FORM 10-QSB SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1997 OR [ ] TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______________ to _______________ Commission File No. 333-10347 MARKET FINANCIAL CORPORATION _______________________________________________________ (Exact name of registrant as specified in its charter) Ohio 31-1462464 ____________________________ ______________________ (State or other jurisdiction (I.R.S. Employer of incorporation of Identification Number) organization) 7522 Hamilton Avenue Mt. Healthy, OH 45231 _____________________ __________ (Address of principal (Zip Code) executive office) Registrant's telephone number, including area code: (513) 521-9772 Check whether the Registrant (1) has 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 _____ No __X__ As of May 9, 1997, the latest practicable date, 1,335,725 common shares of the registrant, no par value, were issued and outstanding. -1- INDEX MARKET FINANCIAL CORPORATION Page PART I - FINANCIAL INFORMATION Consolidated Statements of Financial Condition 3 Consolidated Statements of Earnings 4 Consolidated Statements of Cash Flows 5 Notes to Consolidated Financial Statements 7 Management's Discussion and Analysis of Financial Condition and Results of Operations 10 PART II - OTHER INFORMATION 13 SIGNATURES 14 -2- Market Financial Corporation CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION March 31, September 30, 1997 1996 -------- -------- ASSETS (In thousands) Cash and due from banks $ 879 $ 512 Federal funds sold 12,020 2,627 Interest-bearing deposits in other financial institutions 467 943 -------- ------- Cash and cash equivalents 13,366 4,082 Certificates of deposit in other financial institutions 6,640 7,040 Investment securities - at amortized cost, approximate market value of $7,678 and $9,071 at March 31, 1997, and September 30, 1996 7,690 9,062 Investment securities designated as available for sale - 795 712 at market Mortgage-backed securities - at cost, approximate market value of $1,521 and $1,612 at March 31, 1997 and September 30, 1996 1,482 1,549 Loans receivable - net 25,409 21,996 Office premises and equipment - at depreciated cost 155 168 Federal Home Loan Bank stock - at cost 376 364 Accrued interest receivable 315 339 Prepaid expenses and other assets 79 196 Prepaid federal income taxes 36 39 -------- ------- Total assets $ 56,343 $45,547 ======== ======= LIABILITIES AND SHAREHOLDERS' EQUITY Deposits $ 36,114 $37,282 Advances by borrowers for taxes and insurance 55 50 Accrued interest payable 129 117 Other liabilities 133 273 Deferred federal income taxes 419 311 -------- ------- Total liabilities 36,850 38,033 Shareholders' equity Preferred stock - 1,000,000 shares without par value authorized; no shares issued and outstanding -- -- Common stock - 4,000,000 shares without par value authorized; 1,335,725 shares issued and outstanding at -- -- March 31, 1997 Additional paid-in capital 12,832 -- Shares acquired by Employee Stock Ownership Plan (ESOP) (1,069) -- Retained earnings - substantially restricted 7,224 7,063 Unrealized gain on securities designated as available for sale, net of related tax effects 506 451 -------- ------- Total shareholders' equity 19,493 7,514 -------- ------- Total liabilities and shareholders' equity $ 56,343 $45,547 ======== ======= -3- Market Financial Corporation CONSOLIDATED STATEMENTS OF EARNINGS Six months ended March 31, Three months ended March 31, 1997 1996 1997 1996 -------- -------- -------- -------- (In thousands) Interest income Loans $ 961 $ 961 $501 $474 Mortgage-backed securities 67 87 33 39 Investment securities 249 270 102 130 Interest-bearing deposits and other 324 318 167 158 ------ ------ ---- ---- Total interest income 1,601 1,636 803 801 Interest expense Deposits 854 903 428 451 ------ ------ ---- ---- Net interest income 747 733 375 350 Provision for losses on loans -- 13 -- 2 ------ ------ ---- ---- Net interest income after provision for 747 720 375 348 losses on loans Other operating income 3 4 1 2 General, administrative and other expense Employee compensation and benefits 291 231 149 105 Occupancy and equipment 52 57 26 30 Federal deposit insurance premiums 23 38 1 16 Franchise taxes 54 49 30 22 Other operating 86 87 38 41 ------ ------ ---- ---- Total general, administrative and other expense 506 462 244 214 ------ ------ ---- ---- Earnings before income taxes 244 262 132 136 Federal income taxes Current 3 87 32 8 Deferred 80 6 13 39 ------ ------ ---- ---- Total federal income taxes 83 93 45 47 ------ ------ ---- ---- Net Earnings $ 161 $ 169 $ 87 $ 89 ====== ====== ==== ==== -4- Market Financial Corporation CONSOLIDATED STATEMENTS OF CASH FLOWS Six months ended March 31, 1997 1997 -------- -------- (In thousands) Cash flows from operating activities: Net earnings for the period $ 161 $ 169 Adjustments to reconcile net earnings to net cash provided by (used in) operating activities: Amortization of premiums and discounts on investments