video production company specializing in corporate marketing and advertising videos and live sports broadcasting for network distribution.  Mr. Levy is also president of Visible Electronics, Inc. a lighting and electronic company.  The company has also developed lifts for the RV Industry.  He had served as a director of MFB Corp. and its banking subsidiary for three years prior to their acquisition by the Company in 2008.  Mr. Levy’s extensive knowledge of investments, insurance and these regulated industries supports the Board’s and Wealth Management Committee’s knowledge in these areas.  He also brings that understanding of regulations to the Audit/Compliance Committee.  Mr. Levy’s background in finance, real estate and management is also important to his service on our Audit/Compliance Committee.

Michael J. Marien.  Mr. Marien is employed by R. W. Baird, a registered broker/dealer and investment advisor firm.  He has an active FINRA Series 7 License and Series 66 Indiana License.  He retired in 2009 as Account Manager for IT/Signode Corp., a division of Illinois Tool Works (packaging of steel industry products and services, Glenview, Illinois), after 40 years of service.  He had served as a director of MFB Corp. and its banking subsidiary for 21 years and was chairman of the board of MFB Corp. for five years prior to the acquisition by the Company in 2008.  Mr. Marien brings his prior knowledge of the Wealth Management business of MFB Corp. to his service on our Wealth Management Committee and Compensation Committee.  His participation in our local business community for over 30 years brings knowledge of the local economy and business opportunities to the Bank.

Charles J. Viater.  Mr. Viater has served as Senior Vice President of the Company and Regional President of the Bank since July 2008.  He had served as president, chief executive officer and a director of MFB Corp. and its banking subsidiary for 13 years prior to their acquisition by the Company in 2008.  Prior to its acquisition by the Company, MFB Corp. had $500 million in assets and was operated under the leadership of Mr. Viater.  Mr. Viater’s over 40-year background in bank operations and knowledge of the local communities we now serve after the MFB Corp. acquisition are important to the Board.  He has training as a CPA.  

Executive Officers Who Are Not Also Directors

The business experience of each of our other current executive officers for at least the past five years is set forth below.

Christopher D. Cook.  Age 46 years. Mr. Cook, a certified public accountant, has served as Senior Vice President, Treasurer and Chief Financial Officer of MutualFirst and MutualBank since May 2010. Mr. Cook began his career with MutualBank in 1996. Since that time he has served as Profitability Analyst, Assistant Treasurer, Controller and Director of Finance.

Sharon L. Ferguson.  Age 64 years. Ms. Ferguson has served as Chief Risk Officer and Senior Vice President of Retail Lending of the Bank and Risk Management since January 2015. From February 2009 until January 2015, she served as Senior Vice President of Risk Management. From April 2008 until February 2009, she served as Senior Vice President of Consumer Banking.  From September 2007 to April 2008 she served as Vice President of Retail Products.  From October 2005 until September 2007 she served as Assistant Vice President, Retail Products Manager.  Prior to October 2005 she served as Assistant Vice President, Consumer Lending and Deposits Manager. She has been with the Bank since March 1998.

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Christopher L. Caldwell.  Age 54 years. Mr. Caldwell has served as Senior Vice President of Business Banking of MutualBank since December 2012.  Beginning in 2008, he served as Vice President/Senior Business Banker for the Central Region of MutualBank.  From 2006 to 2008, he served as Regional Head of Commercial Lending for Delaware and Randolph counties.  Prior to that he was Vice President of Commercial Lending. Mr. Caldwell is a graduate of the ABA Stonier Graduate School of Banking and serves as Secretary of the MutualBank Charitable Foundation.  He has been with the Bank since 2005.

Audit Committee Matters and Audit Committee Financial Expert

The Board of Directors of the Company has a standing Audit/Compliance Committee, which has been established in accordance with Section 3(a)(58)(A) of the Exchange Act.  The members of that committee are Directors Linn A. Crull (Chairman), Wilbur R. Davis, Edward J. Levy and Richard J. Lashley.  The Board of Directors has determined that Mr. Crull, Mr. Levy and Mr. Lashley are each considered to be an “audit committee financial expert” as defined in applicable SEC rules. All members of the Audit Committee (i) are independent as defined under Rule 4200 (a)(15) of the Nasdaq Marketplace Rules; (ii) meet the criteria for independence set forth in SEC Rule 10A-3(b)(1); (iii) have not participated in the preparation of the financial statements of the Company or any of its current subsidiaries at any time during the past three years; and (iv) are able to read and understand fundamental financial statements, including our balance sheet, income statement, and cash flow statement.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires the Company’s directors and executive officers, and persons who own more than 10% of a registered class of the Company’s equity securities, to file with the SEC reports of ownership and reports of changes in ownership of common stock and other equity securities of the Company. Officers, directors and greater than 10% stockholders are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms they file.

To the Company’s knowledge, based solely on its review of the Section 16 reports filed by its directors and executive officers and written representations from those directors and executive officers, all Section 16(a) filing requirements applicable to the Company’s executive officers and directors during the fiscal year ended December 31, 2019.

Code of Ethics

The Company adopted a written Code of Ethics based upon the standards set forth under Item 406 of Regulation S-K of the Securities Exchange Act.  The Code of Ethics applies to all of the Company’s directors, officers and employees. You may obtain a copy of the Code of Ethics on our website at www.bankwithmutual.com at “About Us – Investor Relations – Corporate Overview - Governance Documents - Code of Ethics,” or free of charge from the Company by writing to our Corporate Secretary at MutualFirst Financial, Inc., 110 E. Charles Street, Muncie, Indiana 47305 2400 or by calling (765) 747 2800.

Nomination Procedures

There have been no material changes to the procedures by which stockholders may recommend nominees to the Company’s Board of Directors.

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Item 11.  Executive Compensation

Compensation Discussion and Analysis

In this section, we provide an overview and analysis of our compensation programs, the material compensation policy decisions we have made under those programs, and the material factors that we have considered in making those decisions.  Following this section, you will find a series of tables containing specific information about compensation paid or payable to the following individuals, whom we refer to as our “named executive officers.” Mr. Botts, our Chief Operating Officer passed away on October 12, 2019.

David W. Heeter – President and Chief Executive Officer

Patrick C. Botts – Chief Operating Officer

Christopher D. Cook – Chief Financial Officer

Charles J. Viater – Senior Vice President

Christopher L. Caldwell – Senior Vice President, MutualBank

Sharon L. Ferguson – Senior Vice President, MutualBank

The discussion below is intended to help you understand the detailed information provided in those tables and put that information into context within our overall compensation program.

Philosophy and Objectives of Compensation Program

The Compensation Committee has established a broad-based compensation program to address compensation for directors, executive officers and other employees.  The overall goals of this compensation program help the Company and the Bank attract, motivate and retain talented and dedicated executives, orient its executives toward the achievement of business goals and link the compensation of its executives to the Company’s success.  The Compensation Committee seeks to establish compensation levels that attract highly effective executives who work well as a team.  In determining compensation levels based on Company performance, the Committee compares MutualFirst to a peer group of approximately 33 Midwest bank holding companies with subsidiary financial institutions ranging in size from $1.0 billion to $3.0 billion with similar balance sheets. The Compensation Committee evaluates this peer group periodically to ensure it closely resembles MutualFirst. In addition, our compensation philosophy is based on established principles for all pay practices and aligns with our corporate values, which are to conduct our business with character, compassion, class and competition.  We reflect these values in our compensation by ensuring competitive and fair practices.  Our overriding principles in setting types and amounts of compensation are:

· Merit/Performance Based – Individual compensation is linked to the successful achievement of performance objectives.

· Market Competition – Total compensation that attracts, retains and motivates our top performers at a competitive level in our market.

· Stockholder Balance – Compensation components that align the interests of key management, especially the named executive officers, with those of our stockholders in furtherance of our goal to increase stockholder value.

The Company implements this philosophy by using a combination of cash and stock-based compensation, benefits and perquisites to attract and retain qualified persons to serve as executive officers of the Company and the Bank.  Our compensation program seeks to reach an appropriate balance between base salary (to provide competitive fixed compensation), incentive opportunities in performance-based cash bonuses (to provide rewards for meeting performance goals) and equity compensation (to align our executives’ interests with our stockholders’ interests). 

The Compensation Committee and the Board have established a variable incentive compensation program that provides for cash incentive payments to designated executives of the Company, including the five named executive officers, based on Company performance, as reflected in basic earnings per share (“Basic EPS”)

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for each fiscal year (see “- Non-Equity Incentive Plans”).  In addition, in 2008, the stockholders approved a stock option plan that authorizes the Compensation Committee to award options to directors, officers and other employees (see “- Equity Incentive Plan”).  Stock options encourage our executives to own and retain a meaningful stake in the Company’s common stock, thereby aligning their long-term interests with those of our stockholders. Both of these compensation programs encourage our executive officers to achieve the Company’s financial and other performance goals.

