SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1997 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM __________________ TO _________________ Commission file number: 0-21108 MARION CAPITAL HOLDINGS, INC. (Exact name of registrant specified in its charter) Indiana 35-1872393 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 100 West Third Street P.O. Box 367 Marion, Indiana 46952 (Address of principal executive offices, including Zip Code) (317) 664-0556 (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such report), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] The number of shares of the Registrant's common stock, without par value, outstanding as of May 5, 1997 was 1,802,846. -1- Marion Capital Holdings, Inc. Form 10-Q Index Page No. PART I. FINANCIAL INFORMATION Item 1. Financial Statements 3 Consolidated Condensed Statement of Financial Condition as of March 31, 1997 and June 30, 1996 3 Consolidated Condensed Statement of Income for the three-month period ended March 31, 1997 and 1996 and for the nine-month period ended March 31, 1997 and 1996. 4 Consolidated Condensed Statement of Changes in Shareholders' Equity for the nine months ended March 31, 1997 5 Consolidated Condensed Statement of Cash Flows for the nine months ended March 31, 1997 and 1996 6-7 Notes to Consolidated Condensed Financial Statements 8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 8 PART II. OTHER INFORMATION Item 1. Legal Proceedings 15 Item 6. Exhibits and Reports on Form 8-K 15 SIGNATURES 16 -2- MARION CAPITAL HOLDINGS, INC. AND WHOLLY-OWNED SUBSIDIARY FIRST FEDERAL SAVINGS BANK OF MARION CONSOLIDATED CONDENSED STATEMENT OF FINANCIAL CONDITION March 31, June 30, 1997 1996 ------------- ------------- ASSETS Cash $ 1,929,349 $ 2,365,805 Short-term interest bearing deposits 3,653,657 5,154,518 ------------- ------------- Total cash and cash equivalents 5,583,006 7,520,323 Investment securities available for sale 2,960,625 999,750 Investment securities held to maturity (market value $4,555,813 and $11,496,535) 4,611,484 11,566,476 Mortgage-backed securities (market value $442,067 and $1,389,232) 445,570 1,491,246 Loans receivable, net 147,399,206 143,164,641 Real estate owned, net 0 182,959 Premises and equipment 1,512,706 1,446,025 Stock in Federal Home Loan Bank (at cost which approximates market) 988,400 988,400 Other assets 10,914,418 10,406,755 ------------- ------------- Total assets $ 174,415,415 $ 177,766,575 ============= ============= LIABILITIES Deposits $ 121,140,153 $ 126,260,010 Advances from FHLB 8,233,390 6,241,474 Advances by borrowers for taxes and insurance 359,253 392,278 Other liabilities 4,480,876 3,361,739 ------------- ------------- Total liabilities 134,213,672 136,255,501 SHAREHOLDERS' EQUITY Preferred Stock: Authorized and unissued--2,000,000 shares 0 0 Common stock, without par value: Authorized--5,000,000 shares Issued and outstanding--1,828,242 and 1,933,613 shares 11,712,034 13,814,937 Retained earnings 28,716,566 28,128,458 Unrealized gain (loss) on securities available for sale (24,480) (119) Unearned compensation (202,377) (432,202) ------------- ------------- Total shareholders' equity 40,201,743 41,511,074 ------------- ------------- Total liabilities and shareholders' equity $ 174,415,415 $ 177,766,575 -3- MARION CAPITAL HOLDINGS, INC. AND WHOLLY-OWNED SUBSIDIARY FIRST FEDERAL SAVINGS BANK OF MARION CONSOLIDATED CONDENSED STATEMENT OF INCOME Three Months Ended Nine Months Ended March 31, March 31, ----------------------------------------------------------- 1997 1996 1997 1996 Interest income Loans $3,243,805 $3,129,882 $9,630,046 $9,356,900 Mortgage-backed securities 7,151 24,577 35,040 85,909 Federal funds sold 0 0 0 0 Interest-bearing deposits 74,853 87,256 217,190 199,855 Investment securities 110,488 183,212 376,827 626,617 Other interest and dividend income 19,131 18,083 58,138 54,746 --------- ------- --------- --------- Total interest income 3,455,428 3,443,010 10,317,241 10,324,027 Interest expense Deposits 1,532,083 1,592,905 4,720,537 4,746,469 Advances from FHLB 125,671 114,002 334,768 348,088 Securities sold under agreement to repurchase 0 7,072 0 52,159 --------- ------- --------- --------- Total interest expense 1,657,754 1,713,979 5,055,305 5,146,716 --------- ------- --------- --------- Net interest income 1,797,674 1,729,031 5,261,936 5,177,311 Provision for losses on loans 37,250 0 47,199 24,243 --------- ------- --------- --------- Net interest income after provision for losses on loans 1,760,424 1,729,031 5,214,737 5,153,068 --------- ------- --------- --------- Other income Net loan servicing fees 21,988 20,484 67,081 59,663 Annuity and other