and mortgage-backed securities, net (28) (19) Depreciation and amortization 15 19 Amortization of deferred loan origination fees (12) (16) Provision for losses on loans -- 13 Federal Home Loan Bank stock (12) (12) dividends Increase (decrease) in cash due to changes in: Accrued interest receivable 24 11 Accrued interest payable 12 15 Prepaid expenses and other assets 117 (40) Other liabilities (140) 1 Federal income taxes Current 3 6 Deferred 80 6 -------- ------- Net cash provided by operating activities 220 153 Cash flows provided by (used in) investing activities: Principal repayments on mortgage-backed securities 67 252 Proceeds from maturity of investment securities 2,400 2,000 Loan disbursements (4,612) (1,166) Principal repayments on loans 1,211 1,580 Purchase of investment securities designated as held to maturity (1,000) (2,057) Purchase of office equipment (2) (22) Decrease in certificates of deposits in other financial institutions - 400 299 -------- ------- net Net cash provided by (used in) investing activities (1,536) 886 Cash flows provided by (used in) financing activities: Net increase (decrease) in deposits (1,168) 469 Advances by borrowers for taxes and insurance 5 5 Disbursement of loan to ESOP (1,069) -- Net proceeds from issuance of common shares 12,832 -- -------- ------- Net cash provided by financing activities 10,600 474 -------- ------- Net increase in cash and cash equivalents (balance carried forward) 9,284 1,513 -------- ------- -5- Market Financial Corporation CONSOLIDATED STATEMENTS OF CASH FLOWS Six months ended March 31, 1997 1997 -------- -------- (In thousands) Net increase in cash and cash equivalents (balance brought forward) $ 9,284 $ 1,513 Cash and cash equivalents at beginning of period 4,082 4,013 -------- ------- Cash and cash equivalents at end of period $ 13,366 $ 5,526 ======== ======= Supplemental disclosure of cash flow information: Cash paid during the period for: Federal income taxes $ -- $ 51 ======== ======= Interest on deposits $ 842 $ 887 ======== ======= Supplemental disclosure of noncash investing activities: Unrealized gain on securities designated as available for sale, net of related tax effects $ 55 $ 78 ======== ======= -6- NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARKET FINANCIAL CORPORATION For the three and six month periods ended March 31, 1997 and 1996 On April 16, 1996, the Board of Directors of The Market Building and Saving Company (the "Association") unanimously adopted a Plan of Conversion to convert the Association from a mutual savings and loan association under Ohio law to a stock savings and loan association under Ohio law with the concurrent formation of the newly chartered holding company, Market Financial Corporation ("MFC"). The conversion was accomplished through amendment of the Association's Articles of Incorporation and Constitution and the sale of MFC's common shares in an amount equal to the pro forma market value of the Association after giving effect to the conversion. A subscription offering of the shares of MFC to the Association's members and to an employee stock benefit plan was conducted. The conversion was completed on March 27, 1997, and resulted in the issuance of 1,335,725 common shares of MFC which, after consideration of offering expenses totaling approximately $525,000 and shares purchased by the ESOP of approximately $1.1 million, resulted in net proceeds of $11.8 million. At the time of conversion, the Association established a liquidation account in an amount equal to its regulatory capital as of September 30, 1996. The liquidation account will be maintained for the benefit of eligible depositors who continue to maintain their accounts at the Association after the conversion. The liquidation account will be reduced annually to the extent eligible depositors have reduced their qualifying deposits. Subsequent increases will not restore an eligible account holder's interest in the liquidation account. In the event of complete liquidation, and only in such event, each eligible depositor will be entitled to receive a distribution from the liquidation account in an amount proportionate to the current adjusted qualifying balances for accounts then held. The Association may not pay dividends that would reduce shareholders' equity below the required liquidation account balance. Under OTS regulations, limitations have been imposed on all "capital distributions", including cash dividends by savings institutions. The regulation establishes a three-tiered system of restrictions, with the greatest flexibility afforded to thrifts which are both well-capitalized and given favorable qualitative examination ratings by the OTS. The consolidated financial statements for periods prior to March 27, 1997, contained herein, are those of the Association prior to the completion of its conversion to stock form. 1. Basis of Presentation The accompanying unaudited consolidated financial statements were prepared in accordance