As filed with the Securities and Exchange Commission on September 22, 2000
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-4
Registration Statement Under the Securities Act of 1933
MUTUALFIRST FINANCIAL, INC.
(Exact name of registrant as specified in its charter)
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Maryland 6036 35-208560
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer Identification No.)
incorporation or organization) Classification Code Number)
R. DONN ROBERTS
110 E. Charles Street MutualFirst Financial, Inc.
Muncie, Indiana 47308 110 E. Charles Street
(765) 747-2800 Muncie, Indiana 47308
(765) 747-2800
(Address, including ZIP code, and telephone (Name, address, including ZIP code,
number, including area code, of registrant's and telephone number, including area
principal executive offices) code, of agent for service)
COPIES TO:
MARTIN L. MEYROWITZ, P.C. STEVEN L. BANKS CLAUDIA V. SWHIER, ESQ.
Silver, Freedman & Taff, L.L.P. Marion Capital Holdings, Inc. Barnes & Thornburg
1100 New York Avenue, N.W. 100 West Third Street 11 South Meridian Street
Washington, D.C. 20005 Marion, Indiana 46952 Indianapolis, Indiana 46204
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Approximate date of commencement of proposed sale of the securities to the
public: As soon as practicable after this Registration Statement becomes
effective.
If the securities being registered on this Form are being offered in
connection with formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
---------------
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
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Calculation of Registration Fee
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Proposed maximum Proposed maximum
Title of each class of Amount to offering price aggregate offering Amount of
securities to be registered be registered(1) per share(2) price(2) registration fee
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Common Stock, $.01 par value 2,677,256 shares $12.99 $34,777,731 $9,182
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(1) Based upon the estimated maximum number of shares that may be issued upon
consummation of the merger ("Merger") with Marion Capital Holdings, Inc.
(2) Estimated solely for the purpose of calculating the registration fee.
Pursuant to Rule 457(f)(1) and 457(c), and solely for purposes of
calculating the registration fee, the proposed maximum aggregate offering
price is $34,687,865, which equals (x) the average of the high and low sale
prices of the common stock, of Marion Capital Holdings, Inc., of $24.1875
as reported on the Nasdaq National Market on September 18, 2000, multiplied
by (y) 1,437,839, the total number of shares of Marion Capital Holdings,
Inc. common stock issued and outstanding (including shares issuable
pursuant to the exercise of outstanding options to be canceled in the
Merger). The proposed maximum offering price per share is equal to the
proposed maximum aggregate offering price determined in the manner
described in the preceding sentence divided by the maximum number of shares
of MutualFirst common stock that could be issued in the Merger.
=============================================================================================================================
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[MUTUALFIRST FINANCIAL, INC. LOGO] [MARION CAPITAL HOLDINGS, INC. LOGO]
Merger Proposal --- Your Vote Is Very Important
The Boards of Directors of MUTUALFIRST Financial, Inc. and was $______. These prices will fluctuate between now and
Marion Capital Holdings, Inc. have agreed to merge and are the completion of the merger. MUTUALFIRST common stock is
seeking your approval of this important transaction. listed on the Nasdaq National Market under the symbol
"MFSF." Marion Capital common stock is listed on the
Upon completion of the merger, Marion Capital's shareholders Nasdaq National Market under the symbol "MARN."
will receive 1.862 shares of MUTUALFIRST common stock in
exchange for each share of Marion Capital common stock they The merger cannot be completed unless the shareholders of
own. MUTUALFIRST shareholders will continue to own their each company approve the merger agreement by the
existing shares. affirmative vote of a majority of the total outstanding shares
entitled to vote. Marion Capital and MUTUALFIRST have
On ____ _, 2000, the closing price of MUTUALFIRST common scheduled special meetings to vote on the matters necessary to
stock was $______, making 1.862 shares worth $_____. The complete the merger.
closing price of Marion Capital common stock on that date
We are asking MUTUALFIRST shareholders to: We are asking Marion Capital shareholders to approve the
o approve the merger agreement and the issuance of merger agreement.
MUTUALFIRST common stock;
o ratify adoption of the 2000 Stock Option and Incentive
Plan; and
o ratify adoption of the 2000 Recognition and Retention
Plan.
The special meeting of MUTUALFIRST shareholders will be held: The special meeting of Marion Capital shareholders will be
________, ______ __, 2000 held:
_:__ _.m., local time
____________________________________ ________, ______ __, 2000
Muncie, Indiana _:__ _.m., local time
____________________________________
Marion, Indiana
----------------------------------------------------------------- -----------------------------------------------------------
Whether or not you plan to attend your shareholder meeting, The Boards of Directors of both MUTUALFIRST and Marion
please take the time to vote by signing, dating and mailing Capital have unanimously approved the merger and
your enclosed proxy card. Regardless of the number of recommend you vote "FOR" adoption of the merger
shares you own, your vote is very important. Please act agreement.
today.
We encourage you to read this document carefully.
Thank you for your continued interest and support.
----------------------------------------- --------------------------------------------
R. Donn Roberts Steven L. Banks
President and Chief Executive Officer President and Chief Executive Officer
MUTUALFIRST Financial, Inc. Marion Capital Holdings, Inc.
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Neither the SEC nor any state securities regulator has approved the MUTUALFIRST
common shares to be issued under this document or determined if this document is
accurate or adequate. Any representation to the contrary is a criminal offense.
These securities are not savings or deposit accounts or other obligations of any
bank or nonbank subsidiary of any of the parties, and they are not insured by
the Federal Deposit Insurance Corporation, the Savings Association Insurance
Fund or any other governmental agency.
--------------------------------------------------------------------------------
This document is dated as of ____ _, 2000 and is first being mailed to
shareholders on or about ____ __, 2000.
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MARION CAPITAL HOLDINGS, INC.
100 West Third Street
Marion, Indiana 46952
(317) 664-0556
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To be held on ______ __, 2000
Notice is hereby given that the special meeting of shareholders of Marion
Capital Holdings, Inc. will be held at ____________________________ located at
_______________, Marion, Indiana on ______ __, 2000 at _:__ _.m., local time.
A proxy card and proxy statement for the meeting are enclosed.
The meeting is for the purpose of considering and acting upon the approval of an
Agreement and Plan of Merger dated as of June 7, 2000 by and between MUTUALFIRST
Financial, Inc. and Marion Capital Holdings, Inc., and such other business as
may properly come before the meeting or any adjournment thereof. The board of
directors is not aware of any such other business.
Any action may be taken on the foregoing proposal at the meeting on the date
specified above, or on any date or dates to which the meeting may be adjourned.
Only shareholders of record at the close of business on ____ __, 2000 are
entitled to vote at the meeting or any adjournments or postponements.
YOUR VOTE IS VERY IMPORTANT
To ensure that your shares are voted at the special meeting, please sign, date
and promptly mail the accompanying proxy card in the enclosed envelope. Any
shareholder of record present at this meeting or at any adjournments or
postponements of the meeting may revoke his or her proxy and vote personally on
each matter brought before the meeting. You may revoke your proxy at any time
before it is voted.
Remember, if your shares are held in the name of a broker, only your broker can
vote your shares on the merger agreement and only after receiving your
instructions. Please contact the person responsible for your account and
instruct him or her to execute a proxy card on your behalf. You should also
sign, date and mail your proxy at your earliest convenience.
Please review the document accompanying this notice for more complete
information regarding the matter proposed for your consideration at the special
meeting. Should you have any questions or require assistance, please call Regan
& Associates, which is assisting us, at (800) ___-____.
BY ORDER OF THE BOARD OF DIRECTORS
Steven L. Banks
President and Chief Executive Officer
Marion, Indiana
____ __, 2000
THE BOARD OF DIRECTORS OF MARION CAPITAL UNANIMOUSLY RECOMMENDS THAT YOU VOTE
"FOR" THE APPROVAL OF THE MERGER AGREEMENT. YOUR SUPPORT IS APPRECIATED.
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MUTUALFIRST FINANCIAL, INC.
110 E. Charles Street
Muncie, Indiana 47305
(765) 747-2800
Notice of Special Meeting of Shareholders
to be held on ________ __, 2000
Notice is hereby given that a special meeting of shareholders of MUTUALFIRST
Financial, Inc. will be held at the _____________ located at
___________________, Muncie, Indiana on ______ __, 2000 at _:__ _.m., local
time.
A proxy card and proxy statement for the meeting are enclosed.
The meeting is for the purpose of considering and acting upon:
1. The approval of an Agreement and Plan of Merger dated June 7, 2000 by
and between MUTUALFIRST Financial, Inc. and Marion Capital Holdings,
Inc., and the approval of the issuance of shares of MUTUALFIRST common
stock in the merger;
2. The ratification of the adoption of the 2000 Stock Option and
Incentive Plan;
3. The ratification of the adoption of the 2000 Recognition and Retention
Plan;
and such other business as may properly come before the meeting or any
adjournment or postponement thereof. The board of directors is not aware of any
such other business.
Any action may be taken on the foregoing proposals at the meeting on the date
specified above, or on any date or dates to which the meeting may be adjourned.
Only shareholders of record at the close of business on ____ __, 2000 are
entitled to vote at the meeting or any adjournments or postponements.
YOUR VOTE IS VERY IMPORTANT
To ensure that your shares are voted at the special meeting, please sign, date
and promptly mail the accompanying proxy card in the enclosed envelope. Any
shareholder of record present at this meeting or at any adjournments or
postponements of the meeting may revoke his or her proxy and vote personally on
each matter brought before the meeting. You may revoke your proxy at any time
before it is voted.
Remember, if your shares are held in the name of a broker, only your broker can
vote your shares and only after receiving your instructions. Please contact the
person responsible for your account and instruct him or her to execute a proxy
card on your behalf. You should also sign, date and mail your proxy at your
earliest convenience.
Please review the document accompanying this notice for more complete
information regarding the matters proposed for your consideration at the special
meeting. Should you have any questions or require assistance, please call Regan
& Associates, which is assisting us, at (800) ___-____.
BY ORDER OF THE BOARD OF DIRECTORS
R. Donn Roberts
President and Chief Executive Officer
Muncie, Indiana
_____ _, 2000
THE BOARD OF DIRECTORS OF MUTUALFIRST UNANIMOUSLY RECOMMENDS
THAT YOU VOTE "FOR"
EACH OF THE PROPOSALS. YOUR SUPPORT IS APPRECIATED.
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TABLE OF CONTENTS
Page
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TABLE OF CONTENTS.................................................................................................i
QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE MEETINGS...........................................................1
SUMMARY .........................................................................................................2
The Companies............................................................................................2
The Shareholder Meetings.................................................................................4
Share Ownership of Management and Directors..............................................................5
Comparative Market Value Information.....................................................................6
SELECTED HISTORICAL AND PRO FORMA FINANCIAL DATA..................................................................7
Selected Historical Financial Data of MUTUALFIRST........................................................8
Selected Consolidated Financial Data of Marion Capital...................................................9
Unaudited Historical and Pro Forma Per Share Data.......................................................11
DISCLOSURE REGARDING FORWARD-LOOKING INFORMATION.................................................................12
THE MERGER.......................................................................................................13
Overview of the Merger..................................................................................13
Merger Consideration....................................................................................13
Background of the Merger................................................................................13
MUTUALFIRST's Reasons for the Merger....................................................................14
Marion Capital's Reasons for the Merger.................................................................16
Opinion of MUTUALFIRST's Financial Advisor..............................................................16
Opinion of Marion Capital's Financial Advisor...........................................................22
Accounting and Tax Treatment............................................................................26
Corporate Structure after the Merger....................................................................26
Regulatory Matters......................................................................................27
Obligations of MUTUALFIRST After the Merger.............................................................27
What We Must Do to Complete the Merger..................................................................27
Interests of Directors and Officers in the Merger that are Different from Your Interests................28
Other Provisions of the Merger Agreement................................................................29
Termination Fees........................................................................................30
Exchange of Certificates................................................................................30
Resales of MUTUALFIRST Common Stock by Affiliates of Marion Capital.....................................31
Dissenters' Rights......................................................................................31
MUTUALFIRST Board of Directors After the Merger.........................................................31
COMPARATIVE STOCK PRICES AND DIVIDEND INFORMATION................................................................33
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION.....................................................33
Unaudited Pro Forma Condensed Combined Balance Sheet as of June 30, 2000................................35
Unaudited Pro Forma Condensed Combined Income Statement for the
Twelve Months Ended December 31, 1999..................................................................36
Unaudited Pro Forma Condensed Combined Income Statement for the
Six Months Ended June 30, 2000.........................................................................37
Pro Forma Financial Footnotes...........................................................................38
DESCRIPTION OF MUTUALFIRST CAPITAL STOCK.........................................................................39
General ...............................................................................................39
Common Stock............................................................................................39
Preferred Stock.........................................................................................40
Anti-Takeover Considerations............................................................................40
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COMPARISON OF SHAREHOLDERS' RIGHTS...............................................................................40
THE SHAREHOLDER MEETINGS.........................................................................................42
Times and Places of the Shareholder Meetings; Matters to be Considered at the Shareholder Meetings......42
Voting Rights of Shareholders; Votes Required for Approval..............................................43
Voting of Proxies; Revocability of Proxies; Proxy Solicitation Costs....................................44
ADDITIONAL INFORMATION REGARDING THE MUTUALFIRST SPECIAL MEETING.................................................45
Executive Compensation..................................................................................46
Directors' Compensation.................................................................................46
Supplemental Executive Retirement Program...............................................................47
Executive Deferral Program..............................................................................47
Employment Agreements...................................................................................47
RATIFICATION OF THE ADOPTION OF THE 2000 STOCK OPTION AND INCENTIVE PLAN.........................................48
Purpose ...............................................................................................48
Administration of the Stock Option Plan.................................................................48
Number of Shares That May Be Awarded....................................................................49
Reload Feature..........................................................................................49
Eligibility to Receive Awards...........................................................................49
Exercise Price of Awards................................................................................49
Exercisability of Awards and Other Terms and Conditions.................................................50
Transferability of Awards...............................................................................50
Effect of Merger on Option or Right.....................................................................50
Amendment and Termination...............................................................................51
Federal Income Tax Consequences.........................................................................51
Awards Under the Stock Option Plan......................................................................52
Vote Required for Approval..............................................................................53
RATIFICATION OF THE ADOPTION OF THE 2000 RECOGNITION AND RETENTION PLAN..........................................53
Purpose ...............................................................................................53
Administration of the Recognition and Retention Plan....................................................53
Number of Shares That May Be Awarded....................................................................53
Eligibility to Receive Awards...........................................................................54
Transferability of Awards...............................................................................54
Terms and Conditions of Awards under the Recognition and Retention Plan.................................54
Amendment of the Recognition and Retention Plan.........................................................55
Federal Income Tax Consequences.........................................................................55
Awards Under the Recognition and Retention Plan.........................................................55
Vote Required for Approval..............................................................................56
BENEFICIAL OWNERSHIP OF MARION CAPITAL COMMON STOCK..............................................................56
Executive Compensation..................................................................................57
Stock Options...........................................................................................58
Officer SERPs...........................................................................................58
Employment Contracts....................................................................................59
Compensation of Directors...............................................................................60
Certain Relationships and Related Transactions..........................................................62
MUTUALFIRST MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS........................................................62
Introduction............................................................................................62
Management Strategy.....................................................................................63
Asset and Liability Management and Market Risk..........................................................63
Financial Condition at June 30, 2000 Compared to December 31, 1999......................................66
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Financial Condition at December 31, 1999 Compared to December 31, 1998..................................66
Financial Condition at December 31, 1998 Compared to December 31, 1997..................................67
Average Balances, Net Interest Income, Yields Earned and Rates Paid.....................................68
Rate/Volume Analysis....................................................................................69
Comparison of Results of Operations for the Six Months Ended June 30, 2000 and 1999.....................70
Comparison of Results of Operations for the Years Ended December 31, 1999 and 1998......................70
Comparison of Results of Operations for the Years Ended December 31, 1998 and 1997......................71
Liquidity and Commitments...............................................................................72
Capital ...............................................................................................73
Impact of Accounting Pronouncements.....................................................................73
Impact of Inflation.....................................................................................73
Selected Quarterly Financial Information................................................................74
BUSINESS OF MUTUALFIRST..........................................................................................75
General ...............................................................................................75
Market Areas............................................................................................75
Lending Activities......................................................................................75
Loan Originations, Purchases, Sales and Repayments......................................................82
Asset Quality...........................................................................................84
Investment Activities...................................................................................90
Sources of Funds........................................................................................93
Subsidiary and Other Activities.........................................................................97
Competition.............................................................................................98
Employees...............................................................................................98
How We Are Regulated....................................................................................98
Federal Taxation.......................................................................................104
Property ..............................................................................................105
Legal Proceedings......................................................................................105
MARION CAPITAL MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.......................................................105
Average Balances and Interest..........................................................................106
Interest Rate Spread...................................................................................107
Changes in Financial Position and Results of Operations for Year Ended June 30, 2000,
Compared to June 30, 1999.............................................................................108
Changes in Financial Position and Results of Operations for Year Ended June 30, 1999,
Compared to June 30, 1998.............................................................................110
Liquidity and Capital Resources........................................................................111
Impact of Inflation....................................................................................113
New Accounting Pronouncements..........................................................................114
Asset/Liability Management.............................................................................114
BUSINESS OF MARION CAPITAL......................................................................................117
Lending Activities.....................................................................................118
Non-Performing and Problem Assets......................................................................125
Allowance for Loan Losses..............................................................................128
Investments............................................................................................130
Sources of Funds.......................................................................................133
Selected Ratios........................................................................................138
Service Corporation Subsidiary.........................................................................138
Employees..............................................................................................139
Competition............................................................................................139
Regulation.............................................................................................139
Taxation ..............................................................................................147
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LEGAL MATTERS...................................................................................................148
EXPERTS .......................................................................................................148
FUTURE SHAREHOLDER PROPOSALS....................................................................................148
WHERE YOU CAN FIND MORE INFORMATION.............................................................................149
FINANCIAL STATEMENTS OF MUTUALFIRST FINANCIAL, INC..............................................................F-1
FINANCIAL STATEMENTS OF MARION CAPITAL HOLDINGS, INC............................................................F-32
APPENDICES
A Agreement and Plan of Merger between MUTUALFIRST and Marion Capital
B Opinion of RP Financial, LC.
C Opinion of David A. Noyes & Company, Inc.
D 2000 Stock Option and Incentive Plan
E 2000 Recognition and Retention Plan
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QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE MEETINGS
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Q: What will happen to outstanding shares of shareholders will keep their current stock
Marion Capital and MUTUALFIRST common certificates.
stock?
Q: How do I vote?
A: Upon completion of the merger, each outstanding
share of Marion Capital common stock will be A: Just mail your signed proxy card in the enclosed
converted into 1.862 shares of MUTUALFIRST return envelope as soon as possible so that your
common stock, with fractional shares paid in cash. shares may be represented at your shareholders'
Outstanding shares of MUTUALFIRST common stock meeting. In order to assure that your vote is
will remain outstanding with no change. After the counted, please send us your proxy as instructed on
merger, shares of MUTUALFIRST common stock will your proxy card even if you currently plan to attend
represent the combined assets and business of the meeting in person. If you sign and send in your
MUTUALFIRST and Marion Capital. proxy card and do not indicate how you want to
vote, we will count your proxy card as a vote in
Q: Is the merger taxable? favor of each proposal submitted at your
shareholders' meeting.
A: MUTUALFIRST and Marion Capital each expect the
merger to be tax-free. Neither MUTUALFIRST, Q: Can I change my vote?
Marion Capital nor the Marion Capital
shareholders should recognize any gain or loss for A: Yes. You can change your vote at any time prior
U.S. federal income tax purposes in the merger, to the shareholders' meeting by submitting a later-
except with respect to any cash that Marion Capital dated signed proxy card or by attending the
shareholders will receive instead of fractional meeting and voting in person.
shares. In addition, no gain or loss should be
recognized by MUTUALFIRST shareholders with Q: If my shares are held in "street name" by a
respect to their MUTUALFIRST common stock as a broker, will the broker vote the shares for me
result of the merger. on the merger?
We describe the material federal income tax A: No. You must instruct your broker to vote your
consequences of the transaction in more detail on shares on the merger, following the directions
page __. The tax consequences to you will depend provided to you by your broker. Your failure to
on the facts of your own situation. Please consult instruct your broker to vote on the merger will be
your tax advisor for a full understanding of the tax the equivalent of voting against the merger.
consequences that the merger will have on you.
Q: Who do I call if I have questions about the
Q: Am I entitled to appraisal rights? meetings or the merger?
A: No. MUTUALFIRST and Marion Capital shareholders A: MUTUALFIRST and Marion Capital shareholders may
are not entitled to appraisal rights in connection call Regan & Associates, our proxy solicitors, at
with the merger. (800) ___-____ with any questions regarding the
merger or the shareholders' meetings.
Q: When do you expect the merger to be
completed?
A: We expect to complete the merger in the fourth
quarter of 2000. However, because the merger is
subject to governmental approvals, we cannot
predict the exact timing.
Q: Should I send in my stock certificates now?
A: No. After we complete the merger, MUTUALFIRST
will send instructions to Marion Capital
shareholders whose shares are converted in the
merger. These instructions will explain how to
exchange your Marion Capital stock certificates for
MUTUALFIRST stock certificates. MUTUALFIRST
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SUMMARY
THIS SECTION HIGHLIGHTS SELECTED INFORMATION IN THIS DOCUMENT AND MAY NOT
CONTAIN ALL OF THE INFORMATION IMPORTANT TO YOU. TO UNDERSTAND THE MERGER MORE
FULLY AND FOR A MORE COMPLETE DESCRIPTION OF THE LEGAL TERMS OF THE MERGER, YOU
SHOULD READ THIS ENTIRE DOCUMENT CAREFULLY, INCLUDING THE APPENDICES AND THE
DOCUMENTS WE REFER TO IN THIS DOCUMENT.
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THE COMPANIES common stock on the last trading day before we
complete the merger.
MUTUALFIRST Financial, Inc.
110 E. Charles Street For example, if you currently own 100 shares of
Muncie, Indiana 47305 Marion Capital common stock, after the merger you
Telephone: (765) 747-2800 will receive 186 shares of MUTUALFIRST common stock
and a check for an amount equal to .2 multiplied by the
Headquartered in Muncie, Indiana, MUTUALFIRST closing price of one share of MUTUALFIRST common
Financial, Inc. is the publicly traded parent company of stock on the last trading day before we complete the
Mutual Federal Savings Bank. Mutual Federal Savings merger. The value of the stock that you will receive
Bank currently operates through its main office and 12 will fluctuate as the price of MUTUALFIRST common stock
branch offices located throughout Delaware, Randolph changes.
and Kosciusko Counties, Indiana. As of June 30, 2000,
MUTUALFIRST had total consolidated assets of $566.0 On ____ _, 2000, the latest available date prior to the
million, deposits of $392.8 million and shareholders' mailing of this document, the closing share price of
equity of $99.0 million. MUTUALFIRST common stock as reported on the Nasdaq
National Market was $______. Applying the 1.862
Marion Capital Holdings, Inc. exchange ratio to the MUTUALFIRST closing price on that
100 West Third Street date, each holder of Marion Capital common stock
Marion, Indiana 46952 would be entitled to receive MUTUALFIRST common stock
Telephone: (317) 664-0556 with a market value of approximately $_____ for each
share of Marion Capital common stock. The value of
Marion Capital Holdings, Inc. is the holding company MUTUALFIRST and Marion Capital common stock,
for First Federal Savings Bank of Marion located in however, is likely to change between now and the
Marion, Indiana. First Federal currently operates completion of the merger. You should obtain current
through three full service offices; two in Marion and price quotes or MUTUALFIRST and Marion Capital
one in Gas City, Indiana. As of June 30, 2000, Marion common stock. See "Selected Historical and Pro Forma
Capital Holdings, Inc. had total consolidated assets of Financial Data" on page __.
$198.9 million, deposits of $130.7 million and
shareholders' equity of $31.8 million. OWNERSHIP OF MUTUALFIRST AND MUTUAL FEDERAL
SAVINGS BANK AFTER THE MERGER
THE MERGER AND THE MERGER AGREEMENT
(page __) MUTUALFIRST will issue approximately 2.5 million shares
of MUTUALFIRST common stock to Marion Capital
WE HAVE ATTACHED THE AGREEMENT AND PLAN OF MERGER shareholders in the merger. The shares of MUTUALFIRST
TO THIS DOCUMENT AS APPENDIX A. PLEASE READ THE MERGER common stock to be issued to Marion Capital
AGREEMENT CAREFULLY. IT IS THE LEGAL DOCUMENT THAT shareholders in the merger will represent approximately
GOVERNS THE MERGER. 30% of the outstanding MUTUALFIRST common stock
after the merger. This information does not take into
WHAT MARION CAPITAL SHAREHOLDERS WILL RECEIVE account outstanding Marion Capital or MUTUALFIRST
(page __) stock options.
As a result of the merger, Marion Capital shareholders BOARD OF DIRECTORS OF MUTUALFIRST AFTER THE MERGER
will receive, for each share of Marion Capital common
stock, 1.862 shares of MUTUALFIRST common stock. Following the merger, MUTUALFIRST's board of directors
MUTUALFIRST will not issue any fractional shares. will be expanded to 11 members and MUTUALFIRST will cause
Marion Capital shareholders will receive a check for four current Marion Capital directors to be
any fractional share in an amount equal to the share elected to the boards of MUTUALFIRST and Mutual
fraction multiplied by the closing price of MUTUALFIRST Federal Savings Bank.
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INTERESTS OF MARION CAPITAL'S OFFICERS AND DIRECTORS o widen the combined company's product range
IN THE MERGER (page __) through a broadened customer base with
similar demographics;
You should be aware that a number of Marion Capital
directors and executive officers may have interests in the o enable shareholders of both companies to
merger that are different from, or in addition to, their participate in the future growth of the
interests as shareholders. These interests exist because of combined businesses of MUTUALFIRST and
the rights that these directors and executive officers have Marion Capital; and
under the terms of their benefit and compensation plans and
also, in the case of the executive officers, under the terms o provide customers of both companies with a
of various agreements. These agreements provide some broader offering of products and services.
executive officers with severance benefits if MUTUALFIRST
terminates their employment or changes their employment MUTUALFIRST's board of directors believes the merger is
responsibilities under specified circumstances following the in its shareholders' best interests and unanimously
merger. These interests also arise from provisions of the recommends that MUTUALFIRST's shareholders vote
merger agreement relating to appointments to the MUTUALFIRST "FOR" the proposal to approve the merger agreement
and the Mutual Federal boards, employment arrangements and and the issuance of shares of MUTUALFIRST common
employee benefits after the merger, and indemnification and stock in the merger.
insurance after the merger.
Marion Capital's board of directors believes the merger
The members of MUTUALFIRST's and Marion Capital's boards of is in its shareholders' best interests and unanimously
directors knew about and considered these additional interests recommends that Marion Capital's shareholders vote
when they approved the merger agreement. "FOR" the proposal to approve the merger agreement.
OUR REASONS AND RECOMMENDATIONS FOR THE MERGER You should note, however, that achieving these
(pages __ and __) objectives is subject to particular risks and
uncertainties, including possible difficulties in
MUTUALFIRST and Marion Capital believe that the merger will: combining the operations of the two companies, in
achieving anticipated cost savings and other financial
o be immediately accretive to earnings per share, and operating benefits from the merger and in the
estimated to be 2.5% accretive to introduction and acceptance of new products and
MUTUALFIRST's earnings per share and 24.7% services into Marion Capital's market place. See
accretive to Marion Capital's earnings per "Disclosure Regarding Forward-Looking Information."
share, and significantly enhance the combined To review our reasons for the merger in greater detail,
company's future earnings per share growth as well as how we came to agree on the merger, please
rate; the accretion to earnings per share see pages __ through __.
incorporates estimated cost savings anticipated
from synergies as noted below and as set forth OPINIONS OF FINANCIAL ADVISORS (pages __ through
under "The Merger-Mutual First's Reasons --)
for the Merger;"
MUTUALFIRST. Among other factors considered in
o create a strong franchise with an expanded deciding to approve the merger, the MUTUALFIRST board
core market area; of directors received the opinion of its financial
advisor, RP Financial, LC., to the effect that, as of the
o create opportunities for significant operational date of the opinion, the exchange ratio was fair to the
benefits and financial cost savings and holders of MUTUALFIRST common stock from a financial
revenue enhancements through the integration point of view. We have attached a copy of the opinion
of MUTUALFIRST's and Marion Capital's operations; to this document as Appendix B. You should read this
opinion completely to understand the assumptions
o strengthen the combined company's made, matters considered and limitations of the review
competitive and capital position in the undertaken by RP Financial, LC. in providing its
financial services industry, which is rapidly opinion.
changing and growing more competitive;
Marion Capital. Among other factors considered in
deciding to approve the merger, the Marion Capital
board of directors received the opinion of its financial
advisor, David A. Noyes & Company, Inc. that, as of
the date of the opinion, the exchange ratio was fair to
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
the holders of Marion Capital common stock from a TERMINATION OF THE MERGER AGREEMENT (page __)
financial point of view. We have attached a copy of the
opinion to this document as Appendix C. You should We can mutually agree at any time to terminate the merger
read this opinion completely to understand the agreement prior to completing the merger. In addition,
assumptions made, matters considered and limitations either of us may terminate the merger agreement if:
of the review undertaken by David A. Noyes &
Company, Inc. in providing its opinion. o the other party violates a material provision of
the merger agreement and does not cure the
MATERIAL FEDERAL INCOME TAX CONSEQUENCES OF THE violation within 30 days;
MERGER (page __)
o any required approval of shareholders
We have structured the merger so that MUTUALFIRST, or regulatory authorities is not
Marion Capital and the holders of Marion Capital received; or
common stock should not recognize any income, gain
or loss for federal income tax purposes as a result of the o the merger has not been completed by
merger, except for any gain or loss related to cash February 28, 2001.
received by Marion Capital shareholders for fractional
shares. THE SHAREHOLDER MEETINGS
TAX MATTERS ARE VERY COMPLICATED AND THE TAX CONSEQUENCES MARION CAPITAL SHAREHOLDERS
THAT THE MERGER WILL HAVE ON YOU WILL DEPEND ON THE FACTS
OF YOUR OWN SITUATION. YOU SHOULD CONSULT YOUR TAX ADVISORS The Marion Capital special meeting has been called for
FOR A COMPLETE DESCRIPTION OF THE TAX CONSEQUENCES OF THE ______ __, 2000, at _:__ _.m. local time, at the
MERGER TO YOU. ________________________________ located at
Marion, Indiana. At this meeting, Marion Capital
SHAREHOLDERS DO NOT HAVE APPRAISAL RIGHTS shareholders will be asked to approve the merger
agreement.
Neither company's shareholders have a right to an appraisal
of the value of their shares in connection with Record Date. You can vote at the Marion Capital special
the merger. meeting if you owned Marion Capital common stock at the
close of business on ____ __, 2000. You can cast one
WHAT WE MUST DO TO COMPLETE THE MERGER (page vote for each share of Marion Capital common stock you
--) owned at that time.
The completion of the merger depends on a number of Vote Required. Approval of the merger agreement will
conditions being met. In addition to compliance with require the affirmative vote of a majority of the
the merger agreement, these conditions include: outstanding Marion Capital common stock entitled to
vote.
o approval of the merger agreement by
MUTUALFIRST and Marion Capital shareholders; Proxies. You can vote your shares at the Marion
Capital special meeting by marking the enclosed proxy
o approval of the merger by federal regulatory card with your vote, signing it and mailing it in the
authorities; and enclosed return envelope. You can revoke your proxy
at any time before it is voted either by sending to
o the absence of any injunction or legal restraint Marion Capital a revocation notice or a new proxy
blocking the merger or government proceeding or by attending the Marion Capital special meeting and
preventing the completion of the merger. voting in person. Simply attending the Marion Capital
special meeting will not revoke your proxy.
MUTUALFIRST or Marion Capital could decide to
complete the merger even though one or more of the MUTUALFIRST SHAREHOLDERS
conditions in the merger agreement has not been met.
We cannot be certain when, or if, the conditions to the The MUTUALFIRST special meeting has been called for ______
merger will be satisfied Or waived, or that the merger __, 2000 at _:__ _.m., local time, at the
will be completed. ______________________, ____________, Muncie, Indiana. At
this special meeting, MUTUALFIRST shareholders will be
asked to:
1. approve the merger agreement and the issuance of
MUTUALFIRST common stock.
</TABLE>
4
<PAGE>
2. Ratify the adoption of the 2000 Stock Option and
Incentive Plan.
3. Ratify the adoption of the 2000 Recognition and
Retention Plan.
Record Date. You can vote at the MUTUALFIRST special
meeting if you owned MUTUALFIRST common stock at the
close of business on ______ __, 2000. You can cast
one vote for each share of MUTUALFIRST common stock
you owned at that time.
Vote Required. Approval of the merger agreement will require
the affirmative vote of a majority of the outstanding
MUTUALFIRST common stock entitled to vote. Ratification of
the adoption of the 2000 Stock Option and Incentive Plan and
the 2000 Recognition and Retention Plan will require the
affirmative vote of a majority of the shares of MUTUALFIRST
common stock present and voting on these matters.
Proxies. You can vote your shares at the MUTUALFIRST special
meeting by marking the enclosed proxy card with your vote,
signing it and mailing it in the enclosed return envelope.
You can revoke your proxy at any time before it is voted
either by sending to MUTUALFIRST a revocation notice, a new
proxy or by attending the MUTUALFIRST special meeting and
voting in person. Simply attending the MUTUALFIRST special
meeting will not revoke your proxy.
SHARE OWNERSHIP OF MANAGEMENT AND
DIRECTORS
On ____ __, 2000, the record date for the Marion Capital
special meeting, directors and executive officers of Marion
Capital and their affiliates beneficially owned and were
entitled to vote _______ shares of Marion Capital common
stock, or ____% of the Marion Capital shares outstanding on
that date. Marion Capital believes its directors and
executive officers intend to vote in favor of the proposal
to approve the merger agreement.
On ______ __, 2000, the record date for the MUTUALFIRST
special meeting, directors and executive officers of
MUTUALFIRST and their affiliates beneficially owned and were
entitled to vote _______ shares of MUTUALFIRST common stock,
or ___% of the MUTUALFIRST shares outstanding on that date.
MUTUALFIRST believes its directors and executive officers
intend to vote in favor of the proposal to approve the
merger agreement and the issuance of MUTUALFIRST common
stock, and in favor of the proposals to ratify the adoption
of the 2000 Stock Option and Incentive Plan and the 2000
Recognition and Retention Plan.
5
<PAGE>
COMPARATIVE MARKET VALUE INFORMATION
The following table sets forth the last reported sale prices per share of
MUTUALFIRST common stock and Marion Capital common stock and the equivalent per
share price for Marion Capital common stock giving effect to the merger on (1)
June 7, 2000, the last trading day before public announcement of the signing of
the merger agreement; and (2) ______ __, 2000, the latest available date prior
to the mailing of this document. The equivalent price per Marion Capital share
at each specified date in the following table represents the closing market
price of a share of MUTUALFIRST common stock on that date multiplied by the
exchange ratio of 1.862.
<TABLE>
<CAPTION>
MUTUALFIRST Marion Capital Equivalent Price per
Common Stock Common Stock Marion Capital Share
------------ -------------- --------------------
<S> <C> <C> <C>
June 7, 2000............................ $10.828 $16.75 $20.16
____ _, 2000............................ $ $ $
</TABLE>
As of the ____ __, 2000 and ____ __, 2000 record dates for voting at the
MUTUALFIRST and Marion Capital special meetings, respectively, __________
outstanding shares of MUTUALFIRST common stock were held by approximately _____
record owners and _________ outstanding shares of Marion Capital common stock
were held by approximately _____ record owners.
Marion Capital shareholders should obtain current market quotations for
MUTUALFIRST common stock. The market price of MUTUALFIRST common stock may
fluctuate between the date of this document and completion of the merger. We
cannot give you any assurance about the market price of MUTUALFIRST common stock
before or after the merger.
6
<PAGE>
SELECTED HISTORICAL AND PRO FORMA FINANCIAL DATA
The following tables set forth historical consolidated financial data for
MUTUALFIRST and Marion Capital. Since MUTUALFIRST began operating as a savings
and loan holding company on December 29, 1999, historical information for
periods prior to that date is derived from the financial statements of Mutual
Federal.
We are providing the following information to aid you in your analysis of the
financial aspects of the merger. The tables show financial results actually
achieved by each of MUTUALFIRST and Marion Capital (the "historical" figures).
MUTUALFIRST's annual historical figures are derived from financial statements
audited by Olive LLP, independent auditors of MUTUALFIRST. Marion Capital's
annual historical figures are derived from financial statements audited by Olive
LLP. The annual historical information presented below should be read together
with the consolidated audited financial statements and related notes of
MUTUALFIRST and of Marion Capital attached to this document. Information at June
30, 2000 and for the six months ended June 30, 2000 and 1999 is unaudited but,
in the opinion of management, includes all adjustments, comprising only normal
recurring accruals, necessary for a fair presentation of the financial position
and results of operations as of and for these dates. The results of operations
for the six months ended June 30, 2000 are not necessarily indicative of the
results of operations for the entire year. To find this information, see "Where
You Can Find More Information" (page ___).
The combined company expects to achieve benefits from the merger including
operating cost savings and revenue enhancements. The pro forma earnings set
forth in this section do not reflect any potential cost savings or revenue
enhancements which are expected to result from the combination of operations of
MUTUALFIRST and Marion Capital and, accordingly, may not be indicative of the
results of future operations. No assurances can be given with respect to the
ultimate level of cost savings or revenue enhancements to be realized. For that
reason, the pro forma combined information, while helpful in illustrating the
financial attributes of the combined company under one set of assumptions, does
not attempt to predict or suggest future results.