commissions 37,573 38,955 127,476 121,550 Equity in losses of limited partnerships (60,000) (53,829) (180,000) (149,482) Other income 21,663 17,763 110,751 73,573 --------- ------- --------- --------- Total other income 21,224 23,373 125,308 105,304 --------- ------- --------- --------- Other expenses Salaries and employee benefits 329,321 589,196 1,587,865 1,764,926 Occupancy expense 54,460 41,602 135,225 117,917 Equipment expense 16,576 16,260 44,898 43,827 Deposit insurance expense 16,849 82,056 963,629 244,346 Real estate operations, net (27,229) 3,144 (16,238) (15,191) Other expenses 270,393 195,300 696,876 560,457 --------- ------- --------- --------- Total other expenses 660,370 927,558 3,412,255 2,716,282 --------- ------- --------- --------- Income before income taxes 1,121,278 824,846 1,927,790 2,542,090 Income tax expense 217,912 216,346 233,717 690,128 --------- ------- --------- --------- Net income $903,366 $608,500 $1,694,073 $1,851,962 ========= ======= ========= ========= Per Share Net income $0.48 $0.29 $0.89 $0.89 Dividends $0.20 $0.18 $0.60 $0.54 -4- MARION CAPITAL HOLDINGS, INC. AND WHOLLY-OWNED SUBSIDIARY FIRST FEDERAL SAVINGS BANK OF MARION CONSOLIDATED CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY Common Stock Unearned Total ----------------------------- Retained Unrealized gain Compensation Shareholders' Shares Amount Earnings on Securities RRP Equity --------- ----------- ----------- -------- --------- ----------- Balances, July 1, 1996 1,933,613 $13,814,937 $28,128,458 ($119) ($432,202) $41,511,074 Stock repurchases (112,680) (2,309,480) (2,309,480) Exercise of stock options 7,309 73,090 73,090 Amortization of unearned compensation 229,825 229,825 Net change in unrealized (loss) on securities available for sale (24,361) (24,361) Net income for the nine months ended March 31, 1997 1,694,073 1,694,073 Tax benefit on compensation plans 133,487 133,487 Cash dividends (1,105,965) (1,105,965) --------- ----------- ----------- -------- --------- ----------- Balances, March 31, 1997 1,828,242 $11,712,034 $28,716,566 ($24,480) ($202,377) $40,201,743 ========= =========== =========== ======== ========= =========== -5- MARION CAPITAL HOLDINGS, INC. AND WHOLLY-OWNED SUBSIDIARY FIRST FEDERAL SAVINGS BANK OF MARION CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS Nine Months Ended March 31, --------------------------- 1997 1996 CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 1,694,073 $ 1,851,962 Adjustments to reconcile net income to net cash provided by operating activities: Provision for loan losses 47,199 24,243 Provision for real estate owned losses (28,668) (19,136) Equity in loss of limited partnerships 180,000 149,482 Amortization of net loan origination fees (204,957) (168,474) Net amortization of investment securities' premiums and discounts 14,388 15,593 Net amortization of mortgage- backed securities and CMO premiums 750 5,978 Amortization of unearned compensation 229,825 268,820 Depreciation 61,104 58,035 Deferred income tax (270,309) (142,667) Origination of loans for sale (3,696,650) (5,350,786) Proceeds from sale of loans 3,696,650 5,350,786 Change in: Interest receivable (98) (40,895) Interest payable and other liabilities 1,119,137 1,034,528 Cash value of insurance (540,337) (85,000) Prepaid expense and other assets (113,332) 105,520 ----------- ----------- Net cash provided by operating activities 2,188,775 3,057,989 ----------- ----------- INVESTING ACTIVITIES Purchase of investment securities available for sale (3,002,125) (1,984,528) Proceeds from maturity of investment securities available for sale 1,000,000 2,984,528 Purchase of investment securities held to maturity (3,000,000) 0 Proceeds from maturity of investment securities held to maturity 9,937,161 6,000,000 Contribution to limited partnership (130,000) (290,000) Payments on mortgage-backed securities 1,044,926 689,091 Net changes in loans (3,568,512) (3,182,282) Proceeds from real estate owned sales 30,722 36,850 Purchases of premises and equipment (127,785) 20,655 Premiums paid on life insurance (860,000) 0 Death benefits received on life insurance 1,052,842 0 ----------- ----------- Net cash used by investing activities 2,377,229 4,274,314 ----------- ----------- -6- CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS (continued) Nine Months Ended March 31, ----------------------------- 1997 1996 FINANCING ACTIVITIES Net change in: Noninterest-bearing deposits, NOW passbook and money market savings accounts (1,092,860) 745,728 Certificates of deposit (4,026,997) 3,770,610 Proceeds from FHLB advances 5,000,000 3,000,000 Repayment of FHLB advances (3,008,084) (3,221,678) Proceeds from