SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 10-QSB
 
(mark one)
 
ý   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2007
 
or
 
¨   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
 
For the transition period from _______to_______
 
Commission File Number 000-51876
 
MUTUAL FEDERAL BANCORP, INC.
(Exact name of small business issuer specified in its charter)
 
Federal
(State or other jurisdiction of incorporation or organization)
33-1135091
(I.R.S. Employer Identification Number)
 
2212 West Cermak Road
Chicago, Illinois 60608
(Address of principal executive offices)

(773) 847-7747
(Issuer’s telephone number)
 
Not Applicable
(Former name, former address and former fiscal year,
if changes since last report)
 
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 ý No ¨
 
Indicate by a check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes ¨ No ý
 
State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date:
 
Class
Outstanding as of November 1, 2007
Common Stock, $0.01 par value
3,606,179

Transitional Small Business Disclosure Format (check one):  Yes ¨ No ý
 

 
MUTUAL FEDERAL BANCORP, INC.
 
FORM 10-QSB
 
For the quarterly period ended September 30, 2007
 
 
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   The minority stock offering of Mutual Federal Bancorp, Inc. (the “Company”) was completed on April 4, 2006, and the Company became the owner of 100% of the capital stock of Mutual Federal Savings and Loan Association of Chicago (the “Bank”).  At September 30, 2007, the information presented in this report for the Company is fully consolidated with the Bank.  Operating results prior to April 4, 2006, reflect operations of the Bank.
 
 
 
 
 
 
 
 
 
See accompanying notes to unaudited consolidated financial statements.

 
MUTUAL FEDERAL BANCORP, INC.
(Dollar amounts in thousands except share data)
 
   
September 30,
2007
   
December 31,
2006
 
ASSETS
           
Cash and cash equivalents
  $
2,491
    $
2,268
 
Securities available-for-sale
   
16,876
     
19,559
 
Loans, net of allowance for loan losses of $250 at September 30, 2007; $240 at December 31, 2006
   
53,220
     
51,924
 
Federal Home Loan Bank stock, at cost
   
610
     
500
 
Premises and equipment, net
   
261
     
289
 
Accrued interest receivable
   
378
     
339
 
Other assets
   
320
     
184
 
Total assets
  $
74,156
    $
75,063
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
               
Liabilities
               
Non-interest-bearing deposits
  $
322
    $
728
 
Interest-bearing deposits
   
40,515
     
42,580
 
Total deposits
   
40,837
     
43,308
 
Advance payments by borrowers for taxes and insurance
   
707
     
401
 
Advances from the Federal Home Loan Bank
   
3,000
     
2,000
 
Accrued interest payable and other liabilities
   
1,812
     
1,055
 
Common stock in ESOP subject to contingent repurchase obligation
   
102
     
66
 
Total liabilities
   
46,458
     
46,830
 
Commitments and contingencies
               
Stockholders’ equity
               
Preferred stock, $0.01 par value, 1,000,000 shares authorized at September 30, 2007 and December 31, 2006
   
     
 
Common stock, $0.01 par value, 12,000,000 shares authorized, 3,636,875 shares issued
   
36
     
36
 
Additional paid-in capital
   
9,672
     
10,175
 
Treasury stock, at cost, 30,696 shares at September 30, 2007
    (407 )    
 
Retained earnings
   
19,100
     
18,782
 
Reclassification of ESOP shares, 8,839 shares at September 30, 2007, and 4,537 shares at December 31, 2006
    (102 )     (66 )
Unearned ESOP
    (783 )     (827 )
Accumulated other comprehensive income
   
182
     
133
 
Total stockholders’ equity
   
27,698
     
28,233
 
Total liabilities and stockholders’ equity
  $
74,156
    $
75,063
 

See accompanying notes to unaudited consolidated financial statements.
 
 
 
MUTUAL FEDERAL BANCORP, INC.
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (unaudited)
(Dollar amounts in thousands except share data)
 
   
Three Months Ended September 30,
   
Nine Months Ended September 30,
 
   
2007
   
2006
   
2007
   
2006
 
Interest and dividend income
                       
Loans, including fees
  $
899
    $
770
    $
2,611
    $
2,141
 
Securities
   
208
     
242
     
643
     
718
 
Interest earning deposits
   
10
     
10
     
27
     
51
 
Federal Home Loan Bank stock dividends
   
5
     
4
     
12
     
11
 
Total interest and dividend income
   
1,122
     
1,026
     
3,293
     
2,921
 
Interest expense
                               
Deposits
   
289
     
272
     
874
     
768
 
Advances from Federal Home Loan Bank
   
38
     
4
     
98
     
31
 
     
327
     
276
     
972
     
799
 
Net interest income
   
795
     
750
     
2,321
     
2,122
 
Provision for loan losses
   
     
15
     
10
     
55
 
Net interest income after provision for loan losses
   
795
     
735
     
2,311
     
2,067
 
Non-interest income
                               
Other income
   
13
     
8
     
35
     
24
 
Total non-interest income
   
13
     
8
     
35
     
24
 
Non-interest expense
                               
Compensation and benefits
   
336
     
283
     
1,006
     
815
 
Occupancy and equipment
   
38
     
42
     
120
     
129
 
Data processing
   
26
     
32
     
81
     
79
 
Professional fees
   
125
     
62
     
386
     
218
 
Other expense
   
74
     
73
     
219
     
215
 
Total non-interest expense
   
599
     
492
     
1,812
     
1,456
 
Income before income taxes
   
209
     
251
     
534
     
635
 
Income tax expense
   
86
     
93
     
216
     
233
 
Net income
  $
123
    $
158
    $
318
    $
402
 
Earnings per share (basic and diluted)
  $
0.03
    $
0.04
    $
0.09
    $
0.08
 
Total comprehensive income
  $
238
    $
430
    $
367
    $
457
 

See accompanying notes to unaudited consolidated financial statements.

 
 
MUTUAL FEDERAL  BANCORP, INC.
(Dollar amounts in thousands)
 
   
Common Stock
   
Additional Paid-in Capital
   
Treasury Stock
   
Retained Earnings
   
Amount
Reclassified on ESOP Shares
   
Unearned
ESOP
   
Accumulated Other
Comprehensive
Income/(Loss)
   
Total
 
Balance at January 1, 2006
  $
1
    $
    $
    $
18,252
    $
    $
    $
83
    $
18,336
 
Comprehensive income:
                                                               
Net income
   
     
     
     
402
     
     
     
     
402
 
Change in net unrealized gain (loss) on securities available-for-sale, net of taxes and reclassification adjustments
   
     
     
     
     
     
     
55
     
55
 
Total comprehensive
income
                                                           
457
 
Proceeds from sale of common stock
   
35
     
10,169
     
     
     
      (873 )    
     
9,331
 
ESOP shares committed to be released
   
     
3
     
     
     
     
31
     
     
34
 
Balance at September 30, 2006
  $
36
    $
10,172
    $
    $
18,654
    $
    $ (842 )   $
138
    $
28,158
 
Balance at January 1, 2007
  $
36
    $
10,175
    $
    $
18,782
    $ (66 )   $ (827 )   $
133
    $
28,233
 
Comprehensive income:
                                                               
Net income
   
     
     
     
318
     
     
     
     
318
 
Change in net unrealized gain (loss) on securities available-for-sale, net of taxes and reclassification adjustments
   
     
     
     
     
     
     
49
     
49
 
Total comprehensive income
                                                           
367
 
Treasury stock purchases, 83,444 shares at cost
   
     
      (1,106 )    
     
     
     
      (1,106 )
MRP share grants, 52,748 shares at cost
            (699 )    
699
                                     
 
MRP shares earned
   
     
108
     
     
     
     
     
     
108
 
Stock option shares earned
   
     
74
     
     
     
     
     
     
74
 
Adjustment to fair value of common stock in ESOP subject to contingent repurchase obligation of ESOP shares
   
     
     
 
   
      (36 )    
     
      (36 )
ESOP shares committed to be released
   
     
14
     
     
     
     
44
     
     
58
 
Balance at September 30, 2007
  $
36
    $
9,672
    $ (407 )   $
19,100
    $ (102 )   $ (783 )   $
182
    $
27,698
 

See accompanying notes to unaudited consolidated financial statements.
 