7
<PAGE>
<TABLE>
<CAPTION>
SELECTED HISTORICAL FINANCIAL DATA OF MUTUALFIRST
At June 30, At December 31,
--------------------------------------------------------------------------
2000 1999 1998 1997 1996 1995
------------- ---------- ---------- ---------- ---------- ----------
(In thousands)
<S> <C> <C> <C> <C> <C> <C>
Selected Consolidated Financial Data:
Total assets $565,973 $544,523 $469,515 $458,695 $434,389 $402,708
Cash and cash equivalents 17,588 19,983 12,938 10,349 12,541 10,465
Loans, net 464,647 442,787 398,146 399,290 378,290 345,738
Investment securities:
Available for sale 31,819 29,599 14,208 12,370 11,765 12,509
Held to maturity 11,684 12,449 11,004 10,167 8,997 13,470
Deposits 392,777 364,604 365,999 344,860 330,235 312,218
Borrowings 66,474 74,898 52,462 66,255 61,109 50,783
Shareholders' equity 99,022 96,712 43,846 39,660 35,479 32,864
Real estate owned 1,420 729 46 1,551 20 28
Nonperforming loans 521 781 1,114 760 1,544 2,125
</TABLE>
<TABLE>
<CAPTION>
For the six months
ended June 30, For the year ended December 31,
-------------------- ------------------------------------------------------
2000 1999 1999 1998 1997 1996 1995
--------- --------- --------- -------- --------- --------- ---------
(In thousands)
<S> <C> <C> <C> <C> <C> <C> <C>
Selected Operating Data:
Interest income $ 19,421 $ 16,746 $ 34,811 $34,474 $34,085 $32,427 $29,915
Interest expense 9,721 9,251 19,242 19,690 19,082 17,851 16,429
--------- --------- -------- -------- -------- -------- -------
Net interest income 9,700 7,495 15,569 14,784 15,003 14,576 13,486
Provision for loan losses 342 380 760 1,265 700 570 650
--------- --------- -------- --------- -------- -------- -------
Net interest income after provision for loan losses 9,358 7,115 14,809 13,519 14,303 14,006 12,836
Noninterest income 1,734 1,329 2,852 3,428 2,083 1,907 1,831
Noninterest expense 6,477 5,587 16,677 10,759 10,091 11,947 9,697
--------- --------- -------- -------- -------- -------- -------
Income before income taxes 4,615 2,857 984 6,188 6,295 3,966 4,970
Income taxes 1,539 934 138 2,049 2,160 1,266 1,545
--------- --------- -------- -------- -------- -------- -------
Net income $ 3,076 $ 1,923 $ 846 $ 4,139 $ 4,135 $ 2,700 $ 3,425
========= ========= ========= ======== ======= ======== ========
Selected Operating Ratios and Other Data:
Performance Ratios:
Yield on average interest-earning assets(**) 7.68% 7.58% 7.62% 7.97% 8.13% 8.15% 8.07%
Rate paid on average interest-bearing liabilities(**) 4.44% 4.37% 4.38% 4.76% 4.79% 4.73% 4.68%
Net interest rate spread(**) 3.24% 3.21% 3.24% 3.21% 3.34% 3.42% 3.39%
Net interest margin(**) 3.84% 3.39% 3.41% 3.42% 3.58% 3.66% 3.63%
Noninterest expense as a percent of average assets(**) 2.37% 2.34% 3.35% 2.31% 2.28% 2.84% 2.46%
Return on average assets(**) 1.12% 0.80% 0.17% 0.89% 0.93% 0.64% 0.87%
Return on average equity(**) 6.28% 8.55% 1.83% 9.83% 11.36% 7.79% 10.92%
Ratio of average equity to average assets 17.90% 9.41% 9.29% 9.06% 8.22% 8.24% 7.95%
Efficiency ratio 56.65% 63.07% 90.53% 59.08% 59.06% 72.48% 63.31%
Basic earnings per share(*) $0.57
Diluted earnings per share(*) $0.57
Weighted average shares outstanding 5,382,582
Dividends per share $0.14
Dividend payout ratio 24.56%
Book value per share at end of period $17.01 $16.62
Total shares outstanding 5,819,611
Asset Quality Ratios:
Nonperforming loans as a percent of total loans,
at end of period 0.11% 0.28% 0.17% 0.28% 0.19% 0.40% 0.60%
Nonperforming assets as a percent of total assets,
at end of period 0.38% 0.34% 0.30% 0.29% 0.62% 0.49% 0.59%
Allowance for loan losses as a percent of total loans,
at end of period 0.71% 0.86% 0.82% 0.85% 0.77% 0.78% 0.79%
Allowance for loan losses as a percent of
nonperforming loans at end of period 641% 301% 468% 307% 407% 194% 130%
Net loans charged-off to average loans 0.13% 0.03% 0.13% 0.23% 0.15% 0.09% 0.10%
----------------
<FN>
(*) Earnings per share will be computed based upon the weighted average common
shares outstanding during the periods subsequent to Mutual Federal's
conversion to a stock savings bank on December 29, 1999. Net income per
share for the periods prior to the conversion are not meaningful.
(**) Amounts for the six months ended June 30, 2000 and 1999 have been
annualized. Interim results are not necessarily indicative of the results
of operations over an entire year.
</FN>
</TABLE>
8
<PAGE>
<TABLE>
<CAPTION>
SELECTED CONSOLIDATED FINANCIAL DATA OF MARION CAPITAL
At June 30,
--------------------------------------------------------------
2000 1999 1998 1997 1996
---------- ---------- ---------- ---------- ----------
(In thousands)
<S> <C> <C> <C> <C> <C>
Summary of Financial Condition:
Total assets $198,867 $197,101 $193,963 $173,304 $177,767
Loans, net 164,978 165,797 163,598 148,031 143,165
Loans held for sale --- 327 877 --- ---
Cash and investment securities 9,521 11,873 10,186 11,468 21,578
Cash value of life insurance 11,422 5,887 5,616 5,994 5,588
Real estate limited partnerships 3,942 4,713 4,883 1,449 1,624
Deposits 130,683 142,087 134,415 121,770 126,260
Borrowings 31,834 18,774 17,319 8,229 6,241
Shareholders' equity 31,785 31,744 37,657 39,066 41,511
Year Ended June 30,
-------------------------------------------------------------
2000 1999 1998 1997 1996
---------- ---------- ---------- ---------- ----------
(In thousands)
Summary of Operating Results:
Interest income $ 14,696 $ 14,981 $ 14,333 $ 13,733 $ 13,740
Interest expense 7,773 7,656 7,093 6,707 6,853
-------- -------- -------- -------- --------
Net interest income 6,923 7,325 7,240 7,026 6,887
Provision for losses on loans 495 227 59 58 34
-------- -------- -------- -------- --------
Net interest income after
provision for losses on loans 6,428 7,098 7,181 6,968 6,853
-------- -------- -------- -------- --------
Other income:
Net loan servicing fees 80 81 78 86 81
Annuity and other commissions 194 150 142 153 147
Losses from limited partnerships (771) (171) (200) (305) (193)
Life insurance income and death benefits 1,005 272 175 808 117
Other income 705 457 209 181 95
-------- -------- -------- -------- --------
Total other income 1,213 789 404 923 247
-------- -------- -------- -------- --------
Other expense:
Salaries and employee benefits 2,783 2,686 2,556 2,881 2,413
Other 2,102 1,894 1,846 2,170 1,293
-------- -------- -------- -------- --------
Total other expense 4,885 4,580 4,402 5,051 3,706
-------- -------- -------- -------- --------
Income before income tax 2,756 3,307 3,183 2,840 3,394
Income tax expense 291 1,183 859 400 913
-------- -------- -------- -------- --------
Net Income $ 2,465 $ 2,124 $ 2,324 $ 2,440 $ 2,481
======== ======== ======== ======== ========
Basic earnings per share $1.79 $1.38 $1.32 $1.35 $1.27
Diluted earnings per share 1.78 1.36 1.29 1.31 1.23
</TABLE>
9
<PAGE>
<TABLE>
<CAPTION>
SELECTED CONSOLIDATED FINANCIAL DATA OF MARION CAPITAL (CONTINUED)
Year Ended June 30,
-------------------------------------------------------------
2000 1999 1998 1997 1996
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Book value per common share at end of year 23.29 22.28 22.16 22.09 21.47
Return on assets (1) 1.25% 1.09% 1.25% 1.40% 1.41%
Return on equity (2) 7.78 6.15 5.94 6.09 5.86
Interest rate spread (3) 3.34 3.42 3.37 3.21 3.01
Net yield on interest earning assets (4) 3.91 4.12 4.28 4.29 4.17
Operating expenses to average assets (5) 2.49 2.34 2.36 2.89 2.11
Net interest income to operating expenses (6) 1.42x 1.60x 1.64x 1.39x 1.86x
Equity-to-assets at end of year (7) 15.98 16.11 19.41 22.54 23.35
Average equity to average total assets 16.13 17.63 21.00 22.89 24.09
Average interest-earning assets to average
interest-bearing liabilities 113.06 116.21 121.82 126 34 127.93
Non-performing assets to total assets 1.06 1.69 1.02 .81 1.07
Non-performing loans to total loans (8) 1.22 1.98 1.16 .94 1.18
Loan loss reserve to total loans (8) 1.36 1.35 1.25 1.35 1.38
Loan loss reserve to non-performing loans 112.11 68.24 107.71 143.98 117.07
Net charge-offs to average loans .29 .03 .--- .02 .03
Number of full service offices 3 4 4 2 2
----------------
<FN>
(1) Net income divided by average total assets.
(2) Net income divided by average total equity.
(3) Interest rate spread is calculated by subtracting combined weighted average
interest rate cost from combined weighted average interest rate earned for
the period indicated.
(4) Net interest income divided by average interest-earnings assets.
(5) Other expense divided by average total assets.
(6) Net interest income divided by other expense.
(7) Total equity divided by assets.
(8) Total loans include loans held for sale.
</FN>
</TABLE>
10
<PAGE>
UNAUDITED HISTORICAL AND PRO FORMA PER SHARE DATA
Set forth below are the book value, cash dividends, and basic and diluted
earnings per common share data for each of MUTUALFIRST and Marion Capital on an
historic basis, for MUTUALFIRST on a pro forma combined basis and on a pro forma
combined basis per Marion Capital equivalent share. The pro forma per Marion
Capital equivalent share shows the effect of the merger from the perspective of
an owner of Marion Capital common stock. The information was computed by
multiplying the combined pro forma amounts for the merger by the exchange ratio
of 1.862.
<TABLE>
<CAPTION>
Six Months Ended Year Ended
MUTUALFIRST - Historical June 30, 2000 December 31, 1999
--------------- -----------------
<S> <C> <C>
Earnings per share:
Basic $ 0.57 (1)
Diluted 0.57 (1)
Book value per share at period end 17.01 $ 16.62
Dividends per share 0.14 ---
Year Ended
Marion Capital - Historical June 30, 2000
----------------
Earnings per share:
Basic $ 0.69 $ 1.79
Diluted 0.69 1.78
Book value per share at period end 23.29 23.29
Dividends per share 0.44 0.88
Six Months Ended Year Ended
MUTUALFIRST - Pro Forma June 30, 2000 December 31, 1999
---------------- -----------------
Earnings per share:
Basic $ 0.49 (1)
Diluted 0.49 (1)
Book value per share at period end 15.14 $ 14.86
Dividends per share 0.14 ---
Marion Capital - Equivalent Pro Forma
Earnings per share:
Basic $ 0.91 (1)
Diluted 0.91 (1)
Book value per share at period end 28.19 $ 27.67
Dividends per share 0.26 ---
<FN>
(1) Earnings per share will be computed based upon the weighted average common
shares outstanding during the periods subsequent to the Mutual Federal's
conversion to a stock savings bank on December 29, 1999. Net income per
share for the periods prior to the conversion are not meaningful.
</FN>
</TABLE>
11
<PAGE>
DISCLOSURE REGARDING FORWARD-LOOKING INFORMATION
This document contains forward-looking statements about MUTUALFIRST, Marion
Capital, and the combined company that we believe are within the meaning of the
Private Securities Litigation Reform Act of 1995. These forward- looking
statements include information in this document regarding the financial
condition, results of operations and business of MUTUALFIRST following the
consummation of the merger. They also include statements relating to the
synergies, efficiencies, cost savings and funding advantages that are expected
to be realized from the merger and the expected impact of the merger on
MUTUALFIRST's financial performance and earnings estimates for the combined
company. Forward-looking statements are also identified by words such as
"believes," "anticipates," "estimates," "expects," "intends," "plans" or similar
expressions.
Forward-looking statements involve certain risks and uncertainties. You should
understand that the following important factors, in addition to those discussed
elsewhere in this document could affect the future results of MUTUALFIRST and
Marion Capital, and of MUTUALFIRST after the merger and could cause those
results to differ materially from those expressed in our forward-looking
statements:
o expected cost savings from the merger may not be fully realized or may
not be realized within the expected time frame;
o revenues following the merger may be lower than expected, or
withdrawals of customer deposits, operating costs, customer loss and
business disruption following the merger may be greater than expected;
o costs or difficulties related to the integration of the businesses of
MUTUALFIRST and Marion Capital may be greater than expected;
o changes in the interest rate environment may reduce margins more than
expected;
o general economic conditions, either nationally or regionally, may be
less favorable than expected, resulting in, among other things, a
deterioration in the credit quality of our loans;
o legislative or regulatory changes may adversely affect the business in
which we are engaged;
o the willingness of users to substitute our products and services for
competitors' products and services may be less than expected; and
o competitive pressure in the banking industry, and in particular our
regional market, may increase.
12
<PAGE>
THE MERGER
THIS SUMMARY OF THE TERMS OF THE MERGER MAY NOT CONTAIN ALL THE INFORMATION THAT
IS IMPORTANT TO YOU. YOU SHOULD READ THE FULL TEXT OF THE MERGER AGREEMENT WHICH
IS ATTACHED AS APPENDIX A. THIS SUMMARY IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO THE MERGER AGREEMENT.
OVERVIEW OF THE MERGER
Marion Capital will be merged into MUTUALFIRST, with MUTUALFIRST as the
surviving entity of the merger. Each outstanding share of Marion Capital common
stock will be converted into the right to receive 1.862 shares of MUTUALFIRST
common stock. After this merger, current MUTUALFIRST shareholders will own
approximately 70% of the combined company and current Marion Capital
shareholders will own the remainder.
MERGER CONSIDERATION
Each outstanding share of Marion Capital common stock will be converted into the
right to receive 1.862 shares of MUTUALFIRST common stock. No fractional shares
of MUTUALFIRST common stock will be issued in the merger. Instead of a
fractional share, you will receive the cash value (without interest) of the
fractional share, determined by multiplying the fractional share by the closing
price of MUTUALFIRST common stock on the last trading day before the merger.
On ____ _, 2000, MUTUALFIRST common stock closed at $______ per share. Based on
that price, the value of 1.862 shares of MUTUALFIRST common stock would have
been approximately $_____ and the aggregate market value of the merger
consideration would have been approximately $_____ million, excluding
outstanding stock options. These values, however, may increase or decrease as a
result of fluctuations in the market price of MUTUALFIRST common stock.
Each outstanding option to purchase shares of Marion Capital common stock will
be converted into an option to purchase 1.862 times as many shares of
MUTUALFIRST common stock. The per share exercise price will be divided by 1.862,
but the other terms and conditions of the converted option will not change.
Fractional shares will be rounded down to the nearest whole share and per share
exercise prices will be rounded down to the nearest whole cent. Options for
_______ shares of Marion Capital common stock were outstanding on ____ _, 2000.
BACKGROUND OF THE MERGER
Over the last several years the financial services industry has become
increasingly competitive and has undergone industry-wide consolidation. The
market in which MUTUALFIRST and Marion Capital operate has been affected by this
trend, experiencing a period of acquisition and consolidation that has affected
many of the banks and thrift institutions. In response to these developments,
the board of MUTUALFIRST and the board of Marion Capital has, on an ongoing
basis, considered strategic options for increasing shareholder value, including
potential acquisitions of other institutions.
On June 1, 1998, the Marion Capital board retained Keefe Bruyette & Woods, Inc.
to act as Marion Capital's financial advisor in connection with analyzing
operational issues and shareholder enhancement opportunities. Since June 1,
1998, Keefe, Bruyette & Woods, Inc. has provided general advisory services to
Marion Capital including advice on the sale of a branch office, stock
repurchases and other strategic options including the analysis of merger and
acquisition opportunities.
Upon completion of MUTUALFIRST's conversion to a stock company in December 1999,
MUTUALFIRST began to analyze their expansion opportunities in conjunction with
Keefe, Bruyette & Woods, Inc. who managed their mutual to stock conversion
process. Resulting from relationships with both companies and after analyzing
the business objectives of each company, Keefe, Bruyette & Woods, Inc. arranged
a meeting between the two presidents, Mr. Roberts and Mr. Banks. The sequence of
events was as follows:
13
<PAGE>
On February 23, 2000, a meeting was held between Mr. Roberts, Mr. Banks and
Keefe, Bruyette & Woods, Inc. to discuss the business philosophies of each
company with a focus on the potential benefit that could arise from a
strategic alliance of the two companies.
On March 7, 2000, following discussions by each CEO with his respective
board, a second meeting between Mr. Roberts, Mr. Banks and Keefe, Bruyette
& Woods, Inc. occurred to begin more detailed discussions of the
possibility of a strategic alliance between MUTUALFIRST and Marion Capital.
On April 12, 2000, the MUTUALFIRST board authorized retaining RP Financial,
LC., to act as MUTUALFIRST's financial advisor in connection with the
proposed merger of equals.
On April 20, 2000, the Marion Capital board of directors met with Keefe,
Bruyette & Woods, Inc. to review the benefits and opportunities provided by
a potential strategic alliance between MUTUALFIRST and Marion Capital.
After consulting with its executive officers and financial advisors, the
consensus of the Marion Capital board was to move ahead with the
transaction. Also at this meeting, it was decided by the Marion Capital
board to obtain a fairness opinion on the potential strategic alliance from
David A. Noyes, as a result of Keefe, Bruyette & Woods, Inc.'s previous
relationship with MUTUALFIRST. Each financial advisor made an independent
analysis of the proposal. See "-- Opinion of MUTUALFIRST's Financial
Advisor" on page ___ and "- - Opinion of Marion Capital's Financial
Advisor" on page _____.
On April 21-24, 2000, representatives of both companies and their financial
and legal advisors met to review due diligence information and to obtain a
better understanding of the operations of the other company.
On both May 10 and May 24, 2000, the board of MUTUALFIRST met and
considered the terms of the proposed transaction. After consultation with
its executive officers and financial advisors, the consensus of the
MUTUALFIRST board each time was to move ahead with the transaction.
During the period from April 21, 2000 to June 6, 2000, the parties
negotiated the terms of the merger agreement and completed their respective
due diligence efforts.
On June 7, 2000, the boards of each company met with its respective
financial advisors and special counsel to review the financial and legal
arrangements of the definitive agreement. Each financial advisor issued its
opinion that the merger was fair from a financial point of view to the
merging company's shareholders. After careful consultation, each board
authorized the execution of the merger agreement. Following the conclusion
of the board meetings, MUTUALFIRST and Marion Capital executed and
delivered the merger agreement.
MUTUALFIRST'S REASONS FOR THE MERGER
MUTUALFIRST believes that the merger will:
o create a strong Northeast Indiana franchise with assets of
approximately $760 million and a market capitalization of
approximately $124 million, based on recent market prices;
o create opportunities for significant operational benefits and
financial cost savings and revenue enhancements through the
integration of MUTUALFIRST's and Marion Capital's operations;
o be immediately accretive to earnings per share estimated to be 2.5%,
and significantly enhance the combined company's future earnings per
share growth rate; the accretion to earnings per share incorporates
the estimated cost savings from synergies as set forth below under
"-MUTUALFIRST's Reasons for the Merger";
o expand its core market area and create critical mass in Northeast
Indiana with a strong local presence;
o strengthen its competitive and capital position in the financial
services industry, which is rapidly changing and growing more
competitive; and
14
<PAGE>
o provide an additional platform for further growth.
The MUTUALFIRST board has determined that the terms of the merger and the merger
agreement and the issuance of MUTUALFIRST common stock in connection with the
merger are advisable and fair to, and in the best interests of, MUTUALFIRST and
its shareholders. In reaching its determination, the MUTUALFIRST board
considered the opinion of its financial advisor with respect to the fairness of
the exchange ratio from a financial point of view. The MUTUALFIRST board also
considered a number of other factors, including that the merger should produce a
well capitalized institution with an enhanced retail lending franchise as well
as a number of financial benefits that should foster the potential for earnings
growth. The MUTUALFIRST board did not assign any specific or relative weights to
the factors considered, and individual directors may have given different
weights to different factors. The material factors considered were as follows:
o Information concerning the businesses, earnings, operations, financial
condition, prospects, capital levels and asset quality of Marion
Capital, individually and as combined with MUTUALFIRST.
o The opinion rendered by MUTUALFIRST's financial advisor that as of the
date of the opinion the exchange ratio was fair, from a financial
point of view, to the holders of MUTUALFIRST common stock. See "--
Opinion of MUTUALFIRST's Financial Advisor" for the assumptions made
in connection with, and limitations on, such opinion.
o The terms of the merger agreement, and the other documents executed in
connection with the merger. See "The Merger."
o The anticipated cost savings available to the combined company as a
result of the merger totaling approximately $1.2 million, consisting
of savings in (1) salaries and benefits of approximately $473,000; (2)
data processing expense of approximately $171,000; (3) annual
depreciation costs of approximately $192,000; (4) elimination of
goodwill expense of approximately $113,000; and (5) other operating
expenses of $297,000. Some of these cost savings are based upon the
cancellation and lump sum payment of certain employee benefit
agreements currently in place at Marion Capital, which would require
the consent of the participant to terminate. There is no guarantee
that the consent of all relevant participants will be obtained, and to
the extent some are not obtained, the cost savings may be reduced.
o The current and prospective economic, competitive and regulatory
environment facing each institution and financial institutions
generally.
o The results of the due diligence investigation conducted by the
management of MUTUALFIRST, including assessment of credit policies,
asset quality, interest rate risk, litigation and adequacy of loan
loss reserves.
o The expectation that the merger would be tax-free to MUTUALFIRST and
its shareholders for federal income tax purposes. See "-- Federal
Income Tax Consequences of the Merger."
o The ability to continue to enhance shareholder value through stock
repurchase programs since the merger will be accounted for as a
purchase.
o The prospects for growth and expanded products and services, and other
anticipated impacts on depositors, employees, customers and
communities served by MUTUALFIRST and Marion Capital, respectively.
o Additional revenue enhancement opportunities, including (1)
incremental earnings potential through the ability to leverage excess
capital; (2) diversified asset mix; and (3) expanded legal lending
limit.
MUTUALFIRST'S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS TO ITS SHAREHOLDERS THAT
THEY VOTE "FOR" APPROVAL OF THE MERGER AGREEMENT AND THE ISSUANCE OF SHARES OF
MUTUALFIRST COMMON STOCK IN THE MERGER.
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<PAGE>
MARION CAPITAL'S REASONS FOR THE MERGER
Marion Capital believes that the merger will be beneficial for the following
reasons:
o Marion Capital's knowledge of and familiarity with MUTUALFIRST's
business, management, financial condition and asset quality, and the
complimentary geographic location of its offices relative to the
Marion Capital locations.
o The opportunity to become part of a $760 million northeast Indiana
franchise with deposits of $520 million, and the ability to leverage
off of this larger asset base in a broader geographic area,
particularly given the concerns about growth opportunities in the
Marion market.
o Elimination of the hurdle which prohibited Marion Capital from
upstreaming any significant level of dividends from the bank to the
holding company, in order to reduce the level of excess capital and
thereby generate a return on equity that was acceptable to the board
of directors and shareholders over the long term.
o The opportunities for expense reductions, operating efficiencies and
revenue enhancements in the combined entity including the belief that
the merger will be accretive to earnings per share in the first year,
estimated to be 24.7% per share for Marion Capital earnings per share,
and improve the combined company's future earnings per share growth
rate. The accretion to earnings per share incorporates estimated cost
savings obtained from anticipated synergies as set forth above under
"-MUTUALFIRST's Reasons for the Merger."
o The opinion rendered by David A. Noyes that as of that date and based
on the assumptions made the exchange ratio was fair from a financial
point of view to the Marion Capital shareholders.
o Considering the respective contributions to the combined entity,
Marion would have a 30% pro forma ownership in the combined entity and
receive a currency with significantly increased liquidity.
o The expectation that the merger would be a tax-free exchange for
federal income tax purposes for Marion Capital shareholders as well as
for Marion Capital.
o The non-financial terms of the agreement, including that Marion
Capital would be represented on the MUTUALFIRST and Mutual Federal
boards of directors with four of eleven seats and the role of the
Marion Capital chief executive officer in the combined organization.
In reaching its determination to approve and deem advisable the merger
agreement, and the transactions contemplated therein, the Marion Capital board
did not assign any relative or specific weights to the various factors
considered by it, and individual directors may have given differing weights to
different factors.
MARION CAPITAL'S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE HOLDERS OF
MARION CAPITAL COMMON STOCK VOTE "FOR" APPROVAL OF THE MERGER AGREEMENT.
OPINION OF MUTUALFIRST'S FINANCIAL ADVISOR
The MUTUALFIRST board retained RP Financial on April 12, 2000 as an independent
financial advisor in connection with MUTUALFIRST's consideration of a possible
business combination with Marion Capital, which included the negotiation of the
financial terms and rendering its opinion with respect to the exchange ratio
from the financial point of view to the MUTUALFIRST shareholders. In requesting
RP Financial's advice and opinion, the MUTUALFIRST board did not give any
special instructions to RP Financial, nor did it impose any limitations upon the
scope of the investigation that RP Financial might wish to conduct to enable it
to give its opinion. RP Financial has delivered to MUTUALFIRST its written
opinion, dated June 7, 2000, and its updated opinion as of __________, 2000, to
the effect that, based upon and subject to the matters set forth therein, as of
the date thereof, the exchange ratio is fair to the MUTUALFIRST shareholders
from a financial point of view. The opinion of RP Financial is directed towards
the
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<PAGE>
fairness of the exchange ratio and does not constitute a recommendation to any
MUTUALFIRST shareholder to vote in favor of approval of the merger agreement. A
copy of the RP Financial opinion is set forth as Exhibit B to this Joint Proxy
Statement, and MUTUALFIRST's shareholders should read it in its entirety. RP
Financial has consented to the inclusion and description of its written opinion
in this Joint Proxy Statement.
RP Financial was selected by MUTUALFIRST to act as its financial advisor because
of RP Financial's expertise in the valuation of businesses and their securities
for a variety of purposes, including its expertise in connection with mergers
and acquisitions of savings and loan associations, savings banks, savings and
loan holding companies, commercial banks and bank holding companies. In
addition, RP Financial was already familiar with MUTUALFIRST given its
preparation of the appraisal and business plan in conjunction with Mutual
Federal Savings Bank's mutual to stock conversion in 1999. Pursuant to a letter
agreement dated April 6, 2000, and executed by MUTUALFIRST on April 12, 2000, RP
Financial estimates that it will receive from MUTUALFIRST total professional
fees of approximately $75,000, of which $45,000 has been paid to date, plus
reimbursement of certain out-of-pocket expenses, for its services in connection
with the merger. In addition, MUTUALFIRST has agreed to indemnify and hold
harmless RP Financial, any affiliates of RP Financial, and the respective
directors, officers, agents and employees of RP Financial or their successors
and assigns who act for or on behalf of RP Financial from and against any and
all losses, claims, damages and liabilities, joint or several, in connection
with RP Financial's services attributable to: (i) any untrue statement or
alleged untrue statement of a material fact contained in the financial
statements or other information furnished or otherwise provided by MUTUALFIRST
to RP Financial, either orally or in writing; (ii) the omission or alleged
omission of a material fact from the financial statements or other information
furnished or otherwise made available by MUTUALFIRST to RP Financial, or (iii)
any action or omission to act by MUTUALFIRST, or MUTUALFIRST's respective
officers, directors, employees or agents, which action or omission is willful or
negligent. MUTUALFIRST will be under no obligation to indemnify RP Financial
hereunder if a court determines that RP Financial was negligent or acted in bad
faith with respect to any actions or omissions of RP Financial related to a
matter for which indemnification is sought. In addition, if RP Financial is
entitled to indemnification from MUTUALFIRST under the engagement letter, and in
connection therewith incurs legal expenses in defending any legal action
challenging the opinion of RP Financial where RP Financial is not negligent or
otherwise at fault or is found by a court of law to be not negligent or
otherwise at fault, MUTUALFIRST will indemnify RP Financial for all reasonable
expenses.
In rendering this fairness opinion, RP Financial reviewed the following
material: (1) the merger agreement, dated June 7, 2000, including exhibits; (2)
financial and other information for MUTUALFIRST, all with regard to balance and
off-balance sheet composition, profitability, interest rates, volumes,
maturities, trends, credit risk, interest rate risk, liquidity risk and
operations including: (a) audited and unaudited financial statements for the
periods ended December 31, 1996 through March 31, 2000, (b) stockholder,
regulatory and internal financial and other reports through March 31, 2000, (c)
the proxy statements since the commencement of the 1999 mutual-to-stock
conversion, (d) MUTUALFIRST's management and board comments regarding past and
current business, operations, financial condition, and future prospects (e) the
stock conversion materials including the prospectus, regulatory application and
other related documents; and (3) financial and other information for Marion
Capital including: (a) unaudited and audited financial statements for the
periods ended June 30, 1995 through March 31, 2000, (b) stockholder, regulatory
and internal financial and other reports through March 31, 2000, (c) the annual
proxy statement for the last three years and (d) Marion Capital's management
comments regarding past and current business, operations, financial condition,
and future prospects.
RP Financial reviewed financial, operational, market area and stock price and
trading characteristics for MUTUALFIRST and Marion Capital (on a historical and
pro forma basis) relative to publicly-traded savings institutions with
comparable resources, financial condition, earnings, operations and markets. RP
Financial also considered the economic and demographic characteristics in the
local market area, and the potential impact of the regulatory, legislative and
economic environments on operations for MUTUALFIRST and Marion Capital and the
public perception of savings institutions and the commercial banking industry,
in general. RP Financial also considered: (1) the financial terms, financial and
operating condition and market area of other recently announced or completed
mergers of comparable savings institutions both regionally and nationally; (2)
projected financial statements incorporating future prospects for MUTUALFIRST on
a stand-alone and on a merged basis; (3) the future prospects for MUTUALFIRST;
(4) the pro forma impact on MUTUALFIRST of the merger with Marion Capital, which
is expected to be
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<PAGE>
accounted for as a purchase transaction; (5) the pro forma impact of potential
stock repurchases following the merger; and (6) the market for MUTUALFIRST's
common stock.
In rendering its opinion, RP Financial relied, without independent verification,
on the accuracy and completeness of the information concerning MUTUALFIRST and
Marion Capital furnished by each institution to RP Financial for review, as well
as publicly available information regarding other financial institutions, and
economic and demographic data. MUTUALFIRST and Marion Capital did not restrict
RP Financial as to the material it was permitted to review. RP Financial did not
perform or obtain any independent appraisals or evaluations of the assets and
liabilities and potential and/or contingent liabilities of MUTUALFIRST or Marion
Capital.
RP Financial expresses no opinion on matters of a legal, regulatory, tax or
accounting nature or the ability of the merger as set forth in the merger
agreement to be consummated. In rendering its opinion, RP Financial assumed
that, in the course of obtaining the necessary regulatory and governmental
approvals for the proposed merger, no restriction will be imposed on MUTUALFIRST
or Marion Capital that would have a material adverse effect on the ability of
the merger to be consummated as set forth in the merger agreement.
RP Financial's opinion was based solely upon the information available to it and
the economic, market and other circumstances as they existed as of June 7, 2000
and __________, 2000. Events occurring after the most recent date could
materially affect the assumptions used in preparing the opinion. In connection
with rendering its opinion dated June 7, 2000, and updated as of __________,
2000, RP Financial performed a variety of financial analyses that are summarized
below. Although the evaluation of the fairness, from a financial point of view,
of the exchange ratio was to some extent subjective based on the experience and
judgment of RP Financial, and not merely the result of mathematical analyses of
financial data, RP Financial relied, in part, on the financial analyses
summarized below in its determinations. The preparation of a fairness opinion is
a complex process and is not necessarily susceptible to partial analyses or
summary description. RP Financial believes its analyses must be considered as a
whole and that selecting portions of such analyses and factors considered by RP
Financial without considering all such analyses and factors could create an
incomplete view of the process underlying RP Financial's opinion. In its
analyses, RP Financial took into account its assessment of general business,
market, monetary, financial and economic conditions, industry performance and
other matters, many of which are beyond the control of MUTUALFIRST and Marion
Capital, as well as RP Financial's experience in securities valuation, its
knowledge of financial institutions, and its experience in similar transactions.
With respect to the comparative analyses described below, no company utilized as
a comparison is identical to MUTUALFIRST or the merger and such analyses
necessarily involve complex considerations and judgments concerning the
differences in financial and operating characteristics of the companies and
other factors that could affect the values of the companies concerned. The
analyses were prepared solely for purposes of RP Financial providing its opinion
as to the fairness of the exchange ratio, and they do not purport to be
appraisals or necessarily reflect the prices at which businesses or securities
actually may be sold. Any estimates contained in RP Financial's analyses are not
necessarily indicative of future results of values, which may be significantly
more or less favorable than such estimates. None of the analyses performed by RP
Financial was assigned a greater significance by RP Financial than any other.
TRANSACTION OVERVIEW. RP Financial reviewed certain financial and other
characteristics of the transaction including, but not limited to, the exchange
ratio, the pro forma financial and pricing impact of the merger, which is
anticipated to be accounted for as a purchase, the pro forma ownership
distribution and the organizational structure of the merged company, including
the board of directors and executive management.
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<PAGE>
CONTRIBUTION ANALYSIS. RP Financial compared the relative contribution of
certain balance sheet items and earnings of MUTUALFIRST and Marion Capital to
the pro forma company based both on historical and pro forma financial
information. Specifically, RP Financial examined the contribution of total
assets, loans receivable, deposits, stockholder's equity, tangible stockholder's
equity and earnings on a historical, normalized and projected basis. The
exchange ratio of 1.862 times falls within the range of implied exchange ratios
indicated by the contribution analysis of 1.38 times to 2.32 times.
<TABLE>
<CAPTION>
Historical Amount Pro Forma Amount
------------------------------------------------- -------------------------------------------------
Contribution Analysis Contribution Analysis
----------------------------------- --------------------------------
Implied Implied
Marion Exchange Marion Exchange
MUTUALFIRST(1)(3) Capital(2)(3) Ratio MUTUALFIRST(1)(3) Capital(2)(3) Ratio
------------------ ---------------- ------------- ------------------ ---------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Assets 73.3% 26.7% 1.56x 73.7% 26.3% 1.53x
Loans Receivable 73.3 26.7 1.56 73.3 26.7 1.56
Deposits 74.5 25.5 1.46 74.5 25.5 1.46
Stockholders' Equity 75.6 24.4 1.39 77.8 22.2
1.22
Tangible Stockholders'
Equity 75.7 24.3 1.38 77.6 22.4 1.24
Historical Earnings 70.2 29.8 1.82 64.9 35.1 2.32
Normalized Earnings(4) 72.0 28.0 1.66 66.4 33.6 2.17
Projected Earnings 1st 72.0 28.0 1.66 66.6 33.4 2.15
Year(5)
--------------
<FN>
(1) Based on financial statements as of March 31, 2000; historical earnings
reflect annualized earnings for the three months ended March 31, 2000.
(2) Based on financial statements as of or for the 12 months ended March 31,
2000.
(3) Before potential stock repurchases.
(4) Reflects historical earnings adjusted to exclude one time gains/losses and
an after-tax basis.
(5) Assumes 5.0% earnings growth rate for each company.
</FN>
</TABLE>
PRO FORMA IMPACT ANALYSIS. RP Financial's analysis considered the financial
condition and operations of MUTUALFIRST on a stand-alone and pro forma merged
basis, which indicates that the merger is expected to have the following
benefits, even before the anticipated pro forma benefit of stock repurchases:
(1) increases MUTUALFIRST's pro forma earnings per share incorporating
anticipated synergies; (2) leverages MUTUALFIRST's tangible capital, which will
result in book value per share dilution; and (3) increases MUTUALFIRST's pro
forma return on equity. RP Financial considered the estimated pro forma impact
of the merger on MUTUALFIRST's key financial ratios, per share data, pro forma
pricing ratios relative to the current position. RP Financial also considered
the impact of the merger relative to MUTUALFIRST's longer run strategic
objectives.
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<PAGE>
At March 31,
2000(1) Pro Forma(2)
----------------- --------------
Historical Earnings Per Share
Reported Basis $1.12 $1.18
Cash Basis $1.16 $1.20
Normalized Earnings Per Share
Reported Basis $1.10 $1.12
Cash Basis $1.14 $1.15
Book Value Per Share $16.81 $15.05
Tangible Book Value Per Share $16.58 $14.89
Key Financial Ratios
Return on Assets 1.10% 1.25%
Return on Equity 6.17% 7.40%
Efficiency Ratio 55.52% 52.28%
Equity/Assets 17.87% 16.92%
Tangible Equity/Assets 17.67% 16.77%
Key Pricing Ratios(3)
Price/Earnings 9.77x 9.27x
Price/Core Earnings 9.95x 9.77x
Price/Book 65.08% 72.69%
Price/Tangible Book 65.98% 73.47%
-------------
(1) Operating statement data based on annualized three month data for the
quarter ended March 31, 2000.
(2) Reflects RP Financial's preliminary estimates.
(3) Based on MUTUALFIRST's closing stock price as of June 2, 2000 of $10 15/16.
RP Financial also considered other benefits of the merger including the expanded
market area of MUTUALFIRST, Marion Capital's leading deposit market share in
Grant County, Indiana, and increased market capitalization.
PEER GROUP ANALYSES. RP Financial compared MUTUALFIRST's current and pro forma
key financial and pricing ratios to two groups of publicly-traded thrifts - all
publicly-traded thrifts based in the Midwest and all publicly-traded thrifts.
The pro forma key ratios analyzed for MUTUALFIRST incorporated the estimated
merger adjustments, purchase accounting and anticipated synergies. MUTUALFIRST's
pro forma ratios were evaluated before and after potential stock repurchases.
The key financial ratios analyzed for both MUTUALFIRST and the two groups of
publicly-traded thrifts included balance sheet composition and growth, income
statement composition and efficiency, return on equity, asset quality and loan
composition. The key pricing ratios analyzed included price relative to reported
and tangible book value, reported and core earnings and assets.
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<PAGE>
The merger is anticipated to improve MUTUALFIRST's comparative financial and
pricing data relative to the two groups of publicly-traded thrifts considered as
MUTUALFIRST's balance sheet composition and growth potential is enhanced, pro
forma profitability and efficiency increases, return on equity rises, asset
quality improves and the pricing ratios remain generally comparable.