with instructions for Form 10-QSB, and, therefore, do not include information or footnotes necessary for complete presentation of consolidated financial position, results of operations and cash flows in conformity with generally accepted accounting principles. Accordingly, these financial statements should be read in conjunction with the financial statements and notes thereto of The Market Building and Saving Company for the year ended September 30, 1996. However, in the opinion of management, all adjustments (consisting of only normal recurring accruals) which are necessary for fair presentation of the consolidated financial statements have been included. The results of operations for the three month and six month periods ended March 31, 1997 and 1996, are not necessarily indicative of the results which may be expected for an entire fiscal year. 2. Principles of Consolidation The accompanying financial statements include the accounts of MFC and the Association. All significant intercompany items have been eliminated. 3. Effects of Recent Accounting Pronouncements In May 1995, the FASB issued SFAS No. 122 "Accounting for Mortgage Servicing Rights," which requires that the Association recognize as separate assets rights to service mortgage loans for others, regardless of how those servicing rights are acquired. An institution that acquires mortgage servicing rights through either the purchase or origination of mortgage loans and sells those loans with servicing rights retained would allocate some of the cost of the loans to the mortgage servicing rights. SFAS No. 122 requires that securitizations of mortgage loans be accounted for as sales of mortgage loans and acquisitions of mortgage-backed securities. Additionally, SFAS No. 122 -7- requires that capitalized mortgage servicing rights and capitalized excess servicing receivables be assessed for impairment. Impairment is measured based on fair value. SFAS No. 122 was effective for fiscal years beginning after December 15, 1995 (October 1, 1996, as to the Association), to transactions in which an entity acquires mortgage servicing rights and to impairment evaluations of all capitalized mortgage servicing rights and capitalized excess servicing receivables whenever acquired. Retroactive application is prohibited, and earlier adoption is encouraged. Management adopted SFAS No. 122 effective October 1, 1996, as required, without material effect on the Association's financial position or results of operations. In October 1995, the FASB issued SFAS No. 123, "Accounting for Stock-Based Compensation," establishing financial accounting and reporting standards for stock-based employee compensation plans. SFAS No. 123 encourages all entities to adopt a new method of accounting to measure the compensation cost of all employee stock compensation plans based on the estimated fair value of the award at the date it is granted. Companies are, however, allowed to continue to measure compensation cost for those plans using the intrinsic value based method of accounting, which generally does not result in compensation expense recognition for most plans. Companies that elect to remain with the existing accounting are required to disclose in a footnote to the financial statements pro forma net earnings and, if presented, earnings per share, as if SFAS No. 123 had been adopted. The accounting requirements of SFAS No. 123 are effective for transactions entered into during fiscal years that begin after December 15, 1995; however, companies are required to disclose information for awards granted in their first fiscal year beginning after December 15, 1994. Management has determined that MFC will continue to account for stock-based compensation pursuant to Accounting Principles Board Opinion No. 25, and therefore, the disclosure provisions of SFAS No. 123 will have no effect on its consolidated financial condition or results of operations. In June 1996, the FASB issued SFAS No. 125, "Accounting for Transfers of Financial Assets, Servicing Rights and Extinguishment of Liabilities," that provides accounting guidance on transfers of financial assets, servicing of financial assets and extinguishment of liabilities. SFAS No. 125 introduces an approach to accounting for transfers of financial assets that provides a means of dealing with more complex transactions in which the seller disposes of only a partial interest in the assets, retains rights or obligations, makes use of special purpose entities in the transaction, or otherwise has continuing involvement with the transferred assets. The new accounting method, the financial components approach, provides that the carrying amount of the financial assets transferred be allocated to components of the transaction based on their relative fair values. SFAS No. 125 provides criteria for determining whether control of assets has been relinquished and whether a sale has occurred. If the transfer does not qualify as a sale, it is accounted for as a secured