Each executive officer of the Company also is an executive officer of the Bank.  Executive officers are not compensated separately for their service to the Company.  The Compensation Committee considers the significant amount of time and level of skill required to perform the required duties of each executive’s position, taking into account the complexity of our business as a regulated public company and financial institution.

The Company provides benefits, including health care benefits, to all employees to attract and retain highly effective executives and other employees with an opportunity to maintain a quality standard of living over time and to have access to health care.  These benefits are administered consistently to all levels of the organization.  All employees share in the cost of health benefits based on the coverage they select.  In addition, employees share the cost of their health insurance premiums based on their compensation level.  Available health care benefits are commensurate with that available in our market area. In addition, the Company provides various perquisites designed to enhance the success of the Company. 

Components of Executive Compensation

The components of our compensation program are as follows:

Base Salary.  A base salary is established for each executive to reflect the potential contribution of the executive to the achievement of the Bank’s business objectives and to be competitive with base salaries paid by other comparable financial institutions.  The level of each executive officer’s base salary is designed to reward performance for carrying out the required day-to-day activities and responsibilities of each officer’s position.  The Committee utilizes outside resources to ascertain appropriate base salaries for our officers and other employees.  The Committee also is cognizant of the salaries paid by other non-financial institution companies in the Bank’s market area with which it believes the Bank competes for executives.  Through its merit increase planning guide, the Bank increases salaries based upon competitive market conditions, the Bank’s past and expected financial performance and the individual employee’s performance.  Base salary is the largest element of the Company’s compensation program because it fairly compensates individuals for fulfilling their daily responsibilities and obligations. 

Annual Incentive Cash Bonus Compensation.  The MutualBank 2019 Executive Variable Compensation Plan provided for cash incentive payments to designated executives of the Company, including the five named executive officers.  This cash incentive plan provides for one-time payments to the designated executives based on the Company’s 2019 Basic EPS.  Under the plan, cash payments were calculated as a percentage of 2019 base salary, with the appropriate percentage determined by whether a targeted Basic EPS level was met for 2019.  For the named executive officers of the Company, the plan established seven designated Basic EPS levels (including the Company’s target Basic EPS based on its 2019 budget) based upon internal forecasts for the performance of the Company and a range of percentage of salary cash incentive payments for meeting these designated Basic EPS levels based upon each officer’s anticipated contribution to that performance.  For additional information, see “Non-Equity Incentive Plans.”

Equity Compensation.  The Company has utilized equity compensation in the form of stock options and restricted stock to align the interests of our named executive officers with our shareholders and to reward those individuals’ contributions to our franchise value over time.

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Benefits.  The Company provides benefits to all employees with an opportunity to maintain a quality standard of living over time and to have access to health care.  These benefits help us to attract and retain highly effective executives and other employees.  These welfare benefits are administered consistently to all levels of the organization.  All employees share in the cost of health benefits based on the coverage they elect.  Health insurance premiums are paid by the Bank based on employee compensation levels.  Available health care benefits are commensurate with that available in our market area.

The Company has designed retirement plans or programs to ensure our employees have adequate income levels after employment.  The Company maintains a KSOP, which is subject to Department of Labor and IRS requirements.  The Compensation Committee determines the amount of Company contributions to the 401(k) portion of the plan for all employees.  It has been the Company’s practice to contribute 100% of the first 4% contributed by a participant and a matching 50% for the next 2% contributed providing for a total of a 5% contribution on behalf of MutualBank for those employees choosing to contribute 6% or more. The employee stock ownership plan component of the plan (“ESOP”) was designed to ensure all employees have a vested interest in the success of the Company.  The ESOP purchased shares of the Company’s stock in 1999, which were allocated to employees annually over 15 years.  These plans were funded by the Company to help provide retirement income for non-executive employees at normal retirement age of approximately 60% to 70% of pre-retirement income for employees that dedicate their career to the Company.

Because tax-qualified plans limit funding for certain highly compensated employees and are not available to directors, the Company has established other retirement compensation plans for those individuals.  Certain officers, including some of the named executive officers, and certain directors are entitled to defer compensation under nonqualified plans.  The deferred compensation plan for executive officers enables them to supplement their retirement income under our qualified plans to provide them with approximately 10% of their salary at retirement as retirement income, if and to the extent they participate in the program.  For additional information regarding these plans, see “Non-Qualified Deferred Compensation – Executive Deferred Compensation Agreements” and “Director Compensation.”  The Company also maintains an Executive Benefit Plan for key employees, including some of the named executive officers.  See “Retirement Plans” for more information about the Executive Benefit Plan.  The deferred compensation program and Executive Benefit Plan are designed to provide career executive officer retirees, in conjunction with Social Security, tax qualified retirement plans and the ESOP, with approximately 70% of their pre-retirement income.

Four of our named executive officers have three-year employment agreements that provide for special payments to the executives in case of a change in control of the Company or an involuntary termination of the executive for other than cause (as defined in the agreements). Two of our named executive officers have a change in control agreement in which the executives will receive a payment in the event of a change in control of the Company. These agreements are common benefits for executives of publicly traded financial institutions, and the Company believes they are important in order to attract and retain qualified executive management.  Certain of our benefit plans also provide for accelerated payments or other benefits upon a change in control of the Company or an involuntary termination of the executive for other than cause.  See “Potential Termination and Change in Control Payments.”

Perquisites.  The Company provides perquisites designed to enhance the success of the Company.  Executive officer education is provided at industry conferences, seminars and schools, sometimes with spousal travel expenses.  Dues to country clubs, social clubs and service organizations are paid to encourage community involvement and build business relationships.  Messrs. Heeter, Botts, Viater and Caldwell receive a car allowance, and the value of the allowance is included in their taxable income.

Stock Ownership Guidelines.  We have in place Board-approved stock ownership guidelines applicable to our Section 16 officers (those officers reporting share ownership to the SEC) as well as our non-employee directors. These guidelines were established to further reinforce the alignment of the financial interests of these executives and non-employee directors with those of our long-term shareholders. Section 16 officers have five years from the time they are promoted, named to a senior leadership position or their ownership requirement is increased to achieve the ownership levels set forth in our stock ownership guidelines. The

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stock ownership levels currently applicable to our Section 16 officers and non-employee directors under these guidelines are as follows:

Level	Guideline
President and CEO	3.0× base salary
Other Section 16 Officers	2.0× base salary
Non-Employee Directors	3.0× base annual retainer

A Section 16 officer’s stock ownership requirement is based upon the officer's salary as of the date the guidelines were adopted or, if later, as of the date the officer first became subject to the guidelines. As of any date, the share value for shares owned will be the greater of the fair market value of the shares as of that date or the Section 16 officer’s or non-employee director’s cost basis in those shares.

The ownership requirement is based on actual ownership, which includes (i) all shares beneficially owned, but excluding unexercised stock options or unvested equity awards and, (ii) shares held in trust or other entity where the officer or Board member retains beneficial ownership.

The Compensation Committee and the Board review compliance with the guidelines at least annually. If a director or executive officer fails to comply with the guidelines, the Committee and/or the Board may (i) limit future equity awards, (ii) require retention of portions of future equity exercises or shares that have vested or (iii) pay future bonus amounts or Board retainers in stock.

Pay Ratio

The following is a reasonable estimate, prepared under applicable SEC rules, of the ratio of annual total compensation of our Chief Executive Officer to the median of the annual total compensation of our other employees. We determine our median employee based on salary (annualized in the case of full and part-time employees (excluding the Chief Executive Officer) as of December 31, 2019. The annual total compensation of our median employee (other than the Chief Executive Officer) for 2019 was $37,981. As disclosed in the Summary Compensation table, our Chief Executive Officer’s annual total compensation for 2019 was $715,557. Based on the foregoing, our estimate of the ratio of annual total compensation of our Chief Executive Officer to the median of the annual total compensation of all other employees was 18.8 to 1. Given the different methodologies that various public companies will use to determine an estimate of their pay ratio, the estimated ratio reported above should not be used as a basis for comparison between companies.

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Impact of Tax and Accounting

As a general matter, the Compensation Committee takes into account the various tax and accounting implications of the compensation vehicles employed by the Company.

Accounting Impact

When determining amounts of long-term incentive grants to executives and employees, the Compensation Committee examines the accounting cost associated with the grants. Under FASB ASC Topic 718, grants of equity-based awards result in an accounting charge for the Company equal to the grant date fair value of those securities.

Tax Impact

Section 162(m) of the Internal Revenue Code does not permit publicly traded companies to take income tax deductions for compensation paid to the Chief Executive Officer and the other Named Executive Officers (other than the Chief Financial Officer) to the extent that compensation exceeds $1.0 million per officer in any taxable year.