<TABLE>
<CAPTION>
MUTUALFIRST Publicly-Traded Thrifts
--------------------------- ---------------------------
As of
March 31, Pro Midwest All
2000(1) Forma(2) Peers(3) Public(3)
------------ ---------- ------------ ----------
<S> <C> <C> <C> <C>
Key Financial Ratios
Equity/Assets 17.87% 16.92% 9.57% 10.97%
Tangible Equity/Assets 17.67% 16.77% 8.98% 10.60%
Return on Assets
Historical 1.10% 1.25% 0.96% 0.85%
Core 1.10% 1.20% 0.87% 0.83%
Return on Equity 6.17% 7.40% 9.20% 8.48%
Efficiency Ratio 55.52% 52.28% 59.39% 62.10%
Non-Performing Assets/Assets 1.35% 1.30% 0.50% 0.51%
Reserves/Loans 0.83% 0.97% 0.77% 0.87%
Key Pricing Ratios(4)
Price/Earnings 9.77x 9.27x 8.78x 11.54x
Price/Core Earnings 9.95x 9.77x 9.97x 12.18x
Price/Book 65.08% 72.69% 83.93% 93.38%
Price/Tangible Book 65.98% 73.47% 90.04% 99.26%
-------------
<FN>
(1) Operating statement data based on annualized 3 month data for the quarter
ended March 31, 2000. (2) Incorporates estimated merger adjustments and
synergies, before anticipated stock repurchases. (3) Excludes mutual holding
companies and institutions subject to acquisition. (4) MUTUALFIRST pricing data
based on June 2, 2000 closing price; peer group pricing data as of May 26, 2000.
</FN>
</TABLE>
COMPARABLE TRANSACTIONS ANALYSIS. RP Financial compared the merger to other
recently announced comparable strategic in-market mergers among thrifts,
particularly those share exchange transactions in which the two institutions
collectively sought to merge for the mutual purposes of creating a stronger
franchise, creating opportunities for significant operational benefits and
financial cost savings, increasing earnings and earnings per share, expanding
the market area served and developing a platform for further growth and
diversification. RP Financial did not consider thrift mergers characterized as
sale of control transactions since the pricing and organizational
characteristics in such transactions are different than in strategic merger
situations. RP Financial evaluated the pro forma financial impact of such
strategic mergers, including the exchange ratio, pro forma ownership, earnings
and book value per share incorporating the merger adjustments and anticipated
synergies, certain key financial ratios and pricing. Specifically, the two
recent transactions meeting this criteria included: (1) First Place Financial
Corp.'s ($1.036 billion in assets) proposed merger with FFY Financial Corp.
($668 million in assets), both in Ohio; and (2) Hudson River Bancorp's ($1.149
billion in assets) proposed merger with Cohoes Bancorp ($704 million in assets),
both in New York. The merger will result in greater common stock ownership by
MUTUALFIRST shareholders, approximately 70%, relative to the larger thrifts in
the comparable transactions, 60% and 62% for First Place and Hudson River,
respectively, despite the payment of a higher premium to Marion Capital of 23%
relative to the pre-announcement trading price, versus the 5% and 13% trading
price premiums in the First Place and Hudson River mergers, respectively. The
tangible book value per share dilution falls between the 3% and 13% dilution in
the Hudson River and First Place mergers, respectively. Conversely, the earnings
per share and cash earnings per accretion for MUTUALFIRST, of 2% and 1%,
respectively, is anticipated to be lower than the 11% to 13% earnings per share
accretion and the 12% to 3% cash earnings per share accretion in the First Place
and Hudson River mergers, respectively. The estimated merger synergies of 5% of
the combined operating expenses in the merger compares to 13% and 7% synergies
estimates in the First Place and Hudson River mergers, respectively.
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<PAGE>
As described above, RP Financial's opinion and presentation to the MUTUALFIRST
board was one of many factors taken into consideration by the MUTUALFIRST board
in making its determination to approve the merger agreement. Although the
foregoing summary describes, the material components of the analyses presented
by RP Financial to the MUTUALFIRST board on June 7, 2000, and updated as of
__________, 2000, in connection with its opinion as of those dates, it does not
purport to be a complete description of all the analyses performed by RP
Financial and is qualified by reference to the written opinion of RP Financial
set forth at Appendix B, which MUTUALFIRST shareholders are urged to read in its
entirety.
OPINION OF MARION CAPITAL'S FINANCIAL ADVISOR
The Marion Capital board of directors requested David A. Noyes' opinion as to
the fairness from a financial point of view to the Marion Capital shareholders
of the Exchange Ratio.
David A. Noyes, as part of its investment banking business, is regularly engaged
in the valuation of commercial bank and thrift securities in connection with
mergers and acquisitions, negotiated underwritings and valuations for estate,
corporate and other purposes. As specialists in the securities of commercial
banking and thrift organizations, Noyes has extensive experience in, and
knowledge of, the commercial banking and thrift industries and its participants.
In connection with its opinion, David A. Noyes reviewed, among other things, the
merger agreement, Annual Reports to Shareholders and Annual Reports on Form 10-K
of Marion Capital for three years ended June 30, 1999; certain publicly
available information concerning MUTUALFIRST including the Annual Report of
MUTUALFIRST for the year ended December 31, 1999, along with interim Call
Reports, for each of the three years ended December 31, 1999, 1998 and 1997;
certain interim reports to shareholders and Quarterly Reports on Form 10-Q of
Marion Capital and MUTUALFIRST; certain other communications from Marion Capital
and MUTUALFIRST to their respective shareholders; and certain internal financial
analyses and forecasts of Marion Capital and MUTUALFIRST prepared by their
respective management including forecasts of efficiencies from certain net cost
savings and revenue enhancements expected to be achieved as a result of the
merger. David A. Noyes also held discussions with members of the senior
management of Marion Capital and MUTUALFIRST regarding the strategic rationale
for, and the potential benefits of, the transaction contemplated by the merger
agreement and the past and current business operations, financial condition and
future prospects of their respective companies. In addition, David A. Noyes
reviewed the reported price and trading activity for Marion Capital Common Stock
and MUTUALFIRST Common Stock, compared certain financial and stock market
information for Marion Capital and MUTUALFIRST with similar information for
certain other companies in which securities are publicly traded. David A. Noyes
reviewed the financial terms of certain recent business combinations in the
thrift industry and performed such other studies and analyses as it considered
appropriate.
David A. Noyes relied upon the accuracy and completeness of all of the financial
and other information reviewed by it and assumed such accuracy and completeness
for purposes of rendering this opinion. In that regard, David A. Noyes assumed,
with the Marion Capital board of directors' consent, that the financial
forecasts, including, without limitation, the efficiencies and projections
regarding under-performing and non-performing assets and net charge-offs had
been reasonably prepared on a basis reflecting the best currently available
judgments and estimates of Marion Capital and MUTUALFIRST and that such
projections will be realized in the amounts and at the times contemplated
thereby. David A. Noyes is not an expert in the evaluation of loan and lease
portfolios for purposes of assessing the adequacy of the allowances for losses
with respect thereto and assumed, with the Marion Capital board of directors'
consent, that such allowances for each of Marion Capital and MUTUALFIRST are in
the aggregate adequate to cover all such losses. Similarly, David A. Noyes
assumed, with the Marion Capital board of directors' consent and without
independent analysis, that the obligations of Marion Capital and MUTUALFIRST
pursuant to derivatives, swaps, foreign exchange, financial instruments and
off-balance sheet lending-related financial instruments will not have an adverse
effect which would be relevant to its analysis. In addition, David A. Noyes did
not review individual credit files nor did it make an independent evaluation or
appraisal of the assets and liabilities of Marion Capital or MUTUALFIRST or any
of their subsidiaries, and it had not been furnished with any such evaluation or
appraisal. David A. Noyes' opinion as to the fairness of the Exchange Ratio
addressed the ownership position in MUTUALFIRST to be received by the Marion
Capital shareholders pursuant to the Exchange Ratio on the terms set forth in
the merger agreement and did not address the future trading or acquisition value
for the stock of
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<PAGE>
MUTUALFIRST. In addition, David A. Noyes' opinion does not address the relative
merits of the merger and alternative business strategies. In that regard, David
A. Noyes was not requested to, and did not, solicit third party indications of
interest in acquiring all or part of Marion Capital or in engaging in a business
combination or any other strategic transaction with Marion Capital. David A.
Noyes also assumed, with the Marion Capital board of director's consent, that
the merger will be accounted for as a "purchase" under generally accepted
accounting principles and that obtaining any necessary regulatory approvals and
third party consents for the merger or otherwise will not have an adverse effect
on Marion Capital or MUTUALFIRST pursuant to the merger.
David A. Noyes' advisory services and the opinion expressed by it were provided
for the information and assistance of the Marion Capital board of directors in
connection with its consideration of the transaction contemplated by the merger
agreement and such opinion did not constitute a recommendation as to how any
Marion Capital shareholder should vote with respect to such transaction.
SUMMARY OF FINANCIAL ANALYSES
The following is a brief summary of the material financial analyses considered
in a presentation to the Marion Capital board of directors on June 7, 2000 by
David A. Noyes in connection with its oral and written opinions as of such date:
(a) COMPARATIVE FINANCIAL AND MARKET PERFORMANCE ANALYSIS. In performing a
comparative market performance analysis, David A. Noyes analyzed
certain operating performance statistics of Marion Capital,
MUTUALFIRST and the pro forma combined company relative to (the "Noyes
Peer Group"):
<TABLE>
<CAPTION>
Company Name Ticker City State
------------ ------ ---- ----
<S> <C> <C> <C>
Ameriana Bancorp ASBI New Castle IN
Bank West Financial Corp BWFC Grand Rapids MI
Big Foot Financial Corp BFFC Long Grove IL
Citizens First Financial Corp CBK Bloomington IL
EFC Bancorp, Inc. EFC Elgin IL
FFW Corporation FFWC Wabash IN
FFY Financial Corp. FFYF Youngstown OH
Fidelity Bancorp, Inc. FBIC Chicago IL
First Capital, Inc. FCAP Corydon IN
First Federal Bancorp, Inc. FFBZ Zanesville OH
First Federal Financial Corp Kentucky FFKY Elizabethtown KY
First Franklin Corporation FFHS Cincinnati OH
First SecurityFed Financial, Inc. FSFF Chicago IL
Harrington Financial Group, Inc. HFGI Richmond IN
Hemlock Federal Financial Corp. HMLK Oak Forest IL
Home Bancorp HBFW Fort Wayne IN
Home Federal Bancorp HOMF Seymour IN
HopFed Bancorp, Inc. HFBC Hopkinsville KY
Industrial Bancorp, Inc. INBI Bellevue OH
Kankakee Bancorp, Inc. KNK Kankakee IL
Lincoln Bancorp LNCB Plainfield IN
LSB Financial Corp LSBI Lafayette IN
MFB Corp. MFBC Mishawaka IN
Northeast Indiana Bancorp, Inc. NEIB Huntington IN
Park Bancorp, Inc. PFED Chicago IL
Peoples Bancorp PFDC Auburn IN
Peoples Community Bancorp, Inc. PCBI Lebanon OH
PVF Capital Corp. PVFC Bedford Heights OH
Wayne Savings Bancshares, Inc. (MHC) WAYN Wooster OH
Western Ohio Financial Corporation WOFC Springfield OH
Winton Financial Corporation WFI Cincinnati OH
</TABLE>
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David A. Noyes analyzed the relative financial performance and stock
market valuation of Marion Capital and MUTUALFIRST by comparing
certain financial and market trading information of Marion Capital and
of MUTUALFIRST with the Noyes Peer Group. In addition, David A. Noyes
analyzed the relative financial performance of the pro forma combined
company by comparing certain financial information of the pro forma
combined company with the Noyes Peer Group. Historical financial
information used in connection with this analysis was as of, and for
the twelve months ended, March 31, 2000. Market information used in
this analysis was as of May 31, 2000.
Among the financial information compared was (i) return on average
assets, which was 1.17% for Marion Capital, 1.08% for MUTUALFIRST,
1.20% for the pro forma combined company, and an average of .81% and a
median of .80% for the Noyes Peer Group, (ii) return on average
equity, which was 7.20% for Marion Capital, 6.07% for MUTUALFIRST,
6.91% for the pro forma combined company, and an average of 8.25% and
a median of 8.29% for the Noyes Peer Group, (iii) the ratio of market
price to earnings per share for the latest twelve months, which was
10.34x for Marion Capital, 10.77x for MUTUALFIRST, and an average of
12.89x and a median of 11.23x for the Noyes Peer Group, (iv) market
price to book value, which was 71.89% for Marion Capital, 64.69% for
MUTUALFIRST, and an average of 92.85% and a median of 87.63% for the
Noyes Peer Group, and (v) market price to tangible book value, which
was 73.34% for Marion Capital, 65.63% for MUTUALFIRST, and an average
of 95.27% and a median of 89.56% for the Noyes Peer Group.
(b) HISTORICAL EXCHANGE RATIO ANALYSIS. David A. Noyes reviewed the ratio
of the closing prices per share of Marion Capital Common Stock to
MUTUALFIRST Common Stock over various time periods since MUTUALFIRST
common stock began trading on December 30, 1999. The analysis showed
that such ratio ranged from 1.581x to 1.839x (with an average of
1.698x and a median of 1.687x) throughout the period ending May 31,
2000. The foregoing ratios can be compared to the Exchange Ratio of
1.862 shares of MUTUALFIRST Common Stock for each share of Marion
Capital Common Stock.
(c) CONTRIBUTION ANALYSIS. David A. Noyes analyzed the contribution of
each of Marion Capital and MUTUALFIRST to the market capitalization
and certain balance sheet and income statement items for the pro forma
combined company (before adjustments attributable to the merger). The
contribution analysis was as of March 31, 2000 for balance sheet items
and the implied exchange ratios were calculated on the basis of fully
diluted shares outstanding for Marion Capital and MUTUALFIRST as of
March 31, 2000. The analysis produced relative contributions by Marion
Capital to (i) the assets of the pro forma combined company of 26.7%
implying an exchange ratio of 1.562x,and (ii) loans of the pro forma
combined company of 26.9% implying an exchange ratio of 1.578x,and
(iii) deposits of the pro forma combined company of 25.5%, implying an
exchange ratio of 1.468x, and (iv) common equity of the pro forma
combined company of 24.4%, implying an exchange ratio of 1.384x, and
(v) tangible equity of the pro forma combined company of 24.3%,
implying an exchange ratio of 1.377x. The analysis further produced
relative contributions by Marion Capital to the net income available
to common shareholders of the pro forma combined company of 28.0%,
implying an exchange ratio of 1.668x. Furthermore, the market
capitalization of Marion Capital represented a contribution of 26.4%
of pro forma combined market capitalization, implying an exchange
ratio of 1.539x (based on the May 31, 2000 market prices of Marion
Capital Common Stock and MUTUALFIRST Common Stock). The foregoing
analysis indicated a range of implied exchange ratios from 1.377x to
1.668x, and a median implied exchange ratio of 1.539x. The Exchange
Ratio in the merger is 1.862 shares of MUTUALFIRST Common Stock for
each share of Marion Capital Common Stock, which will result in the
Marion Capital Shareholders owning 30.3% of the MUTUALFIRST Common
Stock.
(d) ANALYSIS OF OTHER SIMILAR TRANSACTIONS. David A. Noyes analyzed other
similar transactions in the United States thrift industry announced
during the period from 1998 to May 31, 2000 that it considered
relevant. The similar transactions analyzed were: Fidelity Financial
of Ohio / Glenway Financial Corp., First Place Financial Corp. / FFY
Financial Corp., Hudson River Bancorp / Cohoes Bancorp Inc. This
analysis indicated that the exchange ratio received by shareholders of
a combining entity situated similarly to Marion Capital one day, one
week and one month prior to the public announcement of the transaction
represented a percentage above market value with a range of 4.8% to
12.5%, (13.4%) to
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12.5%, and (1.1%) to 21.6%, respectively, and a median percentage
above market value of 8.9%, 9.6%, and 8.3%, respectively. The Exchange
Ratio received by the Marion Capital Shareholders one day, one week
and one month prior to the public announcement of the merger
represents a percentage above market value of Marion Capital Common
Stock of 20.4%, 12.5%, and 10.6%, respectively.
(e) SUMMARY PRO FORMA ANALYSES. David A. Noyes analyzed the impact of the
merger on certain profitability, capital adequacy and per share data
for the twelve months ending March 31, 2000. This analysis was based
upon internal estimates and assumed realization of expense savings,
revenue enhancements, pre-tax restructuring charges, asset and deposit
dispositions and other merger adjustments at the times and in the
amounts projected by the management of Marion Capital and MUTUALFIRST.
This analysis showed that on a Marion Capital per share equivalent
basis, the merger would have been accretive (i) with respect to fully
diluted earnings per share (excluding non-recurring items and
restructuring charge) by 24.7% and (ii) with respect to tangible book
value per share by 24.7%. This analysis also showed (i) a return on
average assets for the pro forma combined company (excluding non-
recurring items and restructuring charge) of 1.20% compared to 1.17%
for Marion Capital on a stand- alone basis, (ii) a return on average
common equity for the pro forma combined company (excluding non-
recurring items and restructuring charge) of 6.9% compared to 7.2% for
Marion Capital on a stand-alone basis, and (iii) a ratio of total
tangible common equity to total tangible assets for the pro forma
combined company of 17.1% as compared to 15.6% for Marion Capital on a
stand-alone basis.
The foregoing summary does not purport to be a complete description of the
analyses performed by David A. Noyes, but describes the material analyses
performed thereby. In addition, David A. Noyes believes that its analyses must
be considered as a whole and that selecting portions of such analyses and the
factors considered by it, without considering all such analyses and factors,
could create an incomplete view of the process underlying the analyses and the
opinions. The preparation of a financial adviser's opinion is a complex process
involving subjective judgments and is not necessarily susceptible to partial
analyses or summary description. In its analyses, David A. Noyes also took into
account its assessment of general economic, market, and financial conditions and
its experience in similar transactions, as well as its experience in securities
valuation and its knowledge of the banking industry generally. With respect to
the comparative financial and market performance and other similar transactions
analyses summarized above, no public company utilized as a comparison is
identical to Marion Capital or MUTUALFIRST and such analyses necessarily involve
complex considerations and judgments concerning the differences in financial and
operating characteristics of the companies and other factors that could affect
the acquisition or public trading values of the companies concerned. Any
estimates contained in David A. Noyes' analyses are not necessarily indicative
of future results or values, which may be significantly more or less favorable
than such estimates. Estimates of values of companies do not purport to be
appraisals or necessarily reflect the prices at which companies or its
securities actually may be sold. None of the analyses performed by David A.
Noyes were assigned a greater significance by David A. Noyes than any other.
The forecasts and projections reviewed by David A. Noyes in connection with the
rendering of its respective opinions were prepared by the respective management
of Marion Capital and MUTUALFIRST. Neither Marion Capital nor MUTUALFIRST
publicly discloses internal management projections of the type provided to David
A. Noyes in connection with the preparation of its opinions. Such forecasts and
projections were not prepared with a view towards public disclosure. In
addition, such forecasts and projections were based on numerous variables and
assumptions that are inherently uncertain, including, without limitation,
factors related to general economic and competitive conditions. Accordingly,
actual results could vary significantly from those contemplated by such
projections. David A. Noyes has assumed no responsibility for the accuracy of
such information.
Marion Capital has entered into an agreement with David A. Noyes relating to the
financial advisory services being provided by David A. Noyes in connection with
the merger. In such agreement, Marion Capital has agreed to pay David A. Noyes
(a) an initial fee of $17,500, payable upon execution of such agreement (which
has been paid) and (b) a fee of $8,750, payable upon delivery of its preliminary
fairness opinion at the time of signing the definitive agreement (which has been
paid) and (c) a fee of $8,750, payable upon delivery of its fairness opinion and
description for inclusion in the proxy statement related to this transaction.
Marion Capital also has agreed to reimburse David A. Noyes for its reasonable
out-of-pocket expenses incurred in connection with its engagement. Marion
Capital has also agreed to indemnify and hold harmless David A. Noyes, its
officers, directors, employees
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and agents against all claims, losses, actions, judgements, damages or expenses,
including, without limiting the generality of the foregoing, reasonable
attorneys' fees, costs and experts' expenses, arising from or relating to the
advice and recommendations given and/or the services performed pursuant to this
agreement.
Notwithstanding anything set forth above, David A. Noyes shall have no right to
be indemnified or held harmless by Marion Capital, and Marion Capital shall have
no duty to indemnify or hold harmless David A. Noyes, pursuant to the terms of
this agreement if a court having competent jurisdiction shall determine by a
final judgement that the claim, loss, action, judgment, damage, expense, or
liability resulted from the negligence, malfeasance, or recklessness of David A.
Noyes.
ACCOUNTING AND TAX TREATMENT
This summary of the federal income tax consequences of the merger may not
contain all the information that is important to you. It is not a complete
analysis or listing of all potential tax effects of the merger agreement; it
does not address tax consequences to persons subject to special treatment under
tax laws (such as dealers in securities, banks, insurance companies, tax-exempt
organizations, non-United States persons and shareholders who acquired their
shares as compensation); and it does not address the tax laws of any state,
local or foreign jurisdiction. It is based upon the Internal Revenue Code,
treasury regulations and administrative rulings and court decisions as of the
date of this document, all of which are subject to change. Marion Capital
shareholders should consult their tax advisors as to the particular effect of
their own particular facts and circumstances on the federal income tax
consequences of the merger to them, and also as to the effect of any state,
local, foreign and other federal tax laws.
The merger will be treated as a purchase under generally accepted accounting
principles. Under current federal income tax law, based upon assumptions and
representations made by MUTUALFIRST and Marion Capital, and assuming that the
merger is consummated in the manner set forth in the merger agreement, it is
anticipated that the following federal income tax consequences would result:
o the merger will qualify as a reorganization under Section 368(a) of
the Internal Revenue Code;
o no gain or loss will be recognized by MUTUALFIRST or Marion Capital as
a result of the merger;
o no gain or loss will be recognized by any Marion Capital shareholder
upon the exchange of Marion Capital common stock solely for
MUTUALFIRST common stock in the merger;
o the aggregate tax basis of MUTUALFIRST common stock received will be
the same as the basis of the Marion Capital common stock surrendered
in exchange (subject to any adjustments required as the result of
receipt of cash in lieu of a fractional share interest in MUTUALFIRST
common stock);
o the holding period of the shares of MUTUALFIRST common stock received
will include the holding period of the Marion Capital common stock
surrendered in exchange, provided that the surrendered shares of
Marion Capital common stock were held as a capital asset at the time
of the merger; and
o cash received in the merger in lieu of a fractional share interest
will be treated as having been received as a distribution in full
payment in exchange for the fractional share interest, and will
qualify as capital gain or loss (assuming the Marion Capital common
stock surrendered in exchange was held as a capital asset by the
shareholder at the time of the merger).
CORPORATE STRUCTURE AFTER THE MERGER
The merger will combine MUTUALFIRST and Marion Capital into a single company
under the name "MUTUALFIRST Financial, Inc." We also plan to merge Marion
Capital's savings bank subsidiary into MUTUALFIRST's savings bank subsidiary.
MUTUALFIRST has also agreed, as part of the merger agreement, to add four of
Marion Capital's directors to the MUTUALFIRST and Mutual Federal boards of
directors immediately upon completion of the merger.
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REGULATORY MATTERS
MUTUALFIRST and Marion Capital are subject to regulation and supervision by the
Office of Thrift Supervision as savings and loan holding companies. Mutual
Federal Savings Bank and First Federal Savings Bank of Marion are both federally
chartered savings banks regulated by the Office of Thrift Supervision and the
Federal Deposit Insurance Corporation. The merger of Marion Capital and its
subsidiary bank with and into MUTUALFIRST and its subsidiary bank must be
approved by the Office of Thrift Supervision. An application for this approval
has been filed and is currently pending. In its review, the Office of Thrift
Supervision will evaluate, among other things, the financial and managerial
resources of the parties, the convenience and needs of the communities to be
served and the performance of the subsidiary banks under the Community
Reinvestment Act.
Federal law prohibits the approval of a merger if it would result in a monopoly
or be in furtherance of any combination or conspiracy to monopolize or to
attempt to monopolize the business of banking in any part of the United States,
or if its effect in any section of the country may be substantially to lessen
competition or to tend to create a monopoly, or if it would in any other manner
result in a restraint of trade, unless the anti-competitive effects of the
proposed merger are clearly outweighed in the public interest by the probable
effect of the transaction in meeting the convenience and needs of the
communities to be served.
The subsidiary bank merger may not be consummated for a period of 30 days after
receipt of the final approval of the Office of Thrift Supervision, unless no
adverse comment has been received from the Department of Justice, in which case
the merger may be consummated on or after the 15th day after such final
approval.
THE MERGER CANNOT PROCEED IN THE ABSENCE OF THE REQUISITE REGULATORY APPROVALS.
THERE CAN BE NO ASSURANCE THAT ALL REGULATORY APPROVALS WILL BE OBTAINED OR THE
DATES OF THOSE APPROVALS. THERE CAN ALSO BE NO ASSURANCE THAT REGULATORY
APPROVALS RECEIVED WILL NOT CONTAIN A CONDITION OR REQUIREMENT THAT CAUSES SUCH
APPROVALS TO FAIL TO SATISFY THE CONDITIONS SET FORTH IN THE MERGER AGREEMENT.
SEE "THE MERGER -- WHAT WE MUST DO TO COMPLETE THE MERGER."
OBLIGATIONS OF MUTUALFIRST AFTER THE MERGER
If the merger is completed:
o MUTUALFIRST must indemnify former officers, directors and employees of
Marion Capital and its subsidiaries for a period of six years.
o MUTUALFIRST must provide employment benefits to persons who were
employees of Marion Capital or its subsidiaries immediately prior to
the merger.
o MUTUALFIRST must honor all existing plans and agreements between
Marion Capital and its directors, officers and employees, except to
the extent modified by the merger agreement.
You can find the details of these obligations in Sections 6.12 and 6.13 of
Appendix A. See also "The Merger -- Interests of Directors and Officers in the
Merger that are Different from Your Interests" on pages __ and __.
WHAT WE MUST DO TO COMPLETE THE MERGER
To complete the merger we must:
o Obtain approvals from the shareholders of both companies.
o Obtain regulatory approvals (without burdensome conditions) from the
Office of Thrift Supervision.
o Notify Nasdaq Stock Market of the listing of MUTUALFIRST shares to be
issued in the merger.
o Avoid any material adverse effect on either of our companies.
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o Avoid any breach of our representations and warranties.
o Fulfill our obligations under the merger agreement.
o Exchange customary documents at closing.
You can find details of the conditions to the merger in Article VII of Appendix
A. We cannot guarantee that all of these conditions will be satisfied or waived.
INTERESTS OF DIRECTORS AND OFFICERS IN THE MERGER THAT ARE DIFFERENT FROM YOUR
INTERESTS
In considering the recommendation of the board of directors of Marion Capital to
vote for the proposal to approve the merger agreement, shareholders of Marion
Capital should be aware that members of Marion Capital's management and the
Marion Capital board of directors may have interests in the merger that are in
addition to, or different from the interests of Marion Capital shareholders. The
Marion Capital board of directors was aware of these interests and considered
them in approving the merger agreement.
BOARD AND MANAGEMENT POSITIONS. Following the completion of the merger,
MUTUALFIRST and Mutual Federal Savings Bank will each increase their respective
boards to 11 members, of which four members will be from Marion Capital. These
directors will receive the customary board fees and retainers.
The merger agreement also provides, upon completion of the merger that Steven L.
Banks, Chief Executive Officer of Marion Capital, will serve as a Senior Vice
President and Chief Operating Officer - Marion Region of Mutual Federal Savings
Bank, and that Larry G. Phillips, Senior Vice President, Secretary and Treasurer
of Marion Capital will serve as Vice President of Mutual Federal Savings Bank.
EXISTING AND NEW EMPLOYMENT AGREEMENTS. As a consequence of the proposed change
in control of Marion Capital contemplated by the merger agreement, Mr. Banks is
entitled to receive certain payments from Marion Capital in connection with the
merger as a result of an employment agreement between Mr. Banks and Marion
Capital and First Federal Savings Bank of Marion dated January 19, 2000.
It has been agreed that this employment agreement will be terminated upon
completion of the merger. In consideration of this termination, Mr. Banks will
be paid an amount equal to the lesser of : (i) the amount payable to him under
the employment agreement if he was terminated following a "change in control,"
as defined in the employment agreement; or (ii) 299% of Mr. Banks' base amount
of compensation as determined under Section 280(G) of the Internal Revenue Code,
as amended, less the value of any other payments that are deemed "parachute
payments" under Section 280(G). It is anticipated that Mr. Banks will receive a
lump sum cash payment of approximately $______ upon termination of this
agreement.
Mr. Banks will also enter into a new employment agreement substantially similar
to his existing employment agreement with Mutual Federal Savings Bank,
guaranteed by MUTUALFIRST providing for Mr. Banks' service as Senior Vice
President and Chief Operating Officer - Marion Region of Mutual Federal Savings
Bank at an annual base salary equal to his then current annual salary plus
annual director's fees paid to outside directors of MUTUALFIRST.
Mr. Phillips also has an employment agreement with Marion Capital, dated January
19, 2000, which will be terminated upon completion of the merger. Mr. Phillips
will receive the amount due to him pursuant to any existing non-qualified
deferred compensation agreements sponsored by Marion Capital, to the extent
these payments will not be "excess parachute payments" under Section 280(G). It
is anticipated that this amount will be approximately $________. Mr. Phillips
will also enter into a new employment agreement for a two year term at a salary
of $80,000 per year.
DEFERRED COMPENSATION PLANS. All existing deferred compensation plans of Marion
Capital, except as discussed below, are intended to be terminated upon
completion of the merger, subject to obtaining necessary consents from
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the beneficiaries under those agreements which include all of the current
directors and executive officers of Marion Capital. Distribution of the present
value of each participant's fully vested benefit will be made in lump sum cash
payments. The deferred compensation plans maintained for Mr. Banks and Mr.
McVicker will be continued after the merger and amended to provide continued
accrual of benefits during periods these individuals serve as directors and/or
advisory directors. To the extent other participants choose not to consent to
termination, other deferred compensation plans may also continue in effect as
currently structured. Some of those require the creation of a secular trust at
the Effective Time of the merger.
According to his Executive Shareholder Benefit Plan, Mr. Banks will be entitled
to receive full payment of the present value of his survivor's benefit if his
employment is involuntarily terminated without cause or due to death or
disability. According to their Directors Shareholder Benefit Plans, Messrs.
Banks and McVicker will be entitled to receive the full payment of their
survivor's benefit if they cease service as a director or advisory director of
Mutual Federal Savings Bank because they are not nominated or appointed by
Mutual Federal Savings Bank or MUTUALFIRST fails to elect them for reasons other
than cause, or if their service terminates because of death or disability. No
payment will be required if they do not seek to be renominated or appointed.
Indemnification and Insurance. For a period of six years following the effective
date of the merger, MUTUALFIRST has agreed to indemnify, defend and hold
harmless those directors, officers and employees of Marion Capital or any of its
subsidiaries who held such positions prior to the completion of the merger
against all expenses, judgments, fines, losses, claims, damages or liabilities
arising from acts or omissions occurring at or before the effective date of the
merger, to the fullest extent permitted by Indiana law and to the extent of
Marion Capital's obligations under its articles of incorporation and code of
bylaws as in effect as of the date of the merger agreement.
MUTUALFIRST has also agreed that, for a period of three years from the effective
date of the merger, it will use its reasonable best efforts to provide
directors' and officers' insurance for the present and former officers and
directors of Marion Capital with respect to claims arising from facts or events
occurring prior to the effective date. The insurance provided by MUTUALFIRST
must contain at least the same coverage amounts with terms and conditions no
less advantageous than Marion Capital's current policy; provided, however, that
MUTUALFIRST is not required to expend more than 150% of the current amount
expended by Marion Capital to maintain or obtain that insurance coverage in
2000. If MUTUALFIRST cannot maintain or obtain the required insurance coverage
within the 150% limit, it is required to use its reasonable best efforts to
obtain as much comparable insurance as is available for that amount. Finally, if
MUTUALFIRST merges into or consolidates with any other entity or sells
substantially all its assets to another entity, MUTUALFIRST must cause its
successors or assigns to assume these indemnification and insurance obligations.
OTHER PROVISIONS OF THE MERGER AGREEMENT
Although the completion of the merger requires shareholder approval, many
provisions of the merger agreement became effective immediately upon its
signing. Your vote was not required to make these provisions binding obligations
of MUTUALFIRST and Marion Capital.
REPRESENTATIONS AND WARRANTIES. Each party has made representations and
warranties to the other party with respect to various matters, including its
financial statements, capital structure, business, loans, investments,
regulatory filings and benefit plans. These representations and warranties must
be true and correct upon both signing of the merger agreement and the completion
of the merger. A party can terminate the merger agreement if the other party's
representations and warranties are not true and correct, resulting in a material
adverse effect on that other party. If the merger is completed, or if the merger
agreement is terminated for some unrelated reason, the representations and
warranties become void. You can find details of these obligations in Article V
of Appendix A.
COOPERATION AND CONDUCT OF BUSINESS. Each party has agreed to cooperate in
completing the merger and to avoid extraordinary transactions between the
signing of the merger agreement and the completion of the merger. These
provisions become void if the merger is completed. These provisions also become
void if the merger agreement is terminated, except for those related to
confidentiality, joint press releases, breakup fees and shared expenses. You can
find details of these obligations in Articles IV and VI of Appendix A.
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WAIVER AND AMENDMENT. Section 9.02 of Appendix A allows either party to extend
the time for the performance of any obligation by the other party, and to waive
(to the extent permitted by law) any condition or obligation of the other party.
Section 9.02 allows the boards of the parties to amend the merger agreement,
except that after approval by Marion Capital's shareholders, the merger
consideration cannot be decreased if the decrease would violate Indiana law.
TERMINATION. The merger agreement may be terminated by mutual agreement of the
parties (even after shareholder approval), or by a non-breaching party under any
of the following circumstances:
o In response to a material breach which is not cured within 30 days.
o If any required regulatory or shareholder approval is not obtained.
o If the merger is not completed by February 28, 2001.
The merger agreement may also be terminated by either party if the other party's
board of directors at any time prior to that other party's shareholder meeting,
fails to unanimously recommend approval of the merger agreement to its
shareholders, or adversely changes its recommendation with respect to the
interest of the terminating party.
You can find details of the termination provisions in Article VIII of Appendix
A.
TERMINATION FEES
To increase the likelihood that the merger will be completed, and to discourage
other persons who may be interested in combining with either party, MUTUALFIRST
and Marion Capital have each agreed to pay the other a termination fee of
$975,000 upon the happening of certain events. These termination fees are
intended to make it more likely that the merger will be completed on the agreed
terms and to compensate a party for its efforts and costs in case the merger is
not completed. A termination fee will be payable to one party by the other party
if:
o the other party's shareholders' meeting does not take place;
o the board of directors of the other party does not recommend approval
of the merger agreement; or
o the board of directors of the other party adversely changes its
favorable recommendation to its shareholders regarding approval of the
merger agreement and the other party's shareholders fail to approve
the merger agreement, so long as the first party is not then in
material breach of the merger agreement. A breakup fee will also be
payable to one party if a tender offer, exchange offer, merger
proposal or other similar proposal or offer to acquire all or
substantially all of the assets, deposits or equity security of the
other party is made by a third party before that party's shareholders'
meeting and that party's shareholders fail to approve the merger
agreement, so long as the first party is not then in material breach
of the merger agreement.
The termination fees may therefore discourage proposals for alternative business
combinations, even if a third party were prepared to offer MUTUALFIRST or Marion
Capital more favorable terms. The breakup fees are discussed in Sections 6.17
and 6.18 of Appendix A.
EXCHANGE OF CERTIFICATES
We will appoint an exchange agent to handle the exchange of Marion Capital stock
certificates for MUTUALFIRST stock certificates and the payment of cash for any
fractional share. Promptly after the merger is completed, the exchange agent
will send to each holder of Marion Capital common stock a letter of transmittal
for use in the exchange and instructions explaining how to surrender Marion
Capital certificates to the exchange agent. Holders of Marion Capital common
stock that surrender their certificates to the exchange agent, together with a
properly completed letter of transmittal, will receive the appropriate merger
consideration. Upon the effective date of the merger, holders of Marion Capital
common stock will cease to have any rights as shareholders of Marion Capital
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except to receive any dividends or distributions declared by Marion Capital, but
not yet paid as of the effective date of the merger. Holders of unexchanged
shares of Marion Capital common stock will not be entitled to receive any
dividends or other distributions payable by MUTUALFIRST after the effective time
of the merger until their certificates are surrendered. However, when those
certificates are surrendered for shares of MUTUALFIRST common stock, any unpaid
dividends or distributions will be paid, without interest.
Marion Capital common stock certificates should not be returned with the
enclosed proxy and should not be forwarded to the exchange agent until you
receive the transmittal form.
MUTUALFIRST stock certificates will not be exchanged as part of the merger.
RESALES OF MUTUALFIRST COMMON STOCK BY AFFILIATES OF MARION CAPITAL
The shares of MUTUALFIRST common stock to be issued in the merger will be
registered under the Securities Act and will be freely transferable under the
Securities Act, except for shares issued to any shareholder who may be deemed to
be an "affiliate" of Marion Capital for purposes of Rule 145 under the
Securities Act as of the date of the Marion Capital special meeting. Affiliates
of Marion Capital may not sell their shares of MUTUALFIRST common stock acquired
in the merger except pursuant to an effective registration statement under the
Securities Act covering those shares or in compliance with Rule 145 or another
applicable exemption from the registration requirements of the Securities Act.
Persons who may be deemed to be affiliates of Marion Capital generally include
individuals or entities that control, are controlled by or are under common
control with Marion Capital, and may include certain officers and directors of
Marion Capital as well as certain principal shareholders of Marion Capital.
DISSENTERS' RIGHTS
Indiana law does not grant dissenters' rights to the shareholders of Marion
Capital, and Maryland law does not grant dissenters' rights to the shareholders
of MUTUALFIRST, in connection with the merger.
MUTUALFIRST BOARD OF DIRECTORS AFTER THE MERGER
Pursuant to the merger agreement, following the consummation of the merger the
boards of directors of MUTUALFIRST and Mutual Federal Savings Bank will be
increased to eleven members, and MUTUALFIRST will cause four current directors
of Marion Capital, Steven L. Banks, John M. Dalton, Jerry D. McVicker and Jon R.
Marler to be elected to the boards. Information regarding the business
experience of the individuals that we expect will comprise the boards of
directors of MUTUALFIRST and Mutual Federal Savings Bank is set forth below.
LINN A. CRULL. Mr. Crull, age 44, has been a director of Mutual Federal Savings
Bank since 1997. Mr. Crull is a Certified Public Accountant and a member of the
accounting firm of Whitinger & Company, L.L.C., Muncie, Indiana, since 1979.