securities sold under agreement to repurchase 0 2,771,346 Repayment of securities sold under agreement to repurchase 0 (2,771,346) Net change in advances by borrowers for taxes and insurance (33,025) 122,041 Proceeds from exercise of stock options 73,090 268,820 Stock repurchases (2,309,480) (206,250) Dividends paid (1,105,965) (1,081,050) ------------ ------------ Net cash provided (used) by financing activities (6,503,321) 3,398,221 ------------ ------------ NET CHANGE IN CASH AND CASH EQUIVALENTS (1,937,317) 10,730,524 CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 7,520,323 3,483,184 ------------ ------------ CASH AND CASH EQUIVALENTS, END OF PERIOD $ 5,583,006 $ 14,213,708 ============ ============ ADDITIONAL CASH FLOWS AND SUPPLEMENTARY INFORMATION Interest paid $ 4,253,247 $ 4,365,542 Income tax paid 470,879 729,958 Loan balances transferred to real estate owned 124,309 362,001 Loans to finance the sale of real estate owned 292,000 458,500 -7- MARION CAPITAL HOLDINGS, INC. AND WHOLLY-OWNED SUBSIDIARY FIRST FEDERAL SAVINGS BANK OF MARION NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS NOTE A: Basis of Presentation The unaudited interim consolidated condensed financial statements include the accounts of Marion Capital Holdings, Inc. (the "Company") and its subsidiary First Federal Savings Bank of Marion (the "Bank"). The unaudited interim consolidated condensed financial statements have been prepared in accordance with the instructions to Form 10-Q and, therefore, do not include all information and disclosures required by generally accepted accounting principles for complete financial statements. In the opinion of management, the financial statements reflect all adjustments, comprising only normal recurring accruals, necessary to present fairly the Company's financial position as of March 31, 1997, results of operations for the three month and nine month periods ended March 31, 1997 and 1996, and cash flows for the nine month periods ended March 31, 1997 and 1996. NOTE B: Dividends and Earnings Per Share On February 17, 1997, the Board of Directors declared a quarterly cash dividend of $.20 per share. This dividend was paid on March 14, 1997 to shareholders of record as of February 28, 1997. The per share amounts were computed based on average common and common equivalent shares outstanding for the three month and nine month periods ended March 31, 1997 of 1,899,191 and 1,903,864, respectively. For the three month and nine month periods ended March 31, 1996 average common and common equivalent shares outstanding amounted to 2,078,977 and 2,074,370, respectively. NOTE C: Accounting For Mortgage Servicing Rights The Company adopted Statement of Accounting Standards ("SFAS") No. 122, Accounting for Mortgage Servicing Rights, on July 1, 1996. Mortgage servicing rights on originated loans are capitalized by allocating the total cost of the mortgage loans between the mortgage servicing rights and the loans based on their relative fair values. Capitalized servicing rights are amortized in proportion to and over the period of estimated servicing revenues. The adoption of SFAS No. 122 did not have a material effect on the Company's financial statements. -8- Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operations. General: The Company's total assets were $174.4 million at March 31, 1997 compared to $177.8 million at June 30, 1996. Cash and cash equivalents decreased $1.9 million or 25.8%, and investment securities decreased $6.0 million or 43.0% from June 30, 1996 to March 31, 1997. Loans receivable were $147.4 million at March 31, 1997, an increase of $4.2 million, or 3.0%, from June 30, 1996. This increase is due, in part, to an origination of a $2.5 million long-term loan to another savings and loan holding company. Real estate owned decreased to $0 at March 31, 1997, compared to $183,000 at June 30, 1996. Deposits decreased to $121.1 million at March 31, 1997 compared to $126.3 million at June 30, 1996, a 4.1% decrease. This $5.1 million decrease represented a $1.1 million decrease in passbook and transaction accounts and an approximate $4 million decrease in certificate of deposit accounts. This decrease in total deposits results primarily from an outflow of existing accounts to different market alternatives. Other liabilities increased from $3.4 million at June 30, 1996 to $4.5 million at March 31, 1997 as a result of normal operational increases. The increase consists primarily in an increase of $797,000 in accrued interest payable on deposits since a majority of the certificates of deposit compound semi-annually at June 30 and December 31. Shareholders' equity was $40.2 million at March 