The Compensation Committee will continue to consider steps that might be in the Company’s best interests to comply with Section 162(m) of the Code. However, in establishing the cash and equity incentive compensation programs for the executive officers, the Compensation Committee believes that the potential deductibility of the compensation payable under those programs should be only one of a number of relevant factors taken into consideration, and not the sole or primary factor. The Compensation Committee believes that cash and equity incentive compensation must be maintained at the requisite level to attract and retain the executive officers essential to the Company’s financial success, even if all or part of that compensation may not be deductible by reason of the limitations of Section 162(m) of the Code.

Section 280G of the Internal Revenue Code provides that severance payments triggered by a change in control, which equal or exceed three times the individual’s “base amount” are deemed to be “excess parachute payments.” Individuals receiving parachute payments in excess of three times their base amount are subject to a 20% excise tax on the amount of the excess payments. If excess parachute payments are made, the Company and the Bank would not be entitled to deduct the amount of the excess payments. Each employment agreement provides that severance and other payments that are subject to a change in control will be reduced as much as necessary to ensure that no amounts payable to the executive will be considered excess parachute payments.

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Compensation Committee Report

The Compensation Committee has reviewed and discussed with management the “Compensation Discussion and Analysis” for the year ended December 31, 2019.  Based on this review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement. 

The foregoing report is furnished by the Compensation Committee of the Board of Directors.

Richard J. Lashley (Chairman)

Linn A. Crull

Wilbur R. Davis

Michael J. Marien

Michelle A. Altobella

Summary Compensation Table

The following table sets forth information concerning the compensation earned in 2019, 2018 and 2017 by our principal executive officer, principal financial officer and the next three most highly compensated executive officers.  Mr. Botts passed away in October 2019. As a result, Sharon Ferguson was added to the table below as a named executive officer.

Name and Principal Position		Fiscal Year	Salary		Bonus(1)	Option Awards(2)	Non-Equity Incentive Plan Compensation(3)		Change in Pension Values and Nonqualified Deferred Compensation Earnings(4)			All Other Compensation(5)		Total
David W. Heeter		2019	$	430,000	-	-	$	209,471	$	23,459	$	52,627	(6)	$	715,557
	President and Chief	2018	$	414,000	-	-	$	187,187	$	21,853	$	50,847		$	673,887
	Executive Officer	2017	$	400,000	-	-	$	182,571	$	21,365	$	48,220		$	652,156
Christopher D. Cook		2019	$	275,000	-	-	$	89,310		-	$	19,223	(7)	$	383,533
	Chief Financial Officer	2018	$	256,000	-	-	$	77,166		-	$	19,324		$	352,490
		2017	$	242,000	-	-	$	73,637		-	$	17,991		$	333,628
Patrick C. Botts		2019	$	295,833	-	-	$	137,436	$	17,935	$	38,470	(8)	$	548,841
	Executive Vice	2018	$	340,000	-	-	$	119,729	$	16,762	$	43,275		$	519,766
	President	2017	$	328,000	-	-	$	116,909	$	16,388	$	41,306		$	502,603
Charles J. Viater		2019	$	325,000	-	-	$	105,548		-	$	37,882	(9)	$	468,430
	Senior Vice President	2018	$	316,000	-	-	$	95,251		-	$	36,070		$	447,321
	of the Company	2017	$	307,000	-	-	$	93,416		-	$	36,148		$	436,564
Christopher L. Caldwell		2019	$	216,000	-	-	$	59,349		-	$	30,832	(10)	$	306,191
	Senior Vice President	2018	$	206,000	-	-	$	51,794		-	$	32,604		$	290,398
	of the Bank	2017	$	198,000	-	-	$	50,349		-	$	30,254		$	278,603
Sharon L. Ferguson		2019	$	157,000	-	-	$	41,194		-	$	8,500	(11)	$	206,694
	Senior Vice President
	of the Bank									(Footnotes on following page)

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(1)	Bonus amounts are reported under the “Non-Equity Incentive Plan Compensation” column.
(2)	No Options were awarded in fiscal 2019, 2018 and 2017.
(3)	Amount reflects payments to the named executive officers under the MutualBank Executive Variable Compensation Plan for 2019, 2018 and 2017, respectively (see “- Non-Equity Incentive Plan Compensation”).
(4)	Amount reported reflects MutualBank’s contributions to and/or the above-market earnings on amounts in each named executive officer’s Executive Deferred Compensation Agreement account.  Above-market earnings are that portion of the earnings that are at rates in excess of the applicable federal long-term rate under the Internal Revenue Code that corresponds most closely to the rate in the plan at the time it was established.
(5)	Includes amounts accrued under the Executive Benefit Plan, Bank contributions under its 401(k) plan, term life insurance premiums paid by MutualBank on behalf of the officers and ESOP allocations.
(6)	The amount includes $17,539 contributed under the Executive Benefit Plan, $13,602 in contributions by MutualBank under its 401(k) plan, $2,322 in term life insurance premiums paid by MutualBank on behalf of Mr. Heeter, and $19,164 in perquisites, consisting of $14,400 for a car allowance and $4,764 for country club dues.
(7)	The amount includes a $13,649 contribution by MutualBank under its 401(k) plan, $810 in term life insurance premiums paid by MutualBank on behalf of Mr. Cook, and $4,764 in perquisites, consisting of country club dues.
(8)	The amount includes $10,141 contributed under the Executive Benefit Plan, $9,600 in contributions by MutualBank under its 401(k) plan, $1,965 in term life insurance premiums paid by MutualBank on behalf of Mr. Botts, and $16,764 in perquisites, consisting of $12,000 for a car allowance and $4,764 for country club dues.
(9)	The amount includes a $12,017 in contributions by MutualBank under its 401(k) plan, $7,037 in term life insurance premiums paid by MutualBank on behalf of Mr. Viater, and $18,828 in perquisites, consisting of $14,400 for a car allowance and $4,428 for country club dues.
(10)	The amount includes a $10,614 contribution by MutualBank under its 401(k) Plan, $1,054 in term life insurance premiums paid by MutualBank on behalf of Mr. Caldwell, and $19,164 in perquisites, consisting of a $14,400 car allowance and $4,764 in country club dues.
(11)	The amount includes a $6,409 contribution by MutualBank under its 401(k) Plan and $2,091 in term life insurance premiums paid by MutualBank on behalf of Ms. Ferguson.

Grants of Plan-Based Awards

The following table sets forth certain information with respect to grants of plan-based awards to the named executive officers during 2019.

			Estimated Possible Payouts UnderNon-Equity Incentive Plan Awards(1)						Estimated Future Payouts Under Equity Incentive Plan Awards						All Other Stock Awards: Number of Shares of Stock or	All Other Option Awards: Number of Securities Underlying	Exercise Price of Option	Grant Date Fair Value of Stock and
Name		Grant Date	Threshold ($)		Target ($)		Maximum ($)		Threshold ($)		Target ($)		Maximum ($)		Units (#)	Options (#)	Awards ($/Sh)	Option Awards
David W. Heeter		n/a	$	51,600	$	193,500	$	258,000		-		-		-	-	-	-	-
Christopher D. Cook		n/a	$	22,000	$	82,500	$	110,000		-		-		-	-	-	-	-
Patrick C. Botts		n/a	$	35,500	$	124,250	$	177,500		-		-		-	-	-	-	-
Charles J. Viater		n/a	$	26,000	$	97,500	$	130,000		-		-		-	-	-	-	-
Christopher L. Caldwell		n/a	$	7,560	$	54,000	$	75,600		-		-		-	-	-	-	-
Sharon L. Ferguson		n/a	$	4,710	$	39,250	$	47,100
(1)	For each named executive officer, represents the threshold (i.e. lowest), target and maximum amounts that were potentially payable for 2019 under the Company’s Executive Variable Compensation Plan.  The amounts earned under these awards for 2019 are reflected in the Summary Compensation table under the “Non-Equity Incentive Plan Compensation” column.

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Equity Incentive Plans

On March 20, 2019, based upon the recommendation of the Compensation Committee, the Board of Directors approved the Company’s 2019 Omnibus Incentive Plan (the “2019 Plan”), which was subsequently approved by the Company’s stockholders at the 2019 Annual Meeting. The Plan has available as awards up to 600,000 shares.

The purpose of the 2019 Plan is to promote the long-term success, and enhance the long-term value, of the Company by linking the personal interests of employees and directors with those of the Company’s stockholders. The 2019 Plan is further intended to provide flexibility to the Company in its ability to motivate, attract, and retain the services of employees and directors upon whose judgment, interest, and special effort the successful conduct of its operation largely is dependent, in a manner that does not expose the Company to imprudent risks and that is consistent with the long-term health of the Company. No awards were made under this Plan during fiscal 2019.

Outstanding Equity Awards at Fiscal Year-End

There were no stock options held by named executive officers at December 31, 2019.