WILBUR R. DAVIS. Mr. Davis, age 45, is the Chairman of the Boards of Directors
of MUTUALFIRST and Mutual Federal Savings Bank. Mr. Davis has been a director of
Mutual Federal Savings Bank since 1991 and is the President and co-founder of
Ontario Systems Corporation, a computer software company located in Muncie,
Indiana, since 1980.
EDWARD J. DOBROW. Mr. Dobrow, age 53, has been a director of Mutual Federal
Savings Bank since 1988. Mr. Dobrow has served as the President of Dobrow
Industries, a scrap metal processing company located in Muncie, Indiana, since
1981.
31
<PAGE>
WILLIAM V. HUGHES. Mr. Hughes, age 52, has been a director of Mutual Federal
Savings Bank since 1999. Mr. Hughes is a partner in the law firm of Beasley &
Gilkison, L.L.P., which is based in Muncie, Indiana. Beasley & Gilkison serves
as general counsel to Mutual Federal Savings Bank.
R. DONN ROBERTS. Mr. Roberts, age 61, has served as the President and Chief
Executive Officer of MUTUALFIRST since its inception in 1999. Mr. Roberts has
been a director and President of Mutual Federal Savings Bank since 1985, and has
been employed by Mutual Federal in various other capacities since 1965.
JAMES D. ROSEMA. Mr. Rosema, age 53, has been a director of Mutual Federal
Savings Bank since 1998. Mr. Rosema is the President of Rosema Corporation, an
interior finishing company located in Muncie and Fort Wayne, Indiana. He has
served in this position since 1972.
JULIE A. SKINNER. Ms. Skinner, age 59, is the Vice Chairman of the Boards of
Directors of MUTUALFIRST and Mutual Federal Savings Bank. She has served on the
Mutual Federal Board since 1986. Ms. Skinner is active in many civic
organizations and is the co-founder of the Muncie Children's Museum. Ms. Skinner
is also a member of the Delaware Advancement Committee and the Community
Foundation Board.
STEVEN L. BANKS. Mr. Banks, age 50, has been President and Chief Executive
Officer of Marion Capital and First Federal Savings Bank of Marion since April,
1999. Mr. Banks also became Vice Chairman of Marion Capital and First Federal
Savings Bank of Marion in January 1999. Before joining Marion Capital, Mr. Banks
served as President and Chief Executive Officer of Fidelity Federal Savings
Bank, Marion, Indiana since prior to 1991.
JOHN M. DALTON. Mr. Dalton, age 66, has served as Chairman of Marion Capital and
First Federal Savings Bank of Marion since July, 1997. He retired as President
and Chief Executive Officer of Marion Capital and First Federal Savings Bank of
Marion in March 1999 having served in those positions since February, 1996.
JON R. MARLER. Mr. Marler, age 50, has served as a director of Marion Capital
since 1997. Mr. Marler has served as President of Carico Systems, a distributor
of heavy duty wire containers and material handling carts in Fort Wayne,
Indiana, since April 1999. Before joining Carico Systems, Mr. Marler served as
Senior Vice President of Ralph M. Williams and Associates, a real estate
developer located in Marion, Indiana. He also has served as President of Empire
Real Estate and Development, Inc., a commercial real estate developer located in
Marion, Indiana, since 1989.
JERRY D. MCVICKER. Mr. McVicker, age 55, became a director of Marion Capital in
1996. Mr. McVicker has served as Director of Operations for Marion Community
Schools (education) since April, 1996.
32
<PAGE>
COMPARATIVE STOCK PRICES AND DIVIDEND INFORMATION
MUTUALFIRST common stock and Marion Capital common stock are traded on the
Nasdaq Stock Market (symbols: MFSF and MARN, respectively). The following table
sets forth the reported high and low sales prices of shares of MUTUALFIRST
common stock and Marion Capital common stock, as reported on the Nasdaq Stock
Market, and the quarterly cash dividends per share declared, in each case for
the periods indicated based on MUTUALFIRST's December 31 fiscal year end.
<TABLE>
<CAPTION>
MUTUALFIRST Marion Capital
Common Stock(1) Common Stock
---------------------------------- ----------------------------------
High Low Dividends High Low Dividends
-------- ------- --------- -------- ------- ---------
<S> <C> <C> <C> <C> <C> <C>
1998
First Quarter........................ $--- $--- $--- $29.00 $25.875 $ .22
Second Quarter....................... --- --- --- 29.50 28.00 .22
Third Quarter........................ --- --- --- 29.50 22.25 .22
Fourth Quarter....................... --- --- --- 23.75 17.875 .22
1999
First Quarter........................ --- --- --- 22.75 19.75 .22
Second Quarter....................... --- --- --- 21.50 20.0625 .22
Third Quarter........................ --- --- --- 20.75 17.4375 .22
Fourth Quarter....................... 9.75 9.625 --- 18.875 14.375 .22
2000
First Quarter........................ 9.625 8.75 .07 16.00 15.125 .22
Second Quarter....................... 12.00 8.938 .07 21.00 15.125 .22
Third Quarter........................ 13.75 11.25 .07
-------------
<FN>
(1) The MUTUALFIRST common stock started trading in December 1999.
</FN>
</TABLE>
The timing and amount of future dividends will depend upon earnings, cash
requirements, the financial condition of MUTUALFIRST and its subsidiaries,
applicable government regulations and other factors the MUTUALFIRST board
considers relevant. The dividend policies on the MUTUALFIRST common stock are
subject to the discretion of the MUTUALFIRST board of directors. The merger
agreement provides that Marion Capital will not pay a dividend other than a
quarterly cash dividend not to exceed $.22 per share, and MUTUALFIRST will not
pay a dividend other than a quarterly cash dividend not to exceed $.07 per
share, prior to completion of the merger without the other party's consent.
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
The following unaudited pro forma condensed combined financial statements (pro
forma financial statements) are based on the historical financial statements of
MUTUALFIRST and Marion Capital and have been prepared to illustrate the effect
of the merger. Consummation of the merger is subject to a number of conditions,
and no assurance can be given that the merger will be consummated on the
currently anticipated terms, or at all.
The following unaudited pro forma condensed combined balance sheet as of June
30, 2000 is based on the unaudited historical consolidated balance sheet of
MUTUALFIRST and the audited historical consolidated balance sheet of Marion
Capital at that date, assuming that the merger had been consummated on June 30,
2000 and accounted for using the purchase method of accounting.
The unaudited pro forma condensed combined income statement reflects the
combination of the historical results of operations of MUTUALFIRST for the year
ended December 31, 1999 and of Marion Capital for the twelve months ended
December 31, 1999, as well as for the six months ended June 30, 2000 for both
companies.
33
<PAGE>
The unaudited pro forma condensed combined income statements give effect to the
merger using the purchase method of accounting and assume that (1) the merger
occurred as of the beginning of the period presented, and (2) the amount of
initial negative goodwill equaled the amount reflected in the unaudited pro
forma condensed combined balance sheet as of June 30, 2000.
These pro forma financial statements should be read in conjunction with the
historical financial statements and related notes of MUTUALFIRST and Marion
Capital incorporated by reference in this joint proxy statement/prospectus.
As noted above, the merger will be accounted for using the purchase method of
accounting. Accordingly, the MUTUALFIRST common stock issued to the Marion
Capital shareholders will be measured based upon the average closing market
price of MUTUALFIRST's common stock before, after and including the date of the
merger announcement. In addition, the pro forma adjustments made for the purpose
of preparing the pro forma financial statements are based upon certain
assumptions and estimates regarding the amount of negative goodwill (which
represents the excess of the fair value of the net assets acquired over the
total acquisition cost) which will arise from the merger and the period over
which such negative goodwill will be accreted. The actual negative goodwill
arising from the merger will be based on the excess of the fair value of the net
assets acquired over the total acquisition cost, based on fair value estimates
and other information determined as of the date the merger is consummated. For
purposes of the pro forma financial statements, the fair value of Marion
Capital's assets and liabilities was estimated based upon information available
as of June 30, 2000. The actual fair value adjustments to the assets and
liabilities of Marion Capital will be made on the basis of appraisals and
evaluations that will be made as of the date the merger is consummated and may,
therefore, differ significantly from those reflected in these pro forma
financial statements. In the opinion of MUTUALFIRST's management, the estimates
used in the preparation of these pro forma financial statements are reasonable
under the circumstances.
The combined company expects to achieve benefits from the merger including
operating cost savings and revenue enhancements. The pro forma earnings set
forth in this section do not reflect any potential cost savings or revenue
enhancements which are expected to result from the combination of operations of
MUTUALFIRST and Marion Capital and, accordingly, may not be indicative of the
results of future operations. No assurances can be given with respect to the
ultimate level of cost savings or revenue enhancements to be realized. As a
result, the unaudited pro forma condensed combined income statement is not
necessarily indicative of either the results of operations that would have
occurred had the merger been effective at the beginning of the respective period
or of future results of the combined company.
34
<PAGE>
<TABLE>
<CAPTION>
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET AS OF JUNE 30, 2000
Marion Pro Forma Footnote Pro Forma
MUTUALFIRST Capital Adjustments Reference Combined
------------ ----------- ------------ --------- -------------
<S> <C> <C> <C> <C> <C>
Assets
Cash $ 16,485,222 $ 3,064,789 $ (197,500) (a) $ 19,352,511
Interest-bearing deposits 1,102,396 3,480,337 --- 4,582,733
------------ ------------ ------------ -------------
Cash and cash equivalents 17,587,618 6,545,126 (197,500) 23,935,244
Available for sale 31,818,789 2,975,750 --- 34,794,539
Held to maturity 11,683,979 --- --- 11,683,979
------------ ------------ ------------ -------------
Total investment securities 43,502,768 2,975,750 --- 46,478,518
Loans 467,989,840 167,260,211 (660,000) (d) 634,590,051
Allowance for loan losses (3,342,342) (2,282,634) --- (5,624,976)
Net loans 464,647,498 164,977,577 (660,000) 628,965,075
Premises and equipment 7,819,134 1,694,771 (1,641,454) (e) 7,872,451
Federal Home Loan Bank of Indianapolis
stock, at cost 5,338,500 1,654,900 --- 6,993,400
Investment in limited partnerships 5,135,738 3,941,675 (3,817,670) (f) 5,259,743
Cash surrender value of life insurance 11,088,611 11,422,443 --- 22,511,054
Core deposit intangibles and goodwill 1,359,112 601,789 (601,789) (h) 1,359,112
Other assets 9,493,879 5,052,893 1,253,977 (g) 16,930,749
1,130,000 (g)
------------ ------------ ------------ ------------
Total assets $565,972,858 $198,866,924 $ (4,534,436) $760,305,346
============ ============ ============ ============
Liabilities
Deposits $392,776,847 $130,683,323 $ (1,507,000) (d) $521,953,170
FHLB advances 64,767,011 29,008,495 (603,000) (d) 93,172,506
Other borrowings 1,706,996 2,825,560 (843,000) (d) 3,689,556
Other liabilities 7,699,777 4,564,348 2,655,000 (c) 14,919,125
------------ ------------ ------------ ------------
Total liabilities 466,950,631 167,081,726 (298,000) 633,734,357
------------ ------------ ------------ ------------
Stockholders' Equity
Preferred stock
Common stock 58,196 8,107,140 (8,081,729) (a) 83,607
Additional paid-in capital 56,732,884 --- 27,523,351 (a) 84,256,235
Retained earnings 46,909,107 23,673,789 (23,673,789) (a) 46,909,107
Accumulated other comprehensive income (loss) (387,174) 4,269 (4,269) (a) (387,174
Unearned ESOP shares (4,290,786) --- --- (4,290,786
------------ ------------ ------------ ------------
Total shareholders' equity 99,022,227 31,785,198 (4,236,436) 126,570,989
------------ ------------ ------------ ------------
Total liabilities and
shareholders' equity $565,972,858 $198,866,924 $ (4,534,436) $760,305,346
============ ============ ============ ============
</TABLE>
See accompanying notes to unaudited pro forma condensed combined financial
statements.
35
<PAGE>
<TABLE>
<CAPTION>
UNAUDITED PRO FORMA CONDENSED COMBINED INCOME STATEMENT FOR THE
TWELVE MONTHS ENDED DECEMBER 31, 1999
Marion Pro Forma Footnote Pro Forma
MUTUALFIRST Capital Adjustments Reference Combined
------------ ----------- ------------ --------- -------------
<S> <C> <C> <C> <C> <C>
Interest income:
Loans receivable, including fees $32,739,166 $14,166,273 $ 146,500 (i) $47,051,939
Trading account securities 66,535 --- --- 66,535
Investment securities:
Federal Home Loan Bank stock 317,938 93,509 --- 411,447
Other investments 1,526,993 192,303 --- 1,719,296
Deposits with financial institutions 160,812 262,318 --- 423,130
----------- ----------- --------- -----------
Total interest income 34,811,444 14,714,403 146,500 49,672,347
----------- ----------- --------- -----------
Interest expense:
Deposits 15,854,093 6,539,939 639,000 (j) 23,033,032
FHLB advances 3,350,567 1,019,309 158,000 (k) 4,527,876
Other interest expense 37,598 --- 185,000 (l) 222,598
----------- ----------- --------- -----------
Total interest expense 19,242,258 7,559,248 982,000 27,783,506
----------- ----------- --------- -----------
Net interest income 15,569,186 7,155,155 (835,500) 21,888,841
Provision for loan losses 760,000 669,022 --- 1,429,022
----------- ----------- --------- -----------
Net interest income after provision for loan losses 14,809,186 6,486,133 (835,500) 20,459,819
----------- ----------- --------- -----------
Other income:
Service fee income 1,728,487 251,000 --- 1,979,487
Net realized gains on sales of
available-for-sale securities 32,326 --- --- 32,326
Net trading account loss (189,741) --- --- (189,741)
Equity in losses of limited partnerships (11,702) (417,000) 95,400 (f) (333,302)
Commissions 486,706 191,926 ---
678,632
Increase in cash surrender value of life
insurance 490,957 967,450 --- 1,458,407
Other income 314,817 577,371 --- 892,188
----------- ----------- --------- -----------
Total other income 2,851,850 1,570,747 95,400 4,517,997
----------- ----------- --------- -----------
Other expenses:
Salaries and employee benefits 7,235,933 2,829,929 --- 10,065,862
Net occupancy expenses 655,494 271,151 (100,000) (e) 826,645
Equipment expenses 829,058 141,465 (90,000) (e) 880,523
Data processing fees 472,621 313,041 --- 785,662
Advertising and promotion 412,604 79,935 --- 492,539
Charitable contributions 4,569,937 15,000 --- 4,584,937
Other expenses 2,501,003 1,223,728 (101,000) (h) 3,623,731
----------- ----------- --------- -----------
Total other expenses 16,676,650 4,874,249 (291,000) 21,259,899
----------- ----------- --------- -----------
Income before income tax 984,386 3,182,631 (449,100) 3,717,917
Income tax expense 138,004 634,821 (215,600) (m) 557,225
----------- ----------- --------- -----------
Net income $ 846,382 $ 2,547,810 $ (233,500) $ 3,160,692
=========== =========== ========== ===========
Basic earnings per share (*) $1.77 (*)
Diluted earnings per share (*) $1.76 (*)
</TABLE>
(*) Earnings per share will be computed based upon the weighted average common
shares outstanding during the periods subsequent to Mutual Federal Savings
Bank's conversion to a stock savings bank on December 29, 1999. Net income
per share for the periods prior to the conversion are not meaningful.
See accompanying notes to unaudited pro forma condensed combined financial
statements.
36
<PAGE>
<TABLE>
<CAPTION>
Unaudited Pro Forma Condensed Combined Income Statement for the Six Months Ended June
30, 2000
Marion Pro Forma Footnote Pro Forma
MUTUALFIRST Capital Adjustments Reference Combined
------------ ----------- ------------ --------- -------------
<S> <C> <C> <C> <C> <C>
Interest income:
Loans receivable, including fees $17,743,917 $7,095,042 $ 73,250 (i) $24,912,209
Trading account securities 8,192 --- --- 8,192
Investment Securities
Federal Home Loan Bank stock 212,373 63,786 --- 276,159
Other investments 1,434,352 91,917 --- 1,526,269
Deposits with financial institutions 22,533 111,915 --- 134,448
----------- ---------- -------- -----------
Total interest income 19,421,367 7,362,660 73,250 26,857,277
----------- ---------- -------- -----------
Interest expense:
Deposits 7,952,634 3,096,448 319,500 (j) 11,368,582
FHLB advances 1,763,097 890,841 79,000 (k) 2,732,938
Other interest expense 5,497 --- 92,500 (l) 97,997
----------- ---------- -------- -----------
Total interest expense 9,721,228 3,987,289 491,000 14,199,517
----------- ---------- -------- -----------
Net interest income 9,700,139 3,375,371 (417,750) 12,657,760
Provision for loan losses 342,500 36,501 379,001
----------- ---------- -------- -----------
Net interest income after provision for loan losses 9,357,639 3,338,870 (417,750) 12,278,759
----------- ---------- -------- -----------
Other income:
Service fee income 988,489 152,688 --- 1,141,177
Net trading account profit 25,116 --- --- 25,116
Equity in losses of limited partnerships (90,707) (419,000) 47,700 (f) (462,007)
Commissions 298,907 106,451 --- 405,358
Increase in cash surrender value of life insurance 281,655 206,629 --- 488,284
Other income 230,872 127,616 --- 358,488
----------- ---------- -------- -----------
Total other income 1,734,332 174,384 47,700 1,956,416
----------- ---------- -------- -----------
Other expenses:
Salaries and employee benefits 3,657,573 1,359,818 --- 5,017,391
Net occupancy expenses 351,414 123,342 (50,000) (e) 424,756
Equipment expenses 382,226 70,204 (45,000) (e) 407,430
Data processing fees 252,844 165,697 ---
418,541
Advertising and promotion 225,864 33,979 --- 259,843
Other expenses 1,606,964 622,312 (50,500) (h) 2,178,776
----------- ---------- -------- -----------
Total other expenses 6,476,885 2,375,352 (145,500) 8,706,737
----------- ---------- -------- -----------
Income before income tax 4,615,086 1,137,902 (224,550) 5,528,438
Income tax expense 1,539,000 198,348 (107,800) (m) 1,629,548
----------- ---------- --------- -----------
Net income $ 3,076,086 $ 939,554 $(116,750) $ 3,898,890
=========== ========== ========= ===========
Basic earnings per share $0.57 $0.69 $0.49
Diluted earnings per share $0.57 $0.69 $0.49
</TABLE>
See accompanying notes to unaudited pro forma condensed combined financial
statements.
37
<PAGE>
PRO FORMA FINANCIAL FOOTNOTES
(a) To reflect the issuance of 2,541,062 shares of MUTUALFIRST common stock to
holders of Marion Capital stock, elimination of capital accounts of Marion
Capital and acquisition expenses.
(b) To record a deferred credit for the unallocated excess of total values
assigned to the net assets acquired over the purchase price (negative
goodwill), if any. The purchase price allocation is summarized as follows:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Purchase price paid as:
Common stock, net of registration costs $27,418,762
Fair value of Marion Capital Holdings options
exchanged for MUTUALFIRST options
130,000
Acquisition expenses 197,500
-----------
27,746,262
Allocated to:
Historical book value of Marion's assets and liabilities $31,785,198
Adjustments:
Eliminate existing goodwill (601,789)
Transaction fee due to KBW (280,000)
Professional fees (125,000)
Pre-tax costs of severing employment contracts
and deferred compensation plans (2,250,000)
Tax benefit on above adjustments (excluding non-
deductible fee due to KBW and professional fees) 1,130,000
Adjusted book value of Marion's assets and liabilities ----------- $29,658,409
Adjustments to step-up assets and liabilities to fair value:
Loans (660,000)
Deposits 1,507,000
Federal Home Loan Bank advances 603,000
Note payable 843,000
Deferred taxes 1,253,977
Allocation of a portion of the negative goodwill to
premises and equipment (1,641,454)
Allocation of a portion of negative goodwill to investment
in limited partnerships (3,817,670)
Total allocation ----------- 27,746,262
-----------
Unallocated excess of total values assigned to the net assets $ 0
acquired over the purchase price (negative goodwill) ===========
</TABLE>
(c) To adjust for the pre-tax costs of severing employment contracts and
deferred compensation plans, professional fees, acquisition expenses and
the transaction fee due KBW.
(d) To adjust interest-earning assets and interest-bearing liabilities of
Marion Capital to approximate fair value as a result of interest rate
adjustments.
(e) To allocate a portion of negative goodwill to premises and equipment of
Marion Capital and eliminate related depreciation expense.
(f) To allocate a portion of negative goodwill to investment in limited
partnerships and amortize the push down of the negative goodwill to the
investment in limited partnerships over 40 years.
(g) To record the net deferred tax asset as a result of the adjustments to
Marion Capital's historic book value and the purchase accounting
adjustments using Marion Capital's statutory rate of 39.61%.
38
<PAGE>
(h) To eliminate existing goodwill at Marion Capital and eliminate related
amortization expense.
(i) To record amortization of the fair value adjustment of loans using a method
that approximates the effective interest method over eight years.
(j) To record amortization of the fair value adjustment of deposits using the
straight line method over 28 months.
(k) To record amortization of the fair value adjustment of Federal Home Loan
Bank advances using the straight line method over 46 months.
(l) To record amortization of the fair value adjustment of note payable using a
method that approximates the effective interest method over 97 months.
(m) To record the impact of taxes at 39.61% rate.
DESCRIPTION OF MUTUALFIRST CAPITAL STOCK
GENERAL
The authorized capital stock of MUTUALFIRST consists of 20,000,000 shares of
MUTUALFIRST common stock, par value of $0.01 per share and 5,000,000 shares of
preferred stock, par value of $0.01 per share. As of ______ __, 2000 there were
___________ shares of MUTUALFIRST common stock outstanding and no shares of
preferred stock outstanding. Upon completion of the merger there will be _______
shares of MUTUALFIRST common stock outstanding.
THE MUTUALFIRST COMMON STOCK WILL REPRESENT CAPITAL THAT CANNOT BE WITHDRAWN. IN
ADDITION, THE MUTUALFIRST COMMON STOCK WILL NOT BE AN ACCOUNT OF AN INSURABLE
TYPE AND WILL NOT BE INSURED BY THE FDIC.
COMMON STOCK
DIVIDENDS. MUTUALFIRST can pay dividends out of statutory surplus or from
certain net profits if, as and when declared by its board of directors. The
payment of dividends by MUTUALFIRST is subject to limitations which are imposed
by Maryland law. Holders of MUTUALFIRST common stock will be entitled to receive
and share equally in such dividends as may be declared by the board of directors
out of funds that are legally available. If MUTUALFIRST issues preferred stock,
the holders thereof may have a priority over the holders of the MUTUALFIRST
common stock with respect to dividends.
Decisions concerning the payment of dividends on the common stock will depend
upon our results of operations, financial condition and capital expenditure
plans, as well as such other factors as the board of directors, in its sole
discretion, may consider relevant.
VOTING RIGHTS. Each outstanding share of common stock is entitled to one vote
per share. Holders of MUTUALFIRST common stock do not have any right to cumulate
votes in the election of directors. MUTUALFIRST's articles of incorporation
provides that holders of common stock who own or may be considered to own more
than 10% of the outstanding shares of common stock can only vote their stock up
to the 10% limit. The limit includes shares which people have the right to
acquire through any agreement or the exercise of any rights, warrants or
options. Certain matters require an 80% shareholder vote to approve. Those
matters are set forth in more detail in "Comparison of Shareholders' Rights --
Amendment of Governing Documents." If MUTUALFIRST issues preferred stock,
holders of the preferred stock may also possess voting rights.
LIQUIDATION. In the event of liquidation, dissolution or winding up of
MUTUALFIRST, the holders of its common stock would be entitled to receive, after
payment or provision for payment of all its debts and liabilities, all of the
assets of MUTUALFIRST available for distribution. If preferred stock is issued,
the holders thereof may have a priority over the holders of the MUTUALFIRST
common stock in the event of liquidation or dissolution.
39
<PAGE>
PREEMPTIVE RIGHTS. Holders of MUTUALFIRST common stock are entitled to
preemptive rights with respect to any shares which may be issued. The
MUTUALFIRST common stock is not subject to redemption.
PREFERRED STOCK
MUTUALFIRST has not issued any shares of preferred stock. However, preferred
stock may be issued with such preferences and designations as the board of
directors may from time to time determine. The board of directors can, without
stockholder approval, issue preferred stock with voting, dividend, liquidation
and conversion rights which could dilute the voting strength of the holders of
the common stock and may assist management in impeding an unfriendly takeover or
attempted change in control.
ANTI-TAKEOVER CONSIDERATIONS
Maryland law and the MUTUALFIRST articles of incorporation and bylaws contain a
number of provisions which may have the effect of discouraging transactions that
involve an actual or threatened change of control of MUTUALFIRST. For a
description of the provisions, see "-- Comparison of Shareholders' Rights --
Amending the Articles of Incorporation," "-- Amending the Bylaws."
COMPARISON OF SHAREHOLDERS' RIGHTS
Marion Capital is an Indiana corporation governed by the Indiana Business
Corporation Law as well as by the Marion Capital's articles of incorporation and
code of bylaws. MUTUALFIRST, on the other hand, is a Maryland corporation
governed by the Maryland General Corporation Law as well as its articles of
incorporation and bylaws. The shareholders of Marion Capital and MUTUALFIRST are
subject to certain different corporate governance requirements under their
respective articles of incorporation and bylaws.
The following table is a summary of the differences that exist between the
rights of shareholders of MUTUALFIRST and Marion Capital. Upon completion of the
merger, MUTUALFIRST's articles of incorporation will govern the continuing
corporation. Accordingly, this section includes a brief description of the
material rights that MUTUALFIRST shareholders are expected to have following
completion of the merger, although in some cases the board of directors of
MUTUALFIRST retains the discretion to alter those rights without shareholder
consent. The description does not purport to be a complete statement of all the
differences between the rights of shareholders of MUTUALFIRST and Marion Capital
and the identification of certain differences is not meant to indicate that
other differences do not exist. The following summary is qualified in its
entirety by reference to the Maryland General Corporation Law, the Indiana
Business Corporation Law, and the articles of incorporation and bylaws of
MUTUALFIRST and Marion Capital.
Copies of the articles of incorporation and bylaws of MUTUALFIRST and Marion
Capital are available, and will be sent at your request without charge.
<TABLE>
<CAPTION>
Marion Capital MUTUALFIRST
-------------------------------------- --------------------------------------
<S> <C> <C>
Governing Law Indiana Business Corporation Law. Maryland General Corporation
Law.
Governing Document Marion Capital's articles of MUTUALFIRST's articles of
incorporation; Marion Capital's incorporation; MUTUALFIRST's
code of bylaws. bylaws.
Amending the Articles of Amending the articles of incorporation of either corporation generally
Incorporation requires both a recommendation of the board and an affirmative vote of a
majority of the outstanding stock. In addition, several provisions of both
articles of incorporation require the affirmative vote of 80% of the
outstanding shares to amend.
</TABLE>
40
<PAGE>
<TABLE>
<CAPTION>
Marion Capital MUTUALFIRST
-------------------------------------- --------------------------------------
<S> <C> <C>
Amending the Bylaws Marion Capital's code of bylaws Amendment of MUTUALFIRST's
may be amended, in whole or bylaws requires a majority vote of
in part, by the affirmative vote of a the board OR the affirmative vote of
majority of the full board of 80% of the outstanding stock.
directors.
Common Stock 5,000,000 shares authorized. 20,000,000 shares authorized.
Preferred Stock 2,000,000 shares authorized. The 5,000,000 shares authorized. The
board of directors is authorized to board of directors is authorized to
fix the designation, powers, fix the designation, powers,
preferences, and right of each preferences, and right of each
series of preferred stock issued. series of preferred stock issued.
Limitation on Stock Ownership None. None. However, if any person owns
more than 10% of the common stock,
those shares in excess of 10%
are not entitled to vote.
Dissenter's Rights None. None.
Number of Directors Between five and fifteen, as As determined by the affirmative
determined by the affirmative vote vote of the majority of the total
of the majority of the total number number of directors which the
of the corporation's directors. If corporation would have if there
the board has not specified the were no vacancies.
number of directors, the number
shall be seven.
Classification of Directors Both corporations have three classes of directors, as nearly equal as possible,
with the terms of one class expiring at each annual meeting.
Election of Directors Directors elected by a plurality of the votes cast. Cumulative voting is not
permitted.
Restrictions on the Nomination None. None.
of Directors by the Corporation
Shareholder Nominations for Shareholder nominations of persons Shareholder nominations of persons
Directors and Proposals for New for election to the board must be for election to the board of directors
Business delivered and received at the and notice of shareholder proposals
principal executive offices not less for new business generally must be
than 60 days prior to the meeting of received at least 90 days before the
shareholders. anniversary date of the prior year's
annual meeting.
Proposals for new business may only
be brought before an annual meeting
by a shareholder that has the legal
right and authority to make the
proposal and the shareholder must
have given timely notice of the
proposal in writing to the Secretary
of the Corporation not Less than 60
days prior to the meeting.
</TABLE>
41
<PAGE>
<TABLE>
<CAPTION>
Marion Capital MUTUALFIRST
-------------------------------------- --------------------------------------
<S> <C> <C>
Removal of Directors Any director, or the entire board of directors for both corporations may be
removed. Such removal may only be for cause and only by 80% of the
voting stock.
Board Vacancies Vacancies on the board of directors may be filled only by a majority vote
of the directors then in office, though less than a quorum.
Quorum A majority of the voting power of One-third of all the votes entitled to
all shares issued and entitled to be cast constitutes a quorum for all
vote shall constitute a quorum. purposes.
Business Combinations The articles of incorporation for each corporation provide that any
business combination with an "interested person" (generally, a beneficial
owner of 10% of the Voting stock) requires the affirmative vote of 80% of
the outstanding shares unless it is either approved by the board or meets
specific fairness criteria.
MUTUALFIRST's articles of incorporation expressly provide that the
Maryland Business Combination Statute is not applicable to any business
combination (as defined by ss.3-601 of the Maryland General Corporation
Law) of the corporation.
Each certificate grants the board flexibility to consider social factors
and effects on third parties in evaluating any business combination.
</TABLE>
THE SHAREHOLDER MEETINGS
The Board of Directors of MUTUALFIRST and Marion Capital are using this document
to solicit proxies from their holders of common stock for use at their
respective special meetings. We are first mailing this document and accompanying
form of proxy to MUTUALFIRST and Marion Capital shareholders on or about ____
__, 2000.
<TABLE>
<CAPTION>
TIMES AND PLACES OF THE SHAREHOLDER MEETINGS; MATTERS TO BE CONSIDERED AT THE
SHAREHOLDER MEETINGS
<S> <C>
Time and Place of the MUTUALFIRST Special Meeting: Time and Place of the Marion Capital Special Meeting:
________, ______ __, 2000 ________, ______ __, 2000
_:__ _.m., local time _:__ _.m., local time
------------------------------------ ------------------------------------
Muncie, Indiana Marion, Indiana
</TABLE>
MATTERS TO BE CONSIDERED AT THE MUTUALFIRST SPECIAL MEETING. At the MUTUALFIRST
special meeting, MUTUALFIRST shareholders will be asked to consider and vote
upon:
o Approval of the merger agreement and the issuance of MUTUALFIRST
common stock
o Ratification of the adoption of the 2000 Stock Option and Incentive
Plan
o Ratification of the adoption of the 2000 Recognition and Retention
Plan
MUTUALFIRST shareholders also may consider and vote upon any other matters that
may properly come before the meeting, including approval of any adjournment of
the special meeting. As of the date of this document, the MUTUALFIRST board of
directors is not aware of any other business to be presented for consideration
at the meeting.
42
<PAGE>
MATTER TO BE CONSIDERED AT THE MARION CAPITAL SPECIAL MEETING. At the Marion
Capital special meeting, Marion Capital shareholders will be asked to consider
and vote upon the approval of the merger agreement.
Marion Capital shareholders also may consider and vote upon any other matters
that may properly come before the meeting, including approval of any adjournment
of the meeting. As of the date of this document, the Marion Capital board of
directors is not aware of any other business to be presented for consideration
at the meeting.
VOTING RIGHTS OF SHAREHOLDERS; VOTES REQUIRED FOR APPROVAL
VOTING RIGHTS OF MUTUALFIRST SHAREHOLDERS. The MUTUALFIRST board of directors
has fixed the close of business on ____ __, 2000 as the record date for
shareholders entitled to vote at the MUTUALFIRST special meeting. Only holders
of record of MUTUALFIRST common stock on that record date are entitled to vote
at the meeting. Each share of MUTUALFIRST common stock you own entitles you to
one vote. On the MUTUALFIRST record date, __________ shares of MUTUALFIRST
common stock were outstanding and entitled to vote at the MUTUALFIRST special
meeting, held by approximately _____ shareholders of record.
Each participant in the MUTUALFIRST Employee Stock Ownership Plan instructs the
trustee how to vote his or her allocated shares. The trustee votes unallocated
shares in the manner directed by the majority of the allocated shares for which
it received instructions. If a participant does not give timely instructions,
the trustee votes the allocated shares in its discretion.
VOTE REQUIRED FOR APPROVAL OF THE MERGER AGREEMENT. The affirmative vote of the
holders of a majority of the MUTUALFIRST common stock entitled to vote is
required to approve the merger agreement and the issuance of MUTUALFIRST common
stock in the merger. THE MUTUALFIRST BOARD UNANIMOUSLY RECOMMENDS THAT
MUTUALFIRST SHAREHOLDERS VOTE "FOR" APPROVAL OF THE MERGER AGREEMENT AND THE
ISSUANCE OF SHARES IN THE MERGER.
Because approval of the merger agreement requires the affirmative vote of a
majority of the MUTUALFIRST common stock entitled to vote, abstentions and
failure to vote will have the same effect as votes against the merger. Under the
Nasdaq Stock Market rules, your broker may not vote your shares on the merger
without instructions from you. Without your voting instructions, a broker
non-vote will occur and will have the same effect as a vote against the merger.
A majority of shares present and entitled to vote may also authorize the
adjournment of the MUTUALFIRST special meeting. No proxy that is voted against
the merger will be voted in favor of adjournment to solicit further proxies in
favor of the merger.
VOTING RIGHTS OF MARION CAPITAL SHAREHOLDERS. The Marion Capital board of
directors has fixed the close of business on ____ __, 2000 as the record date
for shareholders entitled to notice of and to vote at the Marion Capital special
meeting. Only holders of record of Marion Capital common stock on the record
date are entitled to vote at the Marion Capital special meeting. Each share of
Marion Capital common stock you own entitles you to one vote. On the Marion
Capital record date, there were _________ shares of Marion Capital common stock
outstanding and entitled to vote at the Marion Capital special meeting, held by
approximately _____ shareholders of record.
VOTE REQUIRED FOR APPROVAL OF THE MERGER AGREEMENT. The affirmative vote of the
holders of a majority of the Marion Capital common stock entitled to vote is
required to approve the merger agreement. THE MARION CAPITAL BOARD UNANIMOUSLY
RECOMMENDS THAT MARION CAPITAL SHAREHOLDERS VOTE "FOR" APPROVAL OF THE MERGER
AGREEMENT.
Because approval of the Marion Capital proposal to adopt the merger agreement
requires the affirmative vote of the holders of a majority of the Marion Capital
common stock entitled to vote, abstentions and failures to vote will have the
same effect as votes against the merger. Under the Nasdaq Stock Market rules,
your broker may not vote your shares on the merger without instructions from
you. Without your voting instructions, a broker non-vote will occur and will
have the same effect as a vote against the merger.
43
<PAGE>
The presence, in person or by proxy, of at least one-third of the total number
of shares of MUTUALFIRST common stock entitled to vote is required to constitute
a quorum at the special meeting. The meeting may be adjourned if the holders of
more shares of Marion Capital common stock voting in favor of such adjournment
than against such adjournment. No proxy that is voted against the merger will be
voted in favor of adjournment to solicit further proxies in favor of the merger.
VOTING OF PROXIES; REVOCABILITY OF PROXIES; PROXY SOLICITATION COSTS
VOTING OF PROXIES. You may vote in person at your meeting or by proxy. To ensure
your representation at the meeting, we recommend you vote by proxy even if you
plan to attend your meeting. You can always change your vote at the meeting.
Remember, if your shares are held in the name of a broker or other nominee, only
your broker or such nominee can vote your shares and only after receiving
instructions from you on how to vote the shares. Please contact the person
responsible for your account and instruct him or her to execute a proxy card on
your behalf.
Voting instructions are included on your proxy card. If you properly give your
proxy and submit it to us in time to vote, the persons named as your proxy will
vote your shares as you have directed. You may vote for or against the
proposal(s) set forth on your proxy card and described in this document or
abstain from voting. If you submit your proxy but do not make a specific choice
as to how to vote, your proxy will follow the MUTUALFIRST board's or Marion
Capital board's recommendation and vote your shares "FOR" the proposal(s).
If any other matters are properly presented for consideration at the special
meetings of MUTUALFIRST or Marion Capital, the persons named in the relevant
form of proxy will have the discretion to vote on those matters in accordance
with their best judgment. Neither MUTUALFIRST nor Marion Capital is aware of any
other matters to be presented at its respective shareholders' meeting other than
those described in its notice of meeting.
You may receive more than one proxy card depending on how your shares are held.
For example, you may hold some of your shares individually, some jointly with
your spouse and some in trust for your children -- in which case you will
receive three separate proxy cards to vote.
REVOCABILITY OF PROXIES. You may revoke your proxy before it is voted by:
o submitting a new proxy with a later date,
o notifying your company's secretary in writing before the meeting that
you have revoked your proxy, or
o voting in person at your meeting.
If you plan to attend your company's meeting and wish to vote in person, we will
give you a ballot at the meeting. However, if your shares are held in the name
of your broker, bank or other nominee, you must bring a legal proxy from the
nominee, indicating that you were the beneficial owner of common stock on the
appropriate record date and giving you the right to vote those shares.
PROXY SOLICITATION COSTS. We each will pay our own costs of soliciting proxies.
In addition to this mailing, MUTUALFIRST and Marion Capital directors, officers
and employees may also solicit proxies personally, electronically or by
telephone. MUTUALFIRST is paying Regan & Associates, Inc. a fee of up to $______
plus expenses to help with the solicitation. Marion Capital is paying Regan &
Associates, Inc. a fee of up to $______ plus expenses to help with the
solicitation. We will also reimburse brokers and other nominees for their
expenses in sending these materials to you and obtaining your voting
instructions.