borrowing. Transactions subject to the provisions of SFAS No. 125 include, among others, transfers involving repurchase agreements, securitizations of financial assets, loan participations, factoring arrangements and transfers of receivables with recourse. An institution that undertakes an obligation to service financial assets recognizes either a servicing asset or liability for the servicing contract (unless related to a securitization of assets, and all the securitized assets are retained and classified as held to maturity). A servicing asset or liability that is purchased or assumed is initially recognized at its fair value. Servicing assets and liabilities are amortized in proportion to and over the period of estimated net servicing income or net servicing loss and are subject to subsequent assessments for impairment based on fair value. SFAS No. 125 provides that a liability is removed from the balance sheet only if the debtor either pays the creditor and is relieved of its obligations for the liability or is legally released from being the primary obligor. SFAS No. 125 supersedes SFAS No. 122 and is effective for transfers and servicing of financial assets and extinguishment of liabilities occurring after December 31, 1997, and is to be applied prospectively. Earlier or retroactive application is not permitted. Management does not believe that the adoption of SFAS No. 125 will have a material adverse effect on the Association's financial position or results of operations. In February 1997, the FASB issued SFAS No. 128, "Earnings Per Share," which requires companies to present basic earnings per share and, if applicable, diluted earnings per share, instead of primary and fully diluted earnings per share, respectively. Basic earnings per share is computed without including potential common shares, i.e., no dilutive effect. Diluted earnings per share is computed taking into consideration common shares outstanding and dilutive potential common shares, including options, warrants, convertible securities and contingent stock agreements. SFAS No. 128 is effective for periods ending after December 15, 1997. Early application is not permitted. The provisions of SFAS No. 128 are not applicable to MFC's three month and six month periods ended March 31, 1997 and 1996, as the conversion was completed in March 1997. -8- 4. Pending Legislative Changes Congress has enacted legislation that would merge the Savings Association Insurance Fund (the "SAIF") and the Bank Insurance Fund (the "BIF") on January 1, 1999. The legislation currently provides for the elimination of the thrift charter or separate thrift regulation under federal law prior to the merger of the deposit insurance funds. The Association then might be regulated as a bank under federal law and subject to the more restrictive activity limits imposed on national banks. 5. Earnings Per Share The provisions of Accounting Principles Board Opinion No. 15 "Earnings Per Share," are not applicable to the six and three month periods ended March 31, 1997 and 1996, as the conversion from mutual to stock form was completed in March 1997. -9- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS MARKET FINANCIAL CORPORATION In addition to historical information contained herein, the following discussion contains forward-looking statements that involve risks and uncertainties. Economic circumstances, the Association's operations and actual results could differ significantly from those discussed in the forward-looking statements. Some of the factors that could cause or contribute to such differences are discussed herein but also include changes in the economy and interest rates in the nation and the Association's market area generally. Some of the forward-looking statements included herein are the statements regarding management's determination of the amount of allowance for losses on loans, the adequacy of collateral on nonperforming loans, legislative changes with respect to the federal thrift charter and the effect of certain accounting pronouncements. Discussion of Financial Condition Changes from September 30, 1996 to March 31, 1997 The Association's assets at March 31, 1997, totaled approximately $56.3 million, a $10.8 million, or 23.7%, increase over the $45.5 million total at September 30, 1996. The increase was funded through the proceeds of the issuance of common shares of MFC in March of 1997. Liquid assets (cash and cash equivalents, certificates of deposit and investment securities) totaled $28.5 million at March 31, 1997, an increase of $7.6 million over the total at September 30, 1996. This increase resulted primarily from the net proceeds from the offering of MFC common shares in March 1997, which was partially offset by the use of liquid assets to fund loan originations during the six months ended March 31, 1997. Repayments from mortgage-backed securities also provided funds for the growth in loans during the period. Loans receivable totaled $25.4 million at