 
 
MUTUAL FEDERAL BANCORP, INC.
(Dollar amounts in thousands)
 
   
Nine Months Ended
September 30,
 
   
2007
   
2006
 
Cash flows from operating activities
           
Net income
  $
318
    $
402
 
Adjustments to reconcile net income to net cash from operating activities
               
Provision for loan losses
   
10
     
55
 
Depreciation
   
44
     
44
 
Net amortization of securities
   
20
     
48
 
Dividends reinvested on securities
    (89 )     (78 )
ESOP expense
   
58
     
34
 
MRP expense
   
108
     
 
Option expense
   
74
     
 
Increase in accrued interest receivable and other assets
    (175 )     (130 )
Increase (decrease) in accrued interest payable and other liabilities
   
726
      (1,191 )
Net cash provided by  (used in) operating activities
   
1,094
      (816 )
Cash flows from investing activities
               
Activity in securities available-for-sale:
               
Proceeds from maturities, calls, and principal repayments
   
2,832
     
4,531
 
Purchases
   
      (2,000 )
Purchase of FHLB stock
    (110 )    
 
Loan originations and payments, net
    (1,528 )     (10,962 )
Proceeds from sale of real estate owned, acquired through foreclosure
   
222
     
 
Additions to premises and equipment
    (16 )     (32 )
Net cash provided by (used in) investing activities
   
1,400
      (8,463 )
Cash flows from financing activities
               
Net decrease in deposits
    (2,471 )     (423 )
Net increase (decrease) in advance payments by borrowers for taxes and insurance
   
306
      (176 )
Advances from FHLB
   
4,500
     
5,000
 
Repayment of FHLB advances
    (3,500 )     (4,000 )
Purchases of treasury stock
    (1,106 )    
 
Net proceeds of minority common stock offering
   
     
9,331
 
Net cash (used in) provided by financing activities
    (2,271 )    
9,732
 
    Net increase in cash and cash equivalents
   
223
     
453
 
    Cash and cash equivalents at beginning of period
   
2,268
     
1,250
 
Cash and cash equivalents at end of period
  $
2,491
    $
1,703
 
Supplemental disclosure of cash flow information
               
Loan transferred to real estate owned
  $
222
    $
 
Cash paid during the year for:
               
Interest
  $
926
    $
790
 
Income taxes
   
81
     
119
 

See accompanying notes to unaudited consolidated financial statements.

 
 
MUTUAL FEDERAL BANCORP, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(Dollar amounts in thousands)
 
Note 1 – Basis of Presentation
 
The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) for interim financial information and with instructions to Form 10-QSB and Article 10 of Regulation S-X.  Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements.  In the opinion of management, all adjustments consisting of normal recurring accruals necessary for a fair presentation have been included.  The results of operations and other data for the nine months ended September 30, 2007, are not necessarily indicative of results that may be expected for the entire fiscal year ended December 31, 2007.
 
The consolidated financial statements include Mutual Federal Bancorp, Inc. (the “Company”), and its wholly owned subsidiary Mutual Federal Savings and Loan Association of Chicago and its wholly owned subsidiary, EMEFES Service Corporation, together referred to as “the Bank.”  Intercompany transactions and balances are eliminated in consolidation.  As of September 30, 2007, Mutual Federal Bancorp, MHC (the “MHC”) was the majority (70%) stockholder of the Company.  The MHC is owned by the depositors of the Bank.  The financial statements included in this Form 10-QSB do not include the transactions and balances of the MHC.  EMEFES Service Corporation is an insurance agency that sells insurance products to the Bank’s customers.  The insurance products are underwritten and provided by a third party.
 
At March 31, 2006, the minority stock offering of Mutual Federal Bancorp, Inc. (the “Company”) had not yet been completed.  Upon completion of the offering on April 4, 2006, the Company became the owner of 100% of the capital stock of Mutual Federal Savings and Loan Association of Chicago (the “Bank”).  At March 31, 2006, the Company was not an operating company and, therefore, the information presented in this report for periods up to and including March 31, 2006, is for the Bank.
 
The Bank provides financial services through its office in Chicago.  Its primary deposit products are checking, savings, and term certificate accounts, and its primary lending products are residential mortgage loans and loans on deposit accounts.  Substantially all loans are secured by specific items of collateral, including one- to four-family and multifamily residential real estate, and deposit accounts.  There are no significant concentrations of loans to any one customer.  However, the customers’ ability to repay their loans is dependent on the real estate and general economic conditions in the Chicagoland area.
 
Note 2 – Capital Resources
 
The Bank is subject to 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 material impact 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 for regulatory accounting purposes.  The Bank’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.
 
Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios of total and Tier 1 capital to risk-weighted assets, and of Tier 1 capital to average assets and of tangible capital to average assets.  As of September 30, 2007, the Bank met the capital adequacy requirements to which it is subject.  The Bank’s tangible equity ratio at
 
 
 
MUTUAL FEDERAL BANCORP, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(Dollar amounts in thousands)
 
September 30, 2007, was 32.34%.  The Tier 1 capital ratio was 32.34% and the Tier 1 risk-based capital ratio was 57.41%, and the total risk-based capital ratio was 58.48%.
 
The most recent notification from the federal banking agencies categorized the Bank as well-capitalized under the regulatory framework for prompt corrective action.  To be well-capitalized, the Bank must maintain minimum total risk-based, Tier 1 risk-based, and Tier 1 leverage ratios.  There are no conditions or events since that notification that have changed the Bank’s category.
 
Note 3 – Commitments
 
At September 30, 2007, the Bank had outstanding commitments to make loans of $55,000.  At December 31, 2006, the Bank had outstanding commitments to make loans of $576,000.
 
Note 4 – Recent Accounting Pronouncements
 
In September 2006, the FASB issued Statement No. 157, Fair Value Measurements .  This Statement defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements.  This Statement establishes a fair value hierarchy about the assumptions used to measure fair value and clarifies assumptions about risk and the effect of a restriction on the sale or use of an asset.  The standard is effective for fiscal years beginning after November 15, 2007.  The Company has not completed its evaluation of the impact of the adoption of this standard.
 
In February 2007, the FASB issued Statement No. 159, The Fair Value Option for Financial Assets and Financial Liabilities.   This Statement permits companies, on a contract-by-contract basis, to irrevocably elect fair value as the initial and subsequent measurement attribute for certain financial instruments with changes in fair value recognized in the income statement.  This Statement is intended to be used in conjunction with Statement No. 157, Fair Value Measurements.   The standard is effective for fiscal years beginning after November 15, 2007.  The Company has not completed its evaluation of the impact of the adoption of this standard.
 
The Company adopted FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes, an Interpretation of FASB Statement 109,” on January 1, 2007.  See Note 8 – Income Taxes – Adoption of FIN 48, for additional information.
 
Note 5 – Employee Stock Ownership Plan
 
As of January 1, 2006, the Company adopted an employee stock ownership plan (“ESOP”) for the benefit of substantially all employees.  The ESOP borrowed $872,850 from the Company and used those funds to acquire 87,285 shares of the Company’s common stock on April 4, 2006, in connection with the Company’s minority stock offering, at a price of $10.00 per share.
 