		Option Awards			Stock Awards
Name		Number of Shares Acquired on Exercise	Value Realized on Exercise(1)		Number of Shares Acquired on Vesting	Value of Realized on Vesting(2)
David W. Heeter		40,000	$	1,322,760	-	-
Christopher D. Cook		31,462	$	1,032,329	-	-
Patrick C. Botts		-	$	-	-	-
Charles J. Viater		35,000	$	809,500	-	-
Christopher L. Caldwell		5,000	$	115,725	-	-
Sharon L. Ferguson		5,500	$	125,625	-	-
(1)	Value realized on exercise represents the excess of the fair market value of the shares acquired at exercise over the exercise price of the option.
(2)	Value realized on vesting represents the fair market value of the shares on the vesting date.

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Non-Equity Incentive Plans

In March 2019, based on a recommendation from its Compensation Committee, the Board of Directors of the Company approved the MutualBank 2019 Executive Variable Compensation Plan, which provided for cash incentive payments to designated executives of the Company, including the five named executive officers.  This cash incentive plan provides for one-time payments to the designated executives based on the Company’s 2019 Basic EPS.  Under the plan, cash payments would be calculated as a percentage of 2019 base salary, with the appropriate percentage determined by whether a targeted Basic EPS level was met for 2019.  For the named executive officers of the Company, the plan established a range of Basic EPS levels (including the Company’s target Basic EPS based on its 2019 budget) based upon internal forecasts for the performance of the Company and a range of percentage of salary cash incentive payments for meeting these designated Basic EPS levels based upon each officer’s anticipated contribution to that performance as follows:

Name	2019 Base Salary		Range of Possible Incentive Payments As a Percentage of Base Salary
David W. Heeter	$	430,000	12.0% to 60.0%
Christopher D. Cook	$	275,000	8.0% to 40.0%
Patrick C. Botts	$	355,000	10.0% to 50.0%
Charles J. Viater	$	325,000	8.0% to 40.0%
Christopher L. Caldwell	$	216,000	3.5% to 35.0%
Sharon L. Ferguson	$	157,000	3.0% to 30.0%

The Company’s Basic EPS for 2019 was 2.77%, which was a Basic EPS level that entitled the named executive officers to a cash payment under the plan.  Messrs. Heeter, Cook, Botts, Viater, Caldwell and Ferguson qualified for an incentive cash payment of 49%, 32%, 39%, 32%, 27% and 26%, respectively of his or her 2019 base salary.  The Compensation Committee and the Board determined that payments at that level were appropriate and awarded Messrs. Heeter, Cook, Botts, Viater and Caldwell cash payments of $209,471; $89,310; $137,436; $105,548; $59,349 and $41,914 respectively, for 2019, which payments were made in early 2020.

The plan does not create any vested rights in the participants and may be modified, repealed or discontinued at any time by the Board of Directors.  In addition, the plan includes a clawback requiring repayment to the extent any payment made is later determined to have been based on performance measurements that are subsequently deemed to be inaccurate due to misstatement or misrepresentation.  No awards were made in 2020.

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Nonqualified Deferred Compensation

The Bank maintains an executive deferral program for the benefit of designated senior executives, including Messrs. Heeter and Botts, to supplement their retirement earnings to provide them with approximately another 10% of their expected salary at retirement as additional annual retirement income, after Social Security benefits, ESOP shares and income from all retirement plans of the Bank, to the extent they chose to participate in the program.  Pursuant to the agreements under the program, key executives have been provided an additional opportunity to defer, at their choice, 1% to 15% of their base salary into a non-qualified deferral program.  For each participant, the Bank matched $.50 of every dollar deferred, up to a maximum match established in each person’s agreement.  The Bank also pays interest on each account at a rate of 10%, which rate was set at the inception of the plan in 1993 and was not an above-market rate at that time.  Matching contributions and interest vest over five years.  The Bank maintains a record of all amounts deferred by the executive.  Benefits are paid to the executives when they reach age 65.  The deferred compensation benefit is the annuitized value, at 10%, of the executive’s account, which value is paid in monthly installments over 15 years.  The plan provides for earlier payouts for disability and for continued payouts as death benefits.  Deferrals under this plan ceased after 2008; however, annual earnings at 10% continue.  For the year ending December 31, 2019, the aggregate earnings accrued for Messrs. Heeter and Botts on their deferred compensation balances (a portion of which also is reflected in the 2019 Summary Compensation Table) were $37,898 and $28,975, respectively.

Non Qualified Deferred Compensation Table for 2019

The following table sets forth certain information with respect to our Executive Deferred Compensation Agreements with each named executive officer for the year ended December 31, 2019.

Name		Name of Plan	Executive Contributions in 2019	Company Contributions in 2019	Aggregate Earnings in 2019		Aggregate Balance at 12/31/19
David W. Heeter(1)		Deferred Compensation	-	-	$	37,898	$	399,817
Christopher D. Cook		---	-	-	$	-	$	-
Patrick C. Botts(2)		Deferred Compensation	-	-	$	28,975	$	300,155
Charles J. Viater		---	-	-	$	-	$	-
Christopher L. Caldwell		---	-	-	$	-	$	-
Sharon L. Ferguson		---	-	-	$	-	$	-
(1)	$23,459 of the reported earnings for Mr. Heeter in 2019 also are reflected in the 2019 Summary Compensation Table.
(2)	$17,935 of the reported earnings for Mr. Botts in 2019 also are reflected in the 2019 Summary Compensation Table.

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Retirement Plans

The Company has designed retirement plans or programs to ensure our employees have adequate income levels after employment.  Prior to July 2009, the Company maintained a 401(k) Retirement Savings Plan, in which the Compensation Committee determined the amount of Company contributions for all employees.  The Company also maintained an ESOP designed to ensure all employees have a vested interest in the success of the Company.  The ESOP purchased shares of the Company’s stock in 1999, which were allocated to employees annually over 15 years.  On July 1, 2009, these two qualified plans were combined into a KSOP.  This reduced our administrative expenses and provides employee compensation tied to the success of the Company.  Under the KSOP, in addition to the regular ESOP allocations, employee contributions are matched. 

The Company also maintains a non-qualified Executive Benefit Plan (“Benefit Plan”) for key employees, including Messrs. Heeter and Botts.  The Benefit Plan is designed to provide the executives with retirement income, in conjunction with Social Security and the KSOP, of approximately 60% of their pre-retirement income.  An estimated annual retirement payment is established based on the individual’s anticipated salary at retirement, estimates of the person’s retirement income from Social Security benefits, all tax qualified plans of the Bank and an assumed 8% annual rate of return.  This estimated payment amount is reviewed periodically for changes in the relevant factors.

The Bank makes an annual payment to each participant for the purpose of funding the cost of their future benefit.  Those contributions are taxable income to the participant in the year they are made and are reflected in the 2019 Summary Compensation Table.

Under the Benefit Plan, if the executive is involuntarily terminated other than for cause or in connection with a change in control, the Bank must make a lump sum contribution to the executive of the full contribution for the then-current year and the present value, based on an 8% rate, of the next five years of required contributions (or of all required remaining contributions if less).  In addition, if the executive is deemed to be terminated in connection with a change of control, the Bank must make a lump sum final contribution to the executive’s account equal to the present value, at 8%, of all remaining contributions required under then-current payout estimates, through age 65. 

In the 2008 acquisition of another financial institution, the Bank assumed the terms of the Salary Continuation Agreement between that entity and Mr. Viater, which provides for an annual retirement benefit of $60,000 payable in monthly installments for 15 years if he retires at the age of 60 or later.  Any payments made upon a change in control are subject to reduction to avoid adverse tax consequences under Section 280G. 

Employment Agreements

The Bank has entered into three-year employment agreements with Messrs. Heeter, Cook, Botts and Viater which provide for annual one-year extensions, if authorized by the Compensation Committee and the Board.  Under these agreements, each executive’s salary is reviewed for adjustments annually and cannot be decreased below any adjusted level.  The 2019 base salaries of Messrs. Heeter, Cook, Botts and Viater under these agreements are $430,000, $275,000, $355,000 and $325,000, respectively.  Under these agreements, each executive is entitled to participate equitably in discretionary bonuses awarded to executive employees and in the Bank’s other employee benefit plans, including medical, dental, group life, disability and accidental death and dismemberment insurance benefits.  Each agreement provides that the executive’s employment may be terminated by the Bank or by the executive at any time and also provides for termination upon the occurrence of certain events specified by federal regulations.  If the executive’s employment is terminated due to disability, he would receive his salary and other benefits for the remainder of the three-year term, with a reduction in his salary for disability insurance payments from insurance purchased by the Bank.  If the executive’s employment is terminated due to death, his estate would receive all benefits under the agreement through the end of the month in which the executive dies.  If the executive’s employment is terminated for cause or voluntarily by the executive, he would receive all benefits under the agreement

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through that termination date.  If the executive’s employment is terminated by constructive termination, with no change in control, the Bank would be required to pay to the executive his then-current salary over the three-year term and to provide the executive with his then-current employee health benefits for the remaining term of his agreement.  If the executive’s employment is involuntarily terminated in connection with a change in control, MutualBank must pay to the executive in a lump sum 299% of his Section 280G base amount (the base amount is essentially the executive’s average annual Box 1, W-2 compensation during the five full calendar year periods prior to the effective date of the termination) and continue to provide substantially the same health benefits as were being provided to the executive officers of MutualBank immediately prior to the change in control, in each case subject to reduction to ensure deductibility under Section 280G of the Internal Revenue Code.  The executives have no responsibility to mitigate amounts owed to them under the agreements nor does any compensation received from another employer reduce post-termination compensation under the agreements.  The agreements provide that for the three years following any termination of employment, each officer will be prohibited from soliciting Company or Bank depositors, customers and employees to leave the Company or the Bank. As a result of Mr. Botts death in October 2019, his estate was paid through the end of October, the month in which he passed, pursuant to his agreement.