March 31, 1997, an increase of $3.4 million, or 15.5%, over September 30, 1996. This increase resulted primarily from loan originations of $4.6 million, which exceeded principal repayments of $1.2 million. The Association's allowance for loan losses totaled $52,000 at March 31, 1997, and September 30, 1996. The allowance represented .20% and .24% of total loans at March 31, 1997, and September 30, 1996. Nonperforming loans totaled $500,000 and $139,000, or 1.97% and .63% of total loans, at March 31, 1997, and September 30, 1996, respectively. The increase of $361,000 in nonperforming loans was primarily attributable to a nonresidential real estate loan with an outstanding balance of $325,000. Management believes, however, that the collateral on such property is adequate and anticipates no loss on this loan. Although management believes that its allowance for loan losses at March 31, 1997, was adequate based upon the available facts and circumstances, there can be no assurances that additions to such allowance will not be necessary in future periods, which could adversely affect the Association's results of operations. Deposits totaled $36.1 million at March 31, 1997, a decrease of $1.2 million, or 3.1%, from the total at September 30, 1996, primarily as a result of depositors withdrawing funds to purchase common shares in the conversion. At March 31, 1997, certificates of deposit that will mature within one year accounted for 52.7% of the Association's deposit liabilities. Shareholders' equity increased $12.0 million, or 159.4%, as a result of net conversion proceeds of $12.8 million and net earnings of $161,000 for the six months ended March 31, 1997, which were partially offset by the Market Financial Corporation Employee Stock Ownership Plan (the "ESOP") purchase of MFC common shares totaling $1.1 million. The Association is required to meet each of three minimum capital standards promulgated by the Office of Thrift Supervision (the "OTS"), hereinafter described as the tangible capital requirement, the core capital requirement and the risk-based capital requirement. The tangible capital requirement provides for the maintenance of shareholders' equity less all intangible assets equal to 1.5% of adjusted total assets. The core capital requirement provides for the maintenance of tangible capital plus certain forms of supervisory goodwill equal to 3% of adjusted total assets, while the risk-based capital requirement mandates maintenance of core capital plus general loan loss allowances equal to 8% of risk-weighted assets as defined by OTS regulations. As of March 31, 1997, the Association's tangible and core capital -10- totaled $12.6 million, or 22.6%, of adjusted total assets, which exceeded the minimum requirements of $834,000 and $1.7 million by $11.7 million and $10.9 million, respectively. As of March 31, 1997, the Association's risk-based capital was $12.6 million, or 68.8% of risk-weighted assets, exceeding the minimum requirement by $11.2 million. Comparison of Operating Results for the Three-Month Periods Ended March 31, 1997 and 1996 General. Net earnings totaled $87,000 for the three months ended March 31, 1997, a $2,000, or 2.2%, decrease from the $89,000 of net earnings recorded for the three months ended March 31, 1996. The decrease in earnings resulted primarily from a $30,000 increase in general, administrative and other expense, which was partially offset by a $25,000 increase in net interest income, a $2,000 decrease in the provision for losses on loans and a $2,000 decrease in the provision for federal income taxes. Net Interest Income. Interest income increased by $2,000, or .2%, for the three months ended March 31, 1997, compared to the three months ended March 31, 1996. The increase resulted primarily from an increase in the weighted average balance of loans outstanding during the period. Interest expense on deposits decreased by $23,000, or 5.1%, due primarily to a decrease in the deposit portfolio, resulting primarily from customers' use of deposits to purchase common shares in the conversion in March 1997, coupled with a decrease in the cost of deposits. Net interest income increased by $25,000, or 7.1%, for the three months ended March 31, 1997, compared to the same quarter in 1996. Provision for Losses on Loans. A provision for losses on loans is charged to earnings to bring the total allowance to a level considered appropriate by management based on historical experience, the volume and type of lending conducted by the Association, the status of past due principal and interest payments, general economic conditions, particularly as such conditions relate to the Association's market area, and other factors related to the collectibility of the Association's loan portfolio. As a result of such analysis, management decided no additional provision for losses on loans was necessary during the quarter ended March 31, 1997. There can be no assurance, however, that the allowance for loan losses