Shares purchased by the ESOP with the loan proceeds are held in a suspense account and are allocated to ESOP participants on a pro rata basis as principal and interest payments are made by the ESOP to the Company.  The loan is secured by shares purchased with the loan proceeds and is being repaid by the ESOP with funds from the Company’s contributions to the ESOP and earnings on ESOP assets.  The ESOP is making annual fixed principal payments of $44,000, plus interest at 7.0% on the unpaid loan balance.
 
As shares are released from collateral, the Company reports compensation expense equal to the current market price of the shares and the shares become outstanding for earnings-per-share (“EPS”)
 
 
 
MUTUAL FEDERAL BANCORP, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(Dollar amounts in thousands)
 
computations.  Upon termination of their employment, participants in the ESOP who elect to receive their benefit distributions in the form of Company common stock may require the Company to purchase the common stock distributed at fair value.  This contingent repurchase obligation is reflected in the Company’s financial statements as “Common stock in ESOP subject to contingent repurchase obligation” and reduces stockholders’ equity by an amount that represents the market value of all the Company’s common stock held by the ESOP and allocated to participants, without regard to whether it is likely that the shares would be distributed or that the recipients of the shares would be likely to exercise their right to require the Company to purchase the shares.  At September 30, 2007 there were 8,839 ESOP shares allocated or committed to be allocated.
 
Note 6 – Stock Based Compensation
 
On January 16, 2007, the Company awarded 52,748 shares of common stock, with a fair value of $14.41 per share, to the Company’s officers and directors under its 2006 Management Recognition and Retention Plan.  The Company also awarded 131,871 options to purchase the Company’s common stock at a strike price of $14.41 per share, to the Company’s officers and directors under its 2006 Stock Option Plan.  The awards vest over a five year period.  Total compensation cost that has been charged against income for those plans for the three months and the nine months ended September 30, 2007, was $64,000 and $182,000, respectively.  The total income tax benefit was $19,000 and $53,000 for the same periods.
 
Stock Option Plan
 
The Company’s 2006 Stock Option Plan, which is shareholder-approved, permits the grant of stock options to its officers, directors and employees for up to 178,206 shares of common stock.  The Company believes that such awards better align the interests of its employees with those of its shareholders.  Option awards are granted with an exercise price that is no less than the market price of the Company’s common stock at the date of grant; have vesting periods of five years and have 10-year contractual terms.  The Company anticipates purchasing shares to satisfy share option exercises.
 
The fair value of each option award is estimated on the date of grant using a closed form option valuation (Black-Scholes) model that uses the assumptions noted in the table below.  Since the Company stock has only been trading since April 6, 2006, the Company has used the price volatility of similar entities to estimate volatility.  The Company has no historical data on which to base forfeiture estimates, and has assumed no forfeitures.  The expected term of options granted is based on the calculation for “plain vanilla options” permitted by SAB 107, and represents the period of time that options granted are expected to be outstanding, which takes into account that the options are not transferable. The risk-free interest rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of the grant.
 
The fair value of options granted during 2007 was determined using the following weighted-average assumptions as of grant date:
 
 
Risk-free interest rate
4.50%
 
Expected term
6.50
 
Expected stock price volatility
0.094
 
Dividend yield
0.00%
 
 
 
MUTUAL FEDERAL BANCORP, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(Dollar amounts in thousands)
 
A summary of the activity in the stock option plan for 2007 follows:
 
   
Shares
   
Weighted
Average
Exercise
Price
   
Weighted
Average
Remaining
Contractual
Term
   
Aggregate
Intrinsic
Value
 
Outstanding at beginning of year                                                        
   
    $
     
    $
 
Granted                                                        
   
131,871
     
14.41
     
10.0
     
 
Exercised                                                        
   
     
     
     
 
Forfeited or expired                                                        
   
     
     
     
 
Outstanding at September 30, 2007                                                        
   
131,871
    $
14.41
     
9.3
    $
 
                                 
Vested or expected to vest at September 30, 2007
   
131,871
    $
14.41
     
9.3
    $
 
                                 
Exercisable at September 30, 2007                                                        
   
    $
     
    $
 
 
Information related to the stock option plan during 2007 follows:
 
Intrinsic value of options exercised
  $
 
Cash received from option exercises
   
 
Tax benefit realized from option exercises
   
 
Weighted average fair value of options granted
  $
3.96
 

     As of September 30, 2007, there was $448,000 of total unrecognized compensation cost related to non-vested stock options granted under the Plan.  The cost is expected to be recognized over a weighted-average remaining period of 4.3 years.

Stock Award Plan

A Management Recognition and Retention Plan (“MRP”) provides for the issuance of shares to directors and officers.  Compensation expense is recognized over the vesting period of the shares based on the market value of the shares at issue date.  Total shares issuable under the plan are 71,282 at September 30, 2007.

A summary of changes in the Company’s non-vested shares for the year follows:
 
   
Shares
   
Weighted
Average
Grant
Price
   
Weighted
Average
Grant-Date
Fair Value
 
Non-vested at January 1, 2007
   
    $
    $
 
Granted
   
52,748
     
14.41
     
760,000
 
Vested
   
     
     
 
Forfeited
   
     
     
 
Non-vested at September 30, 2007
   
52,748
    $
14.41
    $
760,000
 
 
As of September 30, 2007, there was $652,000 of total unrecognized compensation cost related to non-vested shares granted under the Plan.  The cost is expected to be recognized over a weighted-average remaining period of 4.3 years.
 
 
 
MUTUAL FEDERAL BANCORP, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(Dollar amounts in thousands)
 
Note 7 – Earnings Per Share
 
Basic earnings per share are computed by dividing income available to common stockholders by the weighted average number of common shares outstanding for the period.  Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the Company.  Basic and fully diluted weighted average shares outstanding for the three months and the nine months ended September 30, 2007, are 3,554,859 and 3,553,118, respectively.  During the three months and the nine months ended September 30, 2007, the average fair value of the Company’s common stock was less than $14.41 and the stock option and stock grant awards had no dilutive effect on earnings per share.   Earnings per share for the nine months ended September 30, 2006, includes net income for the period from April 4, 2006 through September 30, 2006.
 
The factors used in the earnings per share computation for the three months and the nine months ended September 30, 2007, and 2006 follow:

   
Three Months Ended
   
Nine Months Ended
 
   
September 30,
   
September 30,
 
   
2007
   
2006
   
2007
   
2006
 
Basic
                       
Net income
  $
123
    $
158
    $
318
    $
295
 
                                 
Weighted average common shares outstanding
   
3,606,314
     
3,636,875
     
3,624,829
     
3,636,875
 
Less: average unallocated ESOP shares
    (79,043 )     (85,017 )     (80,514 )     (85,752 )
                                 
Average shares
   
3,527,271
     
3,551,858
     
3,544,315
     
3,551,123
 
                                 
Basic earnings per common share
  $
0.03
    $
0.04
    $
0.09
    $
0.08
 
                                 
Diluted
                               
Net Income
  $
123
    $
158
    $
318
    $
295
 
                                 
Weighted average common shares outstanding for basic earnings per common share
   
3,527,271
     
3,551,858
     
3,544,315
     
3,551,123
 
Add: dilutive effects of assumed exercises of stock options
   
     
     
     
 
                                 
Average shares and dilutive potential common shares
   
3,527,271
     
3,551,858
     
3,544,315
     
3,551,123
 
                                 
Diluted earnings per common share
  $
0.03
    $
0.04
    $
0.09
    $
0.08
 


 
MUTUAL FEDERAL BANCORP, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(Dollar amounts in thousands)
 
Note 8 – Income Taxes – Adoption of FIN 48
 
The Company adopted FASB Interpretation 48, Accounting for Uncertainty in Income Taxes (“FIN 48”), as of January 1, 2007.   A tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur.  The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination.  For tax positions not meeting the “more likely than not” test, no tax benefit is recorded.  The adoption had no effect on the Company’s financial statements.
 