Change in Control Agreement

The Bank entered into a Change in Control Agreement with Mr. Caldwell and Ms. Ferguson on October 15, 2017 which provides for annual one-year extensions, if authorized by the Compensation Committee and the Board. Under the agreement, if Mr. Caldwell’s or Ms. Ferguson’s employment is terminated within twelve months subsequent to a Change in Control for any reason other than for cause, disability, retirement or as a result of Mr. Caldwell’s or Ms. Ferguson’s death, or if Mr. Caldwell or Ms. Ferguson resigns for good reason as a result of any material breach of the change in control agreement by Mr. Caldwell’s or Ms. Ferguson’s employer or as a result of a material change in the location where Mr. Caldwell or Ms. Ferguson works, Mr. Caldwell and Ms. Ferguson will be entitled to a lump sum payment equal to his or her annual compensation plus the cost of benefits over a twelve month period including the cost of all group insurance, life insurance, health and accident and disability insurance and any other benefit plan program or insurance he or she was entitled to participate in immediately prior to his or her termination. In the event of his termination, Mr. Caldwell would be entitled to receive $398,974 based on his compensation for 2019. In the event of her termination, Ms. Ferguson would be entitled to receive $331,373 based on her compensation for 2019.

In the 2008 acquisition of another financial institution, the Bank also assumed Mr. Viater’s director fee continuation agreement, which provides that if he retires after attaining age 65 and continues to serve as a director for at least five years, he would be entitled to an annual retirement benefit for 10 years equal to 50% of any director fees paid to him during the last plan year before ending service.  In the event of a change in control followed within 24 months by a termination of service as a director prior to age 72, the director would be entitled to receive the present value of the normal retirement benefit (without regard to years of service).

Potential Payments upon Termination of Employment or Change in Control

The following tables show the approximate value of the benefits and payments that the Named Executive Officers would have been entitled to receive as of December 31, 2019 had their employment been terminated or had a change in control occurred on that date. The table excludes (i) amounts accrued through December 31, 2019 that would be paid in the normal course of continued employment, such as accrued but unpaid salary and bonus amounts, (ii) vested account balances under the Company’s KSOP plan, and (iii) already vested equity awards.

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David W. Heeter

		Compensation and Health Insurance Benefit Continuation			Accelerated Vesting of Equity Incentive Awards			Total Benefits to be Received
Termination/Change in Control Scenario
Termination for Cause		$	-		$	-	$	-
Voluntary Termination Without Good Reason		$	-		$	-	$	-
Involuntary Termination Other Than in Connection With or Within 12 Months After a Change in Control		$	2,735,925	(1)	$	-	$	2,735,925
Involuntary Termination Without Cause or Voluntary Termination With Good Reason After a Change in Control		$	2,735,925		$	-	$	2,735,925
Death		$	35,833	(2)	$	-	$	35,833
Disability		$	1,344,000	(3)	$	-	$	1,344,000
(1)	Represents payment of Mr. Heeter’s salary and benefits for the remaining term of his employment agreement (i.e. through December 31, 2022), assuming Mr. Heeter’s employment is terminated by MutualFirst on December 31, 2019.
(2)	Represents continued payment of Mr. Heeter’s salary through the end of the month in which his death occurred, as provided in his employment agreement.  The amount shown is one month’s salary.
(3)	Represents payment of Mr. Heeter’s salary and benefits for the remaining term of his employment agreement (i.e. through December 31, 2022), assuming Mr. Heeter’s employment is terminated by MutualFirst on December 31, 2019 after having established that he is permanently disabled, less any proceeds received for a disability policy maintained by the Bank

Christopher D. Cook

		Compensation and Health Insurance Benefit Continuation			Accelerated Vesting of Equity Incentive Awards			Total Benefits to be Received
Termination/Change in Control Scenario
Termination for Cause		$	-		$	-	$	-
Voluntary Termination Without Good Reason		$	-		$	-	$	-
Involuntary Termination Other Than in Connection With or Within 12 Months After a Change in Control		$	1,477,511	(1)	$	-	$	1,477,511
Involuntary Termination Without Cause or Voluntary Termination With Good Reason After a Change in Control		$	1,477,511		$	-	$	1,477,511
Death		$	22,917	(2)	$	-	$	22,917
Disability		$	879,000	(3)	$	-	$	879,000
(1)	Represents continued payment of Mr. Cook’s salary and benefits for the remaining term of his employment agreement (i.e. through December 31, 2022), assuming Mr. Cook’s employment is terminated by MutualFirst on December 31, 2019.
(2)	Represents continued payment of Mr. Cook’s salary through the end of the month in which his death occurred, as provided in his employment agreement.  The amount shown is one month’s salary.
(3)	Represents continued payment of Mr. Cook’s salary and benefits for the remaining term of his employment agreement (i.e. through December 31, 2022), assuming Mr. Cook’s employment is terminated by MutualFirst on December 31, 2019 after having established that he is permanently disabled, less any proceeds received for a disability policy maintained by the Bank.

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Charles J. Viater

		Compensation and Health Insurance Benefit Continuation			Accelerated Vesting of Equity Incentive Awards			Total Benefits to be Received
Termination/Change in Control Scenario
Termination for Cause		$	-		$	-	$	-
Voluntary Termination Without Good Reason		$	-		$	-	$	-
Involuntary Termination Other Than in Connection With or Within 12 Months After a Change in Control		$	2,119,362	(1)	$	-	$	2,119,362
Involuntary Termination Without Cause or Voluntary Termination With Good Reason After a Change in Control		$	2,119,362		$	-	$	2,119,362
Death		$	27,083	(2)	$	-	$	27,083
Disability		$	1,029,000	(3)	$	-	$	1,029,000
(1)	Represents continued payment of Mr. Viater’s salary and benefits for the remaining term of his employment agreement (i.e. through December 31, 2022), assuming Mr. Viater’s employment is terminated by MutualFirst on December 31, 2019.
(2)	Represents continued payment of Mr. Viater’s salary through the end of the month in which his death occurred, as provided in his employment agreement.  The amount shown is one month’s salary.
(3)	Represents continued payment of Mr. Viater’s salary and benefits for the remaining term of his employment agreement (i.e. through December 31, 2022), assuming Mr. Viater’s employment is terminated by MutualFirst on December 31, 2019 after having established that he is permanently disabled, less any proceeds received for a disability policy maintained by the Bank.

Christopher L. Caldwell

	Compensation and Health Insurance Benefit Continuation		Accelerated Vesting of Equity Incentive Awards			Total Benefits to be Received
Termination/Change in Control Scenario
Termination for Cause	$	-	$	-	$	-
Voluntary Termination Without Good Reason	$	-	$	-	$	-
Involuntary Termination Other Than in Connection With or Within 12 Months After a Change in Control	$	-	$	-	$	-
Involuntary Termination Without Cause or Voluntary Termination With Good Reason After a Change in Control	$	398,974	$	-	$	398,974
Death	$	-	$	-	$	-
Disability	$	-	$	-	$	-

Sharon L. Ferguson

	Compensation and Health Insurance Benefit Continuation		Accelerated Vesting of Equity Incentive Awards			Total Benefits to be Received
Termination/Change in Control Scenario
Termination for Cause	$	-	$	-	$	-
Voluntary Termination Without Good Reason	$	-	$	-	$	-
Involuntary Termination Other Than in Connection With or Within 12 Months After a Change in Control	$	-	$	-	$	-
Involuntary Termination Without Cause or Voluntary Termination With Good Reason After a Change in Control	$	331,373	$	-	$	331,373
Death	$	-	$	-	$	-
Disability	$	-	$	-	$	-

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Director Compensation

The Company uses a combination of cash and stock-based compensation to attract and retain qualified persons to serve as non-employee directors of the Company and the Bank.  Each director of the Company also is a director of the Bank.  Directors are not compensated separately for their service on the Company’s Board of Directors.  In setting director compensation, the Board of Directors considers the significant amount of time and level of skill required for service on the Boards of the Company and the Bank, particularly due to the duties imposed on directors of public companies and financial institutions.  The types and levels of director compensation are annually reviewed and set by the Compensation Committee and ratified by the full Board of Directors. 