Do not send in any stock certificates with your proxy cards. As soon as
practicable after the completion of the merger, the exchange agent will mail
transmittal forms with instructions for the surrender of stock certificates for
Marion Capital common stock to former Marion Capital shareholders.
<PAGE>
ADDITIONAL INFORMATION REGARDING THE MUTUALFIRST SPECIAL MEETING
In addition to the approval of the merger agreement and the issuance of
MUTUALFIRST common stock, MUTUALFIRST shareholders are being asked to vote on
the ratification of the adoption of the 2000 Stock Option and Incentive Plan and
the ratification of the adoption of the 2000 Recognition and Retention Plan.
VOTE REQUIRED FOR APPROVAL OF PROPOSALS OTHER THAN THE MERGER AGREEMENT. The
presence, in person or by proxy, of at least one-third of the total number of
shares of common stock entitled to vote is required to constitute a quorum at
the meeting. Ratification of the adoption of the 2000 Stock Option and Incentive
Plan and the ratification of the adoption of the 2000 Recognition and Retention
Plan both require the affirmative vote of the holders of a majority of the votes
cast. Abstentions and broker non-votes are counted for purposes of determining a
quorum at the meeting; however, abstaining shares will have the same effect as a
vote against the ratification of the adoption of the 2000 Stock Option and
Incentive Plan and the ratification of the adoption of the 2000 Recognition and
Retention Plan proposals while non-voted shares will have no effect on the
ratification of the adoption of the 2000 Stock Option and Incentive Plan and the
ratification of the adoption of the 2000 Recognition and Retention Plan
proposals.
VOTING SECURITIES AND CERTAIN HOLDERS THEREOF. The following table sets forth
information, as of March 1, 2000, regarding share ownership of (1) those persons
or entities known by management to beneficially own more than five percent of
the common stock, (2) each officer of MUTUALFIRST and its subsidiary bank who
made in excess of $100,000 (salary and bonus) during the 2000 fiscal year; and
(3) all directors and executive officers of MUTUALFIRST and of its subsidiary
bank as a group.
<TABLE>
<CAPTION>
Shares Beneficially
Owned at Percent of
Beneficial Owner March 1, 2000(1) Class
---------------------------------------------------------------------- ------------------- ----------
<S> <C> <C>
SIGNIFICANT STOCKHOLDER
Mutual Federal Savings Bank 465,568 7.99%
Employee Stock Ownership Plan(2)
110 E. Charles Street
Muncie, Indiana 47305-2400
DIRECTORS AND EXECUTIVE OFFICERS
Wilbur R. Davis, Director and Chairman of the Board 40,000 .69
Julie A. Skinner, Director and Vice Chairman of the Board 40,000 .69
R. Donn Roberts, Director, President and Chief Executive Officer 41,827 .72
Linn A. Crull, Director 40,000 .69
Edward J. Dobrow, Director 42,000 .72
Willliam V. Hughes, Director 20,000 .34
James D. Rosema, Director 40,000 .69
Steven R. Campbell, Senior Vice President of the Retail 5,619 .09
Banking Division
Timothy J. McArdle, Senior Vice President, Treasurer and Controller 43,587
.75
Stephen C. Selby, Senior Vice President of the Operations Division 5,576 .09
All executive officers and directors as a group (11 persons) 324,038 5.57
---------------
<FN>
(1) Includes shares held directly, as well as shares held jointly with family
members, shares held in retirement accounts, held in a fiduciary capacity,
held by members of the individual's or group member's family, or held by
trusts of which the individual or group member is a trustee or substantial
beneficiary, with respect to which shares the individual or group member
may be deemed to have sole or shared voting and/or investment powers.
(2) Represents shares held by the Mutual Federal Savings Bank Employee Stock
Ownership Plan ("ESOP"), 20,589 of which have been allocated to accounts of
the ESOP participants. First Bankers Trust Company, N.A., the trustee of
the ESOP, may be deemed to beneficially own the shares held by the ESOP
which have not been allocated to participant accounts. Participants are
entitled to instruct the trustee as to the voting
45
<PAGE>
of shares allocated to their accounts. For each issue voted upon by the
MUTUALFIRST shareholders, the unallocated shares held by the ESOP are voted
by the ESOP trustee in the same proportion as the trustee is instructed by
participants to vote the allocated shares. Allocated shares as to which the
ESOP trustee receives no voting instructions are voted by the trustee in
its discretion.
</FN>
</TABLE>
EXECUTIVE COMPENSATION
The following table sets forth information concerning the compensation paid or
granted to the named officers in fiscal 1999 and 1998 whose salary and bonus
exceeded $100,000. No other executive officers had compensation (salary and
bonus) in excess of $100,000 in fiscal 2000.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long Term Compensation
Annual Compensation Awards
--------------------------------------------------------------------- --------------------------------
Restricted All Other
Name and Principal Bonus Stock Compensation
Position Year Salary ($) (#)(1) Award(s)(2) Options(2) ($)
------------------------------- --------- -------------- ------------ ------------------- ------------ -------------------
<S> <C> <C> <C> <C> <C> <C>
R. Donn Roberts, President 1999 $238,000 $67,459 --- --- $130,422(3)
and Chief Executive Officer 1998 220,000 37,092 --- --- 67,680
Steven R. Campbell, Senior 1999 $107,500 $26,870 --- --- $ 49,815(3)
Vice President of the Retail 1998 102,000 11,353 --- --- 36,954
Banking Division
Timothy J. McArdle, Senior 1999 $101,500 $26,024 --- --- $33,322(3)
Vice President, Treasurer 1998 96,500 11,754 --- --- 27,303
and Controller
Stephen C. Selby, Senior 1999 $97,000 $22,077 --- --- $30,489(3)
Vice President of the 1998 92,000 14,048 --- --- 21,721
Operations Division
--------------
<FN>
(1) Mutual Federal Savings Bank provides certain senior officers with
automobile expenses and club membership dues. This amount does not include
personal benefits or perquisites which did not exceed the lesser of $50,000
or 10% of the named individual's salary and bonus.
(2) MUTUALFIRST does not currently have any stock option or restricted stock
plans.
(3) Represents (i) amounts accrued under Mutual Federal Savings Bank's
Supplemental Executive Retirement Plan, (ii) matching contributions by
Mutual Federal under (except for Mr. Roberts) and earnings on amounts held
in the Executive Deferral Program, (iii) contributions by Mutual Federal
under Mutual Federal's 401(k) plan, (iv) term life insurance premiums paid
by Mutual Federal on behalf of the officers and (v) the values of the ESOP
allocations for 1999 to the officers, as follows: $98,389, $9,087, $11,500,
$3,374 and $8,072 for Mr. Roberts; $23,956, $10,290, $8,679, $851 and
$6,039 for Mr. Campbell; $9,267, $9,805, $8,247, $275 and $5,728 for Mr.
McArdle; and $8,169, $8,200, $8,101, $397 and $5,622 for Mr. Selby. Mr.
Roberts does not receive matching contributions under the Executive
Deferral Program. See "Executive Deferral Program" below.
</FN>
</TABLE>
DIRECTORS' COMPENSATION
Each director of MUTUALFIRST also is a director of Mutual Federal. For serving
on Mutual Federal's Board of Directors, each director receives an annual fee of
$23,200, except for Director Roberts, who is not compensated for his service as
a director. In addition to the annual director fee, the Chairman of Mutual
Federal's Board of
46
<PAGE>
Directors receives $5,000 per year for serving as Chairman. Directors are not
compensated for their service on MUTUALFIRST's Board of Directors.
Mutual Federal maintains deferred compensation arrangements with some directors
which allows them to defer all or a portion of their board fees and receive
income when they are no longer active directors. Deferred amounts earn interest
at the rate of 10% per year.
SUPPLEMENTAL EXECUTIVE RETIREMENT PROGRAM
Mutual Federal Savings Bank maintains a non-qualified supplemental executive
retirement program for the benefit of certain senior executives, including those
named in the summary compensation table above. The payments under this program
are funded by life insurance contracts which have been purchased by Mutual
Federal Savings Bank. Mutual Federal Savings Bank provides for monthly accruals
of specified amounts necessary to meet future benefit obligations for each
executive. Accruals for 1999 are shown in the footnote (3) to the summary
compensation table. Benefits are payable in monthly installments for a period of
time upon the executive's retirement, death, voluntary resignation, or
termination by Mutual Federal Savings Bank without cause. If the employment of a
participant is terminated as a result of a change in control, Mutual Federal
Savings Bank must pay to the participant in a lump sum in cash the present value
of the amount of all remaining contributions that would have been made if the
participant continued with Mutual Federal Savings Bank until retirement age. If
the officers named in the compensation table had been terminated as a result of
a change in control of Mutual Federal Savings Bank as of December 31, 1999,
Mutual Federal Savings Bank would have been required to pay $374,166, $292,817,
$221,076 and $128,407 to Messrs. Roberts, Campbell, McArdle and Selby,
respectively.
EXECUTIVE DEFERRAL PROGRAM
Mutual Federal Savings Bank also maintains an executive deferral program for the
benefit of certain senior executives, including those named in the summary
compensation table. The program allows an additional opportunity for key
executives to defer a portion of their income into a non-qualified deferral
program to supplement their retirement earnings. For each participant other than
Mr. Roberts, Mutual Federal Savings Bank matches $.50 for every dollar deferred,
up to a specified amount, providing for a benefit equal to 10% of the
participant's anticipated salary at retirement age. Mutual Federal Savings
Bank's 1999 matching contributions for Messrs. Campbell, McArdle and Selby and
earnings for 1999, at a rate of 10%, on funds in the program held for Messrs.
Roberts, Campbell, McArdle and Selby are shown in footnote (3) to the summary
compensation table.
EMPLOYMENT AGREEMENTS
Effective January 1, 2000, Mutual Federal Savings Bank entered into three-year
employment agreements with Messrs. Roberts and McArdle. The employment
agreements provide for minimum base salaries of $258,000 and $110,000,
respectively, and for equitable participation by the executive in discretionary
bonuses awarded to executive employees and in Mutual Federal's other employee
benefit plans. Each agreement provides that the executive's employment may be
terminated by Mutual Federal or by the executive at any time, and also provides
for termination upon the occurrence of certain events specified by federal
regulations. If, other than in connection with or within 12 months after a
change in control of MUTUALFIRST or Mutual Federal, the executive's employment
is terminated by Mutual Federal Savings Bank without cause or by the executive
following a material reduction of his duties and responsibilities, Mutual
Federal Savings Bank will be required to pay to the executive his then current
salary and continue to provide to the executive his employee benefits for the
remaining term of the agreement.
Each employment agreement provides for a lump sum severance payment and
continuation of health benefits for the remaining term of the agreement if, in
connection with or within 12 months after a change in control of MUTUALFIRST or
Mutual Federal, the executive's employment is terminated by Mutual Federal
Savings Bank without cause or by the executive following a material reduction of
his duties and responsibilities. The maximum value of the change in control
severance payment under each employment agreement is 2.99 times the executive's
average annual W-2 compensation during the five calendar year period prior to
the effective date of the change in control (base amount). Assuming that a
change in control had occurred, Messrs. Roberts and McArdle would be entitled to
severance payments of approximately $747,720 and $320,314, respectively. Section
280G of the Internal Revenue Code
47
<PAGE>
provides that severance payments that equal or exceed three times the
individual's base amount are deemed to be "excess parachute payments" if they
are conditioned upon a change in control. Individuals receiving parachute
payments in excess of three times their base amount are subject to a 20% excise
tax on the amount of the excess payments. If excess parachute payments are made,
MUTUALFIRST and Mutual Federal would not be entitled to deduct the amount of the
excess payments. Each employment agreement provides that severance and other
payments that are subject to a change in control will be reduced as much as
necessary to ensure that no amounts payable to the executive will be considered
excess parachute payments.
RATIFICATION OF THE ADOPTION OF THE
2000 STOCK OPTION AND INCENTIVE PLAN
PURPOSE
The purpose of the 2000 stock option plan is to promote the long-term success of
MUTUALFIRST and increase shareholder value by:
o attracting and retaining key employees and directors;
o encouraging directors and key employees to focus on long-range
objectives; and
o further linking the interests of directors, officers and employees
directly to the interests of the shareholders.
In furtherance of these objectives, MUTUALFIRST's board of directors has adopted
the stock option plan to be effective as of the one year anniversary date of the
completion of MUTUALFIRST's initial public offering, subject to ratification by
the shareholders at the special meeting. A summary of the stock option plan is
set forth below. This summary is, however, qualified by and subject to the more
complete information set forth in the stock option plan, a copy of which is
attached to this document as Appendix D.
ADMINISTRATION OF THE STOCK OPTION PLAN
The stock option plan will be administered by a committee of two or more
members, each of whom must be a "non-employee director" and an "outside
director," as those terms are defined in the stock option plan. The stock
benefit plan committee will:
o select persons to receive options or stock appreciation rights from
among the eligible participants;
o determine the types of awards and the number of shares to be awarded
to participants;
o set the terms, conditions and provisions of the options or stock
appreciation rights consistent with the terms of the stock option
plan; and
o establish rules for the administration of the stock option plan.
The committee has the power to interpret the stock option plan and to make all
other determinations necessary or advisable for its administration.
In granting awards under the stock option plan, the committee will consider,
among other factors, the position and years of service of the individual, the
value of the individual's services to MUTUALFIRST and its subsidiaries and the
added responsibilities of these individuals as employees, directors and officers
of a public company.
48
<PAGE>
NUMBER OF SHARES THAT MAY BE AWARDED
Under the stock option plan, the committee may grant awards for an aggregate of
581,961 shares of MUTUALFIRST common stock. This amount represents 10.0 percent
of the shares sold in our initial public offering in December 1999, including
the shares issued to the Mutual Federal Savings Bank Charitable Foundation, Inc.
These awards may be in the form of (i) options to purchase shares of common
stock for cash and/or (ii) stock appreciation rights granting the right to
receive the excess of the market value of the shares of common stock represented
by the stock appreciation rights on the date exercised over the exercise price.
Stock options and stock appreciation rights are sometimes collectively referred
to in this proxy statement as "awards." The stock option plan also provides that
no person may be granted options for more than 150,000 shares during any fiscal
year.
The 581,961 shares of MUTUALFIRST common stock available under the stock option
plan are subject to adjustment in the event of certain corporate
reorganizations. As described in greater detail below, the total number of
shares reserved for issuance under the stock option plan may increase over time
as a result of the "reload" feature contained in the stock option plan. Awards
that expire or are terminated unexercised will be available again for issuance
under the stock option plan.
The stock option plan provides for the use of authorized but unissued shares or
treasury shares. Treasury shares are previously issued and outstanding shares of
MUTUALFIRST common stock which are no longer outstanding as a result of having
been repurchased or otherwise reacquired by the company. MUTUALFIRST intends to
fund the exercise of stock options with treasury shares to the extent available.
To the extent MUTUALFIRST uses authorized but unissued shares, rather than
treasury shares, to fund exercise of stock options under the plan, the exercise
of stock options will have the effect of diluting the holdings of persons who
own our common stock. Assuming all options under the stock option plan are
awarded and exercised through the use of authorized but unissued common stock,
current shareholders would be diluted by approximately 9.1 percent. Some
additional dilution may occur as a result of the stock option plan's "reload"
feature, however, we would not expect such additional dilution to be material.
RELOAD FEATURE
The number of shares available for awards under the stock option plan may be
increased, from time to time and without shareholder approval, as a result of
the plan's "reload" provision. Under the "reload" provision additional shares
may be added to the remaining shares available under the plan as follows:
(i) the cash proceeds received by us from the exercise of stock options
granted under the plan may be used to repurchase shares of MUTUALFIRST
common stock with an aggregate price no greater than such cash
proceeds; and
(ii) any shares of MUTUALFIRST common stock surrendered to us in payment of
the exercise price of stock options granted under the plan will be
made available for future awards.
ELIGIBILITY TO RECEIVE AWARDS
The committee may grant options to directors, advisory directors, officers and
employees of MUTUALFIRST and its subsidiaries. The committee will select persons
to receive options among the eligible participants and determine the number of
shares underlying the options to be granted. There are currently ___ individuals
who are eligible to receive awards under the stock option plan.
EXERCISE PRICE OF AWARDS
Under the terms of the stock option plan, the committee may grant stock
appreciation rights or options to purchase shares of MUTUALFIRST common stock at
a price which may not be less than the fair market value of the common stock, as
determined by the mean between the closing bid and asked quotations on the
Nasdaq Stock Market on the date the option is granted. The mean between the
closing bid and asked quotations on the Nasdaq Stock Market on ______ __, 2000
was $____.
49
<PAGE>
EXERCISABILITY OF AWARDS AND OTHER TERMS AND CONDITIONS
STOCK OPTIONS. Generally, options under the stock option plan may not be
exercised later than 15 years after the grant date. Subject to the limitations
imposed by the provisions of the Internal Revenue Code, certain of the options
granted under the stock option plan may be designated "incentive stock options."
Incentive stock options may not be exercised later than ten years after the
grant date. Options which are not designated and do not otherwise qualify as
incentive stock options in this document are referred to as "non-qualified stock
options."
The committee will determine the time or times at which a stock option may be
exercised in whole or in part and the method or methods by which, and the form
or forms in which, payment of the exercise price with respect to the stock
option may be made. Unless otherwise determined by the committee and set forth
in the written award agreement evidencing the grant of the stock option, upon
termination of service of the participant for any reason other than for cause,
all stock options then currently exercisable by the participant shall remain
exercisable for the lesser of (i) three years following such termination of
service or (ii) until the expiration of the stock option by its terms. Upon
termination of service for cause, all stock options not previously exercised
shall immediately be forfeited.
STOCK APPRECIATION RIGHTS. The committee may grant stock appreciation rights at
any time, whether or not the participant then holds stock options. A stock
appreciation right gives the recipient of the award the right to receive the
excess of the market value of the shares represented by the stock appreciation
rights on the date exercised over the exercise price. Stock appreciation rights
generally will be subject to the same terms and conditions and exercisable to
the same extent as stock options, as described above. Upon the exercise of a
stock appreciation right, the holder will receive the amount due in cash or
shares, or a combination of both, as determined by the committee. Stock
appreciation rights may be related to stock options called "tandem stock
appreciation rights," in which case the exercise of one will reduce to that
extent the number of shares represented by the other.
Stock appreciation rights will require an expense accrual by MUTUALFIRST each
year for the appreciation on the stock appreciation rights which it anticipates
will be exercised. The amount of the accrual is dependent upon whether and the
extent to which the stock appreciation rights are granted and the amount, if
any, by which the market value of the stock appreciation rights exceeds the
exercise price.
ACCELERATION OF VESTING REQUIREMENTS. The committee has the right to determine
the terms and conditions upon which an award shall be granted. Accordingly, the
committee may provide in the applicable award agreement, among other provisions
not inconsistent with the stock option plan, that upon the occurrence of certain
events, like the involuntary termination of an employee, a holder of any
unexpired option under the stock option plan will have the right to exercise the
option in whole or in part without regard to the date the option would be first
exercisable. In addition, the stock option plan provides that, unless otherwise
provided in the applicable award agreement, upon the occurrence of a change in
control of MUTUALFIRST a holder of any unexpired option under the stock option
plan will have the right to exercise the option in whole or in part without
regard to the date the option would be first exercisable.
TRANSFERABILITY OF AWARDS
An incentive stock option awarded under the stock option plan may be transferred
only upon the death of the holder to whom it has been granted, by will or the
laws of inheritance. An award other than an incentive stock option may be
transferred during the lifetime of the holder to whom it was awarded pursuant to
a qualified domestic relations order or by gift to any member of the holder's
immediate family or to a trust for the benefit of any member of the holder's
immediate family.
EFFECT OF MERGER ON OPTION OR RIGHT
Upon a merger or other business combination of MUTUALFIRST in which it is not
the surviving entity, the stock option plan provides that each holder of an
unexpired award will have the right, after consummation of the transaction and
during the remaining term of the award, to receive upon exercise of the award an
amount equal to the excess of the fair market value on the date of exercise of
the securities or other consideration receivable in the merger in respect
50
<PAGE>
of a share of common stock over the exercise price of the award, multiplied by
the number of shares of common stock with respect to which the award is
exercised. This amount may be payable fully in cash, fully in one or more of the
kind or kinds of property payable in the merger, consolidation or combination,
or partly in cash and partly in one or more of the kind or kinds of property,
all in the discretion of the committee.
AMENDMENT AND TERMINATION
The stock option plan shall continue in effect for a term of 15 years, after
which no further awards may be granted under the stock option plan. The board of
directors may at any time amend, suspend or terminate the stock option plan or
any portion of the stock option plan, except to the extent shareholder approval
is necessary or required for purposes of any applicable federal or state law or
regulation or the rules of any stock exchange or automated quotation system on
which our common stock may then be listed or quoted. Shareholder approval will
generally be required with respect to an amendment to the stock option plan that
will (i) increase the aggregate number of securities which may be issued under
the plan, except as specifically set forth under the stock option plan, (ii)
materially increase the benefits accruing to participants under the stock option
plan, (iii) materially change the requirements as to eligibility for
participation in the stock option plan, or (iv) change the class of persons
eligible to participate in the stock option plan. No amendment, suspension or
termination of the stock option plan, however, will impair the rights of any
participant, without his or her consent, in any award made under the stock
option plan.
FEDERAL INCOME TAX CONSEQUENCES
Under current federal tax law, the non-qualified stock options granted under the
stock option plan will not result in any taxable income to the optionee or any
tax deduction to MUTUALFIRST at the time of grant. Upon the exercise of a
non-qualified stock option, the excess of the market value of the shares
acquired over their cost is taxable to the optionee as compensation income and
is generally deductible by MUTUALFIRST. The optionee's tax basis for the shares
is the market value of the shares at the time of exercise.
Neither the grant nor the exercise of an incentive stock option under the stock
option plan will result in any federal tax consequences to either the optionee
or MUTUALFIRST. Except as described below, at the time the optionee sells shares
acquired pursuant to the exercise of an incentive stock option, the excess of
the sale price over the exercise price will qualify as a long-term capital gain.
If the optionee disposes of the shares within two years of the date of grant or
within one year of the date of exercise, an amount equal to the lesser of (i)
the difference between the fair market value of the shares on the date of
exercise and the exercise price, or (ii) the difference between the exercise
price and the sale price will be taxed as ordinary income and MUTUALFIRST will
be entitled to a deduction in the same amount. The excess, if any, of the sale
price over the sum of the exercise price and the amount taxed as ordinary income
will qualify as long-term capital gain if the applicable holding period is
satisfied. If the optionee exercises an incentive stock option more than three
months after his or her termination of employment, he or she generally is deemed
to have exercised a non-qualified stock option. The time frame in which to
exercise an incentive stock option is extended in the event of the death or
disability of the optionee.
The exercise of a stock appreciation right will result in the recognition of
ordinary income by the recipient on the date of exercise in an amount of cash
and/or the fair market value on that date of the shares acquired pursuant to the
exercise. MUTUALFIRST will be entitled to a corresponding deduction.
51
<PAGE>
AWARDS UNDER THE STOCK OPTION PLAN
The following table presents information with respect to the options to purchase
MUTUALFIRST common stock expected to be granted under the stock option plan. The
options will be granted to directors, officers and employees as incentives.
Accordingly, we will not receive any cash consideration for the granting of the
options. Payment in full of the option exercise price, however, must be made
upon exercise of any option. Any option awards are subject to ratification of
adoption of the stock option plan by MUTUALFIRST's shareholders. On _______ __,
2000, the latest practicable date available prior to mailing this proxy
statement, the mean between the closing bid and asked quotations on The Nasdaq
Stock Market was $_____ per share.
<TABLE>
<CAPTION>
MUTUALFIRST 2000 Stock Option and Incentive Plan
--------------------------------------------------------------------------------------------------------------------
Dollar Number
Name and Position Value(1) of Shares
--------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
EXECUTIVE GROUP (__ persons).................................................... ---
NON-EXECUTIVE DIRECTOR GROUP (_ persons)........................................ ---
---
NON-EXECUTIVE OFFICER EMPLOYEE GROUP (__ persons)............................... ---
---------------
<FN>
(1) Any value realized will be the difference between the exercise price and
the market value upon exercise. Since the exercise price for the options
will be set as of the date of shareholder approval, there is no current
value.
</FN>
</TABLE>
All options reflected in the table above are expected to be granted, subject to
shareholder ratification of adoption of the stock option plan, as follows:
(i) assuming shareholder approval, the exercise price of the stock options
will be equal to the mean between the closing bid and asked quotations on The
Nasdaq Stock Market of the MUTUALFIRST common stock on the date of grant, which
will be not earlier than December 30, 2000, the one year anniversary of Mutual
Federal Savings Bank's conversion from mutual to stock form.
(ii) All executive officers granted awards will receive incentive stock
options to the maximum extent permitted by law, with the remainder of these
options being non-qualified stock options. The non-executive director group will
receive non-qualified stock options and the non-executive officer employee group
will receive incentive stock options. The incentive stock options have a term of
ten years and the non-qualified stock options have a term of 15 years.
(iii)the stock options will vest in ____ equal installments with the first
installment vesting on the date of grant and the additional installments vesting
ratably over the next ____ years on the anniversary of the grant date.
(iv) the optionees generally may exercise their vested stock options, in
whole or in part, at any time prior to, or within [three months] of, terminating
their service with MUTUALFIRST. If the optionee terminates service as a result
of a disability, the exercise period is 12 months after termination of service.
The exercise periods in the preceding sentences are extended for a 12-month
period in the case of death of the optionee during these periods. If an
optionee's service is terminated for cause, all of his or her rights under any
unexercised options expire immediately upon his or her notice of the
termination. Under no circumstances may an option holder exercise an option
after the expiration of the option period.
52
<PAGE>
VOTE REQUIRED FOR APPROVAL
The affirmative vote of a majority of the shares present at the meeting in
person or by proxy and entitled to vote is required to approve the stock option
plan.
THE MUTUALFIRST BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THIS PROPOSAL.
RATIFICATION OF THE ADOPTION OF THE
2000 RECOGNITION AND RETENTION PLAN
PURPOSE
The purpose of the recognition and retention plan is to promote the long-term
success of MUTUALFIRST and increase shareholder value. The recognition and
retention plan is a stock-based compensation plan designed to:
o provide directors, advisory directors, officers and employees with a
proprietary interest in MUTUALFIRST in a manner designed to encourage
the individuals to remain with the company;
o reward directors, advisory directors, officers and employees for
service; and
o further link the interests of directors, officers and employees
directly to the interests of the shareholders.
In furtherance of these objectives, the MUTUALFIRST board of directors has
adopted the recognition and retention plan to be effective as of the one year
anniversary date of the completion of MUTUALFIRST's initial public offering,
subject to ratification by the shareholders at the special meeting. A summary of
the recognition and retention plan is set forth below. This summary is, however,
qualified by and subject to the more complete information set forth in the
recognition and retention plan, a copy of which is attached to this document as
Appendix E.
ADMINISTRATION OF THE RECOGNITION AND RETENTION PLAN
The recognition and retention plan will be administered by the stock benefit
plan committee of MUTUALFIRST. The stock benefit plan committee will:
o select persons to receive stock awards from among the eligible
participants;
o determine the number of shares to be awarded to participants;
o set the terms, conditions and provisions of the awards consistent with
the terms of the recognition and retention plan; and
o establish rules for the administration of the recognition and
retention plan.
The stock benefit plan committee has the power to interpret the recognition and
retention plan and to make all other determinations necessary or advisable for
its administration.
In determining to whom and in what amount to grant awards under the recognition
and retention plan, the stock benefit plan committee will consider the position,
responsibilities and years of service of eligible individuals, the value of
their services to MUTUALFIRST and its subsidiaries and other factors it deems
relevant.
NUMBER OF SHARES THAT MAY BE AWARDED
Under the recognition and retention plan, the stock benefit plan committee may
grant, from time to time, awards for an aggregate of 232,784 shares of
MUTUALFIRST common stock, subject to adjustment in the event of certain
corporate reorganizations. This amount represents 4.0 percent of the shares sold
in MUTUALFIRST's initial public offering in December 1999, including the shares
issued to the Mutual Federal Savings Bank Charitable Foundation, Inc.
53
<PAGE>
Recognition and retention plan awards which are forfeited by a recipient will
again be available for issuance under the plan.
The recognition and retention plan provides for the use of authorized but
unissued shares or treasury shares. MUTUALFIRST intends to fund the issuance of
stock under the recognition and retention plan with treasury shares to the
extent available. To the extent that treasury shares are not used to fund the
issuance of stock under the recognition and retention plan, authorized but
unissued shares of common stock will be issued to fund such awards. To the
extent MUTUALFIRST uses authorized but unissued shares of MUTUALFIRST common
stock, the interests of current shareholders will be diluted. Assuming all
recognition and retention plan shares are awarded through the use of authorized
but unissued shares of common stock, current shareholders would be diluted by
approximately 3.85 percent.
ELIGIBILITY TO RECEIVE AWARDS
The stock benefit plan committee may grant awards of restricted stock to
directors, advisory directors, officers and employees of MUTUALFIRST and its
subsidiaries. The stock benefit plan committee will select persons to receive
stock awards among the eligible participants and determine the number of shares
to be granted. There are currently ___ individuals who are eligible to receive
stock awards under the recognition and retention plan.
TRANSFERABILITY OF AWARDS
Awards under the recognition and retention plan generally may not be sold,
assigned, transferred, pledged or otherwise encumbered by the holder during the
restricted period other than by will, the laws of descent and distribution or
pursuant to a domestic relations order.
TERMS AND CONDITIONS OF AWARDS UNDER THE RECOGNITION AND
RETENTION PLAN
The stock benefit plan committee is authorized to grant awards of common stock
to plan participants with the following terms and conditions and with additional
terms and conditions not inconsistent with the provisions of the recognition and
retention plan:
(i) the stock benefit plan committee will establish for each participant a
restricted period during which, or at the expiration of which, the
shares of common stock awarded as restricted stock shall no longer be
subject to restriction.
(ii) the recipient of the shares, as owner, will have all the rights of a
shareholder, including the power to vote and the right to receive
dividends with respect to the restricted stock. Shares of restricted
stock generally may not be sold, assigned, transferred, pledged or
otherwise encumbered by the participant during the restricted period.
(iii)the stock benefit plan committee has the right to determine any other
terms and conditions, not inconsistent with the recognition and
retention plan, upon which a restricted stock award shall be granted.
Accordingly, the stock benefit plan committee may provide in the
applicable award agreement that upon the occurrence of certain events,
like the involuntary termination of an employee, any restrictions
remaining with respect to the shares of stock granted pursuant to the
recognition and retention plan will lapse without regard to the date
that these restrictions would otherwise lapse and that the shares will
no longer be subject to forfeiture by the recipient. In addition, the
recognition and retention plan provides that, unless otherwise set
forth in the applicable restricted stock agreement, upon the
occurrence of a change of control of MUTUALFIRST, any restrictions
remaining with respect to the shares of stock granted pursuant to the
recognition and retention plan will lapse without regard to the date
that these restrictions would otherwise lapse and that the shares will
no longer be subject to forfeiture by the recipient.
(iv) the stock benefit plan committee also has the authority, in its
discretion, to accelerate the time at which any or all of the
restrictions will lapse with respect to any restricted stock awards,
or to remove any or all of the restrictions, whenever it may determine
that this action is appropriate by reason of changes in
54
<PAGE>
applicable tax or other laws or other changes in circumstances
occurring after the commencement of the restricted period.
AMENDMENT OF THE RECOGNITION AND RETENTION PLAN
The recognition and retention plan will continue in effect for a term of 15
years, after which no further awards may be granted under the plan. The board of
directors may at any time amend, suspend or terminate the recognition and
retention plan or any portion thereof, except to the extent shareholder approval
is necessary or required for purposes of any applicable federal or state law or
regulation or the rules of any stock exchange or automated quotation system on
which our common stock may then be listed or quoted. Shareholder approval will
generally be required with respect to an amendment to the recognition and
retention plan that will (i) increase the aggregate number of securities which
may be issued under the plan, (ii) materially increase the benefits accruing to
participants, (iii) materially change the requirements as to eligibility for
participation in the plan or (iv) change the class of persons eligible to
participate in the plan. No amendment, suspension or termination of the
recognition and retention plan, however, will impair the rights of any
participant, without his or her consent, in any award made pursuant to the
recognition and retention plan.
FEDERAL INCOME TAX CONSEQUENCES
Recipients of shares granted under the recognition and retention plan will
recognize ordinary income on the date that the shares are no longer subject to a
substantial risk of forfeiture, in an amount equal to the fair market value of
the shares on that date. In certain circumstances, a holder may elect to
recognize ordinary income and determine the fair market value on the date of the
grant of the restricted stock. Recipients of shares granted under the
recognition and retention plan will also recognize ordinary income equal to
their dividend or dividend equivalent payments when these payments are received.
AWARDS UNDER THE RECOGNITION AND RETENTION PLAN
The following table presents information with respect to the number of shares of
common stock expected to be granted by the board of directors under the
recognition and retention plan. Any awards are subject to ratification of
adoption of the recognition and retention plan by MUTUALFIRST's shareholders at
the special meeting. Awards under the recognition and retention plan are granted
at no cost to the recipient. The dollar value of the shares set forth in the
table below is based on $_____ per share, the mean between the closing bid and
asked quotations on The Nasdaq Stock Market on _________ __, 2000, the latest
practicable date available prior to mailing this proxy statement. The market
price of MUTUALFIRST common stock may fluctuate between the date of this
document and the date of grant. Fluctuations in the market price of MUTUALFIRST
common stock will result in an increase or decrease in the value of the
MUTUALFIRST shares expected to be received by the individuals listed in the
following table.
<TABLE>
<CAPTION>
MUTUALFIRST 2000 Recognition and Retention Plan
--------------------------------------------------------------------------------------------------------------------
Dollar Shares of Stock
Name and Position Value
--------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
EXECUTIVE GROUP (__ persons)....................................................
NON-EXECUTIVE DIRECTOR GROUP (_ persons)........................................
NON-EXECUTIVE OFFICER EMPLOYEE GROUP (__ persons)...............................
</TABLE>
All shares of common stock reflected in the table above are expected to be
granted subject to shareholder ratification of adoption of the recognition and
retention plan, on the following terms and conditions, as follows:
55
<PAGE>
(i) subject to shareholder ratification of the recognition and retention
plan, the restricted shares will vest in ____ equal installments with the first
installment vesting on the date of grant, and the additional installments
vesting ratably over the next ____ years on the anniversary of the grant date.
Once restricted shares have vested, they are no longer subject to forfeiture or
restrictions under the recognition and retention plan.
(ii) the recipients of the restricted shares, as owner of these shares,
will have the power to vote, and the right to receive dividends with respect to,
all of the restricted stock granted to them.
(iii) the restrictions on an individual's restricted stock will
automatically lapse and no longer be subject to the risk of forfeiture if the
person's services with MUTUALFIRST are terminated as a result of death or
disability and, unless otherwise provided in the applicable restricted stock
agreement, upon a change in control of MUTUALFIRST. Termination of service for
any reason, other than death, disability or a change in control of MUTUALFIRST,
will result in the forfeiture of any restricted stock then still subject to
restrictions.
VOTE REQUIRED FOR APPROVAL
The affirmative vote of a majority of the shares present at the meeting in
person or by proxy and entitled to vote is required to ratify the adoption of
the recognition and retention plan.
THE MUTUALFIRST BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THIS PROPOSAL.
BENEFICIAL OWNERSHIP OF MARION CAPITAL COMMON STOCK
The following table provides you with information, to the best of our knowledge,
about the stock ownership of each director of Marion Capital, each executive
officer with salary and bonus in excess of $100,000 during fiscal 1999, and any
person or group known by Marion Capital to beneficially own more than 5% of
Marion Capital's outstanding common stock. The information is as of July 31,
2000. Marion Capital knows of no person or group, except as listed below, who
beneficially owned more than 5% of Marion Capital's common stock.
<TABLE>
<CAPTION>
Shares Beneficially
Owned at Percent of total shares
Beneficial Owner July 31, 2000(2) outstanding (3)
--------------------------------------------------------- ---------------- -----------------------
<S> <C> <C>
Douglas T. Breeden
Smith Breeden Associates, Inc.
100 Europa Drive, Suite 200
Chapel Hill, North Carolina 27514(1) 68,600 5.02%
DIRECTORS:
Steven L. Banks 10,583(4) 0.77%
John M. Dalton 22,954(5) 1.68%
Jon R. Marler 11,083(6) 0.81%
Jerry D. McVicker 36,573(7) 2.66%
EXECUTIVE OFFICERS:
Larry G. Phillips,
Senior Vice President, Secretary and Treasurer 15,228(8) 1.12J%
Michael G. Fisher
Vice President of the Bank 250
Directors and executive officers of Marion Capital 96,971(9) 6.97%
and executive officers of First Federal Savings
of Marion, as a group (7 persons)
---------------
<FN>
(1) The information in this chart is based on a Schedule 13G Report filed by
the above-listed person with the Securities and Exchange Commission
containing information concerning shares held by him. It does not reflect
any changes in those
56
<PAGE>
shareholdings which may have occurred since the date of such filing. Smith
Breeden Associates, Inc. holds these shares. Douglas T. Breeden owns 63% of
the voting stock of Smith Breeden Associates, Inc.
(2) Based upon information furnished by the respective director nominees. Under
applicable regulations, shares are deemed to be beneficially owned by a
person if he or she directly or indirectly has or shares the power to vote
or dispose of the shares, whether or not he or she has any economic power
with respect to the shares. Includes shares beneficially owned by members
of the immediate families of the director nominees residing in their homes.
(3) Based upon 1,366,506 shares of Common Stock.
(4) Of these shares, 500 are held in a trust as to which Mr. Banks is trustee
and beneficiary, and 10,083 are subject to a stock option granted under the
Marion Capital Holdings, Inc. Stock Option Plan (the "Option Plan").
(5) Of these shares, 9,717 are owned jointly by Mr. Dalton and his wife and
9,537 are held in a revocable trust as to which Mr. Dalton is co-trustee
and his wife is a beneficiary.
(6) Of these shares, 2,000 are held jointly by Mr. Marler and his spouse, and
9,083 are subject to a stock option granted under the Option Plan.
(7) Includes 6,490 shares owned jointly by Mr. McVicker and his wife, 15,000
shares held in a trust as to which Mr. McVicker is trustee and beneficiary,
and 10,083 shares subject to a stock option granted under the Option Plan.
(8) These shares are held jointly by Mr. Phillips and his wife.
(9) The total of such shares includes 29,249 shares subject to stock options
granted under the Option Plan.