The Company and its subsidiaries are subject to U.S. federal income tax as well as income tax of the state of Illinois.  The Company is no longer subject to examination by taxing authorities for years  before 2004.  The Company does not expect the total amount of unrecognized tax benefits to significantly increase in the next twelve months.
 
The Company recognizes interest and/or penalties related to income tax  matters in income tax expense.  The Company did not have any amounts accrued for interest and penalties at January 1, 2007.
 
 

Item 2.     Management’s Discussion and Analysis of Financial Condition and Results of Operations .
 
General
 
This discussion and analysis reflects the Company’s consolidated financial statements and other relevant statistical data and is intended to enhance your understanding of our financial condition and results of operations.  You should read the information in this section in conjunction with our audited consolidated financial statements for the years ended December 31, 2006 and 2005, which are included in Form 10-KSB filed with the Securities and Exchange Commission on March 29, 2007.
 
 Forward-Looking Information
 
 This report contains forward-looking statements, which can be identified by the use of such words as estimate, project, believe, intend, anticipate, plan, seek, expect and similar expressions.  These forward-looking statements include statements of our goals, intentions and expectations; statements regarding our business plans and prospects and 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 subject to significant risks, assumptions and uncertainties, including, among other things, the following important factors that could affect the actual outcome of future events:
 
 
·
significantly increased competition among depository and other financial institutions;
 
 
·
our ability to enter new markets successfully and take advantage of growth opportunities;
 
 
·
our ability to successfully implement our business plan;
 
 
·
inflation and changes in the interest rate environment that reduce our margins or reduce the fair value of financial instruments;
 
 
·
general economic conditions, either nationally or in our market area, that are worse than expected;
 
 
·
adverse changes in the securities markets;
 
 
·
any unexpected deterioration in asset quality due to adverse changes in the residential real estate market;
 
 
·
legislative or regulatory changes that adversely affect our business;
 
 
·
changes in consumer spending, borrowing and savings habits;
 
 
·
changes in accounting policies and practices, as may be adopted by the bank regulatory agencies, the Financial Accounting Standards Board and the PCAOB; and
 
 
·
changes in our organization, compensation and benefit plans.
 
These risks and uncertainties should be considered in evaluating forward-looking statements, and undue reliance should not be placed on such statements.  Because of these and other uncertainties, our actual future results may be materially different from the results indicated by these forward-looking statements.
 
 
 
Overview
 
Our results of operations depend primarily on our net interest income.  Net interest income is the difference between the interest income we earn on our interest-earning assets, consisting primarily of loans, U.S. government and agency securities, mortgage-backed securities and other interest earning assets (primarily cash and cash equivalents), and the interest we pay on our interest-bearing liabilities, consisting of savings accounts, time deposits, and advances from the Federal Home Loan Bank.  Our results of operations are also affected by our provisions for loan losses, non-interest income and non-interest expense.  Non-interest income consists primarily of gains and losses on sales of securities and miscellaneous other income.  Non-interest expense currently consists primarily of salaries and employee benefits, occupancy, data processing, professional fees, and other operating expenses.  Our results of operations also may be affected significantly by general and local economic and competitive conditions, changes in market interest rates, governmental policies and actions of regulatory authorities.
 
Critical Accounting Policies
 
We consider accounting policies involving significant judgments and assumptions by management that have, or could have, a material impact on the carrying value of certain assets or on income to be critical accounting policies.  We consider our critical accounting policies to be those related to our allowance for loan losses.
 
The allowance for loan losses is the estimated amount considered necessary to cover probable incurred losses in the loan portfolio at the balance sheet date.  The allowance is established through a provision for loan losses that is charged against income.  In determining the allowance for loan losses, management makes significant estimates and has identified this policy as one of our most critical.
 
Management performs a quarterly evaluation of the adequacy of the allowance for loan losses.  We consider a variety of factors in establishing this estimate including, but not limited to, current economic conditions, delinquency statistics, geographic and industry concentrations, the adequacy of the underlying collateral, the financial strength of the borrower, results of internal loan reviews and other relevant factors.  This evaluation is inherently subjective as it requires material estimates that may be subject to significant change.
 
The analysis has two components:  specific and general allocations.  Specific allocations are made for loans that are determined to be impaired.  Impairment is measured by determining the present value of expected future cash flows or, for collateral-dependent loans, the fair value of the collateral adjusted for market conditions and selling expenses.  The general allocation is determined by segregating the remaining loans by type of loan, risk weighting (if applicable) and payment history.  We also analyze historical loss experience, delinquency trends, general economic conditions and geographic and industry concentrations.  This analysis establishes factors that are applied to the loan groups to determine the amount of the general allowance for loan losses.  Actual loan losses may be significantly more than the allowances we have established which could have a material negative effect on our financial results.
 
Comparison of Financial Condition at September 30, 2007 and December 31, 2006
 
Our total assets decreased by $907,000, or 1.2%, to $74.2 million at September 30, 2007, from $75.1 million at December 31, 2006.  Loans receivable increased $1.3 million, or 2.5%, to $53.2 million at September 30, 2007, from $51.9 million at December 31, 2006, reflecting an increase of $897,000, or 2.7%, in one-to-four family residential mortgage loans and an increase of $380,000, or 2.0%, in multi-family residential mortgage loans during the period.
 
 
 
Total deposits decreased $2.5 million, or 5.7%, to $40.8 million at September 30, 2007, from $43.3 million at December 31, 2006.  Stockholders’ Equity decreased $535,000, to $27.7 million at September 30, 2007, from $28.2 million at December 31, 2006.  The decrease reflects $1.1 million in repurchases of the Company’s common stock, partially offset by net income of $318,000 for the nine months ended September 30, 2007, a $49,000 increase in accumulated other comprehensive income from unrealized gains and losses on securities available-for-sale, and a $204,000 increase from recognition of stock benefits earned under the Company’s Employee Stock Ownership Plan, Management Recognition and Retention Plan, and Stock Option Plan.  Treasury stock in the amount of $699,000 was transferred to additional paid-in capital to fund stock awards granted under the Management Recognition and Retention Plan.
 
Comparison of Operating Results for the Three Months Ended September 30, 2007 and 2006
 
General .  Net income decreased $35,000, or 22.2%, to $123,000 for the three months ended September 30, 2007, from $158,000 for the three months ended September 30, 2006.  The primary reasons for the decrease were a $53,000 increase in compensation and benefits and a $63,000 increase in professional fees, partially offset by an increase in net interest income of $45,000 and a $15,000 decrease in the provision for loan losses.  Return on average assets was 0.67% for the three months ended September 30, 2007, compared to 0.87% for the same period last year, and return on equity was 1.77%  and  2.27%, respectively, for these two periods.
 
Interest Income .  Interest and dividend income increased $96,000, or 9.4%, to $1.1 million for the three months ended September 30, 2007, compared to $1.0 million for the three months ended September 30, 2006.  The increase resulted from an increase of 51 basis points in the average yield on interest earning assets, to 6.29% in 2007, from 5.78% in 2006.
 
Interest income and fees from loans receivable increased $129,000, or 16.8%, to $899,000 for the three months ended September 30, 2007, from $770,000 for the three months ended September 30, 2006.  The increase resulted from a $5.1 million, or 10.6%, increase in the average balance of loans receivable, to $52.8 million in the third quarter of 2007, compared to $47.7 million in the third quarter of 2006,  and by a 36 basis point increase in the average yield on loans receivable, to 6.81% in 2007, compared to 6.45% in 2006.
 