For the year ending December 31, 2019, each director received an annual fee of $36,000 for serving on the Bank’s Board of Directors, except for Messrs. Heeter, Botts, and Viater, who were compensated as executive officers of the Bank and are not separately compensated as directors.  Mr. Davis receives an additional $12,000 per year for serving as Chairman of the Board of Directors; Mr. Crull receives an additional $5,000 for serving as the Chairman of the Audit/Compliance Committee; Mr. Lashley receives an additional $3,000 for serving as Chairman of the Compensation Committee; and Mr. Hughes receives an additional $3,000 for serving as the Chairman of the Wealth Management Committee.  In addition, each director receives $200.00 per Board committee meeting attended and the Audit/Compliance Committee members receive $400.00 per meeting attended. No stock options were granted to directors in 2019.

The Bank maintains deferred compensation arrangements with some directors, which allowed them to defer all or a portion of their Board fees earned before September 2008 and earn interest on deferred amounts at the rate of 10% per year, which rate was set at the inception of the plan in 1993 and was not an above-market rate at that time.  Participants receive the deferred amounts as income when they are no longer serving as active directors.  The participant may choose to receive the deferred payments in a lump sum or in annual installments for 15 years beginning at age 70. 

Messrs. Levy and Marien were parties to director fee continuation agreements with the institution acquired in 2008, which were assumed by the Company.  Those agreements provided that if the director retired after attaining age 72 and had served as a director for at least five years, he would be entitled to an annual retirement benefit for five years (or 10 years, if the director had more than 10 years of service) equal to 50% of the total fees paid to him during the last plan year before ending service.  These agreements also provided that, in the event of a change in control followed within 24 months by a termination of service as a director prior to age 72, the director would be entitled to receive the present value of the normal retirement benefit (without regard to years of service) paid in a lump sum.

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Director Compensation Table for 2019

The following table provides compensation information for each member of our Board of Directors during the year ending December 31, 2019 (except for Messrs. Heeter, Botts and Viater, whose compensation is reported as named executive officers).  All prior stock options and restricted stock awards to non-officer directors were fully vested at December 31, 2019, and no stock option or restricted stock awards were granted to non-officer directors during 2019.

Name		Fees Earned or Paid in Cash		Option Awards	Change in Pension Value and Non Qualified Deferred Compensation Earnings(1)		All Other Compensation(2)		Total
Michelle A. Altobella		$	36,800	---	$	-	-	$	36,800
Mark L. Barkley		$	36,600	---	$	-	-	$	36,600
James M. Bernard		$	37,600	---	$	-	-	$	37,600
Linn A. Crull(3)		$	44,200	---	$	43,252	-	$	87,452
Wilbur R. Davis(4)		$	50,400	---	$	70,732	-	$	121,132
Brian C. Hewitt		$	36,800	---	$	-	-	$	36,800
William V. Hughes(5)		$	39,800	---	$	-	-	$	39,800
Richard J. Lashley(6)		$	41,400	---	$	-	-	$	41,400
Edward C. Levy (7)		$	38,400	---	$	-	-	$	38,400
Michael J. Marien(8)		$	37,600	---	$	-	-	$	37,600
James D. Rosema(9)		$	15,200	Retired	$	61,665	-	$	15,200
(1)	Amounts reported for Messrs. Crull and Davis reflect only the above-market earnings on their deferred compensation accounts.
(2)	No director received personal benefits or perquisites exceeding $10,000 in the aggregate. The earnings on each director’s deferred compensation account, excluding the above-market earnings reported in the preceding column, are reported in the footnotes below.
(3)	Fees paid include $3,200 for committee meetings attended and $5,000 as audit committee chair. As of December 31, 2019, Mr. Crull owned exercisable options for 2,500 shares of Company stock.  Mr. Crull’s other 2019 earnings on his deferred compensation account were $44,200.
(4)	Fees paid include $2,400 for committee meetings attended and $12,000 as chairman fee. As of December 31, 2019, Mr. Davis owned exercisable options for 5,000 shares of Company stock.  Mr. Davis’ other 2019 earnings on his deferred compensation account were $50,400.
(5)	Fees paid include $800 for committee meetings attended and $3,000 as Wealth Management Committee Chair.
(6)	Fees paid include $2,400 for committee meetings attended and $3,000 as Compensation Committee Chair.
(7)	Fees paid include $2,400 for committee meetings attended.
(8)	Fees paid include $1,600 for committee meetings attended.
(9)	Mr. Rosema retired as a director the Company at the 2019 Annual Meeting of Shareholders.

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Item 12.  Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table provides information as of December 31, 2019 of each of MutualFirst Financial’s directors, by the named executive officers of MutualFirst Financial and by all directors and executive officers of MutualFirst Financial as a group as well as the persons known to MutualFirst Financial to be the beneficial owners of more than 5% of MutualFirst Financial’s outstanding common stock.

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and includes generally voting power and/or investment power with respect to securities. Shares of common stock that an individual has a right to acquire within 60 days after December 31, 2019, including pursuant to stock options to purchase shares of common stock, are deemed outstanding for purposes of computing the percentage of beneficial ownership owned by the person holding such security, but are not deemed outstanding for purposes of computing the percentage beneficially owned by any other person. Except as indicated by footnote, MutualFirst Financial believes that the persons named in this table, based on information provided by these persons, have sole voting and investment power with respect to the securities indicated. The address of each of MutualFirst Financial’s directors and executive officers is care of MutualFirst Financial, Inc., 110 E. Charles Street, Muncie, Indiana 47305.

Name of Beneficial Owner	MutualFirst Financial Common Shares Beneficially Owned		Percentage of Class
Wilbur R. Davis	51,700	(1)	*
David W. Heeter	63,920	(2)	*
Mark L. Barkley	313,600	(3)	3.64
Linn A. Crull	61,000	(4)	*
Brian C. Hewitt	1,560		*
William V. Hughes	33,549	(5)	*
Richard J. Lashley	717,773	(6)	8.34
Edward C. Levy	31,931		*
Michael J. Marien	48,845		*
Charles J. Viater	244,021	(7)	2.83
Michelle A. Altobella	150		*
James M. Bernard	2,200	(8)	*
Christopher D. Cook	42,671	(9)	*
Christopher L. Caldwell	12,243	(10)	*
Sharon L. Ferguson	9,212
All Directors and Executive Officers as a Group (15 persons)	1,634,375	(11)	18.99
PL Capital Group/Richard J. Lashley 47 E. Chicago Avenue Suite 328 Naperville, Illinois 60540	715,773	(12)	8.32
Ancora Advisors, LLC 6060 Parkland Blvd Suite 200 Cleveland, Ohio 44124	530,725	(13)	6.17
Dimensional Fund Advisors LP Palisades West, Building One 6300 Bee Cave Road Austin, Texas 78746	462,851	(14)	5.43
* Ownership is less than 1% of the class.
(Footnotes are on next page)

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________________________

(1) Includes options for 5,000 shares and 20,000 shares owned by Mr. Davis’s spouse. 

(2) Includes 14,490 shares allocated to Mr. Heeter in the ESOP and 2,917 shares held in a charitable trust established by Mr. Heeter for which he has voting and dispositive power over all the shares.

(3) Includes 188,650 shares held directly and 124,950 shares held by the Eleanor T. Barkley, LP for which Mr. Barkley is the manager.

(4) Includes options for 2,500 shares and 20,000 shares owned by Mr. Crull’s spouse.

(5) Includes options for 4,000 shares, 500 shares owned by Mr. Hughes’ spouse and 4,000 shares in an IRA account. 

(6) Of the shares reported as beneficially owned by Mr. Lashley, 352,451 shares of common stock are held in the name of Financial Edge Fund, L.P.; 154,723 shares of common stock are held in the name of Financial Edge-Strategic Fund, L.P.; 66,886 shares of common stock are held in the name of PL Capital/Focused Fund, L.P.; 141,713 shares of common stock are held in the name of Goodbody/PL Capital, L.P.; and 2,000 shares of common stock are held in Mr. Lashley's IRA.  With regard to the shares held by Financial Edge Fund, L.P., Financial Edge-Strategic Fund, L.P., PL Capital/Focused Fund, L.P., and Goodbody/PL Capital, L.P., Mr. Lashley reports beneficial ownership above because he has shared voting and dispositive power as a Managing Member of PL Capital, LLC and Goodbody/PL Capital, LLC, the general partners of the funds, and as a Managing Member of PL Capital Advisors, LLC, the investment advisor of the Funds.  Mr. Lashley disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

(7) Includes 16,033 shares in Mr. Viater’s 401(k) account; 25,694 shares allocated to Mr. Viater in the ESOP. 

(8) Mr. Bernard is a representative of Ancora Advisors. See footnote 14.

(9) Includes 4,883 shares allocated to Mr. Cook in the ESOP.