31, 1997, compared to $41.5 million at June 30, 1996. This decrease was the result of repurchasing common stock on the open market during the nine months ended March 31, 1997. During this period 112,680 shares were repurchased at a total cost of $2.3 million, or an average cost of $20.50 per share. As of March 31, 1997, the Company was in the process of repurchasing an additional 5% of its outstanding shares. The current repurchase program was announced in February 1997 totaling 92,207 shares of which 16,000 had been repurchased by March 31, 1997, leaving an additional 76,207 to be repurchased under the current program. Net income for the nine months ended March 31, 1997 of $1,694,073 represents a 8.5% decrease in income reported for the same period in the prior year. This decrease in earnings is attributable directly to the signing of the omnibus appropriations bill on September 30, 1996, which imposed a FDIC special assessment for all institutions with SAIF-insured deposits. This assessment amounted to $776,717 and is included in deposit insurance expense for the nine months ended March 31, 1997. The assessment was payable November 27, 1996. The after-tax effect on net income was $469,059 for the nine months ended March 31, 1997. SAIF-insured institutions have experienced a reduction of FDIC premiums beginning January 1, 1997, which have had a positive effect on earnings since that time. For the nine months ended March 31, 1997, the Bank made a provision of $47,199 for general loan losses compared to $24,243 in loss provisions for the same period in the prior year. -9- Management continues to review its current portfolio to ensure that total loss reserves remain adequate. In April 1997, the Company announced that it would open its second Grant County office in the new Wal-Mart SuperCenter currently under construction in Marion, Indiana. The other branch office is located in Decatur, Indiana. This second Marion, Indiana location will be a full-service branch and the area's first seven-day-a-week banking facility. The high volume shopping traffic and repeat weekly visits of customers, makes this an attractive location to provide financial services. The branch, scheduled to open in October 1997, will operate approximately 57 hours per week with an expected staff of 6-7 individuals. The Company believes that the long-term prospects for growth from this new branch location are excellent. Results of Operations Comparison of Three Months Ended March 31, 1997 and March 31, 1996. Net income for the three months ended March 31, 1997 was $903,366 compared with $608,500 for the three months ended March 31, 1996, an increase of $294,866 or 48.5%. During the quarter ended March 31, 1997, proceeds from key man insurance resulted in additional income of $283,000. Interest income for the three months ended March 31, 1997 increased $12,418 or 0.4% compared to the same period in the prior year, while interest expense for the three months ended March 31, 1997 decreased $56,225 or 3.3% compared to the same period in the prior year. As a result, net interest income for the three months ended March 31, 1997 amounted to $1,797,674 an increase of $68,643 or 4.0% compared to the same period in the prior year. A provision of $37,250 for losses on loans was made for the three months ended March 31, 1997. No provision was made in the same period last year. Total other income decreased by $2,149 for the three months ended March 31, 1997, compared to the same period in the prior year. This decrease was attributed to the increased loss from investments in a limited partnership. Total other expenses decreased by $267,188, or 28.8% for the three months ended March 31, 1997, compared to the same period in the prior year. Salaries and employee benefits decreased $259,875, or 44.1 %, as the result of the key man life insurance proceeds of $283,000 being applied as a credit to employee benefits expense. Real estate operation expense decreased by $30,373 for the three months ended March 31, 1997, compared to the same period in the prior year. Deposit insurance expense decreased by $65,207 as a result of the lower FDIC premium effective January 1, 1997. Other expense increases were normal operational increases. Income tax expense for the three months ended March 31, 1997 amounted to $217,912, an increase of $1,566 over the three months ended March 31, 1996, as the result of increased income. The Company's effective tax rate for the three months ended March 31, 1997 was 19.4% compared to -10- 26.2% for the comparable period in 1996. The lower effective rate for 1997 is directly attributable to receiving the tax-free key man insurance proceeds. Results