</FN>
</TABLE>
EXECUTIVE COMPENSATION
No cash compensation is paid directly by Marion Capital to any of its executive
officers. Each of such officers is compensated by First Federal.
The following table sets forth information as to annual, long-term and other
compensation for services in all capacities to Marion Capital and its
subsidiaries for the last three fiscal years of (i) the individuals who served
as the chief executive officer of Marion Capital during the fiscal year ended
June 30, 2000 and (ii) each other executive officer of Marion Capital serving as
such during the 2000 fiscal year, who earned over $100,000 in salary and bonuses
during that year.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long Term
Compensation
Annual Compensation Awards
---------------------------------------------------------------------------------------- -----------------------
Other Annual Restricted All Other
Fiscal Bonus Compensation Stock Compensation
Name and Principal Position Year Salary ($) ($)(1) ($)(2) Award(s) Options ($)
--------------------------------- ---------- ------------- ------------ -------------- ------------- --------- ----------------
<S> <C> <C> <C> <C> <C> <C>
<C>
Steven L. Banks, President and 2000 $198,900 $49,000 --- --- --- ---
Chief Executive Officer and 1999 155,125 40,000 --- --- --- ---
Director 1998 136,500 23,000 --- --- --- ---
Larry G. Phillips, Senior Vice 2000 $122,600 $26,000 --- --- --- ---
President, Secretary and 1999 117,350 28,600 --- --- --- ---
Treasurer 1998 110,500 18,000 --- --- --- ---
Michael G. Fisher, Vice 2000 $97,500 $17,000 --- --- --- ---
President of First Federal 1999 33,679 3,500 --- --- --- ---
Savings Bank of Marion 1998 --- --- --- --- --- ---
--------------
<FN>
(1) The bonus amounts were paid under First Federal's bonus plan. During the
year ended June 30, 1999, amounts were paid in December, 1998 and June,
1999 as First Federal switched from performing annual reviews and bonus
payments on a calendar year basis to a fiscal year basis.
(2) The executive officers of Marion Capital receive certain perquisites, but
the incremental cost of providing such perquisites does not exceed the
lesser of $50,000 or 10% of the officer's salary and bonus.
</FN>
</TABLE>
57
<PAGE>
STOCK OPTIONS
The following table includes the number of shares covered by exercisable and
unexercisable stock options held by the Named Executive Officers as of June 30,
2000. Also reported are the values for "in-the-money" options (options whose
exercise price is lower than the market value of the shares at fiscal year end)
which represent the spread between the exercise price of any such existing stock
options and the fiscal year-end market price of the stock. There were no stock
options granted to the Named Executive Officers during fiscal 2000. The Named
Executive Officers did not exercise any stock options during the last fiscal
year.
<TABLE>
<CAPTION>
Outstanding Stock Option Grants and Values Realized as of June 30, 2000
SUMMARY COMPENSATION TABLE
-----------------------------------------------------------------------------------------------------------------
Number of Securities
Underlying Unexercised
Options at Fiscal Year Value of Unexercised In-the-Money
End(#) Options at Fiscal Year End ($)(1)
----------------------------------- ----------------------------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
------------------------------ --------------- ------------------- --------------------- ------------------------
<S> <C> <C> <C> <C>
Steven L. Banks 10,083 --- $5,671.69 ---
Larry G. Phillips --- --- --- ---
--------------
<FN>
(1) Amounts reflecting gains on outstanding options are based on the average
between the high and low prices for the shares on June 30, 2000, which was
$20.8125 per share.
</FN>
</TABLE>
OFFICER SERPS
Effective February 1, 2000, Steve Banks entered into an Executive Shareholder
Benefit Plan Agreement under which, upon his retirement after attaining age 65,
he will be entitled to receive the annuitized value of his accrued benefit under
the agreement, payable over a 15-year period. That benefit is based on the
benefits which are required to be expensed over a period not to exceed 10 years
under generally accepted accounting principles. The amount to be expensed is
equal to 54.55% of the difference between (a) First Federal's aggregate
after-tax income derived from annual increases in the cash surrender value of a
specified hypothetical pool of no-load, no-surrender charge life insurance
policies and (b) a specified after-tax cost of funds expense incurred to acquire
such policies. As of June 30, 2000, the accrued benefit under this Agreement for
Steve Banks was $42,974. If Mr. Banks voluntarily terminates his employment with
First Federal before age 65 for any reason other than cause, he will be entitled
to his accrued benefit determined as of the date of his termination of
employment payable over a 15-year period commencing within 30 days following his
termination of employment. If his employment is terminated involuntarily,
including within three years following a change in control of First Federal, but
excluding termination for cause or for reasons of death or disability, or if he
voluntarily terminates his employment within three years following a change in
control of First Federal, he will be entitled to receive an annual payment of
$282,024 payable over a 15-year period commencing after Mr. Banks attains age
65. Death and disability benefits are also provided under this agreement. Upon a
change in control of First Federal, a secular trust is to be created and funded
with the present value of the annual benefit of $282,024 payable over 15 years,
plus the increased taxes resulting from the early taxation of those benefits at
the time such secular trust is created. These benefits are to be paid by the
secular trust upon Mr. Banks' attainment of age 65. The payment of benefits to
Mr. Banks under this Executive Shareholder Benefit Plan Agreement is currently
secured by a rabbi trust funded with insurance policies and other assets.
Under the merger agreement between Marion Capital and MUTUALFIRST Financial,
Inc., the merger is not to be deemed a change in control and the Agreement,
subject to certain amendments, is to continue in effect following the merger.
58
<PAGE>
Effective February 29, 2000, Larry G. Phillips entered into a Second Restated
Executive Supplemental Retirement Income Agreement under which, upon his
retirement after attaining age 65, he would be eligible to receive an annual
retirement benefit of $106,782 over a 15-year period. Mr. Phillips is also
eligible to receive an actuarially reduced benefit at age 55. If Mr. Phillips
voluntarily terminates his employment before age 65 for reasons other than
cause, his death, his disability or following a change in control, he will be
entitled to receive his accrued benefit under this agreement as of the date of
his termination, increased at an annual rate of 7.89% and payable over a 15-year
period commencing at age 65. If Mr. Phillips is involuntarily terminated other
than for cause and other than after a change in control of First Federal, he
will be entitled to receive his full annual benefit of $106,782 over a 15-year
period commencing at age 55. Death and disability benefits are also provided
under this agreement, including a $10,000 burial benefit. The benefits payable
under this agreement are secured by a rabbi trust funding with insurance
policies and other assets. Upon a change in control of First Federal, a secular
trust is to be created and funded with the present value of the $106,782 annual
benefit payable over 15 years plus the increased taxes resulting from the early
taxation of those benefits at the time such secular trust is created. Those
benefits are to be paid by the secular trust upon Mr. Phillips' attainment of
age 65.
Under the merger agreement between Marion Capital and MUTUALFIRST Financial,
Inc., Mr. Phillips will receive a cash payment in consideration for the
termination of this Agreement.
EMPLOYMENT CONTRACTS
First Federal has entered into three-year employment contracts with Mr. Banks
and Mr. Phillips (the "Employees"), effective January 17, 2000. Marion Capital
has guaranteed First Federal's obligations under these contracts. The contracts
extend annually for an additional one-year term to maintain their three-year
term if First Federal's Board of Directors determines to so extend them, unless
notice not to extend is properly given by either party to the contracts. The
Employees receive their current salary subject to increases approved by the
Board of Directors. The contracts also provide, among other things, for
participation in other fringe benefits and benefit plans available to First
Federal's employees. The Employees may terminate their employment upon 60 days'
written notice to First Federal. First Federal may discharge the Employees for
cause (generally, dishonesty, incompetence, forms of misconduct or certain legal
violations) at any time or in certain specified events. If First Federal
terminates the Employees' employment without cause or if the Employees terminate
their own employment for cause (generally, material changes in duties or
authority, breaches by First Federal of the contract, or a relocation of First
Federal's principal office by more than 25 miles), the Employees will receive
their base compensation under the contract for an additional three years if the
termination follows a change of control of Marion Capital, and for the balance
of the contract if the termination does not follow a change in control. In
addition, during such period, the Employees will continue to participate in
First Federal's group insurance plans and retirement plans, or receive
comparable benefits. Moreover, within a period of three months after such
termination following a change of control, the Employees will have the right to
cause First Federal to purchase any stock options they hold for a price equal to
the fair market value (as defined in the contract) of the shares subject to such
options minus their option price. If the payments provided for in the contract,
together with any other payments made to the Employees by First Federal, are
deemed to be payments in violation of the "golden parachute" rules of the Code,
such payments will be reduced to the largest amount which would not cause First
Federal to lose a tax deduction for such payments under those rules. As of the
date hereof, the cash compensation which would be paid under the contract to the
Employees if the contract were terminated after a change of control of Marion
Capital, without cause by First Federal or for cause by the Employees, would be
$585,000 in the case of Mr. Banks and $330,000 in the case of Mr. Phillips. For
purposes of this employment contract, a change of control of Marion Capital is
generally an acquisition of control, as defined in regulations issued under the
Change in Bank Control Act and the Savings and Loan Company Act.
The employment contract protects First Federal's confidential business
information and protects First Federal from competition by the Employees should
they voluntarily terminate their employment without cause or be terminated by
First Federal for cause.
The existence of these contracts may make a merger, other business combination
or change of control of First Federal more difficult or less likely. This is
because, unless the Employees are allowed to maintain their positions and
authority with First Federal, they will be entitled to payments which in the
aggregate may be deemed to be
59
<PAGE>
substantial. However, the employment contracts provide security to the
Employees, and the Board of Directors believe that it will encourage their
objective evaluation of opportunities for mergers, other business combinations
or other transactions involving a change of control of Marion Capital or First
Federal since they will be in a position to evaluate such transactions without
significant concerns about the matter in which such transactions will affect
their financial security.
The merger between Marion Capital and MUTUALFIRST Financial, Inc. will
constitute a change of control of Marion Capital for purposes of these
agreements. Pursuant to the merger agreement between those two corporations, the
employment contracts will be terminated and specified amounts paid to the
Employees in consideration of such termination.
COMPENSATION OF DIRECTORS
All directors of First Federal receive a retainer fee of $1,300 per month. All
directors receive $200 for each special meeting of the Board attended. Members
of Board Committees, other than officers, are paid a separate fee of $200 per
meeting. As Chairman of the Board of First Federal, Mr. Dalton receives a
retainer fee of $1,950 per month. As Vice Chairman of the Board of First
Federal, Mr. Banks receives a retainer fee of $1,625 per month.
Directors of Marion Capital are paid a fee of $100 per meeting if the meeting is
held on the same day as a meeting of First Federal and $200 per meeting if
Marion Capital meets on a different day.
SUPPLEMENTAL RETIREMENT PLAN FOR DIRECTORS. Effective May 1, 1992, and
April
1,
1999, First Federal entered into deferred compensation agreements with John M.
Dalton and the former directors listed below who served as directors during the
last fiscal year. These agreements provide that upon retirement from the Board
after attaining age 70, each director shall be entitled to receive annual
benefits in the following amounts for 10 years:
Period Remaining
Director Annual Payment Payable at June 30, 2000
-------- -------------- ------------------------
John M. Dalton $ 9,960 10 years
Jack O. Murrell $10,500 4 years, 8 months
W. Gordon Coryea (deceased) $ 8,748 4 years, 7 months
Following a change in control of First Federal, Mr. Dalton could require First
Federal to pay him certain of his benefits in a lump sum or over another payment
period. A director may also elect to receive his benefits upon attaining age 70
even if he remains on the Board of Directors. Mr. Murrell and Mr. Coryea each
had attained age 70 while on the Board and had begun receiving their benefits.
Mr. Coryea is now deceased. If service of Mr. Dalton is terminated prior to
attaining age 70, the director or his beneficiary may request acceleration of
payments based upon accruals to date.
If Mr. Dalton dies prior to attaining age 70, his beneficiary will receive
annual payments equal to the Board fees paid by First Federal in the twelve
months immediately prior to his death for a period of 15 years. If he or Mr.
Murrell dies after their benefits have commenced, their beneficiaries will be
entitled to receive the remaining payments over the balance of the applicable
payment period. Mr. Dalton's beneficiary is also entitled to a $10,000 death
benefit at his death.
First Federal for the fiscal year ended June 30, 2000, accrued an expense for
this plan of $34,080 which consisted of interest on this deferred liability
which accrues at an annual rate of 10.5%.
DEATH BENEFIT AGREEMENTS WITH MR. CORYEA. First Federal, as of April 30, 1998,
entered into an agreement with Mr. Coryea which provides that upon his death his
beneficiary will be entitled to receive for a 15-year period, an annual payment
of $26,000. Mr. Coryea's beneficiary is currently receiving these payments under
the plan.
First Federal has purchased paid-up life insurance on the lives of the directors
covered under the supplemental retirement plan for directors and death benefit
agreement described above, to fund the benefits available under these plans.
60
<PAGE>
EXCESS BENEFIT AGREEMENT AND DIRECTOR EMERITUS PLAN. On February 28, 1996, Mr.
Dalton entered into an Excess Benefit Agreement under which he receives,
commencing with attainment of age 65 in 1999, $41,681 per year payable over a
15-year period. He is currently receiving these payments which are secured by a
rabbi trust funded with insurance policies [and other assets]. In the event of a
change of control of First Federal, a secular trust is to be created and funded
with the present value of these benefits, plus the increased taxes resulting
from the early taxation of those benefits at the time such secular trust is
created. Under the merger agreement between Marion Capital and MUTUALFIRST
Financial, Inc., Marion Capital is to use its best efforts to seek the agreement
of Mr. Dalton to receive a cash payment as consideration for the termination of
this agreement.
John M. Dalton and Jack O. Murrell are parties to a Director Emeritus Plan under
which they are entitled to receive benefits equal to 50% of their regular
monthly Board fees if and when they serve as a Director Emeritus of First
Federal. Under the merger agreement between Marion Capital and MUTUALFIRST
Financial, Inc., Marion Capital is to use its best efforts to terminate these
agreements.
DALTON SERP. Effective February 29, 2000, John M. Dalton entered into a Second
Restated Executive Supplemental Retirement Income Agreement under which he would
be eligible to receive an annual retirement benefit of $99,000 over a 15-year
period, commencing with his attainment of age 65. He is currently receiving
those benefits. Death and disability benefits are also provided under this
agreement, including a $10,000 burial benefit. The payment of these benefits is
secured by a rabbi trust funded with insurance policies and other assets. Upon a
change in control of First Federal a secular trust is to be created to which the
present value of the $99,000 benefit payable over 15 years plus increased taxes
resulting from the early taxation of those benefits at the time such secular
trust is created. These benefits are to continue to be paid by the secular trust
to Mr. Dalton over the remainder of his 15-year payment period. Under the merger
agreement between Marion Capital and MUTUALFIRST Financial, Inc., Marion Capital
is to use its best efforts to cause Mr. Dalton to agree to receive a cash
payment as consideration for the termination of this agreement.
DIRECTORS SHAREHOLDER BENEFIT PLAN. On February 1, 2000, First Federal entered
into a Directors Shareholder Benefit Plan Agreement which provides benefits to
directors John M. Dalton, Jon R. Marler, Jerry McVicker and Steven L. Banks.
Under this plan, if the director remains in the service of First Federal until
his "Benefit Age" under the plan, he will be entitled to receive an annual
retirement benefit over a 15-year period commencing within 30 days following his
retirement or other termination of service after attaining his Benefit Age. The
retirement benefit is based on a specified percentage of the difference between
First Federal's after-tax income derived from annual increases in the cash
surrender value of a hypothetical pool of life insurance policies and the
after-tax cost of funds expense which would be incurred to acquire such
policies. If the director dies prior to attaining his Benefit Age but while in
the service of First Federal, his beneficiary will be entitled to an annual
Survivor's Benefit payable over a 15-year period commencing within 30 days of
his death.
If the director's service is voluntarily or involuntarily terminated prior to
attaining his Benefit Age for reasons other than cause, death, disability or
following a change in control, the director will receive his accrued benefit
under the plan as of the date of his termination of service, which is to be
credited with 7% annual interest per year, and is payable over a 15-year period
commencing on the first day of the month coinciding with or following the month
in which he attains his Benefit Age. If the director is terminated voluntarily
or involuntarily coincident with or following a change of control he will be
entitled to receive his annual Survivor's Benefit payable over a 15-year period
beginning on the first day of the month following his termination of service. If
the director is terminated for cause, all benefits will be forfeited by him.
There are also other specified death and disability benefits payable under the
plan.
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<PAGE>
The directors covered by this plan and their Benefit Ages and Survivor's
Benefits are as follows:
Annual Survivor's Benefit
Director Benefit Age Payable Over 15 Years
John M. Dalton 70 $ 9,167
Steven L. Banks 70 $49,528
Jon R. Marler 70 $41,391
Jerry McVicker 70 $32,431
These benefits are secured by a rabbi trust funded with insurance policies and
other assets. Upon a change of control of First Federal, a secular trust is to
be created and funded with the present value of the Survivor's Benefit. Under
the merger agreement between Marion Capital and MUTUALFIRST Financial, Inc.,
Marion Capital is to use its best efforts to obtain the consent of John M.
Dalton and Jon R. Marler to a cash payment in consideration for termination of
this Plan as to them. As to Mr. Banks and Mr. McVicker, the merger with
MUTUALFIRST Financial, Inc. is not to be deemed a change in control and the
Plan, subject to certain amendments, is to remain in place.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
First Federal Savings Bank of Marion may make available to its directors,
officers, and employees real estate mortgage loans secured by their principal
residence and other loans. First Federal Savings Bank of Marion, as permitted
under applicable regulations, has a benefit and compensation program which
permits its officers, directors and employees to receive loans from First
Federal Savings Bank of Marion at an annual rate which is 1/4% lower than the
rate charged members of the public. First Federal Savings Bank of Marion also
waives loan processing fees for such loans. Set forth below is certain
information as to loans where the aggregate indebtedness to First Federal
Savings Bank of Marion exceeded $60,000 at any time during the fiscal year ended
June 30, 2000, made to any of First Federal Savings Bank of Marion's directors
and executive officers pursuant to this program. All such loans were current as
of June 30, 2000.
<TABLE>
<CAPTION>
Highest
Balance Interest Rate
Outstanding Balance as in Effect on
Position with During the of June 30, 2000
Name First Federal Savings Year Ended June 30, or at Time
Bank of Marion Type of Loan June 30, 2000 2000 Loan Paid Off
--------------------------------------------------- ------------------- ----------------- ---------- ----------------
<S> <C> <C> <C> <C> <C>
Steven L. Banks(1) Director, President and Fixed Rate $94,498 $89,272 6.375%
Chief Executive Officer Mortgage
John M. Dalton Chairman of the Board Fixed Rate $485,000 $484,763 7.25%
Mortgage
Home Equity $99,226 --- 9.25%
Loan
Cynthia Fortney Vice President Fixed Rate $113,912 $105,894 6.875%
Mortgage
------------
<FN>
(1) 95% of the principal balance of the loan has been sold to the Federal Home
Loan Mortgage Corporation.
</FN>
</TABLE>
MUTUALFIRST MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
INTRODUCTION
Our principal business consists of attracting retail deposits from the general
public and investing those funds primarily in permanent loans secured by first
mortgages on owner-occupied, one- to four-family residences and in a variety of
consumer loans. We also originate loans secured by commercial and multi-family
real estate, commercial business loans and construction loans secured primarily
by residential real estate. We are headquartered in Muncie,
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<PAGE>
Indiana and have 13 retail offices primarily serving Delaware, Randolph and
Kosciusko counties in Indiana. We also originate mortgage loans in contiguous
counties and we originate indirect consumer loans throughout Indiana and western
Ohio.
The following discussion is intended to assist your understanding of our
financial condition and results of operations. The information contained in this
section should be read in conjunction with our consolidated financial statements
and the accompanying notes to our consolidated financial statements.
Our results of operations depend primarily on our net interest income, which is
the difference between interest income on interest-earning assets, which
principally consist of loans and mortgage-backed and investment securities, and
interest expense on interest-bearing liabilities, which principally consist of
deposits and borrowings. Our results of operations also are affected by the
level of our noninterest income and expenses and income tax expense.
MANAGEMENT STRATEGY
Our strategy is to operate as an independent, retail oriented financial
institution dedicated to serving customers in our market areas. Our commitment
is to provide a broad range of products and services to meet the needs of our
customers. As part of this commitment, we are looking to increase our emphasis
on commercial business products and services. We have a fully interactive
transactional website. In addition, we are continually looking at cost-effective
ways to expand our market area.
Financial highlights of our strategy include:
o CONTINUING AS A DIVERSIFIED LENDER. We have been successful in
diversifying our loan portfolio to reduce our reliance on any one type
of loan. Since 1994, approximately 32% of our loan portfolio has
consisted of consumer, multi-family and commercial real estate and
commercial business loans.
o CONTINUING AS A LEADING ONE- TO FOUR-FAMILY LENDER. We are one of the
largest originators of one- to four-family residential loans in our
three county market area. During 1999, we originated $71.3 million of
one- to four-family residential loans.
o CONTINUING OUR STRONG ASSET QUALITy. Since 1994, our ratio of
non-performing assets to total assets has not exceeded .62% and at
December 31, 1999 this ratio was .30%.
o CONTINUING OUR STRONG CAPITAL POSITION. As a result of our
conservative risk management and consistent profitability, we have
historically maintained a strong capital position. At December 31,
1999, our ratio of stockholders' equity to total assets was 17.8%.
ASSET AND LIABILITY MANAGEMENT AND MARKET RISK
OUR RISK WHEN INTEREST RATES CHANGE. The rates of interest we earn on assets and
pay on liabilities generally are established contractually for a period of time.
Market interest rates change over time. Accordingly, our results of operations,
like those of other financial institutions, are impacted by changes in interest
rates and the interest rate sensitivity of our assets and liabilities. The risk
associated with changes in interest rates and our ability to adapt to these
changes is known as interest rate risk and is our most significant risk.
HOW WE MEASURE OUR RISK OF INTEREST RATE CHANGES. As part of our attempt to
manage our exposure to changes in interest rates and comply with applicable
regulations, we monitor our interest rate risk. In monitoring interest rate
risk, we continually analyze and manage assets and liabilities based on their
payment streams and interest rates, the timing of their maturities, and their
sensitivity to actual or potential changes in market interest rates.
In order to minimize the potential for adverse effects of material and prolonged
increases in interest rates on our results of operations, we adopted asset and
liability management policies to better match the maturities and repricing
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<PAGE>
terms of our interest-earning assets and interest-bearing liabilities. Mutual
Federal's board of directors sets and recommends our asset and liability
policies which are implemented by the asset and liability management committee.
The asset and liability management committee is chaired by the chief financial
officer and is comprised of members of our senior management. The purpose of the
asset and liability management committee is to communicate, coordinate and
control asset/liability management consistent with our business plan and board
approved policies. The asset and liability management committee establishes and
monitors the volume and mix of assets and funding sources taking into account
relative costs and spreads, interest rate sensitivity and liquidity needs. The
objectives are to manage assets and funding sources consistent with liquidity,
capital adequacy, growth, risk and profitability goals. The asset and liability
management committee generally meets monthly to review, among other things,
economic conditions and interest rate outlook, current and projected liquidity
needs and capital position, anticipated changes in the volume and mix of assets
and liabilities and interest rate risk exposure limits versus current
projections pursuant to net present value of portfolio equity analysis and
income simulations. At each meeting, the asset and liability management
committee recommends appropriate strategy changes based on this review. The
chief financial officer or his designee is responsible for reviewing and
reporting on the effects of the policy implementations and strategies to the
board of directors, at least quarterly.
In order to manage our assets and liabilities and achieve the desired liquidity,
credit quality, interest rate risk, profitability and capital targets, we have
sought to:
o originate and purchase adjustable rate mortgage loans and commercial
business loans,
o originate shorter-term consumer loans,
o manage our deposits to establish stable deposit relationships,
o acquire longer-term borrowings at fixed interest rates, when
appropriate, to offset the negative impact of longer-term fixed rate
loans in our loan portfolio, and
o limit the percentage of fixed-rate loans in our portfolio.
Depending on the level of general interest rates, the relationship between long-
and short-term interest rates, market conditions and competitive factors, the
asset and liability management committee may increase our interest rate risk
position somewhat in order to maintain our net interest margin. We intend to
increase our emphasis on the origination of relatively short-term and/or
adjustable rate loans. In addition, in an effort to maintain our limit on the
percentage of fixed-rate loans, in 1998, we sold $35.1 million of fixed-rate,
one- to four-family mortgage loans in the secondary market.
The asset and liability management committee regularly reviews interest rate
risk by forecasting the impact of alternative interest rate environments on net
interest income and market value of portfolio equity, which is defined as the
net present value of an institution's existing assets, liabilities and
off-balance sheet instruments, and evaluating such impacts against the maximum
potential changes in net interest income and market value of portfolio equity
that are authorized by our board of directors.
The Office of Thrift Supervision provides Mutual Federal with the information
presented in the following tables. The tables present the change in our net
portfolio value at June 30, 2000 and 1999, and December 31, 1999 and 1998 that
would occur upon an immediate change in interest rates based on Office of Thrift
Supervision assumptions, but without effect to any steps that management might
take to counteract that change.
64
<PAGE>
<TABLE>
<CAPTION>
June 30, 2000
--------------------------------------------------------------------------------------
Change in
Interest Rates in Net Portfolio Value
Basis Points ("bp") Net Portfolio Value as % of PV of Assets
(Rate Shock ------------------------------------ ----------------------
in Rates)(1) $ Amount $ Change % Change NPV Ratio Change
-------------------- -------- -------- -------- --------- --------
<S> <C> <C> <C> <C> <C>
+300 bp $43,916 $(29,825) (40)% 8.57% (498) bp
+200 bp 54,010 (19,732) (27) 10.27 (308) bp
+100 bp 64,143 (9,598) (13) 11.90 (146) bp
0 bp 73,742 --- --- 13.35 ---
-100 bp 81,582 7,840 11 14.47 112 bp
-200 bp 86,101 12,359 17 15.05 169 bp
-300 bp 90,096 16,354 22 15.52 217 bp
</TABLE>
<TABLE>
<CAPTION>
June 30, 1999
--------------------------------------------------------------------------------------
Change in
Interest Rates in Net Portfolio Value
Basis Points ("bp") Net Portfolio Value as % of PV of Assets
(Rate Shock ------------------------------------ ----------------------
in Rates)(1) $ Amount $ Change % Change NPV Ratio Change
-------------------- -------- -------- -------- --------- --------
<S> <C> <C> <C> <C> <C>
+300 bp $21,591 $(24,027) (53)% 4.75% (460) bp
+200 bp 30,255 (15,363) (34) 6.49 (286) bp
+100 bp 38,555 (7,063) (15) 8.07 (128) bp
0 bp 45,618 --- --- 9.35 ---
-100 bp 50,475 4,858 11 10.18 83 bp
-200 bp 53,776 8,158 18 10.69 135 bp
-300 bp 56,963 11,345 25 11.18 183 bp
</TABLE>
<TABLE>
<CAPTION>
December 31, 1999
--------------------------------------------------------------------------------------
Change in
Interest Rates in Net Portfolio Value
Basis Points ("bp") Net Portfolio Value as % of PV of Assets
(Rate Shock ------------------------------------ ----------------------
in Rates)(1) $ Amount $ Change % Change NPV Ratio Change
-------------------- -------- -------- -------- --------- --------
<S> <C> <C> <C> <C> <C>
+300 bp $41,797 $(29,979) (42)% 8.40% (498) bp
+200 bp 52,208 (19,568) (27) 10.23 (316) bp
+100 bp 62,435 (9,341) (13) 11.92 (147) bp
0 bp 71,776 --- --- 13.39 ---
-100 bp 79,142 7,366 10 14.48 109 bp
-200 bp 84,484 12,709 18 15.21 182 bp
-300 bp 88,638 16,862 23 15.74 236 bp
</TABLE>
65
<PAGE>
<TABLE>
<CAPTION>
December 31, 1998
--------------------------------------------------------------------------------------
Change in
Interest Rates in Net Portfolio Value
Basis Points ("bp") Net Portfolio Value as % of PV of Assets
(Rate Shock ------------------------------------ ----------------------
in Rates)(1) $ Amount $ Change % Change NPV Ratio Change
-------------------- -------- -------- -------- --------- --------
<S> <C> <C> <C> <C> <C>
+300 bp $31,509 $(15,656) (33)% 7.04% (292) bp
+200 bp 37,901 (9,264) (20) 8.29 (167) bp
+100 bp 43,368 (3,797) (8) 9.30 (66) bp
0 bp 47,165 --- --- 9.96 ---
-100 bp 48,863 1,698 4 10.20 24 bp
-200 bp 49,910 2,745 6 10.31 35 bp
-300 bp 52,273 5,109 11 10.65 69 bp
-----------
<FN>
(1) Assumes an instantaneous uniform change in interest rates at all
maturities.
</FN>
</TABLE>
The Office of Thrift Supervision uses certain assumptions in assessing the
interest rate risk of savings associations. These assumptions relate to interest
rates, loan prepayment rates, deposit decay rates, and the market values of
certain assets under differing interest rate scenarios, among others.
As with any method of measuring interest rate risk, certain shortcomings are
inherent in the method of analysis presented in the foregoing tables. For
example, although certain assets and liabilities may have similar maturities or
periods to repricing, they may react in different degrees to changes in market
interest rates. Also, the interest rates on certain types of assets and
liabilities may fluctuate in advance of changes in market interest rates, while
interest rates on other types may lag behind changes in market rates.
Additionally, certain assets, such as adjustable rate mortgage loans, have
features which restrict changes in interest rates on a short-term basis and over
the life of the asset. Further, if interest rates change, expected rates of
prepayments on loans and early withdrawals from certificates could deviate
significantly from those assumed in calculating the tables.
FINANCIAL CONDITION AT JUNE 30, 2000 COMPARED TO DECEMBER 31, 1999
Assets totaled $566 million at June 30, 2000, an increase from December 31, 1999
of $21.5 million for an annualized growth rate of 7.9%. This growth occurred in
net loans, up $21.9 million from year-end 1999 primarily due to a $16.8 million
increase in consumer loans. Loan growth was funded by growth of deposits and a
reduction of cash and cash equivalents.
Deposits totaled $392.8 million a June 30, 2000 an increase of $28.2 million or
an annualized rate of 15.5% from December 31, 1999. Increases in Public Entity
Deposits of $23.4 million, and increases in short-term savings and transaction
type accounts of $7 million account for this growth. Total borrowings decreased
$8.4 million to $66.5 million, as a result of the utilization of a portion of
the proceeds from the stock sale and a reduction of cash, which had been held
for Y2K purposes.
Shareholders' equity increased $2.3 million from $96.7 million at December 31,
1999 to $99 million at June 30, 2000. The increase was due to net income for the
six months ended June 30, 2000 of $3.1 million and Employee Stock Ownership Plan
(ESOP) shares earned of $152,000. Cash dividends declared of $815,000 and an
increase in the unrealized loss on available for sale securities of $103,000
partially offset these increases.
FINANCIAL CONDITION AT DECEMBER 31, 1999 COMPARED TO DECEMBER 31,
1998
GENERAL. Our total assets increased by $75 million, or 16%, to $544.5 million at
December 31, 1999 from $469.5 million at December 31, 1998. The increase was
mainly due to an increase in net loans of $44.6 million, or 11.2%, an increase
in investment securities of $16.8 million, or 66.8%, and an increase in cash for
Y2K preparation of $7.8
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<PAGE>
million, or 69%. These increases were funded primarily by an increase of $22.4
million in borrowed funds and the net proceeds of $49.9 million from our stock
offering as part of the Bank's mutual-to-stock conversion.
LOANS. Our net loan portfolio increased from $398.1 million at December 31, 1998
to $442.8 million at December 31, 1999. The increase in the loan portfolio over
this time period was due to continued strong loan demand caused by a combination
of a strong economy and low interest rates. The loan portfolio increased most in
the one- to four-family category, from $264.5 million at December 31, 1998 to
$286.6 million at December 31, 1999 and in the RV/Boat loan category from $42.7
million at December 31, 1998 to $58.0 million at December 31, 1999.
SECURITIES. Investment securities amounted to $25.2 million at December 31, 1998
and $42.0 million at December 31, 1999. The increase of $16.8 million, or 66.7%,
was primarily due to the investment of a portion of the conversion proceeds.
LIABILITIES. Our total liabilities increased $22.1 million, or 5.2%, to $447.8
million at December 31, 1999 from $425.7 million at December 31, 1998. This
increase was due primarily to an increase in borrowed funds of $22.4 million.
STOCKHOLDERS' EQUITY. Stockholders' equity increased $52.9 million from $43.8
million at December 31, 1998 to $96.7 million at December 31, 1999. The increase
was primarily due to net proceeds from our stock offering of $49.9 million,
stock contributed to the charitable foundation of $2.2 million and net income
for 1999 of $846,000. These increases were partially offset by a decrease in the
unrealized gains (losses) on securities available for sale of $328,000.
FINANCIAL CONDITION AT DECEMBER 31, 1998 COMPARED TO DECEMBER 31, 1997
GENERAL. Our total assets increased by $10.8 million, or 2.4%, to $469.5 million
at December 31, 1998 from $458.7 million at December 31, 1997, despite the sale
of $35.1 million of loans during 1998 and the use of a portion of the proceeds
from this sale to pay down Federal Home Loan Bank advances.
LOANS. Our net loan portfolio decreased from $399.3 million at December 31, 1997
to $398.1 million at December 31, 1998. The decrease in the loan portfolio over
this time period was due to the sale of $35.1 million of one- to four-family
fixed-rate long term loans during the year for asset/liability management
purposes. Loan origination volume for 1998 exceeded volume for 1997 by $47.3
million.
SECURITIES. Investment securities amounted to $22.5 million at December 31,
1997, and $25.2 million at December 31, 1998. The increase of $2.7 million, or
11.9%, was primarily a result of the reinvestment of some of the proceeds from
the loan sales discussed above.
LIABILITIES. Our total liabilities increased $6.7 million, or 1.6%, to $425.7
million at December 31, 1998 from $419.0 million at December 31, 1997. This
increase was due primarily to an increase in deposits of $21.1 million,
partially due to aggressively marketing our money market accounts. In November
1997, we acquired $14.1 million in deposits and an insignificant amount of loans
and other assets as part of an acquisition of a branch facility of another bank
in Albany, Indiana. This increase was partially offset by a $13.8 million
decrease in borrowed funds, which were paid off through the proceeds from the
loan sales.
EQUITY. Total equity amounted to $43.8 million, or 9.3% of total assets, at
December 31, 1998 and $39.7 million, or 8.7% of total assets, at December 31,
1997. This increase in equity was due to continued profitable operations.
67
<PAGE>
AVERAGE BALANCES, NET INTEREST INCOME, YIELDS EARNED AND RATES PAID
The following table presents for the periods indicated the total dollar amount
of interest income from average interest-earning assets and the resultant
yields, as well as the interest expense on average interest-bearing liabilities,
expressed both in dollars and rates. No tax equivalent adjustments were made.
All average balances are daily average balances. Non-accruing loans have been
included in the table as loans carrying a zero yield.
<TABLE>
<CAPTION>
Year Ended December 31,
------------------------------------------------------------------------------------------------------------------------------------
1999 1998 1997
------------------------------------------------------------------------------------------------------------------------------------
Average Interest Average Average Interest Average Average Interest Average
Outstanding Earned/ Yield/ Outstanding Earned/ Yield/ Outstanding Earned/ Yield/
Balance Paid Rate Balance Paid Rate Balance Paid Rate
----------- -------- -------- ----------- -------- ------- ----------- -------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Interest-Earning Assets:
Interest-bearing deposits............. $ 3,664 $ 161 $ 4.39% $ 7,330 $ 358 4.88% $ 3,908 $ 217 5.55%
Trading account securities............ 1,134 67 5.91 337 20 5.93 603 39 6.47
Mortgage-backed securities:
Available-for-sale................. 5,006 323 6.45 4,575 329 7.19 4,498 334 7.43
Investment securities
Available-for-sale................. 8,294 470 5.67 7,001 416 5.94 8,164 486 5.95
Held-to-maturity................... 12,365 733 5.93 9,642 584 6.06 8,995 478 5.31
Loans receivable...................... 422,611 32,739 7.75 399,982 32,488 8.12 389,731 32,242 8.27
Stock in FHLB of Indianapolis......... 3,926 318 8.10 3,612 279 7.72 3,470 289 8.33
--------- ------- -------- ------- -------- -------
Total interest-earning assets(1)...... 457,000 34,811 7.62 432,479 34,474 7.97 419,369 34,085 8.13
------- ------- -------
Non-interest earning assets,
net of allowance for
loan losses and unrealized
gain/loss.............................. 40,162 32,362 23,849
-------- -------- --------
Total assets.......................... $497,162 $464,841 $443,218
======== ======== ========
Interest-Bearing Liabilities:
Demand and NOW accounts................ $ 54,122 553 1.02 $ 49,646 745 1.50 $ 44,803 719 1.60
Savings deposits....................... 42,709 853 2.00 41,332 1,038 2.51 40,224 1,114 2.77
Money market accounts.................. 29,299 1,056 3.60 16,442 560 3.41 12,888 391 3.03
Certificate accounts................... 252,452 13,392 5.30 250,953 14,100 5.62 239,311 13,179 5.51
-------- ------- -------- ------- -------- -------
Total deposits......................... 378,582 15,854 4.19 358,373 16,443 4.59 337,226 15,403 4.57
Borrowings............................. 60,620 3,388 5.59 55,234 3,247 5.88 61,491 3,679 5.98
-------- ------- -------- ------- -------- -------
Total interest-bearing liabilities.... 439,202 19,242 4.38 413,607 19,690 4.76 398,717 19,082 4.79
------- ------- -------
Other liabilities...................... 11,767 9,115 8,086
-------- -------- --------
Total liabilities..................... 450,969 422,722 406,803
Stockholders' equity................... 46,193 42,119 36,415
-------- -------- --------
Total liabilities and stockholders'
equity$............................. $497,162 $464,841 $443,218
======== ======== ========
Net earning assets...................... $ 17,798 $ 18,872 $ 20,652
======== ======== ========
Net interest income..................... $15,569 $14,784 $15,003
======= ======= =======
Net interest rate spread................ 3.24% 3.21% 3.34%
====== ====== =====
Net yield on average
interest-earning assets................ 3.41% 3.42% 3.58%
====== ====== =====
Average interest-earning assets to
average interest-bearing liabilities... 104.05% 104.56% 105.18%
====== ====== ======
----------------
<FN>
(1) Calculated net of deferred loan fees, loan discounts, loans in process and
loss reserves.