(10) Includes 2,115 shares allocated to Mr. Caldwell in the ESOP.

(11) This amount includes options for 11,500 shares held by directors and executive officers.  This amount does not include the 200,000 shares owned by the MutualBank Charitable Foundation, Inc., which is an Indiana non-profit corporation and 501(c)(3) tax-exempt organization with no stock or stockholders.  Two of the six directors and all the officers of the foundation also are directors or officers of the Company or the Bank.  Pursuant to its charter and applicable federal regulations, these shares are required to be voted in any stockholder vote in the same ratio as the votes cast by all other stockholders of the Company.

(12) According to filings under the Exchange Act, the PL Capital Group consists of the following persons and entities which share beneficial ownership of certain of the shares: Financial Edge Fund, L.P. (“Financial Edge Fund”); Financial Edge-Strategic Fund, LP (“Financial Edge Strategic”); PL Capital Focused Fund, L.P. (‘Focused Fund”), PL Capital, LLC (“PL Capital’), general partner of Financial Edge Fund, Financial Edge Strategic and Focused Fund; PL Capital Advisors, LLC (“PL Capital Advisors”), the investment advisor to Financial Edge Fund, Financial Edge Strategic, Focused Fund and Goodbody/PL LP; Goodbody /PL Capital LP (“Goodbody/PL LP”);Goodbody/PL Capital LLC(“Goodbody/PL LLC”), general partner of Goodbody/PL LP; John W. Palmer as managing member of PL Capital, PL Capital Advisors and Goodbody/PL LLC and individually; Richard Lashley, as managing member of PL Capital, PL Capital Advisors and Goodbody/PL LLC, and individually. Mr. Lashley is also a director of the Company. PL Capital Group has shared voting and dispositive power over 715,773 shares.

(13) Represents shares held by Ancora Advisors, LLC, a registered investment advisor, as filed on Schedule 13-D/A on March 2, 2018 and as updated with information provided to the Company on Schedule 13-F.  Ancora Advisors, LLC reported sole voting and dispositive power over 530,725 shares. Mr. Bernard is a representative of Ancora Advisors but he does not possess voting or dispositive power over the shares reported.

(14) Represents shares held by clients of Dimensional Fund Advisors LP, an investment advisor, which disclaims beneficial ownership of these shares.  Dimensional Fund Advisors LP filed an amended Schedule 13G with the SEC on February 12, 2020.

Equity Compensation Plan Information. The following table summarizes our equity compensation plans as of December 31, 2019.

	Number of securities to be	Weighted-average		Number of securities
	issued upon exercise of	exercise price of		remaining available for future
	outstanding options, warrants	outstanding options,		issuance under equity
Plan Category	and rights	warrants and rights		compensation plan
Equity compensation plans approved by security holders	-	$	-	600,000	(1)
Equity compensation plans not approved by security holders	-	$	-	-

____________________

(1) No shares were awarded under this plan.

Item 13.  Certain Relationships and Related Transactions

The Company and the Bank may engage in transactions or series of transactions with our directors, executive officers and certain persons related to them.  Except for loans by the Bank, which are governed by a separate policy, these transactions are considered “related party” transactions under applicable regulations of the SEC and are subject to review and approval of the Audit/Compliance Committee and ratification by the Board of

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Directors.  All other transactions with executive officers, directors and related persons are approved by the Board of Directors. 

The Bank has a written policy of granting loans to officers and directors, which fully complies with all applicable federal regulations.  Loans to directors and executive officers are made in the ordinary course of business and on substantially the same terms and conditions, including interest rates and collateral, as those of comparable transactions with non-insiders prevailing at the time, in accordance with the Bank’s underwriting guidelines, and do not involve more than the normal risk of collectability or present other unfavorable features.  These loans to directors and executive officers are not made at preferential rates; however, certain closing fees are waived.  No director, executive officer or any of their affiliates had aggregate indebtedness to the Bank at below-market interest rates exceeding $120,000 in the aggregate since December 31, 2018.  Loans to all directors and executive officers and their associates totaled approximately $11.6 million at December 31, 2019, which was approximately 5.1% of the Company’s consolidated stockholders’ equity at that date.  All loans to directors and executive officers were performing in accordance with their terms at December 31, 2019.

Independence and Ethics Code

The Board has determined that Directors Crull, Davis, Hewitt, Lashley, Levy, Marien, Rosema, Altobella and Bernard, who constitute a majority of our Board members, are “independent directors,” as that term is defined in the NASDAQ listing standards.  Among other things, when making this determination, the Board considers each director’s current or previous employment relationships and material transactions or relationships with the Company or the Bank, members of their immediate family and entities in which the director has a significant interest.  The purpose of this review is to determine whether any relationships or transactions exist or have occurred that are inconsistent with a determination that the director is independent.  Among other matters, in reaching its determination on independence, the Board considered the fact that certain of the directors or their affiliates have borrowed money from the Bank.  See "Election of Directors - Business Relationships and Transactions with Executive Officers, Directors and Related Persons."

The Board of Directors has adopted a Code of Business Conduct and Ethics that applies to all directors, officers and employees.  You may obtain a copy of the Code free of charge by writing to the Corporate Secretary of the Company, 110 E. Charles Street, Muncie, Indiana 47305-2400 or by calling (765) 747-2800.  The Code of Business Conduct and Ethics is also available at http://www.bankwithmutual.com/conduct.

Board Leadership Structure and Risk Oversight

As noted above, the positions of Chairman of the Board of the Company and Chief Executive Officer and President of the Company are held by separate persons.  This has been the case since the Company was formed.  The Board believes this structure is appropriate for the Company and the Bank because it creates a clear line between management by the executive management and oversight of management by the Board of Directors, led by the Chairman.

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Item 14.  Principal Accountant Fees and Services

Services and Payments

During the year ending December 31, 2019, BKD, LLP provided various audit, audit-related and non-audit services to the Company as follows:  (1) the audit of the Company’s 2019 annual financial statements; (2) the review of 2019 financial statements in the Company’s Quarterly Reports on Form 10-Q; and (3) tax services. 

The aggregate fees billed to the Company by BKD, LLP and its affiliates for the years ending December 31, 2019 and 2018 were as follows:

		Year Ending December 31,
		2019		2018
Audit Fees		$	420,701	$	408,538
Audit Related Fees(1)		$	15,575	$	16,650
Tax Fees(2)		$	37,950	$	37,425
All Other Fees		$	-	$	-
(1)	Primarily for assistance with benefit plan issues.
(2)	Primarily for tax compliance, tax advice, and tax return preparation services.

Pre-Approval of Audit and Non-Audit Services

Pursuant to the terms of its charter, the Audit/Compliance Committee is responsible for the appointment, compensation, retention and oversight of the work of the independent auditors.  The Audit/Compliance Committee must pre-approve the engagement letters and the fees to be paid to the independent auditors for all audit and permissible non-audit services to be provided by the independent auditors and consider the possible effect that any non-audit services could have on the independence of the auditors.  The Audit/Compliance Committee may establish pre-approval policies and procedures, as permitted by applicable law and SEC regulations and consistent with its charter for the engagement of the independent auditors to render permissible non-audit services to the Corporation, provided that any pre-approvals delegated to one or more members of the committee are reported to the committee at its next scheduled meeting.  At this time, the Audit/Compliance Committee has not adopted any delegated pre-approval policies.

The Audit/Compliance Committee of the Board has authorized BKD, LLP to provide to the Company tax services and certain services in connection with the administration of our benefit plans.  In authorizing those services, the Committee determined that providing those services were compatible with maintaining BKD, LLP’s independence.

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PART IV

Item 15.  Exhibits and Financial Statement Schedules

(a)(1) List of Financial Statements

The following are contained in Item 8 of this Form 10‑K:

Annual Report Section

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets at December 31, 2019 and 2018

Consolidated Statements of Income for the Years Ended December 31, 2019, 2018 and 2017

Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2019, 2018 and 2017

Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2019, 2018 and 2017

Consolidated Statements of Cash Flows for the Years Ended December 31, 2019, 2018 and 2017

Notes to Consolidated Financial Statements, December 31, 2019, 2018 and 2017

(a)(2) Financial Statement Schedules:

All financial statement schedules have been omitted as the information is not required under the related instructions or is not applicable.