Interest and dividend income from securities, interest-earning deposits, and FHLB stock decreased $33,000, or 12.9%, to $223,000 for the three months ended September 30, 2007, from $256,000 for the three months ended September 30, 2006.  The primary reason for the decrease was the decrease in average balances of these assets of $4.7 million, or 20.2%, to $18.5 million in 2007, from $23.2 million in 2006, partially offset by a 40 basis point increase in average yield to 4.81% in 2007, compared to 4.41% in 2006.
 
Interest Expense .  Interest expense increased $51,000, or 18.5%, to $327,000 for the three months ended September 30, 2007, from $276,000 for the three months ended September 30, 2006.  The increase in interest expense was due primarily to an increase in rates paid on deposits, offset in part by a $1.9 million decrease in the average balance of deposits.  The average rate paid on deposits increased 29 basis points, to 2.83% for the quarter ended September 30, 2007, from 2.54% for the quarter ended September 30, 2006.  Interest expense on certificates of deposit increased $24,000, or 11.8%, to $227,000 in 2007, from $203,000 in 2006, and the average rate paid on certificates increased 48 basis points, to 4.29% in 2007, from 3.81% in 2006.
 
Interest expense on FHLB advances was $38,000 for the three months ended September 30, 2007, compared to $4,000 for the three months ended September 30, 2006.  The average balance of advances
 
 
 
increased $2.6 million, to $2.9 million for the three months ended September 30, 2007, from $283,000 for the three months ended September 30, 2006.  The average rate paid on FHLB advances decreased 33 basis points, to 5.32% for the three months ended September 30, 2007, from 5.65% for the three months ended September 30, 2006.
 
Net Interest Income .  Net interest income increased $45,000, or 6.0%, to $795,000 for the three months ended September 30, 2007, from $750,000 for the same quarter last year.  Our net interest margin increased 23 basis points, to 4.46% in 2007, from 4.23% in 2006.  The average yield on interest-earning assets increased 51 basis points, to 6.29% in 2007, from 5.78% in 2006, with interest income increasing by $96,000.  The average rate paid on interest-bearing liabilities increased 43 basis points, to 2.99% in 2007, from 2.56% in 2006, with interest expense increasing by $51,000.  The interest rate spread between interest earning assets and interest bearing liabilities increased 8 basis points, to 3.30% in 2007, from 3.22% in 2006.
 
Provision for Loan Losses .  Based on its quarterly evaluation of the level of the allowance for loan losses necessary to absorb probable incurred losses at September 30, 2007, management has not changed the allowance for the three months ended September 30, 2007.  Management considers changes in delinquencies, changes in the composition and volume of loans, historical loan loss experience, general economic and real estate market conditions, as well as peer group data, when determining the level of the allowance for loan losses.
 
During the three months ended September 30, 2007, non-performing (non-accrual) loans decreased to $259,000, from $591,000 at June 30, 2007.  Loans delinquent 60-89 days increased to $1.2 million, from $450,000 at June 30, 2007.  The loan portfolio increased $276,000, or 0.5%, to $53.2 million at September 30, 2007, from $52.9 million at June 30, 2007.  During this period one- to four-family residential mortgage loans increased $243,000, or 0.7%, and multi-family residential mortgage loans increased $23,000, or 0.1%.
 
At September 30, 2007, the Company has identified a $450,000 single-family mortgage loan, current in its payments, which the Company has classified as special mention due to a prior lien.  In addition, a $468,000 multi-family residential mortgage loan in the 60-89 day delinquency category was classified as special mention.  All loans included in the non-accrual and 60-89 day delinquency categories were reviewed individually by management, and currently, the Company does not believe there will be any loss associated with these loans, but management continues to monitor these loans closely.
 
Real estate owned, acquired through foreclosure, $222,000 at June 30, 2007, was sold during the third quarter.  There was no gain or loss associated with this sale.
 
After reviewing these and other factors, management determined that it was not necessary to increase the allowance for loan losses at September 30, 2007.  At September 30, 2007, the allowance for loan losses was $250,000, or 0.47% of loans receivable, the same as it was at June 30, 2007.
 
Non-interest Income .  Non-interest income increased $5,000, to $13,000 for the three months ended September 30, 2007, compared to $8,000 for the three months ended September 30, 2006, primarily due to increases in late charges on delinquent loans.
 
Non-interest Expense .  Non-interest expense increased $107,000, or 21.8%, to $599,000 for the three months ended September 30, 2007, from $492,000 for the same quarter last year.  Compensation and employee benefits increased $53,000, or 18.7%, to $336,000 in 2007, from $283,000 in 2006.  The cost of newly instituted stock benefit plans increased benefits expense by approximately $64,000.  Occupancy costs decreased $4,000, or 9.5%, to $38,000 for the three months ended September 30, 2007,
 
 
 
from $42,000 for the same period in 2006.  Data processing fees decreased $6,000, or 18.8%, to $26,000, in 2007, from $32,000 in 2006.  Professional fees, including legal, accounting and consulting fees, increased $63,000, or 101.6%, to $125,000 in 2007, from $62,000 in 2006.  The increase was due primarily to increased costs associated with administration of stock benefit plans, SEC reporting compliance, and other changes resulting from being a public company.  The Bank’s ratio of non-interest expense to average assets increased to 3.25% for the three months ended September 30, 2007, from 2.70% for the same period in 2006, and its efficiency ratio was 74.1% in 2007, compared to 64.9% in 2006.
 
Income Tax Expense .  The provision for income taxes decreased $7,000, to $86,000 for the three months ended September 30, 2007, from $93,000 for the same period in 2006, reflecting primarily the reduction in pre-tax net income.  The effective tax rate for the quarter ended September 30, 2007, was 41.2%, compared to 37.1% for this quarter last year.  The increase in the effective tax rate was due primarily to non-deductible costs associated with newly implemented stock benefit plans.
 
Average Balance Sheet
 
The following table sets forth average balance sheets, average yields and costs, and certain other information for the three months ended September 30, 2007 and 2006.  No tax-equivalent yield adjustments were made, as their effects were not material.  All average balances are based on an average of daily balances.  Non-accrual loans are included in the computation of average balances, but have been reflected in the table as loans carrying a zero yield.  The yields set forth below include the effect of deferred fees, discounts and premiums that are amortized or accreted to interest income or expense.
 
   
For the Three Months Ended September 30,
 
   
2007
   
2006
 
   
Average Outstanding Balance
   
Interest
   
Yield/Rate
   
Average Outstanding Balance
   
Interest
   
Yield/Rate
 
Interest-earning assets:
                                   
Loans
  $
52,786
    $
899
      6.81 %   $
47,721
    $
770
      6.45 %
Securities available for sale
   
17,022
     
207
     
4.86
     
22,012
     
242
     
4.40
 
Interest-earning deposits
   
908
     
11
     
4.85
     
734
     
10
     
5.45
 
Federal Home Loan Bank Stock
   
610
     
5
     
3.28
     
500
     
4
     
3.20
 
Total interest-earning assets
   
71,326
    $
1,122
      6.29 %    
70,967
    $
1,026
      5.78 %
Non-interest-earning assets
   
2,413
                     
1,810
                 
Total assets
  $
73,739
                    $
72,777
                 
Interest-Bearing Liabilities: (1)
                                               
Savings deposits
  $
19,699
    $
62
      1.26 %   $
21,476
    $
69
      1.29 %
Certificates of deposit
   
21,169
     
227
     
4.29
     
21,293
     
203
     
3.81
 
Total interest-bearing deposits
   
40,868
     
289
     
2.83
     
42,769
     
272
     
2.54
 
Federal Home Loan Bank advances
   
2,859
     
38
     
5.32
     
283
     
4
     
5.65
 
Total interest-bearing liabilities
   
43,727
     
327
      2.99 %    
43,052
     
276
      2.56 %
Non-interest-bearing liabilities
   
2,260
                     
1,839
                 
Total liabilities
   
45,987
                     
44,891
                 
Stockholders’ equity
   
27,752
                     
27,886
                 
Total liabilities and stockholders’ equity
  $
73,739
                    $
72,777
                 
Net interest income
          $
795
                    $
750
         
Net interest rate spread (2)
                    3.30 %                     3.22 %
Net interest-earning assets (3)
  $
27,599
                    $
27,915
                 
Net interest margin (4)
                    4.46 %                     4.23 %
Ratio of interest-earning assets to interest-bearing liabilities
                    163.12 %                     164.84 %
_______________
(1)
Non-interest-bearing checking deposits are included in non-interest-bearing liabilities.
 