of Operations Comparison of Nine Months Ended March 31, 1997 and March 31, 1996. Net income for the nine months ended March 31, 1997 was $1,694,073 compared with $1,851,962 for the nine months ended March 31, 1996, a decrease of $157,889 or 8.5%. This decrease is the direct result of the FDIC special assessment previously described. Interest income for the nine months ended March 31, 1997 decreased $6,786 or .1% compared to the same period in the prior year, while interest expense for the nine months ended March 31, 1997 decreased $91,411 or 1.8% compared to the same period in the prior year. These decreases reflect the repricing of assets and liabilities to lower rates and a decrease in deposit balances outstanding. As a result, net interest income for the nine months ended March 31, 1997 amounted to $5,261,936, an increase of $84,625 or 1.6% compared to the same period in the prior year. A $47,199 provision for loss on loans for the nine months ended March 31, 1997 was made compared to a $24,243 provision reported in the same period last year. Total other income increased by $20,004 for the nine months ended March 31, 1997, compared to the same period in the prior year, in part as the result of increased sales of annuity and security products. Annuity and security product sales commissions were up $5,926, or 4.9% for the nine months ended March 31, 1997, compared to the same period in the prior year. Limited partnership losses also increased by $30,518 over the prior year. Total other expenses increased by $695,973 or 25.6% for the nine months ended March 31, 1997, compared to the same period in the prior year. The FDIC special assessment accounts for $776,717 of the increase. Salaries and employee benefits decreased $177,061, or 10.0%, also as a result of crediting the $283,000 key man insurance proceeds against employee benefits. Real estate operation expense decreased by $1,047 for the nine months ended March 31, 1997, compared to the same period in the prior year. Other expense increases were normal operational increases. Income tax expense for the nine months ended March 31, 1997, amounted to $233,717, a decrease of $456,411 from the nine months ended March 31, 1996 as a result of reduced income due to the FDIC special assessment and as a result of the tax-free key man insurance proceeds of $283,000 and other tax-free income. Allowance for loan losses amounted to $2.0 million at March 31, 1997, which was unchanged from June 30, 1996 after adjusting for charge-offs and recoveries. Management considered the allowances for loan and real estate losses at March 31, 1997, to be adequate to cover estimated losses inherent in those portfolios at that date, and its consideration included probable losses that could be reasonably estimated. Such belief is based upon an analysis of loans currently outstanding, real estate owned, past loss experience, current economic conditions and other factors and estimates which are subject -11- to change over time. The following table illustrates the changes affecting the allowance accounts for the nine months ended March 31, 1997. Allowance For Allowance For Total Loan Losses REO Losses Allowances Balances at July 1, 1996............................ $2,009,250 $16,118 $2,025,368 Provision for losses................................ 47,199 (28,669) 18,530 Recoveries.......................................... 0 37,773 37,773 Loans and REO charged off........................... (35,871) (25,222) (61,093) ----------- -------- ----------- Balances at March 31, 1997.......................... $2,020,578 $ 0 $2,020,578 ========== ======== ========== The loan loss reserves to total loans at March 31, 1997 equaled 1.35% of total loans outstanding, compared to 1.38% of total loans outstanding at June 30, 1996. Total non-performing assets decreased during the nine months ended March 31, 1997, from $1.9 million at June 30, 1996 to $1.3 million at March 31, 1997. Non-performing assets at March 31, 1997 consisted entirely of loans delinquent greater than 90 days. Total non-performing loans totaled .88% of total loans outstanding at March 31, 1997 compared to 1.18% of total loans at June 30, 1996. The following table further depicts the amounts and categories of the Bank's non-performing assets. It is the policy of the Bank that all earned but uncollected interest on all loans be reviewed monthly to determine if any portion thereof should be classified as uncollectible for any loan past due in excess of 90 days. -12- March 31, June 30, 1996 1996 (Dollars in Thousands) Accruing loans delinquent more than 90 days.............. $ --- $ --- Non-accruing loans: Residential.................... 