of the Association will be adequate to cover losses on nonperforming assets in the future. Other Operating Income. Other operating income, primarily service fees on money orders and travelers' checks, totaled $1,000 and $2,000 for the three-month periods ended March 31, 1997 and 1996, respectively. General, Administrative and Other Expense. General, administrative and other expense increased by $30,000, or 14.0%, for the quarter ended March 31, 1997, compared to the same quarter in 1996. The increase resulted primarily from a $44,000, or 41.9%, increase in employee compensation and benefits due to increased staffing and normal merit increases, which was partially offset by a $15,000, or 93.8%, decrease in federal deposit insurance premiums.. Federal Income Tax. The provision for federal income taxes totaled $45,000 for the three months ended March 31, 1997, compared to $47,000 for the 1996 quarter. The $2,000, or 4.3%, reduction resulted from a $4,000, or 2.9%, decline in earnings before taxes. The effective tax rates were 34.1% and 34.6% for the three months ended March 31, 1997 and 1996, respectively. Comparison of Operating Results for the Six-Month Periods Ended March 31, 1997 and 1996 General. Net earnings totaled $161,000 for the six months ended March 31, 1997, an $8,000, or 4.7%, decrease from the $169,000 of net earnings recorded for the six months ended March 31, 1996. The decrease in earnings resulted primarily from a $44,000 increase in general, administrative and other expense, which was partially offset by a $14,000 increase in net interest income, a $13,000 decrease in the provision for losses on loans and a $10,000 decrease in the provision for federal income taxes. Net Interest Income. Interest income decreased by $35,000, or 2.1%, for the six months ended March 31, 1997, compared to the six months ended March 31, 1996. The decrease resulted primarily from a decrease in the weighted average balances of mortgage-backed securities and investment securities during the period. Interest expense on deposits decreased by $49,000, or 5.4%, due primarily to a decrease in the deposit portfolio, due to customers' use of deposits to purchase common shares in the conversion in March 1997, coupled with a decrease in the cost of deposits. Net interest income increased by $14,000, or 1.9%, for the six months ended March 31, 1997, compared to the same period in 1996. -11- Provision for Losses on Loans. A provision for losses on loans is charged to earnings to bring the total allowance to a level considered appropriate by management based on historical experience, the volume and type of lending conducted by the Association, the status of past due principal and interest payments, general economic conditions, particularly as such conditions relate to the Association's market area, and other factors related to the collectibility of the Association's loan portfolio. As a result of such analysis, management decided no additional provision for losses on loans was necessary during the six months ended March 31, 1997. There can be no assurance, however, that the allowance for loan losses of the Association will be adequate to cover losses on nonperforming assets in the future. Other Operating Income. Other operating income, primarily service fees on money orders and travelers' checks, totaled $3,000 and $4,000 for the six-month periods ended March 31, 1997 and 1996, respectively. General, Administrative and Other Expense. General, administrative and other expense increased by $44,000, or 9.5%, for the six months ended March 31, 1997, compared to the same period in 1996. The increase resulted primarily from a $60,000, or 26.0%, increase in employee compensation and benefits, due to increased staffing and normal merit increases, which was partially offset by a $15,000, or 39.5%, decrease in federal deposit insurance premiums. Federal Income Tax. The provision for federal income taxes totaled $83,000 for the six months ended March 31, 1997, compared to $93,000 for the 1996 period. The $10,000, or 10.8%, reduction resulted from an $18,000, or 6.9%, decline in earnings before taxes. The effective tax rates were 34.0% and 35.5% of the six months ended March 31, 1997 and 1996, respectively. -12- PART II MARKET FINANCIAL CORPORATION Item 1. Legal Proceedings Not applicable. Item 2. Changes in Securities Not applicable. Item 3. Defaults Upon Senior Securities Not applicable. Item 4. Submission of Matters to a Vote of Security Holders Not applicable. Item 5. Other Materially Important Events Not applicable. Item 6. Exhibits and Reports on Form 8-K Exhibit 27 - Financial Data Schedule. -13- SIGNATURES MARKET FINANCIAL CORPORATION Pursuant to the requirements 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. Date: May 13, 1997 By: /s/ John T. Larimer ________________________________ John T. Larimer, President and Chief Executive Officer Date: May 13, 1997 By: /s/ Julie M. Bertsch ________________________________ Julie M. Bertsch