 
 
 
(2)
Net interest rate spread represents the difference between the yield on average interest-earning assets and the cost of average interest-bearing liabilities.
(3)
Net interest-earning assets represents total interest-earning assets less total interest-bearing liabilities.
(4)
Net interest margin represents net interest income divided by average total interest-earning assets.
 
Comparison of Operating Results for the Nine Months Ended September 30, 2007 and 2006
 
General .  Net income decreased $84,000, or 20.9%, to $318,000 for the nine months ended September 30, 2007, from $402,000 for the nine months ended September 30, 2006.  The primary reasons for the decrease were a $191,000 increase in compensation and employee benefits, and a $168,000 increase in professional fees, partially offset by an increase in net interest income of $199,000, and a decrease in the provision for loan losses of $45,000.  Return on average assets was 0.57% for the nine months ended September 30, 2007, compared to 0.75% for the same period last year, and return on equity was 1.51%  and  2.18%, respectively, for these two periods.
 
Interest Income .  Interest and dividend income increased $372,000, or 12.7%, to $3.3 million for the nine months ended September 30, 2007, compared to $2.9 million for the nine months ended September 30, 2006.  The increase resulted from a $3.0 million, or 4.4%, increase in the average balance of interest-earning assets, to $72.3 million in the first three quarters of 2007, compared to $69.3 million in the first three quarters of 2006, and an increase of 46 basis points in the average yield on interest earning assets, to 6.08% in 2007, from 5.62% in 2006.
 
Interest income and fees from loans receivable increased $470,000, or 22.0%, to $2.6 million for the nine months ended September 30, 2007, from $2.1 million for the nine months ended September 30, 2006.  The increase resulted from a $8.7 million, or 19.6%, increase in the average balance of loans receivable, to $53.0 million in the first three quarters of 2007, compared to $44.3 million in the first three quarters of 2006. The average yield on loans receivable increased 13 basis points, to 6.57% in 2007, from 6.44% in 2006.
 
Interest and dividend income from securities, interest-earning deposits, and FHLB stock decreased $98,000, or 12.6%, to $682,000 for the nine months ended September 30, 2007, from $780,000 for the nine months ended September 30, 2006.  The primary reason for the decrease was the decrease in average balances of  securities and interest-earning deposits of $5.7 million, or 22.7%, to $19.2 million in 2007, from $24.9 million in 2006, partially offset by a 56 basis point increase in the average yield, to 4.73% in 2007, from 4.17% in 2006.
 
Interest Expense .  Interest expense increased $173,000, or 21.7%, to $972,000 for the nine months ended September 30, 2007, from $799,000 for the nine months ended September 30, 2006.  The increase in interest expense was primarily due to an increase in rates paid on deposits and borrowings.  The average rate paid on deposits increased 46 basis points, to 2.78% for the first three quarters of 2007, from 2.32% for the first three quarters of 2006.  Interest expense on certificates of deposit increased $126,000, or 22.4%, to $688,000 in 2007, from $562,000 in 2006, and the average rate paid on certificates increased 67 basis points, to 4.20% in 2007, from 3.53% in 2006.  The increase in rates was partially offset by a decrease in the average balance of deposits of $2.3 million, or 5.1%, to $41.9 million in 2007, from $44.2 million in 2006.
 
Interest expense on advances from the FHLB increased $67,000, or 216.1%, to $98,000 in 2007, from $31,000 in 2006.  The increase was due to both an increase in the average balance of advances, to $2.4 million in 2007, from $855,000 in 2006, and to a 51 basis point increase in the average rate paid on advances, to 5.34% in 2007, from 4.83% in 2006.  The overall average cost of funds increased 56 basis points, to 2.92% in 2007, from 2.36% in 2006.
 
 
 
Net Interest Income .  Net interest income increased $199,000, or 9.4%, to $2.3 million for the nine months ended September 30, 2007, from $2.1 million for the same period last year.  Our net interest margin increased 19 basis points, to 4.28% in 2007, from 4.09% in 2006.  The average yield on interest-earning assets increased 46 basis points, to 6.08% in 2007, from 5.62% in 2006, and was augmented by an increase of $3.0 million, or 4.4%, in the average balance of interest-earning assets, with interest income increasing by $372,000.  The average rate paid on interest-bearing liabilities also increased, to 2.92% in 2007, from 2.36% in 2006, with interest expense increasing by $173,000.  The interest rate spread between interest earning assets and interest bearing liabilities decreased 10 basis points, to 3.16% in 2007, from 3.26% in 2006.
 
Provision for Loan Losses .  During the nine months ended September 30, 2007, management increased the general loan loss allowance by $10,000, with a charge to operations, based on its quarterly evaluation of the level of the allowance necessary to absorb probable incurred loan losses at September 30, 2007.  Management considers changes in delinquencies, changes in the composition and volume of loans, historical loan loss experience, general economic and real estate market conditions, as well as peer group data, when determining the level on the allowance for loan losses.
 
During the nine months ended September 30, 2007, non-performing (non-accrual) loans decreased to $259,000, from $443,000 at December 31, 2006.  Loans delinquent 60-89 days increased to $1.2 million, from $385,000 at December 31, 2006.  The loan portfolio increased $1.3 million, or 2.5%, to $53.2 million at September 30, 2007, from $51.9 million at December 31, 2006.  During this period one- to four-family residential mortgage loans increased $897,000, or 2.7%, and multi-family residential mortgage loans increased $380,000, or 2.0%.
 
At September 30, 2007, the Company has identified a $450,000 single-family mortgage loan, current in its payments, which the Company classified as special mention due to a prior lien.  In addition, a $468,000 multi-family residential mortgage loan in the 60-89 day delinquency category was classified as special mention.  All loans included in the non-accrual and  60-89 day delinquency categories were reviewed individually by management, and currently, the Company does not believe there will be any loss associated with these loans, but management continues to monitor these loans closely.
 
After reviewing these and other factors, management determined that it was necessary to increase the allowance for loan losses by $10,000.  At September 30, 2007, the allowance for loan losses was $250,000, or 0.47% of loans receivable, compared to $240,000, or 0.46% of loans receivable at December 31, 2006.
 
Non-interest Income .  Non-interest income increased $11,000, to $35,000 for the nine month period ended September 30, 2007, compared to $24,000 for the nine months ended September 30, 2006, primarily due to increases in late charges on delinquent loans.
 
Non-interest Expense .  Non-interest expense increased $356,000, or 24.5%, to $1.8 million for the nine months ended September 30, 2007, from $1.5 million for the same period last year.  Compensation and employee benefits increased $191,000, or 23.4%, to $1.0 million in 2007, from $815,000 in 2006.  The cost of newly instituted stock benefit plans increased benefits expense by approximately $182,000.  Occupancy costs decreased $9,000, or 7.0%, to $120,000 for the nine months ended September 30, 2007, from $129,000 for the same period last year.  Data processing fees increased $2,000, or 2.5%, to $81,000 in 2007, from $79,000 in 2006.  Professional fees, including legal, accounting and consulting fees, increased $168,000, or 77.1%, to $386,000 in 2007, from $218,000 in 2006.  The increase was due primarily to increased costs associated with administration of stock benefit plans, SEC reporting compliance, and other changes resulting from being a new public company.  Miscellaneous expenses increased $4,000, or 1.9%, to $219,000 in 2007, from $215,000 in 2006.
 