(a)(3) Exhibits:

Regulation S-K Exhibit Number	Document
2.1	Agreement and Plan of Merger, dated as of October 4, 2017, by and among the Registrant and Universal Bancorp (incorporated herein by reference to the Registration Statement on Form S‑4 filed with the SEC on January 17, 2018 (No. 333‑222583))
2.1(a)	Agreement and Plan of Merger, dated as of October 29, 2019 by and between Northwest Bancshares, Inc. and MutualFirst Financial, Inc. (incorporated herein by reference to Exhibit 2.1 to the Registrant's Current Report on Form 8-K filed with the SEC on October 29, 2019 (No. 000-27905))
3.1	Articles of Incorporation (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form S‑1 filed with the SEC on September 16, 1999 (No. 333‑87239))
3.1a	Articles Supplementary to the Articles of Incorporation (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8‑K filed with the SEC on July 15, 2008 (File No. 000‑27905))
3.2	Amended and Restated Bylaws of the Registrant (incorporated herein by reference to Exhibit 3(ii) to the Registrant’s Current Report on Form 8‑K filed with the SEC on February 27, 2015 (File No. 000‑27905))
4.1	Certificate of Registrant’s common stock (incorporated herein by reference to Exhibit 4.0 to the Registrant’s Registration Statement on Form S‑1 filed with the SEC on September 16, 1999 (No. 333‑87239))
4.2	Description of the Registrant's Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934
10.1	Amended and Restated Employment Agreement between the Registrant, MutualBank and David W. Heeter (incorporated herein by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10‑Q for the quarter ended September 30, 2016 (File No. 000‑27905))

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10.2	Amended and Restated Employment Agreement between the Registrant, MutualBank and Patrick D. Botts (incorporated herein by reference to Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2016 (File No. 000-27905))
10.3	Amended and Restated Employment Agreement between the Registrant, MutualBank and Christopher D. Cook (incorporated herein by reference to Exhibit 10.22 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2016 (File No. 000-27905))
10.4	Amended and Restated Employment Agreement between the Registrant, MutualBank and Charles J. Viater (incorporated herein by reference to Exhibit 10.14 to the Registrant’s Quarterly Report on Form 10‑Q for the quarter ended September 30, 2016 (File No. 000‑27905))
10.5	Salary Continuation Agreement between the Registrant and Charles J. Viater (incorporated herein by reference to Exhibit 10.17 to the Registrant’s Annual Report on Form 10‑K for the year ended December 31, 2008 filed with the SEC on March 23, 2009 (File No. 000‑27905))
10.6	Form of Supplemental Retirement Plan Income Agreements for David W. Heeter and Patrick C. Botts (incorporated herein by reference to Exhibit 10.3 to the Registrant’s Annual Report on Form 10‑K for the year ended December 31, 1999 filed with the SEC on March 30, 2000 (File No. 000‑27905))
10.7	Form of Director Shareholder Benefit Program Agreement, as amended, for Jerry D. McVicker (incorporated herein by reference to Exhibit 10.4 to the Registrant’s Annual Report on Form 10‑K for the year ended December 31, 2000 filed with the SEC on April 2, 2001 (File No. 000‑27905))
10.8	Form of Executive Deferred Compensation Plan Agreements for David W. Heeter and Patrick C. Botts (incorporated herein by reference to Exhibit 10.4 to the Registrant’s Annual Report on Form 10‑K for the year ended December 31, 1999 filed with the SEC on March 30, 2000 (File No. 000‑27905))
10.9	Registrant’s 2000 Stock Option and Incentive Plan (incorporated herein by reference to Appendix D to the joint proxy statement-prospectus included in the Registrant’s Registration Statement on Form S‑4 filed with the SEC on October 19, 2000 (No. 333‑46510))
10.10	Director Deferred Compensation Master Agreement (incorporated herein by reference to Exhibit 10.3 to the Registrant’s Annual Report on Form 10‑K for the year ended December 31, 2006 filed with the SEC on March 16, 2007 (File No. 000‑27905))
10.11	Registrant’s 2008 Stock Option and Incentive Plan (incorporated herein by reference to Exhibit 10.13 to the Registrant’s Annual Report on Form 10‑K for the year ended December 31, 2008 filed with the SEC on March 23, 2009 (File No. 000‑27905))
10.12	Form of Incentive Stock Option Agreement for 2008 Stock Option and Incentive Plan (incorporated herein by reference to Exhibit 10.21 to the Registrant’s Annual Report on Form 10‑K for the year ended December 31, 2009 filed with the SEC on March 18, 2010 (File No. 000‑27905))
10.13	Form of Non-Qualified Stock Option Agreement for 2008 Stock Option and Incentive Plan (incorporated herein by reference to Exhibit 10.22 to the Registrant’s Annual Report on Form 10‑K for the year ended December 31, 2009 filed with the SEC on March 18, 2010 (File No. 000‑27905))
10.14	Change in Control Agreement between the Registrant, MutualBank and Christopher L. Caldwell (incorporated herein by reference to Exhibit 10.14 to the Registrant’s Quarterly Report on Form 10‑Q for the quarter ended September 30, 2017 (File No. 000‑27905))
10.15	Change in Control Agreement between the Registrant, MutualBank and Sharon L. Ferguson (incorporated herein by reference to Exhibit 10.15 to the Registrant’s Quarterly Report on Form 10‑Q for the quarter ended September 30, 2017 (File No. 000‑27905))
10.16	Director Fee Arrangements for 2019
10.17	Standstill Agreement dated March 16, 2018 by and among MutualFirst Financial, Inc. and the Ancora Parties (incorporated herein by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 8-K filed on March 20, 2018 with the SEC (File No. 000-27905))

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10.18	2019 Omnibus Incentive Plan
11	Statement re computation of earnings per share (See Note 25 of the Notes to Audited Consolidated Condensed Statements included in this Form 10‑K)
14	Code of Business Conduct and Ethics (incorporated herein by reference to Exhibit 14 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2017 (File No. 000-27905))
21	Subsidiaries of the registrant
23	Consent of Independent Registered Public Accounting Firm
31.1	Rule 13(a)‑14(a) Certification (Chief Executive Officer)
31.2	Rule 13(a)‑14(a) Certification (Chief Financial Officer)

32	Section 1350 Certification
101	Financial statements from the Company’s Annual Report on Form 10‑K for the year  ended December 31, 2019, formatted in eXtensible Business Reporting Language (XBRL): (i) the Consolidated Condensed Balance Sheets, (ii) the Consolidated Condensed Statements of Income, (iii) the Consolidated Condensed Statements of Comprehensive Income, (iv) the Consolidated Condensed Statement of Stockholders’ Equity, (v) the Consolidated Condensed Statements of Cash Flows and (vi) Notes to Consolidated Condensed Financial Statements.
	101.INSXBRL Instance Document
	101.SCHXBRL Taxonomy Extension Schema Document
	101.CALXBRL Taxonomy Extension Calculation Linkbase Document
	101.DEFXBRL Taxonomy Extension Definition Linkbase Document
	101.LABXBRL Taxonomy Extension Labels Linkbase Document
	101.PREXBRL Taxonomy Extension Presentation Linkbase Document

(b) Exhibits - See list in (a)(3) and the Exhibit Index following the signature page.

(c) Financial Statements Schedules - None

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		MutualFirst Financial, Inc.
Date: March 12, 2020	By:	/s/ David W. Heeter
		David W. Heeter, President and Chief Executive Officer
		(Duly Authorized Representative)

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POWER OF ATTORNEY

We, the undersigned officers and directors of MutualFirst Financial, Inc., hereby severally and individually constitute and appoint David W. Heeter the true and lawful attorneys and agents of each of us to execute in the name, place and stead of each of us (individually and in any capacity stated below) any and all amendments to this Annual Report on Form 10‑K and all instruments necessary or advisable in connection therewith and to file the same with the Securities and Exchange Commission, each of said attorneys and agents to have the power to act with or without the others and to have full power and authority to do and perform in the name and on behalf of each of the undersigned every act whatsoever necessary or advisable to be done in the premises as fully and to all intents and purposes as any of the undersigned might or could do in person, and we hereby ratify and confirm our signatures as they may be signed by our said attorneys and agents or each of them to any and all such amendments and instruments. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

/s/ David W. Heeter	/s/ Wilbur R. Davis
David W. Heeter, President and Director	Wilbur R. Davis, Chairman of the Board
(Principal Executive Officer)	Date: March 12, 2020
Date: March 12, 2020
/s/ Linn A. Crull	/s/ William V. Hughes
Linn A. Crull, Director	William V. Hughes, Director
Date: March 12, 2020	Date: March 12, 2020
/s/ Michelle R. Altobella	/s/ Mark L. Barkley
Michelle R. Altobella, Director	Mark L. Barkley, Director
Date: March 12, 2020	Date: March 12, 2020
/s/ Edward C. Levy	/s/ Michael J. Marien
Edward C. Levy, Director	Michael J. Marien, Director
Date: March 12, 2020	Date: March 12, 2020
/s/ Charles J. Viater	/s/ Richard J. Lashley
Charles J. Viater, Director	Richard J. Lashley, Director
Date: March 12, 2020	Date: March 12, 2020
/s/ James M. Bernard	/s/ Brian C. Hewitt
James M. Bernard, Director	Brian C. Hewitt, Director
Date: March 12, 2020	Date: March 12, 2020
/s/ Christopher D. Cook
Christopher D. Cook, Senior Vice President
Treasurer and Chief Financial Officer
(Principal Financial and Accounting Officer)
Date: March 12, 2020

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