1,243 1,659 Multi-family................... --- --- Commercial..................... 45 47 Consumer....................... 31 11 Troubled debt restructurings............ --- --- -------- -------- Total non-performing loans..... 1,319 1,717 Real estate owned, net.................. 0 183 -------- ------ Total non-performing assets.... $1,319 $1,900 ====== ====== Non-performing loans to total loans, net............... .88% 1.18% Non-performing assets to total assets................... .76% 1.07% Average Balances and Interest The following table presents for the periods indicated the monthly average balances of the Company's interest-earning assets and interest-bearing liabilities, the interest earned or paid on such amounts, and the average yields earned and rates paid. Such yields and costs are determined by dividing income or expense by the average balance of assets or liabilities for the periods presented. Three Months Ended March 31 ------------------------------------------------------------------------------- 1997 1996 --------------------------------------- ----------------------------------- (Dollars in thousands) Average Average Average Average Balance Interest Rate Balance Interest Rate Total interest- earnings assets.............. $163,696 $3,455 8.44% $165,372 $3,443 8.33% Total interest- bearing liabilities.......... 129,952 1,658 5.10% 129,413 1,714 5.30% Net interest income/ Interest rate spread............ 1,797 3.34% 1,729 3.03% ===== ===== -13- Nine Months Ended March 31 ------------------------------------------------------------------------------ 1997 1996 --------------------------------------- --------------------------------- (Dollars in thousands) Average Average Average Average Balance Interest Rate Balance Interest Rate Total interest- earnings assets.............. $164,107 $10,317 8.38% $164,717 $10,324 8.36% Total interest- bearing liabilities.......... 129,931 5,055 5.19% 128,673 5,147 5.33% Net interest income/ Interest rate spread............ 5,262 3.19% 5,177 3.03% Financial Condition Shareholders' equity at March 31, 1997 was $40,201,743, a decrease of $1,309,331 or 3.2% from June 30, 1996. The Company's equity to asset ratio was 23.05% at March 31, 1997 compared to 23.35% at June 30, 1996. All fully phased-in capital requirements are currently met. The following table depicts the amounts and ratios of the Bank's capital as of March 31, 1997, under each of the three regulatory capital requirements (tangible, core, and fully phased-in risk based): Tangible Core Risk-Based Capital Capital Capital (Dollars in thousands) Amount........................................... $34,191 $ 34,191 $35,606 As a percent of assets, as defined............... 20.3% 20.3% 31.6% Required amount.................................. 2,528 5,057 9,009 As a percent of assets, as defined............... 1.5% 3.0% 8.0% Capital in excess of required amount.............................. $ 31,663 $ 29,134 $ 26,597 Liquidity and Capital Resources The standard measure of liquidity for savings associations is the ratio of cash and eligible investments to a certain percentage of net withdrawable savings accounts and borrowings due within one year. The minimum required ratio is currently set by the Office of Thrift Supervision regulation at 5%, of which 1% must be comprised of short-term investments. At March 31, 1997, the Bank's liquidity ratio was 9.4% of which 4.4% was comprised of short-term investments. -14- PART II OTHER INFORMATION Item 1. Legal Proceedings Neither the Company nor the Bank were during the quarter ended March 31, 1997, or are as of the date hereof involved in any legal proceeding of a material nature. From time to time, the Bank is a party to legal proceedings wherein it enforces its security interests in connection with its mortgage loans. Item 6. Exhibits and Reports on Form 8-K a) Exhibits 3(1) The Articles of Incorporation of the Registrant is incorporated by reference to Exhibit 3(1) to the Registration Statement on Form S-1 (Registration No. 33-55052). 3(2) The Code of By-Laws of the Registrant is incorporated by reference to Exhibit 3(2) to Registration Statement on Form S-1 (Registration No. 33-55052). 11 Statement re computation of per share earnings 27 Financial Data Schedule b) The Company filed no reports on Form 8-K during the quarter ended March 31, 1997. -15- Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. MARION CAPITAL HOLDINGS, INC. Date: May 7, 1997 By: /s/ John M. Dalton ----------------------------------- John M. Dalton, President Date: May 7, 1997 By: /s/ Larry G. Phillips ----------------------------------- Larry G. Phillips, Vice President, Secretary and Treasurer -16-