 
 
The Bank’s ratio of non-interest expense to average assets increased to 3.24% for the nine months ended September 30, 2007, from 2.71% for the same period last year, and its efficiency ratio was 76.9% in 2007, compared to 67.9% in 2006.
 
Income Tax Expense .  The provision for income taxes decreased $17,000, to $216,000 for the nine months ended September 30, 2007, from $233,000 for the same period last year, reflecting primarily the reduction in pre-tax net income.  The effective tax rate for the nine months ended September 30, 2007, was 40.5%, compared to 36.7% for this period last year.  The increase in the effective tax rate was due primarily to non-deductible costs associated with newly implemented stock benefit plans.
 
Average Balance Sheet
 
The following table sets forth average balance sheets, average yields and costs, and certain other information for the nine months ended September 30, 2007 and 2006.  No tax-equivalent yield adjustments were made, as their effects were not material.  All average balances are based on an average of daily balances.  Non-accrual loans are included in the computation of average balances, but have been reflected in the table as loans carrying a zero yield.  The yields set forth below include the effect of deferred fees, discounts and premiums that are amortized or accreted to interest income or expense.
 
 
 
   
For the Nine Months Ended September 30,
 
   
2007
   
2006
 
   
Average Outstanding Balance
   
Interest
   
Yield/Rate
   
Average Outstanding Balance
   
Interest
   
Yield/Rate
 
Interest-earning assets:
                                   
Loans
  $
53,024
    $
2,611
      6.57 %   $
44,340
    $
2,141
      6.44 %
Securities available for sale
   
17,947
     
643
     
4.78
     
22,967
     
718
     
4.17
 
Interest-earning deposits
   
728
     
27
     
4.95
     
1,444
     
51
     
4.71
 
Federal Home Loan Bank Stock
   
570
     
12
     
2.81
     
500
     
11
     
2.93
 
Total interest-earning assets
   
72,269
    $
3,293
      6.08 %    
69,251
    $
2,921
      5.62 %
Non-interest-earning assets
   
2,269
                     
2,504
                 
Total assets
  $
74,538
                    $
71,755
                 
Interest-Bearing Liabilities: (1)
                                               
Savings deposits
  $
20,126
    $
186
      1.23 %   $
23,002
    $
206
      1.19 %
Certificates of deposit
   
21,818
     
688
     
4.20
     
21,198
     
562
     
3.53
 
Total interest-bearing deposits
   
41,944
     
874
     
2.78
     
44,200
     
768
     
2.32
 
Federal Home Loan Bank advances
   
2,448
     
98
     
5.34
     
855
     
31
     
4.83
 
Total interest-bearing liabilities
   
44,392
     
972
      2.92 %    
45,055
     
799
      2.36 %
Non-interest-bearing
liabilities
   
2,096
                     
2,099
                 
Total liabilities
   
46,488
                     
47,154
                 
Stockholders’ equity
   
28,050
                     
24,601
                 
Total liabilities and stockholders’ equity
  $
74,538
                    $
71,755
                 
Net interest income
          $
2,321
                    $
2,122
         
Net interest rate spread (2)
                    3.16 %                     3.26 %
Net interest-earning
assets (3)
  $
27,877
                    $
24,196
                 
Net interest margin (4)
                    4.28 %                     4.09 %
Ratio of interest-earning assets to interest-bearing liabilities
                    162.80 %                     153.70 %
_______________
(1)
Non-interest-bearing checking deposits are included in non-interest-bearing liabilities.
(2)
Net interest rate spread represents the difference between the yield on average interest-earning assets and the cost of average interest-bearing liabilities.
(3)
Net interest-earning assets represents total interest-earning assets less total interest-bearing liabilities.
(4)
Net interest margin represents net interest income divided by average total interest-earning assets.
 
Liquidity and Capital Resources
 
We maintain liquid assets at levels we consider adequate to meet our liquidity needs.  We adjust our liquidity levels to fund deposit outflows, pay real estate taxes on mortgage loans, repay our borrowings and to fund loan commitments.  We also adjust liquidity as appropriate to meet asset and liability management objectives.
 
Our primary sources of liquidity are deposits, amortization and prepayment of loans, maturities of investment securities and other short-term investments, and earnings and funds provided from operations.  While scheduled principal repayments on loans are a relatively predictable source of funds, deposit flows and loan prepayments are greatly influenced by market interest rates, economic conditions, and rates
 
 
 
offered by our competition.  We set the interest rates on our deposits to maintain a desired level of total deposits.  In addition, we invest excess funds in short-term interest-earning assets, which provide liquidity to meet lending requirements.
 
A portion of our liquidity consists of cash and cash equivalents, which are a product of our operating, investing and financing activities.  At September 30, 2007, $2.5 million of our assets were invested in cash and cash equivalents.  Our primary sources of cash are principal repayments on loans, proceeds from the calls and maturities of investment securities and increases in deposit accounts.  Our cash flows are derived from operating activities, investing activities and financing activities as reported in our consolidated statements of cash flows.
 
Our primary investing activities are the origination of loans and the purchase of investment securities.  During the nine months ended September 30, 2007, our loan originations, net of collected principal, totaled $1.5 million.  During the nine months ended September 30, 2006, net loan originations totaled $11.0 million.  The decrease in net originations was due to both reduced demand for one-to-four family loans, because of higher mortgage interest rates, and to our decision to reduce the amount of new multi-family loans in our portfolio. We did not sell any loans during 2007 or 2006.  Cash received from calls and maturities of securities totaled $2.8 million and $4.5 million for the nine months ended September 30, 2007 and 2006, respectively.  We  purchased $2.0 million in securities during the nine months ended September 30, 2006, but none during the nine months ended September 30, 2007.
 
Deposit flows are generally affected by the level of interest rates, the interest rates and products offered by us and by local competitors, and other factors.  There was a net decrease in total deposits of $2.5 million for the nine months ended September 30, 2007, and a net decrease of $423,000 in 2006.  The decrease in deposits during 2007 was due to increased rate-based competition in our market area.  We also faced competition from a much improved stock market.
 
Liquidity management is both a daily and long-term function of business management.  If we require funds beyond our ability to generate them internally, borrowing agreements exist with the Federal Home Loan Bank of Chicago, which provide an additional source of funds.  During the nine months ended September 30, 2007, the Bank borrowed $4.5 million in advances from the Federal Home Loan Bank and repaid $3.5 million of the advances.  During the nine months ended September 30, 2006, the Bank borrowed $5.0 million and repaid $4.0 million in FHLB advances.  Our remaining available borrowing limit at September 30, 2007, was $7.0 million.
 
At September 30, 2007, we had outstanding commitments to originate loans of $55,000.  At September 30, 2007, certificates of deposit scheduled to mature in less than one year totaled $19.1 million.  Based on prior experience, management believes that a significant portion of such deposits will remain with us, although there can be no assurance that this will be the case.  In the event we do not retain a significant portion of our maturing certificates of deposit, we will have to utilize other funding sources, such as Federal Home Loan Bank of Chicago advances, in order to maintain our level of assets.  Alternatively, we would reduce our level of liquid assets, such as our cash and cash equivalents.  In addition, the cost of such deposits may be significantly higher if market interest rates are higher at the time of renewal.
 
Off-Balance Sheet Arrangements
 
In the ordinary course of business, the Bank is a party to credit-related financial instruments with off-balance-sheet risk to meet the financing needs of its customers.  These financial instruments include commitments to extend credit.  The Bank follows the same credit policies in making commitments as it does for on-balance-sheet instruments.
 