</FN>
</TABLE>
68
<PAGE>
RATE/VOLUME ANALYSIS
The following table presents the dollar amount of changes in interest income and
interest expense for major components of interest-earning assets and
interest-bearing liabilities. For each category of interest-earning assets and
interest-bearing liabilities, information is provided on changes attributable to
(1) changes in volume, which are changes in volume multiplied by the old rate,
and (2) changes in rate, which are changes in rate multiplied by the old volume.
Changes attributable to both rate and volume which cannot be segregated have
been allocated proportionately to the change due to volume and the change due to
rate.
<TABLE>
<CAPTION>
Year Ended December 31,
---------------------------------------------------------------------
1999 vs. 1998 1998 vs. 1997
--------------------------------- -----------------------------------
Increase Increase
(Decrease) (Decrease)
Due to Total Due to Total
------------------- Increase -------------------- Increase
Volume Rate (Decrease) Volume Rate (Decrease)
--------- ------ ---------- -------- ------ ----------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C> <C>
Interest-earning assets:
Interest-bearing deposits.................. $ (164) $ (33) $(197) $ 170 $ (29) $ 141
Trading accounting securities.............. 47 --- 47 (16) (3) (19)
Mortgage-backed securities................. 29 (35) (6) 6 (11) (5)
Investment securities:
Available-for-sale...................... 74 (20) 54 (69) (1) (70)
Held-to-maturity......................... 162 (13) 149 36 70 106
Loans receivable........................... 1,791 (1,540) 251 839 (593) 246
Stock in FHLB of Indianapolis.............. 25 15 40 12 (22) (10)
------ ------- ----- ------- ----- ------
Total interest-earning assets............ $1,964 $(1,626) 338 $ 978 $(589) 389
====== ======= ----- ======= ====== ------
Interest-bearing liabilities:
Demand and NOW accounts.................... $ 62 $ (254) (192) 75 $ (49) 26
Savings deposits........................... 36 (309) (273) 30 (106) (76)
Money market accounts...................... 462 34 496 117 52 169
Certificate accounts....................... 83 (703) (620) 650 271 921
Borrowings................................. 306 (165) 141 (369) (63) (432)
------ -------- ----- ------- ------- ------
Total interest-bearing liabilities....... $ 949 $(1,397) (448) $ 503 $ 105 608
======= ======= ----- ======= ===== -----
Net interest income......................... $ 786 $(219)
===== ======
</TABLE>
69
<PAGE>
COMPARISON OF RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2000 AND
1999
Net income was $3.1 million or 57 cents for both basic and diluted earnings per
share for the six-month period ended June 30, 2000. This compared to net income
for the comparable period in 1999 of $1.9 million. The increase in earnings was
primarily due to an increase in net interest income partially offset by an
increase in non-interest expenses and income tax expense. The annualized return
on average assets was 1.12% and .80% for the six-month period ended June 30,
2000, and 1999, respectively.
Interest income increased $2.7 million, or 16.2%, from $16.7 million for the six
months ended June 30, 1999 to $19.4 million for the same period in 2000.
Interest expense increased $470,000, or 5.1%, from $9.3 million for the
six-months ended June 30, 1999 to $9.7 million the same period in 2000. As a
result, net interest income for the six months ended June 30, 2000 increased
$2.2 million, or 29.4%, compared to the same period in 1999. The increase in net
interest income was due primarily to a $46.3 million increase in the average
outstanding balance of loans receivable and a $20.2 million increase in the
average outstanding balance of investment securities available for sale. The
increase in average loans outstanding was due to increased loan demand. The
increase in investment securities available for sale was from proceeds received
in conjunction with MUTUALFIRST's stock issuance. Net proceeds of the stock
issuance after cost, and excluding the shares issued for the ESOP, were $49.9
million. Also, the net interest rate spread increased to 3.24% for the six
months ended June 30, 2000 from 3.22% during the same period in 1999.
MUTUALFIRST's provision for loan losses for the six months ended June 30, 2000
was $324,000, compared to $380,000 for the same period in 1999. Mutual Federal
reviews all loans on an individual basis when the loan reaches 90 days past due,
at which point they are put on non-accrual status.
Non-interest income increased $400,000, or 30.5%, for the six months ended June
30, 2000 compared to the same period in 1999 primarily due to transaction
account growth resulting in an increase in service fee income and commissions of
$268,000 and a gain of $25,000 on net trading account activity compared to a
trading loss of $75,000 for the six months ended June 30,1999.
Non-interest expense increased $900,000, or 16.1%, for the six months ended June
30, 2000, compared to the same period in 1999. Salaries and employee benefits
were $3.7 million for the six months ended June 30, 2000, compared to $3.2
million for the 1999 period, an increase of $500,000, or 15.6%. This increase
resulted primarily from $152,000 of compensation expense related to the ESOP,
and the additions to staffing for a new in-store branch opened in 1999. In
addition, both the commercial and consumer lending staffs were expanded. Other
expenses also increased $391,000 for the six months ended June 30, 2000,
compared to the same period in 1999. The increase in other expenses resulted
from nominal increases in a variety of expense categories. These increases were
partially offset by a $58,000 decrease in deposit insurance expense from the six
months ended June 30, 2000, compared to the same period in 1999 due to a rate
reduction.
Income tax expense increased $605,000 for the six months ended June 30, 2000
compared to the same period in 1999. The increase was a result of increased
taxable income for the period.
COMPARISON OF RESULTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 1999 AND
1998
GENERAL. Net income for year ended December 31, 1999 decreased $3.3 million to
$846,000 compared to $4.1 million for the year ended December 31, 1998. The
decline in net income was primarily due to a one-time nonrecurring $4.5 million
contribution to the Mutual Federal Savings Bank Charitable Foundation, Inc. made
in connection with the stock conversion.
NET INTEREST INCOME. Net interest income increased $786,000, or 5.3%, to $15.6
million for 1999 from $14.8 million for 1998 reflecting a $448,000 or 2.3%
decrease in interest expense and a $338,000 or 1% increase in interest income.
Our interest rate spread increased to 3.24% for 1999 from 3.21% for 1998. In
addition, the ratio of average interest earning assets to average interest
bearing liabilities decreased to 104.05% for 1999 from 104.56% for 1998.
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<PAGE>
INTEREST INCOME. The increase in interest income during the year ended December
31, 1999 was due to an increase in the average balance of interest earning
assets partially offset by a lower yield. The average balance of the loan
portfolio increased $22.6 million or 5.7% to $422.6 million for 1999 from $400
million for 1998 due to continued strong loan demand. The average yield on our
loan portfolio decreased from 8.12% in 1998 to 7.75% in 1999 primarily due to
continued refinancing activity resulting from lower market rates of interest.
INTEREST EXPENSE. The decrease in interest expense during the year ended
December 31, 1999 was primarily due to a reduction in the average rate paid on
deposits and borrowed funds from 4.76% in 1998 to 4.38% in 1999. This was
partially offset by an increase in the average balances of borrowings and
deposits from $413.6 million in 1998 to $439.2 million in 1999.
PROVISION FOR LOAN LOSSES. For the year ended December 31, 1999, the provision
for loan losses amounted to $760,000 compared to a provision for loan losses in
1998 of $1.3 million. The decrease was primarily due to a $500,000 provision for
loans in litigation in 1998 with no corresponding provision in 1999.
OTHER INCOME. Other income amounted to $2.9 million and $3.4 million for the
years ended December 31, 1999 and 1998, respectively. For the year 1999, service
charges and fee income was $1.7 million compared to $1.5 million for 1998
representing an increase of $200,000 or 13.3%. This increase was primarily due
to higher fees collected as a result of increased volumes in checking account
activity. Net gains on loan sales in 1998 were $806,000; there were no loan
sales in 1999.
OTHER EXPENSES. Exclusive of the $4.5 million contribution to the foundation,
total operating expenses increased to $12.2 million for 1999 compared to $10.8
million for year 1998 representing an increase of $1.4 million or 13%. This
increase was primarily attributed to a $1.1 million increase in salaries and
employee benefits due to a full year of expense for the employee stock ownership
plan in the fourth quarter, an increased bank-wide incentive bonus, increased
retirement benefit cost and staff expansion in branches and business banking
activity. Additionally, equipment expenses increased to $829,000 for 1999 from
$613,000 for 1998 primarily due to a change in the estimated useful life of
certain data processing equipment.
INCOME TAX EXPENSE. Income tax expense decreased $1.9 million, or 93.3%, from
1998 to 1999. This variation in income tax expense is directly related to
taxable income and the low income housing income tax credits earned during those
years. The effective tax rate was 14% and 33.1% for 1999 and 1998, respectively.
The effective rate declined in 1999 as compared to 1998 because the low-income
housing income tax credits remained relatively constant while the level of
income declined. The effective tax rate is expected to increase in future
periods.
COMPARISON OF RESULTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 1998 AND
1997
GENERAL. We reported net income of $4.1 million for the years ended December 31,
1998 and 1997.
NET INTEREST INCOME. Net interest income decreased $219,000, or 1.5%, to $14.8
million for 1998 from $15.0 million for 1997, reflecting a $608,000, or 3.2%,
increase in interest expense, partially offset by a $389,000, or 1.1%, increase
in interest income. Our interest rate spread decreased to 3.21% for 1998 from
3.34% for 1997. In addition, the ratio of average interest-earning assets to
average interest-bearing liabilities decreased to 104.6% for 1998 from 105.2%
for 1997.
INTEREST INCOME. The increase in interest income during the year ended December
31, 1998 was primarily due to an increase in the average balance of
interest-earning assets offset by a lower yield. The average balance of the loan
portfolio increased $10.3 million, or 2.6%, to $400.0 million for 1998 from
$389.7 for 1997, due to increased loan demand. The average yield earned on our
loan portfolio decreased from 8.27% in 1997 to 8.12% in 1998, primarily due to
refinancing activity resulting from a general decrease in market rates of
interest.
INTEREST EXPENSE. The increase in interest expense during the year ended
December 31, 1998 was primarily due to the increase of $21.1 million, or 6.3%,
in the average balance of deposits, primarily due to the acquisition of $14.0
million in deposits at the end of 1997. This was partially offset by a decrease
in the average balance of borrowings. The average rate paid on deposits
increased slightly from 4.57% in 1997 to 4.59% in 1998, due to an increase in
the
71
<PAGE>
average rate paid on certificate accounts. The average rate paid on borrowings
decreased from 5.98% in 1997 to 5.88% in 1998.
PROVISION FOR LOAN LOSSES. For the year ended December 31, 1998, the provision
for loan losses amounted to $1.3 million compared to a provision for loan losses
in 1997 of $700,000. The increase was primarily due to a $500,000 provision for
loans in litigation.
OTHER INCOME. Other income amounted to $3.4 million and $2.1 million for the
years ended December 31, 1998 and 1997, respectively. The increase consisted
primarily of a $806,000 gain from the sale of mortgage loans in 1998 compared to
a $184,000 gain in 1997, as well as a growth in transaction accounts.
OTHER EXPENSES. Other expenses increased $668,000, or 6.6%, to $10.8 million for
the year ended December 31, 1998 compared to the year ended December 31, 1997.
This increase was primarily due to a $567,000 or 10.2% increase in personnel
expenses and a $27,000 or 4.5% increase in occupancy costs resulting from the
purchase of a full service branch office late in 1997.
LIQUIDITY AND COMMITMENTS
Mutual Federal is required to maintain minimum levels of investments that
qualify as liquid assets under Office of Thrift Supervision regulations.
Liquidity may increase or decrease depending upon the availability of funds and
comparative yields on investments in relation to the return on loans.
Historically, we have maintained liquid assets at levels above the minimum
requirements imposed by Office of Thrift Supervision regulations and above
levels believed to be adequate to meet the requirements of normal operations,
including potential deposit outflows. Cash flow projections are regularly
reviewed and updated to ensure that adequate liquidity is maintained. At
December 31, 1999, our regulatory liquidity ratio, which is our liquid assets as
a percentage of net withdrawable savings deposits with a maturity of one year or
less and current borrowings, was 9.93%. As of June 30, 2000, Mutual Federal had
liquid assets of $45.9 million and a liquidity ratio of 8.95%.
Our liquidity, represented by cash and cash equivalents, is a product of our
operating, investing and financing activities. Our primary sources of funds are
deposits, amortization, prepayments and maturities of outstanding loans and
mortgage-backed securities, maturities of investment securities and other
short-term investments and funds provided from operations. While scheduled
payments from the amortization of loans and mortgage-backed securities and
maturing investment securities and short-term investments are relatively
predictable sources of funds, deposit flows and loan prepayments are greatly
influenced by general interest rates, economic conditions and competition. In
addition, we invest excess funds in short-term interest-earning assets, which
provide liquidity to meet lending requirements. We also generate cash through
borrowings. We utilize Federal Home Loan Bank advances to leverage our capital
base and provide funds for our lending and investment activities, and to enhance
our interest rate risk management.
Liquidity management is both a daily and long-term function of business
management. Excess liquidity is generally invested in short-term investments
such as overnight deposits or U.S. Agency securities. We use our sources of
funds primarily to meet our ongoing commitments, to pay maturing certificates of
deposit and savings withdrawals, to fund loan commitments and to maintain our
portfolio of mortgage-backed securities and investment securities. At December
31, 1999, the total approved loan origination commitments outstanding amounted
to $11.0 million. At the same date, the unadvanced portion of construction loans
was $4.7 million. At December 31, 1999, unused home equity lines of credit
totaled $26.0 million and outstanding letters of credit totaled $3.6 million. As
of December 31, 1999, certificates of deposit scheduled to mature in one year or
less totaled $158.5 million, and investment and mortgage-backed securities
scheduled to mature in one year or less totaled $2.1 million. Based on
historical experience, management believes that a significant portion of
maturing deposits will remain with us. We anticipate that we will continue to
have sufficient funds, through deposits and borrowings, to meet our current
commitments.
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<PAGE>
CAPITAL
Consistent with our goals to operate a sound and profitable financial
organization, Mutual Federal actively seeks to remain a "well capitalized"
institution in accordance with regulatory standards. Total stockholders' equity
of MUTUALFIRST was $96.7 million at December 31, 1999, or 17.76% of total assets
on that date. As of December 31, 1999, Mutual Federal exceeded all capital
requirements of the Office of Thrift Supervision. Mutual Federal's regulatory
capital ratios at December 31, 1999 were as follows: core capital 13.6%; Tier I
risk-based capital, 20.7%; and total risk-based capital, 21.7%. The regulatory
capital requirements to be considered well capitalized are 5.0%, 6.0% and 10.0%,
respectively.
IMPACT OF ACCOUNTING PRONOUNCEMENTS
In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities." The Statement establishes accounting and
reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts (collectively referred to as
derivatives) and hedging activities. The Statement requires an entity to
recognize all derivatives as either assets or liabilities in the statement of
financial position and measure those instruments at fair value. The Statement is
effective for our financial statements for all fiscal quarters for the fiscal
year ending December 31, 2001. The adoption of this Statement is not expected to
have a material impact on our consolidated financial statements.
IMPACT OF INFLATION
Our consolidated financial statements have been prepared in accordance with
generally accepted accounting principles. These principles require the
measurement of financial position and operating results in terms of historical
dollars, without considering changes in the relative purchasing power of money
over time due to inflation.
Our primary assets and liabilities are monetary in nature. As a result, interest
rates affect our performance more than general levels of inflation. Interest
rates, however, do not necessarily move in the same direction or with the same
magnitude as the price of goods and services, since such prices are affected by
inflation. In a period of rapidly rising interest rates, the liquidity and
maturity structure of our assets and liabilities are critical to the maintenance
of acceptable performance levels.
The principal effect of inflation, as distinct from levels of interest rates, on
earnings is in the area of noninterest expense. Expense items such as employee
compensation, employee benefits and occupancy and equipment costs may increase
because of inflation. Inflation also may increase the dollar value of the
collateral securing loans that we have made. We are unable to determine the
extent to which properties securing our loans have appreciated in dollar value
due to inflation.
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<PAGE>
SELECTED QUARTERLY FINANCIAL INFORMATION
The following table sets forth certain quarterly results for the six months
ended June 30, 2000 and for the years ended December 31, 1999 and 1998. Earnings
per share information for the periods before Mutual Federal's conversion to a
stock savings bank on December 29, 1999 is not meaningful and is therefore not
provided in the table below.
<TABLE>
<CAPTION>
Net Provision Earnings Per Share
Interest Interest Interest for-Loan Net -------------------------- Dividends
Quarter Ended Income Expense Income Losses Income Basic Diluted Per Share
-------------------------- ---------- -------- -------- --------- ------ ---------- ----------- -----------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
2000
March $ 9,537 $ 4,737 $ 4,800 $ 171 $ 1,508 $ 0.28 $ 0.28 $ 0.07
June 9,884 4,984 4,900 171 1,568 0.29 0.29 0.07
------- ------- ------- ------ ------- ------- ------- ------
Total $19,421 $ 9,721 $ 9,700 $ 342 $ 3,076 $ 0.57 $ 0.57 $ 0.14
======= ======= ======= ====== ======= ====== ====== ======
1999
March $ 8,247 $ 4,604 $ 3,643 $ 190 $ 967
June 8,499 4,647 3,852 190 956
September 8,570 4,837 3,733 190 951
December 9,495 5,154 4,341 190 (2,028)
------- ------- ------- ------ -------
Total $34,811 $19,242 $15,569 $ 760 $ 846
======= ======= ======= ====== =======
1998
March $ 8,715 $ 4,960 $ 3,755 $ 191 $ 1,096
June 8,825 5,013 3,812 192 1,135
September 8,459 4,883 3,576 391 1,057
December 9,475 4,834 3,641 491 851
------- ------- ------- ------ -------
Total $34,474 $19,690 $14,784 $1,265 $ 4,139
======= ======= ======= ====== =======
</TABLE>
74
<PAGE>
BUSINESS OF MUTUALFIRST
GENERAL
MUTUALFIRST, is a savings and loan holding company which has as its wholly owned
subsidiary Mutual Federal Savings Bank. MUTUALFIRST was formed in September 1999
to become the holding company of Mutual Federal in connection with Mutual
Federal's conversion from mutual to stock form of organization on December 29,
1999.
At December 31, 1999, we had total assets of $544.5 million, deposits of $364.6
million and stockholders' equity of $96.7 million. Our executive offices are
located at 110 E. Charles Street, Muncie, Indiana 47305-2400.
Our principal business consists of attracting retail deposits from the general
public and investing those funds primarily in permanent loans secured by first
mortgages on owner-occupied, one- to four-family residences and a variety of
consumer loans. We also originate loans secured by commercial and multi-family
real estate, commercial business loans and construction loans secured primarily
by residential real estate.
Our revenues are derived principally from interest on loans and interest on
investments and mortgage-backed securities.
We offer deposit accounts having a wide range of interest rates and terms, which
generally include passbook and statement savings accounts, money market deposit
accounts, NOW and non-interest bearing checking accounts and certificates of
deposit with terms ranging from seven days to 71 months. We solicit deposits in
our market areas and we have not accepted brokered deposits.
MARKET AREAS
We are a community-oriented financial institution offering a variety of
financial services to meet the needs of the communities we serve. We are
headquartered in Muncie, Indiana and have 13 retail offices primarily serving
Delaware, Randolph and Kosciusko counties in Indiana. We also originate mortgage
loans in contiguous counties and we originate indirect consumer loans throughout
Indiana and western Ohio. See "-- Lending Activities -- Consumer and Other
Lending."
LENDING ACTIVITIES
GENERAL. Our mortgage loans carry either a fixed or an adjustable rate of
interest. Mortgage loans are generally long-term and amortize on a monthly basis
with principal and interest due each month. At December 31, 1999, our net loan
portfolio totaled $442.8 million, which constituted 81.3% of our total assets.
Mortgage loans up to $240,000 may be approved by individual officers. Any
mortgage loan over this amount but not over $300,000 must be approved by the
Muncie area committee. Individual loan officers may approve multi-family and
commercial real estate loans up to $250,000, with authority up to $500,000 with
the approval of two senior officers. Mortgage loans over $300,000, multi-family
and commercial real estate loans over $500,000 and any loans, regardless of
amount, outside our general guidelines, must be approved by Mutual Federal's
board of directors.
At December 31, 1999, the maximum amount which we could lend to any one borrower
and the borrower's related entities was approximately $11.2 million. At December
31, 1999, our largest lending relationship to a single borrower or a group of
related borrowers consisted of ten loans to a local developer/entrepreneur and
related entities totaling $3.8 million. Although the relationship dates back to
1980, 87.4% of the outstanding debt has been originated since June 30, 1998, and
consists of refinancing existing debt. The loans are diverse and are secured by
apartment complexes, medical facilities and a bank branch, each with independent
income streams to support debt service requirements. Each of the loans to this
group of borrowers was current and performing in accordance with its terms at
December 31, 1999.
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<PAGE>
The following table presents information concerning the composition of our loan
portfolio in dollar amounts and in percentages as of the dates indicated.
<TABLE>
<CAPTION>
December 31,
----------------------------------------------------------------------------------
1999 1998 1997
----------------------------------------------------------------------------------
Amount Percent Amount Percent Amount Percent
----------------------------------------------------------------------------------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C> <C>
Real Estate Loans:
One- to four-family....................... $286,578 63.70% $264,461 65.42% $266,971 65.77%
Multi-family.............................. 5,544 1.23 6,282 1.56 7,694 1.90
Commercial................................ 14,559 3.24 10,293 2.54 8,131 2.00
Construction and development.............. 12,470 2.77 11,805 2.92 10,385 2.56
-------- ------ -------- ------ -------- ------
Total real estate loans............... 319,151 70.94 292,841 72.44 293,181 72.23
-------- ------ -------- ----- -------- -----
Other Loans:
Consumer Loans:
Automobile............................... 19,887 4.42 17,820 4.41 19,977 4.92
Home equity.............................. 10,585 2.36 10,253 2.54 11,366 2.80
Home improvement......................... 14,588 3.24 12,108 2.99 14,485 3.57
Manufactured housing..................... 12,305 2.74 15,466 3.83 20,017 4.93
R.V...................................... 25,629 5.70 19,100 4.72 14,564 3.59
Boat..................................... 32,374 7.20 23,608 5.84 21,553 5.31
Other.................................... 4,554 1.01 5,753 1.42 5,585 1.38
-------- ------ -------- ------ -------- ------
Total consumer loans.................. 119,922 26.67 104,108 25.75 107,547 26.50
Commercial business loans................. 10,764 2.39 7,285 1.81 5,211 1.27
-------- ------ -------- ------ -------- ------
Total other loans..................... 130,686 29.06 111,393 27.56 112,758 27.77
-------- ------ -------- -------- ------
Total loans receivable, gross............. 449,837 100.00% 404,234 100.00% 405,939 100.00%
====== ====== ======
Less:
Undisbursed portion of loans.............. 4,844 3,353 3,998
Deferred loan fees and costs.............. (1,446) (689) (440)
Allowance for losses...................... 3,652 3,424 3,091
-------- -------- --------
Total loans receivable, net............... $442,787 $398,146 $399,290
======== ======== ========
</TABLE>
<TABLE>
<CAPTION>
December 31,
----------------------------------------------------------
1996 1995
----------------------------------------------------------
Amount Percent Amount Percent
----------------------------------------------------------
(Dollars in Thousands)
<S> <C> <C> <C> <C>
Real Estate Loans:
One- to four-family....................... $244,518 63.17% $224,526 63.02%
Multi-family.............................. 9,598 2.48 6,544 1.84
Commercial................................ 7,878 2.03 10,090 2.83
Construction and development.............. 22,040 5.69 17,201 4.83
-------- ------ -------- ------
Total real estate loans............... 284,034 73.37 258,361 72.52
-------- ------ -------- ------
Other Loans:
Consumer Loans:
Automobile............................... 20,164 5.21 19,297 5.42
Home equity.............................. 10,885 2.81 9,246 2.59
Home improvement......................... 12,066 3.12 10,994 3.08
Manufactured housing..................... 24,933 6.44 29,768 8.36
R.V...................................... 11,503 2.97 10,528 2.96
Boat..................................... 17,244 4.45 11,721 3.29
Other.................................... 5,676 1.47 6,340 1.78
-------- ------ -------- ------
Total consumer loans.................. 102,471 26.47 97,894 27.48
Commercial business loans................. 596 0.16 --- ---
-------- ------ -------- ------
Total other loans..................... 103,067 26.63 97,894 27.48
-------- ------ -------- ------
Total loans receivable, gross............. 387,101 100.00% 356,255 100.00%
====== ======
Less:
Undisbursed portion of loans.............. 6,073 7,951
Deferred loan fees and costs.............. (252) (188)
Allowance for losses...................... 2,990 2,754
-------- --------
Total loans receivable, net............... $378,290 $345,738
======== ========
</TABLE>
76
<PAGE>
The following table shows the composition of our loan portfolio by fixed- and
adjustable-rate at the dates indicated.
<TABLE>
<CAPTION>
December 31,
--------------------------------------------------------------------------------
1999 1998 1997
--------------------------------------------------------------------------------
Amount Percent Amount Percent Amount Percent
--------------------------------------------------------------------------------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C> <C>
Fixed-Rate Loans:
Real estate:
One- to four-family...................... $178,033 39.58% $163,262 40.39% $141,024 34.74%
Multi-family............................. 2,270 .50 2,656 0.66 2,485 0.61
Commercial............................... 6,220 1.38 2,398 0.59 1,447 0.36
Construction and development............. 5,043 1.12 8,076 2.00 4,108 1.01
-------- ------ -------- ------ -------- ------
Total real estate loans............... 191,566 42.58 176,392 43.64 149,064 36.72
Consumer.................................. 106,563 23.69 93,855 23.22 96,181 23.70
Commercial business....................... 3,320 .74 1,972 0.49 4,454 1.09
-------- ------ -------- ------ -------- -------
Total fixed-rate loans................ 301,449 67.01 272,219 67.35 249,699 61.51
-------- ------ -------- ------ -------- ------
Adjustable-Rate Loans:
Real estate:
One- to four-family...................... 108,545 24.13 101,199 25.03 125,947 31.03
Multi-family............................. 3,274 .73 3,626 0.90 5,209 1.29
Commercial............................... 8,339 1.85 7,895 1.95 6,684 1.64
Construction and development............. 7,427 1.65 3,729 0.92 6,277 1.55
-------- ------ -------- ------ -------- ------
Total real estate loans............... 127,585 28.36 116,449 28.80 144,117 35.51
Consumer.................................. 13,359 2.97 10,253 2.53 11,366 2.80
Commercial business....................... 7,444 1.66 5,313 1.32 757 0.18
-------- ------ -------- ------ -------- -------
Total adjustable-rate loans........... 148,388 32.99 132,015 32.65 156,240 38.49
-------- ------ -------- ------ -------- ------
Total loans........................... 449,837 100.00% 404,234 100.00% 405,939 100.00%
====== ====== ======
Less:
Undisbursed portion of loans.............. 4,844 3,353 3,998
Deferred loan fees and costs.............. (1,446) (689) (440)
Allowance for loan losses................. 3,652 3,424 3,091
-------- -------- --------
Total loans receivable, net............ $442,787 $398,146 $399,290
======== ======== ========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
December 31,
-------------------------------------------------------
1996 1995
-------------------------------------------------------
Amount Percent Amount Percent
-------------------------------------------------------
(Dollars in Thousands)
<S> <C> <C> <C> <C>
Fixed-Rate Loans:
Real estate:
One- to four-family...................... $132,095 34.12% $118,381 33.23%
Multi-family............................. 3,161 0.82 734 0.21
Commercial............................... 1,280 0.33 2,030 0.57
Construction and development............. 11,271 2.91 6,710 1.88
-------- ------ -------- ------
Total real estate loans............... 147,807 38.18 127,855 35.89
Consumer.................................. 91,586 23.66 88,648 24.88
Commercial business....................... 596 0.16 --- ---
--------- ------ -------- ------
Total fixed-rate loans................ 239,989 62.00 216,503 60.77
-------- ------ -------- ------
Adjustable-Rate Loans:
Real estate:
One- to four-family...................... 112,423 29.05 106,145 29.79
Multi-family............................. 6,437 1.66 5,810 1.63
Commercial............................... 6,598 1.70 8,060 2.26
Construction and development............. 10,769 2.78 10,491 2.95
-------- ------ -------- ------
Total real estate loans............... 136,227 35.19 130,506 36.63
Consumer.................................. 10,885 2.81 9,246 2.60
Commercial business....................... --- --- --- ---
-------- ------ -------- ------
Total adjustable-rate loans........... 147,112 38.00 139,752 39.23
-------- ------ -------- ------
Total loans........................... 387,101 100.00% 356,255 100.00%
====== ======
Less:
Undisbursed portion of loans.............. 6,073 7,951
Deferred loan fees and costs.............. (252) (188)
Allowance for loan losses................. 2,990 2,754
-------- --------
Total loans receivable, net............ $378,290 $345,738
======== ========
</TABLE>
77
<PAGE>
The following schedule illustrates the contractual maturity of our loan
portfolio at December 31, 1999. Mortgages which have adjustable or renegotiable
interest rates are shown as maturing in the period during which the contract is
due. The schedule does not reflect the effects of possible prepayments or
enforcement of due-on-sale clauses.
<TABLE>
<CAPTION>
Real Estate
-------------------------------------------------------------------------
Multi-family and Construction
One- to Four-Family Commercial and Development(1)
------------------------ -------------------- -----------------------
Weighted Weighted Weighted
Average Average Average
Amount Rate Amount Rate Amount Rate
--------- ----------- -------- -------- ------- --------
(Dollars in Thousands)
Due During
Years Ending
December 31,
------------------------
<S> <C> <C> <C> <C> <C> <C>
2000(2)................ $ 1,082 7.20% $ 858 8.47% $ 80 9.25%
2001................... 678 7.54 69 8.77 2 9.38
2002................... 922 8.18 53 9.13 --- ---
2003 and 2004.......... 5,326 7.40 1,957 8.05 91 8.46
2005 to 2006........... 6,554 7.48 4,746 7.80 284 7.52
2007 to 2021........... 131,846 7.18 12,355 8.25 3,547 7.59
2022 and following..... 140,170 7.29 65 7.25 8,466 7.30
-------- ------- -------
Total................. $286,578 $20,103 $12,470
======== ======= =======
</TABLE>
<TABLE>
<CAPTION>
Commercial
Consumer Business Total
-------------------------------------------------------------------------------
Weighted Weighted Weighted
Average Average Average
Amount Rate Amount Rate Amount Rate
---------- ---------- -------- --------- --------- -----------
Due During
Years Ending
December 31,
-----------------------
<S> <C> <C> <C> <C> <C> <C>
2000(2)................ 6,439 9.65% $ 4,588 9.23% $ 13,047 9.22%
2001................... 3,474 9.30 78 9.11 4,301 9.01
2002................... 7,404 8.90 2,650 8.64 11,029 8.78
2003 and 2004.......... 22,367 8.71 906 8.54 30,647 8.44
2005 to 2006........... 11,584 9.52 2,155 8.74 25,323 8.58
2007 to 2021........... 68,531(2) 9.01 387 8.69 216,666 7.83
2022 and following..... 123 9.99 --- --- 148,824 7.29
-------- ------- --------
Total................. $119,922 $10,764 $449,837
======== ======= ========
---------------
<FN>
(1) Once the construction phase has been completed, these loans will
automatically convert to permanent financing.
(2) Includes demand loans, loans having no stated maturity and overdraft loans.
</FN>
</TABLE>
78
<PAGE>
The total amount of loans due after December 31, 2000 which have predetermined
interest rates is $296.7 million, while the total amount of loans due after such
date which have floating or adjustable interest rates is $140.1 million.
ONE- TO FOUR-FAMILY RESIDENTIAL REAL ESTATE LENDING. We focus our lending
efforts primarily on the origination of loans secured by first mortgages on
owner-occupied, one- to four-family residences in our market areas. At December
31, 1999, one- to four-family residential mortgage loans totaled $286.6 million,
or 63.7% of our gross loan portfolio.
We generally underwrite our one- to four-family loans based on the applicant's
employment and credit history and the appraised value of the subject property.
Presently, we lend up to 100% of the lesser of the appraised value or purchase
price for one- to four-family residential loans. For loans with a loan-to-value
ratio in excess of 80%, we generally require private mortgage insurance in order
to reduce our exposure to below 80%. Properties securing our one- to four-family
loans are appraised by independent state licensed fee appraisers approved by
Mutual Federal's board of directors. We require borrowers to obtain title and
hazard insurance, and flood insurance, if necessary, in an amount not less than
the value of the property improvements.
We originate one- to four-family mortgage loans on either a fixed- or
adjustable-rate basis, as consumer demand dictates. Our pricing strategy for
mortgage loans includes setting interest rates that are competitive with Freddie
Mac and other local financial institutions, and consistent with our internal
needs. Adjustable-rate mortgage, or ARM, loans are offered with a six-month,
one-year, three-year, five-year or seven-year term to the initial repricing
date. After the initial period, the interest rate for each ARM loan adjusts
consistently with the initial term for the six-month, one-year and three-year
terms, respectively, and annually for the five-year and seven-year terms, for
the remainder of the term of the loan. We use the weekly average of the
appropriate term Treasury Bill Constant Maturity Index to reprice our ARM loans.
During fiscal 1999, we originated $23 million of one- to four-family ARM loans
and $48.3 million of one- to four-family fixed rate mortgage loans. Also during
1999, we bought $3.3 million of one- to four- family ARM loans that conform to
our underwriting standards to help reduce our interest rate risk exposure.
During fiscal 1998, we originated $19.8 million of one- to four-family ARM
loans, and $96.7 million of one- to four-family fixed-rate mortgage loans.
Fixed-rate loans secured by one- to four-family residences have contractual
maturities of up to 30 years, and are generally fully amortizing, with payments
due monthly. These loans normally remain outstanding, however, for a
substantially shorter period of time because of refinancing and other
prepayments. A significant change in interest rates could alter considerably the
average life of a residential loan in our portfolio. Our one- to four-family
loans are generally not assumable, do not contain prepayment penalties and do
not permit negative amortization of principal. Most are written using
underwriting guidelines which make them saleable in the secondary market. Our
real estate loans generally contain a "due on sale" clause allowing us to
declare the unpaid principal balance due and payable upon the sale of the
security property.
Our one- to four-family residential ARM loans are fully amortizing loans with
contractual maturities of up to 30 years, with payments due monthly. Our ARM
loans generally provide for specified minimum and maximum interest rates, with a
lifetime cap and floor, and a periodic adjustment on the interest rate over the
rate in effect on the date of origination. As a consequence of using caps, the
interest rates on these loans may not be as rate sensitive as is our cost of
funds. We offer a one-year ARM loan that is convertible into a fixed-rate loan.
When these loans convert, they are usually sold in the secondary market.
In order to remain competitive in our market areas, we originate ARM loans at
initial rates below the fully indexed rate.
ARM loans generally pose different credit risks than fixed-rate loans, primarily
because as interest rates rise, the borrower's payment rises, increasing the
potential for default. We have not experienced difficulty with the payment
history for these loans. See "-- Asset Quality -- Non-performing Assets" and "--
Classified Assets." At December 31, 1999, our one- to four-family ARM loan
portfolio totaled $178 million, or 39.6% of our gross loan portfolio. At that
date, the fixed-rate one- to four-family mortgage loan portfolio totaled $108.6
million, or 24.1% of our gross loan portfolio.
79
<PAGE>
MULTI-FAMILY AND COMMERCIAL REAL ESTATE LENDING. We offer a variety of
multi-family and commercial real estate loans. These loans are secured primarily
by multi-family dwellings, small retail establishments, churches and small
office buildings located in our market areas. At December 31, 1999, multi-family
and commercial real estate loans totaled $20.1 million, or 4.5% of our gross
loan portfolio.
Our loans secured by multi-family and commercial real estate are originated with
either a fixed or adjustable interest rate. The interest rate on adjustable-rate
loans is based on a variety of indices, generally determined through negotiation
with the borrower. Loan-to-value ratios on our multi-family and commercial real
estate loans typically do not exceed 80% of the appraised value of the property
securing the loan. These loans typically require monthly payments, may not be
fully amortizing and have maximum maturities of 20 years.
Loans secured by multi-family and commercial real estate are underwritten based
on the income producing potential of the property and the financial strength of
the borrower. The net operating income, which is the income derived from the
operation of the property less all operating expenses, must be sufficient to
cover the payments related to the outstanding debt. We generally require
personal guarantees of the borrowers in addition to the security property as
collateral for such loans. We also generally require an assignment of rents or
leases in order to be assured that the cash flow from the project will be used
to repay the debt. Appraisals on properties securing multi-family and commercial
real estate loans are performed by independent state licensed fee appraisers
approved by Mutual Federal's board of directors. See "-- Loan Originations,
Purchases, Sales and Repayments."
We generally do not maintain a tax or insurance escrow account for loans secured
by multi-family and commercial real estate. In order to monitor the adequacy of
cash flows on income-producing properties, the borrower is requested or required
to provide periodic financial information.
Loans secured by multi-family and commercial real estate are generally larger
and involve a greater degree of credit risk than one- to four-family residential
mortgage loans. Multi-family and commercial real estate loans typically involve
large balances to single borrowers or groups of related borrowers. Because
payments on loans secured by multi-family and commercial real estate are often
dependent on the successful operation or management of the properties, repayment
of such loans may be subject to adverse conditions in the real estate market or
the economy. If the cash flow from the project is reduced, or if leases are not
obtained or renewed, the borrower's ability to repay the loan may be impaired.
See "-- Asset Quality -- Non-performing Assets."
CONSTRUCTION AND DEVELOPMENT LENDING. We originate construction loans primarily
secured by existing residential building lots. We make construction loans to
builders and to individuals for the construction of their residences.
Substantially all of these loans are secured by properties located within our
market areas. At December 31, 1999, we had $12.5 million in construction and
development loans outstanding, representing 2.8% of our gross loan portfolio.
Construction and development loans are obtained through continued business with
builders who have previously borrowed from us, from walk-in customers and
through referrals from realtors and architects. The application process includes
submission of accurate plans, specifications and costs of the project to be
constructed. These items are used to determine the appraised value of the
subject property. Loans are based on the lesser of the current appraised value
and/or the cost of construction, including the land and the building. We
generally conduct regular inspections of the construction project being
financed.
Construction loans for one- to four-family homes are generally granted with a
construction period of up to one year. During the construction phase, the
borrower generally pays interest only on a monthly basis. Loans to individuals
for the construction of their residences are construction/permanent loans, which
automatically convert to a long term mortgage consistent with our one- to
four-family residential loan products. Loan-to-value ratios on our construction
and development loans typically do not exceed 80% of the appraised value of the
project on an as completed basis. Single family construction loans with
loan-to-value ratios over 80% require private mortgage insurance.