 
 
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.  Therefore, the total commitment amounts do not necessarily represent future cash requirements.
 
At September 30, 2007 and December 31, 2006, the Bank had $55,000 and $576,000, respectively, of commitments to grant mortgage loans.
 
Impact of Inflation and Changing Prices
 
Our financial statements and related notes have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”).  GAAP generally requires the measurement of financial position and operating results in terms of historical dollars without consideration for changes in the relative purchasing power of money over time due to inflation.  The impact of inflation is reflected in the increased cost of our operations.  Unlike industrial companies, our assets and liabilities are primarily monetary in nature.  As a result, changes in market interest rates have a greater impact on performance than the effects of inflation.
 
Management of Market Risk
 
General .  The majority of our assets and liabilities are monetary in nature.  Consequently, our most significant form of market risk is interest rate risk.  Our assets, consisting primarily of mortgage loans, have longer maturities than our liabilities, which consist primarily of deposits.  As a result, a principal part of our business strategy is to manage interest rate risk and reduce the exposure of our net interest income to changes in market interest rates.  Our board of directors has approved a series of policies for evaluating interest rate risk inherent in our assets and liabilities; for determining the level of risk that is appropriate given our business strategy, operating environment, capital, liquidity and performance objectives; and for managing this risk consistent with these policies.  Senior management regularly monitors the level of interest rate risk and reports to the board of directors on our compliance with our asset/liability policies and on our interest rate risk position.
 
We have sought to manage our interest rate risk in order to control the exposure of our earnings and capital to changes in interest rates.  During the low interest rate environment that has existed in recent years, we have managed our interest rate risk by maintaining a high equity-to-assets ratio and building and maintaining portfolios of shorter-term fixed rate residential loans and second mortgage loans.  By maintaining a high equity-to-assets ratio, we believe that we are better positioned to absorb more interest rate risk in order to improve our net interest margin.  However, maintaining high equity balances reduces our return on equity ratio, and investments in shorter-term assets generally bear lower yields than longer-term investments.
 
Net Portfolio Value .  In past years, many savings institutions have measured interest rate sensitivity by computing the “gap” between the assets and liabilities that are expected to mature or reprice within certain time periods, based on assumptions regarding loan prepayment and deposit decay rates formerly provided by the OTS.  However, the OTS now requires the computation of amounts by which the net present value of an institution’s cash flow from assets, liabilities and off balance sheet items (the institution’s net portfolio value or “NPV”) would change in the event of a range of assumed changes in market interest rates.  The OTS provides all institutions that file a Consolidated Maturity/Rate Schedule as a part of their quarterly Thrift Financial Report with an interest rate sensitivity report of net portfolio value.  The OTS simulation model uses a discounted cash flow analysis and an option-based pricing approach to measuring the interest rate sensitivity of net portfolio value.  Historically, the OTS model estimated the economic value of each type of asset, liability and off-balance sheet contract under
 
 
 
the assumption that the United States Treasury yield curve increases or decreases instantaneously by 100 to 300 basis points in 100 basis point increments.  A basis point equals one-hundredth of one percent, and 100 basis points equals one percent.  An increase in interest rates from 3% to 4% would mean, for example, a 100 basis point increase in the “Change in Interest Rates” column below.  The OTS provides us the results of the interest rate sensitivity model, which is based on information we provide to the OTS to estimate the sensitivity of our net portfolio value.
 
The table below sets forth, as of June 30, 2007, the latest date available, the estimated changes in our NPV and our net interest income that would result from the designated instantaneous changes in the U.S. Treasury yield curve.  Computations of prospective effects of hypothetical interest rate changes are based on numerous assumptions including relative levels of market interest rates, loan prepayments and deposit decay, and should not be relied upon as indicative of actual results.
 
     
NPV
   
Net Portfolio Value as a Percentage of Present Value of Assets
 
Change In Interest Rates (Basis Points)
   
Estimated NPV
   
Amount of Change
   
Percentage Change
   
NPV Ratio
   
Change in Basis Points
 
(dollars in thousands)
 
 
+300
    $
19,511
    $ (7,017 )     -26 %     28.16 %  
-638bp
 
 
+200
     
21,801
      (4,727 )    
-18
     
30.39
     
-414
 
 
+100
     
24,180
      (2,348 )    
-9
     
32.55
     
-198
 
Unchanged
     
26,528
     
     
     
34.53
     
 
 
-100
     
28,682
     
2,153
     
+8
     
36.23
     
+169
 
 
-200
     
30,447
     
3,918
     
+15
     
37.51
     
+298
 

The table above indicates that at June 30, 2007, in the event of a 200 basis point decrease in interest rates, we would experience a 15% increase in net portfolio value.  In the event of a 200 basis point increase in interest rates, we would experience an 18% decrease in net portfolio value.
 
Certain shortcomings are inherent in the methodology used in the above interest rate risk measurement.  Modeling changes in net portfolio value requires making certain assumptions that may or may not reflect the manner in which actual yields and costs respond to changes in market interest rates.  In this regard, the net portfolio value table presented assumes that the composition of our interest-sensitive assets and liabilities existing at the beginning of a period remains constant over the period being measured and assumes that a particular change in interest rates is reflected uniformly across the yield curve regardless of the duration or repricing of specific assets and liabilities.  Accordingly, although the net portfolio value table provides an indication of our interest rate risk exposure at a particular point in time, such measurements do not provide a precise forecast of the effect of changes in market interest rates on net interest income and will differ from actual results.
 
 
As of the end of the period covered by this report, we carried out an evaluation, under the supervision, and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as contemplated by Exchange Act Rule 13a-15.  Based upon, and as of the date of that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report, the Company and the Bank’s disclosure controls and procedures are effective, in all material respects, in timely alerting them to material information relating to the Company
 
 
 
(and its consolidated subsidiaries) required to be included in the periodic reports the Company is required to file and submit to the Securities and Exchange Commission under the Exchange Act.
 
There have been no changes in the Company’s internal controls during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.
 

 
 
Item 1.    Legal Proceedings .
 
The Company and the Bank are not involved in any pending proceedings other than the legal proceedings occurring in the ordinary course of business.  Such legal proceedings in the aggregate are believed by management to be immaterial to the Company’s business, financial condition, results of operations and cash flows.
 
Item 2.     Unregistered Sales of Equity Securities and Use of Proceeds .
 
Period
Total number of shares purchased
Average price paid per share
Total number of shares purchased as part of  publicly announced plans or programs
Maximum number of shares that may yet be purchased under the plans
or programs (1)
7/1/07–7/31/07
98,544
8/1/07–8/31/07
98,544
9/1/07–9/30/07
98,544
_______________
(1)
On May 21, 2007 the Company announced that its Board of Directors had approved a stock repurchase program that authorized the purchase of up to 5%, or 181,844 shares, of the Company’s then outstanding shares of common stock, from time to time in open market or privately negotiated transactions.  Unless terminated or amended earlier by the Board of Directors, the stock repurchase program will end when the Company has repurchased all 181,844 shares authorized for repurchase.

Item 3.    Defaults Upon Senior Securities .
 
None
 
Item 4.   Submission of Matters to a Vote of Security Holders .
 
        None
 
 
None
 
Item 6.   Exhibits .
 
The exhibits filed as part of this Form 10-QSB are listed in the Exhibit Index, which is incorporated herein by reference.
 

 
 
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
Date:  November 13, 2007
MUTUAL FEDERAL BANCORP, INC.
 
By:  /s/Stephen M. Oksas                                                                 
Stephen M. Oksas
President and Chief Executive Officer
Date:  November 13, 2007
 
By:  /s/John L. Garlanger                                                                
        Jo hn L. Garlanger
        Chief Financial Officer
   

 
 
 
   
31.1
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
31.2
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
32.1
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 
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