Because of the uncertainties inherent in estimating construction and development
costs and the market for the project upon completion, it is difficult to
evaluate accurately the total loan funds required to complete a project, the
related loan-to-value ratios and the likelihood of ultimate success of the
project. These loans also involve many of
80
<PAGE>
the same risks discussed above regarding multi-family and commercial real estate
loans and tend to be more sensitive to general economic conditions than many
other types of loans. In addition, payment of interest from loan proceeds can
make it difficult to monitor the progress of a project.
CONSUMER AND OTHER LENDING. Consumer loans generally have shorter terms to
maturity, which reduces our exposure to changes in interest rates, and carry
higher rates of interest than one- to four-family residential mortgage loans. In
addition, management believes that offering consumer loan products helps to
expand and create stronger ties to our customer base by increasing the number of
customer relationships and providing cross-marketing opportunities. At December
31, 1999, our consumer loan portfolio totaled $119.9 million, or 26.7% of our
gross loan portfolio. We offer a variety of secured consumer loans, including
home equity loans and lines of credit, home improvement loans, auto loans, boat
and recreational vehicle loans, manufactured housing loans and loans secured by
savings deposits. We also offer a limited amount of unsecured loans. We
originate our consumer loans both in our market areas and throughout Indiana and
western Ohio.
At December 31, 1999, our home equity loans, including lines of credit, and home
improvement loans totaled $25.2 million, or 5.6% of our gross loan portfolio.
These loans may be originated in amounts, together with the amount of the
existing first mortgage, of up to 100% of the value of the property securing the
loan. The term to maturity on our home equity and home improvement loans may be
up to 15 years. Home equity lines of credit have a maximum term to maturity of
20 years and require the payment of 2% of the outstanding loan balance per
month, which amount may be reborrowed at any time. Other consumer loan terms
vary according to the type of collateral, length of contract and
creditworthiness of the borrower.
We directly and indirectly originate auto loans, boat and recreational vehicle
loans and manufactured housing loans. We generally buy indirect auto loans on a
rate basis, paying the dealer a cash payment for loans with an interest rate in
excess of the rate we require. This premium is amortized over the remaining life
of the loan. Any prepayments or delinquencies are charged to future amounts owed
to that dealer, with no dealer reserve or other guarantee of payment if the
dealer stops doing business with us.
We underwrite indirect auto loans using the Fair-Isaacs credit scoring system.
We have experienced some difficulty in building the volume of our indirect auto
loan portfolio due to our willingness to accept only the more qualified buyers
based on our scoring. We also directly originate auto loans through bank
personnel. These loans are underwritten more traditionally, with a review of the
borrower's employment and credit history and an assessment of the borrower's
ability to repay the loan.
At December 31, 1999, auto loans totaled $19.9 million, or 4.4% of our gross
loan portfolio. Auto loans may be written for up to six years and usually have
fixed rates of interest. Loan to value ratios are up to 100% of the sale price
for new autos and 110% of value on used cars, based on valuation from official
used car guides.
Our boat and recreational vehicle loans are generally originated on an indirect
basis. We utilize an independent company to market our loan products and help
service and collect our boat and RV loans, keeping down our marketing,
collection and related personnel costs. We pay a fee based on a percentage of
the loan amounts originated through this company as well as monthly service
fees, for these services. We pay dealers a premium for each loan based on the
interest rate charged on each loan. We amortize this premium, which is usually
significantly smaller than the premium we pay dealers for our indirect auto
loans, over the estimated life of each loan.
For our two largest boat and RV dealers, we pay for each loan on a rate basis,
just as with our indirect auto loans. With these two dealers, however, we pay
only a portion of the cash payment due, holding back a reserve in a Mutual
Federal savings account. This dealer holdback is released to the dealer pro-rata
over the life of the loan.
We underwrite indirect boat and RV loans using the Fair-Isaacs credit scoring
system and, as with our indirect auto loans, tend to accept only the more
qualified buyers based on our scoring.
Loans for boats and recreational vehicles totaled $58 million at December 31,
1999, or 12.9% of our gross loan portfolio. This has been the fastest growing
portion of our consumer loan portfolio over the past five years. We will finance
up to 100% of the purchase price for a new recreational vehicle and 95% for a
new boat. The
81
<PAGE>
maximum loan to value ratio is 100% for used recreational vehicles and 95% for
boats. Values are based on the applicable official used vehicle guides. The term
to maturity for these types of loans is up to 10 years for used boats and
recreational vehicles and up to 15 years for new boats and recreational
vehicles. These loans are generally written with fixed rates of interest.
At December 31, 1999, manufactured housing loans totaled $12.3 million, or 2.7%
of our gross loan portfolio. This amount has decreased significantly over the
last five years, due to increased competition and regulatory restrictions.
Manufactured housing loans are offered at fixed or adjustable rates of interest
for terms up to 25 years, and at a maximum loan to value ratio of 95%.
Consumer loans may entail greater risk than one- to four-family residential
mortgage loans, especially consumer loans secured by rapidly depreciable assets,
such as automobiles, boats and recreational vehicles. In these cases, any
repossessed collateral for a defaulted loan may not provide an adequate source
of repayment of the outstanding loan balance. As a result, consumer loan
collections are dependent on the borrower's continuing financial stability and,
thus, are more likely to be adversely affected by job loss, divorce, illness or
personal bankruptcy.
COMMERCIAL BUSINESS LENDING. At December 31, 1999, commercial business loans
totaled $10.8 million, or 2.4% of our gross loan portfolio. Most of our
commercial business loans have been extended to finance local businesses and
include short term loans to finance machinery and equipment purchases, inventory
and accounts receivable. Commercial business loans also involve the extension of
revolving credit for a combination of equipment acquisitions and working capital
needs and agricultural purposes such as seed, farm equipment and livestock.
The terms of loans extended on the security of machinery and equipment are based
on the projected useful life of the machinery and equipment, generally not to
exceed seven years. Lines of credit generally are available to borrowers for up
to 13 months, and may be renewed by us. We issue a few standby letters of credit
which are offered at competitive rates and terms and are generally on a secured
basis. We are attempting to expand our volume of commercial business loans.
Our commercial business lending policy includes credit file documentation and
analysis of the borrower's background, capacity to repay the loan, the adequacy
of the borrower's capital and collateral as well as an evaluation of other
conditions affecting the borrower. Analysis of the borrower's past, present and
future cash flows also is an important aspect of our credit analysis. We
generally obtain personal guarantees on our commercial business loans.
Nonetheless, these loans are believed to carry higher credit risk than
traditional single family loans.
Unlike residential mortgage loans, commercial business loans are typically made
on the basis of the borrower's ability to make repayment from the cash flow of
the borrower's business. As a result, the availability of funds for the
repayment of commercial business loans may substantially depend on the success
of the business itself (which, in turn, often depends in part upon general
economic conditions). Our commercial business loans are usually, but not always,
secured by business assets. However, the collateral securing the loans may
depreciate over time, may be difficult to appraise and may fluctuate in value
based on the success of the business.
LOAN ORIGINATIONS, PURCHASES, SALES AND REPAYMENTS
We originate loans through referrals from real estate brokers and builders, our
marketing efforts, and our existing and walk-in customers. We also originate
many of our consumer loans through relationships with dealerships. While we
originate both adjustable-rate and fixed-rate loans, our ability to originate
loans depends upon customer demand for loans in our market areas. Demand is
affected by local competition and the interest rate environment. During the last
several years, due to low market interest rates, our dollar volume of
fixed-rate, one- to four-family loans has exceeded the dollar volume of the same
type of adjustable-rate loans. From time to time, we sell fixed rate, one- to
four-family residential loans. We have also, on a very limited basis, purchased
one- to four-family residential and commercial real estate loans. Furthermore,
during the past few years, we, like many other financial institutions, have
experienced significant prepayments on loans due to the low interest rate
environment prevailing in the United States.
82
<PAGE>
In periods of economic uncertainty, the ability of financial institutions,
including us, to originate or purchase large dollar volumes of real estate loans
may be substantially reduced or restricted, with a resultant decrease in
interest income.
The following table shows our loan origination, purchase, sale and repayment
activities for the years indicated.
<TABLE>
<CAPTION>
Year Ended December 31,
---------------------------------------
1999 1998 1997
----------- ---------- ----------
(Dollars in Thousands)
<S> <C> <C> <C>
Originations by type:
Adjustable rate:
Real estate - one- to four-family.............. $ 23,002 $ 19,835 $ 29,502
- multi-family.................... 37 1,051 29
- commercial...................... 3,008 2,701 657
- construction or development..... 8,710 4,160 7,389
Non-real estate - consumer..................... --- --- ---
- commercial business...... 611 3,003 1,106
-------- -------- --------
Total adjustable-rate................... 35,368 30,750 38,683
-------- -------- --------
Fixed rate:
Real estate - one- to four-family.............. 48,307 96,672 39,223
- multi-family.................... --- 514 ---
- commercial...................... 4,032 1,240 ---
- construction or development..... 8,486 7,297 6,857
Non-real estate - consumer..................... 47,925 32,492 34,730
- commercial business...... 491 810 2,992
-------- -------- --------
Total fixed-rate........................ 109,241 139,025 83,802
-------- -------- --------
Total loans originated.................. 144,609 169,775 122,485
-------- -------- --------
Purchases:
Real estate - one- to four-family.............. 3,324 --- ---
- multi-family.................... --- --- ---
- commercial...................... --- 325 334
- construction or development..... --- --- ---
Non-real estate - consumer..................... --- --- ---
- commercial business...... --- --- ---
-------- -------- --------
Total loans purchased................... 3,324 325 334
-------- -------- --------
Sales and Repayments:
Sales:
Real estate - one- to four-family.............. --- 35,123 5,753
- multi-family.................... --- --- ---
- commercial...................... --- --- ---
- construction or development..... --- --- ---
Non-real estate - consumer...................... --- --- ---
- commercial business....... --- --- ---
-------- -------- --------
Total loans sold........................ --- 35,123 5,753
Principal repayments............................. 100,480 135,909 102,867
-------- -------- --------
Total reductions........................ 100,480 171,032 108,620
Increase (decrease) in other items, net.......... (1,850) (773) 4,639
-------- -------- --------
Net increase (decrease)................. $ 45,603 $ (1,705) $ 18,838
======== ======== ========
</TABLE>
83
<PAGE>
ASSET QUALITY
When a borrower fails to make a payment on a mortgage loan on or before the
default date, a late charge notice is mailed 16 days after the due date. When
the loan is 31 days past due (16 days for an ARM), we mail a delinquency notice
to the borrower. All delinquent accounts are reviewed by a collector, who
attempts to cure the delinquency by contacting the borrower once the loan is 30
days past due. If the loan becomes 60 days delinquent, the collector will
generally contact the borrower by phone or send a letter to the borrower in
order to identify the reason for the delinquency. Once the loan becomes 90 days
delinquent, the borrower is asked to pay the delinquent amount in full, or
establish an acceptable repayment plan to bring the loan current. Between 100
and 120 days delinquent a drive- by inspection is made. If the account becomes
120 days delinquent, and an acceptable repayment plan has not been agreed upon,
a collection officer will generally refer the account to legal counsel, with
instructions to prepare a notice of intent to foreclose. The notice of intent to
foreclose allows the borrower up to 30 days to bring the account current. During
this 30 day period, the collector may accept a written repayment plan from the
borrower which would bring the account current within the next 90 days. If the
loan becomes 150 days delinquent and an acceptable repayment plan has not been
agreed upon, the collection officer will turn over the account to our legal
counsel with instructions to initiate foreclosure.
For consumer loans, a similar process is followed, with the initial written
contact being made once the loan is 16 days past due. Follow-up contacts are
generally made faster than under the mortgage loan procedure.
DELINQUENT LOANS. The following table sets forth, as of December 31, 1999, our
loans delinquent 60 - 89 days by type, number, amount and percentage of type.
Loans Delinquent For:
--------------------------------------
60-89 Days
--------------------------------------
Percent
of Loan
Number Amount Category
--------------------------------------
(Dollars in Thousands)
Real Estate:
One- to four-family............... 7 $173 .06%
Multi-family...................... --- --- ---
Commercial........................ --- --- ---
Construction and
development...................... --- --- ---
Consumer............................ 65 616 .51
Commercial business................. --- --- ---
----- ---- -----
Total.......................... 72 $789 .18%
===== ==== =====
84
<PAGE>
NON-PERFORMING ASSETS. The table below sets forth the amounts and categories of
non-performing assets in our loan portfolio at the dates indicated. Loans are
placed on non-accrual status when the loan becomes more than 90 days delinquent.
At all dates presented, we had no troubled debt restructurings which involve
forgiving a portion of interest or principal on any loans or making loans at a
rate materially less than that of market rates. Foreclosed assets owned include
assets acquired in settlement of loans.
<TABLE>
<CAPTION>
December 31,
---------------------------------------------------------------------
1999 1998 1997 1996 1995
---------------------------------------------------------------------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C>
Non-accruing loans:
One- to four-family................................ $ 385 $ 500 $ 243 $ 558 $ 625
Multi-family....................................... --- --- --- --- 19
Commercial real estate............................. --- 31 108 471 943
Construction and development....................... --- --- --- --- ---
Consumer........................................... 368 485 331 --- ---
Commercial business................................ --- --- --- --- ---
------- ------- ------- ------- -------
Total........................................... 753 1,016 682 1,029 1,587
------- ------- ------- ------- -------
Accruing loans delinquent 90 days or more:
One- to four-family................................ 16 88 27 8 13
Multi-family....................................... --- --- --- --- ---
Commercial real estate............................. 12 --- --- --- ---
Construction and development....................... --- --- --- --- ---
Consumer........................................... --- 10 51 507 525
Commercial business................................ --- --- --- --- ---
------- ------- ------- ------- -------
Total........................................... 28 98 78 515 538
------- ------- ------- ------- -------
Total nonperfoming loans........................ 781 1,114 760 1,544 2,125
------- ------- ------- ------- -------
Foreclosed assets:
One- to four-family................................ 304 46 83 20 28
Multi-family....................................... --- --- --- --- ---
Commercial real estate............................. 425 --- 1,498 --- ---
Construction and development....................... --- --- --- --- ---
Consumer........................................... 122 223 486 561 232
Commercial business................................ --- --- --- --- ---
------- ------- ------- ------- -------
Total........................................... 851 269 2,067 581 260
------- ------- ------- ------- -------
Total non-performing assets.......................... $ 1,632 $ 1,383 $ 2,827 $ 2,125 $ 2,385
======= ======= ======= ======= =======
Total as a percentage of total assets................ 0.30% 0.29% 0.62% 0.49% 0.59%
==== ===== ===== ===== =====
</TABLE>
For the year ended December 31, 1999, gross interest income which would have
been recorded had the non-accruing loans been current in accordance with their
original terms amounted to $33,500. No amount was included in interest income on
these loans for the year ended December 31, 1999.
At December 31, 1997, foreclosed commercial real estate consisted of two
properties acquired during 1997 from a troubled debtor. The properties,
comprised of a 50 unit apartment building and a food pantry, were sold in 1998.
At December 31, 1999, foreclosed commercial real estate consisted of one
property acquired in the last half of the year from a troubled debtor. The
property, an office building in Muncie, is currently being offered for sale. In
addition, three residential properties acquired in 1999 from troubled debtors,
one with a book value of $210,000, were being offered for sale.
85
<PAGE>
OTHER LOANS OF CONCERN. In addition to the non-performing assets set forth in
the table above, as of December 31, 1999, there was an aggregate of $1.3 million
in loans with respect to which known information about the possible credit
problems of the borrowers have caused management to have doubts as to the
abilities of the borrowers to comply with present loan repayment terms and which
may result in the future inclusion of such items in the non-performing asset
categories. These loans have been considered in management's determination of
the adequacy of our allowance for loan losses.
Included in the $1.3 million above are several residential mortgage loans which
were obtained from a mortgage broker in 1998. In July 1998, the broker filed for
bankruptcy. Shortly before that, we discovered that there were documentation
problems with these loans.
On four of these loans, totaling approximately $759,000, the broker failed to
pay off and secure a release of the original mortgage loans we refinanced. As a
result, none of these loans was fully performing because the borrowers refused
to make double loan payments to satisfy both our loan and the loan they thought
they had refinanced. We have since bought out the first lien position for two of
these loans.
A fifth loan, totaling approximately $157,000, had a similar issue, but we have
been informed that the broker subsequently paid sufficient funds to satisfy the
prior lienholder's balance, although the prior lien has not yet been released.
This loan was current as of December 31, 1999.
The two other loans at issue, totaling approximately $793,000, were both current
as of December 31, 1999. On one, our lien position is currently behind that of
three other financial institutions. On the other, the mortgage broker failed to
assign the mortgage to us.
We are working with two other lenders, in similar situations with the mortgage
broker, in order to obtain a release of assets from the bankruptcy trustee. In
addition, we have filed a claim with our insurance carrier, although to date the
carrier has denied coverage.
This situation has been considered in determining our allowance for loan losses.
A portion of the provision in 1998 was attributable to these loans, and two
loans, totaling $346,000, were charged-off during 1998. Based on the information
available, significant additional losses are not anticipated at this time.
Changes in circumstances or adverse actions by the bankruptcy court could,
however, result in additional losses.
CLASSIFIED ASSETS. Federal regulations provide for the classification of loans
and other assets, such as debt and equity securities considered by the Office of
Thrift Supervision to be of lesser quality, as "substandard," "doubtful" or
"loss." An asset is considered "substandard" if it is inadequately protected by
the current net worth and paying capacity of the obligor or of the collateral
pledged, if any. "Substandard" assets include those characterized by the
"distinct possibility" that the insured institution will sustain "some loss" if
the deficiencies are not corrected. Assets classified as "doubtful" have all of
the weaknesses inherent in those classified "substandard," with the added
characteristic that the weaknesses present make "collection or liquidation in
full," on the basis of currently existing facts, conditions, and values, "highly
questionable and improbable." Assets classified as "loss" are those considered
"uncollectible" and of such little value that their continuance as assets
without the establishment of a specific loss reserve is not warranted.
When an insured institution classifies problem assets as either substandard or
doubtful, it may establish general allowances for loan losses in an amount
deemed prudent by management and approved by the board of directors. General
allowances represent loss allowances which have been established to recognize
the inherent risk associated with lending activities, but which, unlike specific
allowances, have not been allocated to particular problem assets. When an
insured institution classifies problem assets as "loss," it is required either
to establish a specific allowance for losses equal to 100% of that portion of
the asset so classified or to charge off such amount. An institution's
determination as to the classification of its assets and the amount of its
valuation allowances is subject to review by the Office of Thrift Supervision
and the FDIC, which may order the establishment of additional general or
specific loss allowances.
86
<PAGE>
In connection with the filing of Mutual Federal's periodic reports with the
Office of Thrift Supervision and in accordance with our classification of assets
policy, we regularly review the problem assets in our portfolio to determine
whether any assets require classification in accordance with applicable
regulations. On the basis of management's review, at December 31, 1999, we had
classified $1.9 million of Mutual Federal's assets as substandard, $913,000 as
doubtful and $90,000 as loss. The total amount classified represented 3% of our
equity capital and .5% of our assets at December 31, 1999.
PROVISION FOR LOAN LOSSES. We recorded a provision for loan losses during the
year ended December 31, 1999 of $760,000, compared to $1.3 million for the year
ended December 31, 1998 and $700,000 for the year ended December 31, 1997. The
provision for loan losses is charged to income to bring our allowance for loan
losses to a level deemed appropriate by management based on the factors
discussed below under "-- Allowance for Loan Losses." The provision for loan
losses during the year ended December 31, 1999 was based on management's review
of such factors which indicated that the allowance for loan losses was adequate
to cover losses inherent in the loan portfolio as of December 31, 1999.
ALLOWANCE FOR LOAN LOSSES. We maintain an allowance for loan losses to absorb
losses inherent in the loan portfolio. The allowance is based on ongoing,
quarterly assessments of the estimated losses inherent in the loan portfolio.
Our methodology for assessing the appropriateness of the allowance consists of
several key elements, which include the formula allowance, specific allowances
for identified problem loans and portfolio segments and the unallocated
allowance. In addition, the allowance incorporates the results of measuring
impaired loans as provided in SFAS No. 114, "Accounting by Creditors for
Impairment of a Loan" and SFAS No. 118, "Accounting by Creditors for Impairment
of a Loan - Income Recognition and Disclosures." These accounting standards
prescribe the measurement methods, income recognition and disclosures related to
impaired loans.
The formula allowance is calculated by applying loss factors to outstanding
loans based on the internal risk evaluation of such loans or pools of loans.
Changes in risk evaluations of both performing and nonperforming loans affect
the amount of the formula allowance. Loss factors are based on our historical
loss experience as well as on significant factors that, in management's
judgment, affect the collectibility of the portfolio as of the evaluation date.
The appropriateness of the allowance is reviewed by management based upon its
evaluation of then-existing economic and business conditions affecting our key
lending areas and other conditions, such as credit quality trends (including
trends in nonperforming loans expected to result from existing conditions),
collateral values, loan volumes and concentrations, specific industry conditions
within portfolio segments and recent loss experience in particular segments of
the portfolio that existed as of the balance sheet date and the impact that such
conditions were believed to have had on the collectibility of the loan. Senior
management reviews these conditions quarterly in discussions with our senior
credit officers. To the extent that any of these conditions is evidenced by a
specifically identifiable problem credit or portfolio segment as of the
evaluation date, management's estimate of the effect of such condition may be
reflected as a specific allowance applicable to such credit or portfolio
segment. Where any of these conditions is not evidenced by a specifically
identifiable problem credit or portfolio segment as of the evaluation date,
management's evaluation of the loss related to this condition is reflected in
the unallocated allowance. The evaluation of the inherent loss with respect to
these conditions is subject to a higher degree of uncertainty because they are
not identified with specific problem credits or portfolio segments.
The allowance for loan losses is based on estimates of losses inherent in the
loan portfolio. Actual losses can vary significantly from the estimated amounts.
Our methodology as described permits adjustments to any loss factor used in the
computation of the formula allowance in the event that, in management's
judgment, significant factors which affect the collectibility of the portfolio
as of the evaluation date are not reflected in the loss factors. By assessing
the estimated losses inherent in the loan portfolio on a quarterly basis, we are
able to adjust specific and inherent loss estimates based upon any more recent
information that has become available. Due to the loss of more than 1,800
manufacturing jobs in the local community during recent years and the increase
in higher risk loans, like consumer and commercial loans, as a percentage of
total loans, management has concluded that our allowance for loan losses should
be greater than historical loss experience would otherwise indicate.
At December 31, 1999, our allowance for loan losses was $3.7 million, or .82% of
the total loan portfolio, and approximately 468% of total non-performing loans.
Assessing the adequacy of the allowance for loan losses is
87
<PAGE>
inherently subjective as it requires making material estimates, including the
amount and timing of future cash flows expected to be received on impaired
loans, that are susceptible to significant change. In the opinion of management,
the allowance, when taken as a whole, is adequate to absorb reasonable estimated
loan losses inherent in our loan portfolio.
The following table sets forth an analysis of our allowance for loan losses.
<TABLE>
<CAPTION>
Year Ended December 31,
------------------------------------------------------------------------
1999 1998 1997 1996 1995
------------------------------------------------------------------------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C>
Balance at beginning of period.............. $ 3,424 $3,091 $2,990 $2,754 $2,430
------- ------ ------ ------ ------
Charge-offs:
One- to four-family....................... 63 446 3 30 67
Multi-family.............................. --- 38 --- --- ---
Commercial real estate.................... 167 43 237 --- 180
Construction and development.............. --- --- --- --- ---
Consumer.................................. 421 511 450 353 242
Commercial business....................... --- --- --- --- ---
------- ------ ------ ------ ------
651 1,038 690 383 489
------- ------ ------ ------ ------
Recoveries:
One- to four-family....................... 81 40 47 6 32
Multi-family.............................. --- --- --- --- ---
Commercial real estate.................... 7 --- --- --- 96
Construction and development.............. --- --- --- --- ---
Consumer.................................. 31 66 44 43 35
Commercial business....................... --- --- --- --- ---
------- ------ ------ ------ ------
119 106 91 49 163
------- ------ ------ ------ ------
Net charge-offs............................. 532 932 599 334 326
Provisions charged to operations............ 760 1,265 700 570 650
------- ------ ------ ------ ------
Balance at end of period.................... $ 3,652 $3,424 $3,091 $2,990 $2,754
======= ====== ====== ====== ======
Ratio of net charge-offs during the period
to average loans outstanding during the
period..................................... 0.13% 0.23% 0.15% 0.09% 0.10%
======= ====== ====== ===== ======
Allowance as a percentage of
non-performing loans....................... 467.61% 307.36% 406.71% 193.65% 129.60%
======= ====== ====== ====== ======
Allowance as a percentage of total loans
(end of period)............................ 0.82% 0.85% 0.77% 0.78% 0.79%
======= ====== ====== ====== ======
</TABLE>
88
<PAGE>
The distribution of our allowance for loan losses at the dates indicated is
summarized as follows:
<TABLE>
<CAPTION>
December 31,
-----------------------------------------------------------------------------------------------------
1999 1998 1997
-----------------------------------------------------------------------------------------------------
Percent Percent Percent
of Loans of Loans of Loans
Loan in Each Loan in Each Loan in Each
Amount of Amounts Category Amount of Amounts Category Amount of Amounts Category
Loan Loss by to Total Loan Loss by to Total Loan Loss by to Total
Allowance Category Loans Allowance Category Loans Allowance Category Loans
--------- -------- ----- --------- -------- ----- --------- -------- -----
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
One- to four-family....... $1,038 $286,578 63.70% $1,181 $264,461 65.42 $ 583 $266,971 65.77
Multi-family.............. 55 5,544 1.23 57 6,282 1.56 275 7,694 1.90
Commercial real estate.... 300 14,559 3.24 174 10,293 2.54 234 8,131 2.00
Construction or 59
development............. 62 12,470 2.77 11,805 2.92 52 10,385 2.56
Consumer.................. 1,647 119,922 26.67 1,535 104,108 25.75 1,480 107,547 26.50
Commercial business....... 215 10,764 2.39 146 7,285 1.81 104 5,211 1.27
Unallocated............... 335 --- --- 272 --- --- 363 --- ---
------ -------- ------ ------ -------- ------ ------ -------- =-----
Total................ $3,652 $449,837 100.00% $3,424 $404,234 100.00% $3,091 $405,939 100.00%
====== ======== ====== ====== ======== ====== ====== ======== =======
</TABLE>
<TABLE>
<CAPTION>
December 31,
-------------------------------------------------------------------
1996 1995
-------------------------------------------------------------------
Percent Percent
of Loans of Loans
Loan in Each Loan in Each
Amount of Amounts Category Amount of Amounts Category
Loan Loss by to Total Loan Loss by to Total
Allowance Category Loans Allowance Category Loans
--------- -------- ----- --------- -------- -----
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C> <C>
One- to four-family....... $ 683 $244,518 63.17% $ 674 $224,526 63.02%
Multi-family.............. 363 9,598 2.48 253 6,544 1.84
Commercial real estate.... 282 7,878 2.03 558 10,090 2.83
Construction or
development............. 110 22,040 5.69 86 17,201 4.83
Consumer.................. 1,367 102,471 26.47 1,094 97,894 27.48
Commercial business....... 12 596 0.16 --- --- ---
Unallocated............... 173 --- --- 89 --- ---
------ -------- ------ ------ -------- ------
Total................ $2,990 $387,101 100.00% $2,754 $356,255 100.00%
====== ======== ====== ====== ======== ======
</TABLE>
89
<PAGE>
INVESTMENT ACTIVITIES
Federally chartered savings institutions may invest in various types of liquid
assets, including United States Treasury obligations, securities of various
federal agencies, including callable agency securities, certain certificates of
deposit of insured banks and savings institutions, certain bankers' acceptances,
repurchase agreements and federal funds. Subject to various restrictions,
federally chartered savings institutions also may invest in investment grade
commercial paper and corporate debt securities and mutual funds the assets of
which conform to the investments that a federally chartered savings institution
is otherwise authorized to make directly. See "- How We Are Regulated - Mutual
Federal" and "- Qualified Thrift Lender Test" for a discussion of additional
restrictions on our investment activities.
The Chief Financial Officer has the basic responsibility for the management of
our investment portfolio, subject to the direction and guidance of the asset and
liability management committee. The Chief Financial Officer considers various
factors when making decisions, including the marketability, maturity and tax
consequences of the proposed investment. The maturity structure of investments
will be affected by various market conditions, including the current and
anticipated slope of the yield curve, the level of interest rates, the trend of
new deposit inflows, and the anticipated demand for funds via deposit
withdrawals and loan originations and purchases.
The general objectives of our investment portfolio are to provide liquidity when
loan demand is high, to assist in maintaining earnings when loan demand is low
and to maximize earnings while satisfactorily managing risk, including credit
risk, reinvestment risk, liquidity risk and interest rate risk. See
"MUTUALFIRST's Management's Discussion and Analysis of Financial Condition and
Results of Operations - Asset and Liability Management and Market Risk".
Our investment securities currently consist of U.S. Government and Agency
securities, mortgage-backed securities, marketable equity securities (which
consist of shares in mutual funds that invest in government obligations,
corporate obligations and mortgage-backed securities) and corporate obligations.
See Note 4 of the Notes to MUTUALFIRST's Consolidated Financial Statements. Our
mortgage-backed securities portfolio currently consists of securities issued
under government-sponsored agency programs.
While mortgage-backed securities carry a reduced credit risk as compared to
whole loans, these securities remain subject to the risk that a fluctuating
interest rate environment, along with other factors like the geographic
distribution of the underlying mortgage loans, may alter the prepayment rate of
the mortgage loans and affect both the prepayment speed and value of the
securities.
At times over the past several years, we also have maintained a trading
portfolio of U.S. Government securities. Our trading portfolio totaled $1.2
million at December 31, 1999. We are permitted by the board of directors to have
a portfolio of up to $5.0 million, and to trade up to $2.0 million in these
securities at any one time. See Note 4 of the Notes to MUTUALFIRST's
Consolidated Financial Statements.
Mutual Federal has investments in four separate Indiana limited partnerships
that were organized to construct, own and operate three multi-unit apartment
complexes in the Indianapolis area and one in Findley, Ohio (the Pedcor
Projects). The general partner in each of these Pedcor Projects is Pedcor
Investments. We have no financial or other relationships with Pedcor
Investments. The three Indianapolis area Pedcor Projects, which are operated as
multi-family, low and moderate-income housing projects, have been completed and
have been performing as planned for several years. The Findley, Ohio Pedcor
Project, which also will be operated as a multi-family, low and moderate-income
housing project, is near completion. At the inception of the Findley, Ohio
Pedcor Project in February 1998, we invested $2.1 million and committed to
invest an additional $1.9 million, as of December 31, 1999, of which $1.8
million remained payable over the next ten years.
A low and moderate-income housing project qualifies for certain federal income
tax credits if (1) it is a residential rental property, (2) the units are used
on a non-transient basis, and (3) at least 20% of the units in the project are
occupied by tenants whose incomes are 50% or less of the area median gross
income, adjusted for family size, or alternatively, at least 40% of the units in
the project are occupied by tenants whose incomes are 60% or less of the area
median gross income. Qualified low-income housing projects generally must comply
with these and other rules
90
<PAGE>
for 15 years, beginning with the first year the project qualified for the tax
credit, or some or all of the tax credit together with interest may be
recaptured. The tax credit is subject to the limitation as the use of general
business credit, but no basis reduction is required for any portion of the tax
credit claimed. As of December 31, 1999, at least 90% of the units in the
Indianapolis area Pedcor Projects were occupied, and all of the tenants met the
income test required for the tax credits.
We received tax credits of $262,000 from the Indianapolis Pedcor Projects for
each of the years ended December 31, 1999 and 1998. Additionally, the Pedcor
Projects have incurred operating losses in the early years of their operations
primarily due to accelerated depreciation of assets. We have accounted for our
investment in three of the four Pedcor Projects on the equity method.
Accordingly, we have recorded our share of these losses as reductions to Mutual
Federal's investment in the Pedcor Projects. Mutual Federal has less than a 20%
ownership interest in the remaining Pedcor Project, and we have recorded its
investment in this project at amortized cost.
The following summarizes Mutual Federal's equity in the Pedcor Projects' losses
and tax credits recognized in our consolidated financial statements.
For the Year Ended December 31,
------------------------------------
1999 1998 1997
------------------------------------
(Dollars in Thousands)
Investments in Pedcor low
income housing projects............... $5,275 $5,266 $1,407
====== ====== ======
Equity in losses, net of income
tax effect........................... $ (7) $ (9) $ (187)
Tax credit............................. 262 262 262
------ ------ -------
Increase in after tax income
from Pedcor Investments.............. $ 255 $ 253 $ 75
====== ====== ======
See Note 7 of the Notes to MUTUALFIRST's Consolidated Financial Statements for
additional information regarding our limited partnership investments.
91
<PAGE>
The following table sets forth the composition of our investment and
mortgage-related securities portfolio and other investments at the dates
indicated. As of December 31, 1999, our investment securities portfolio did not
contain securities of any issuer with an aggregate book value in excess of 10%
of our equity capital, excluding those issued by the United States Government or
its agencies.
<TABLE>
<CAPTION>
December 31,
-------------------------------------------------------------------
1999 1998 1997
-------------------------------------------------------------------
Amortized Fair Amortized Fair Amortized Fair
Cost Value Cost Value Cost Value
------------------------------------------------------------------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C> <C>
Investment securities held-to-maturity:
Federal agency obligations......................... $10,200 $ 9,787 $ 6,220 $ 6,220 $ 8,381 $ 8,371
Corporate obligations.............................. 2,099 2,079 4,634 4,651 1,636 1,646
Municipal obligations.............................. 150 150 150 150 150 150
------- ------- ------- ------- ------- -------
Total investment securities held to maturity.... 12,449 12,016 11,004 11,021 10,167 10,167
------- ------- ------- ------- ------- -------
Investment securities available-for-sale:
Mutual funds....................................... 5,781 5,587 7,761 7,625 6,843 6,704
Federal agency obligations......................... 2,416 2,382 1,244 1,286 1,406 1,426
Mortgage-backed securities......................... 9,517 9,385 5,129 5,297 4,125 4,240
Collateralized mortgage obligations................ 4,584 4,536 --- --- --- ---
Corporate obligations.............................. 7,781 7,707 --- --- --- ---
------- ------- ------- ------- ------- -------
Total investment securities held for sale....... 30,079 29,597 14,134 14,208 12,374 12,370
------- ------- ------- ------- ------- -------
Trading account securities:
U.S. Treasury obligations.......................... 1,447 1,235 --- --- --- ---
------- ------- ------- ------- ------- -------
Total trading account securities................ 1,447 1,235 --- --- --- ---
------- ------- ------- ------- ------- -------
Total investment securities.......................... 43,975 42,848 25,138 25,229 22,541 22,537
Investment in limited partnerships................... 5,275 N/A 5,266 N/A 1,407 N/A
Investment in insurance company...................... 590 N/A 590 N/A 590 N/A
Federal Home Loan Bank stock......................... 5,339 N/A 3,612 N/A 3,612 N/A
------- ------- -------
Total investments.................................... $55,179 $34,606 $28,150
======= ======= =======
</TABLE>
92
<PAGE>
The following table indicates, as of December 31, 1999, the composition and
maturities of our investment securities and mortgage-backed securities
portfolio, excluding Federal Home Loan Bank stock and our trading securities.
<TABLE>
<CAPTION>
Due in
------------------------------------------------------------------------------
Less Than 1 to 5 5 to 10 Over Total
1 Year Years Years 10 Years Investment Securities
------ ----- ----- -------- ---------------------
Amortized Amortized Amortized Amortized Amortized Fair
Cost Cost Cost Cost Cost Value
--------- --------- --------- --------- --------- -------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C> <C>
Corporate obligations............. $1,113 $ 7,796 $ 470 $ 501 $ 9,880 $ 9,786
Federal agency obligations........ 749 6,431 3,993 1,443 12,616 12,169
Municipal obligations............. --- --- --- 150 150 150
Mutual funds...................... 5,781 --- --- --- 5,781 5,587
Mortgage-backed securities:
Freddie Mac..................... --- 530 --- 1,433 1,963 1,953
Fannie Mae...................... 248 593 605 5,609 7,055 6,935
Ginnie Mae...................... --- --- --- 1,467 1,467 1,458
Other........................... --- --- --- 3,616 3,616 3,575
------ ------- ------ ------- ------- -------
$7,891 $15,350 $5,068 $14,219 $42,528 $41,613
====== ======= ====== ======= ======= =======
Weighted average yield............ 6.21% 6.21% 6.55% 6.92% 6.63%
</TABLE>
SOURCES OF FUNDS
GENERAL. Our sources of funds are deposits, borrowings, payment of principal and
interest on loans, interest earned on or maturation of other investment
securities and funds provided from operations.
DEPOSITS. We offer deposit accounts to consumers and businesses having a wide
range of interest rates and terms. Our deposits consist of passbook accounts,
money market deposit accounts, NOW and demand accounts and certificates of
deposit. We solicit deposits in our market areas and have not accepted brokered
deposits. We primarily rely on competitive pricing policies, marketing and
customer service to attract and retain these deposits.
The flow of deposits is influenced significantly by general economic conditions,
changes in money market and prevailing interest rates, and competition. The
variety of our deposit accounts has allowed us to be competitive in obtaining
funds and to respond to changes in consumer demand. We have become more
susceptible to short-term fluctuations in deposit flows, as customers have
become more interest rate conscious. We try to manage the pricing of our
deposits in keeping with our asset/liability management, liquidity and
profitability objectives, subject to competitive factors. Based on our
experience, we believe that our deposits are relatively stable sources of funds.
Our ability to attract and maintain these deposits, however, and the rates paid
on them, has been and will continue to be affected significantly by market
conditions.
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<PAGE>
The following table sets forth our deposit flows during the years indicated.
<TABLE>
<CAPTION>
Year Ended December 31,
-------------------------------------------------------
1999 1998 1997
-------------------------------------------------------
(Dollars in Thousands)
<S> <C> <C> <C>
Opening balance............................. $ 365,999 $ 344,860 $ 330,235
Deposits.................................... 1,205,702 1,010,169 1,027,102
Withdrawals................................. (1,220,992) (1,003,062) (1,025,662)
Interest credited........................... 13,895 14,032 13,185
----------- ---------- ----------
Ending balance.............................. $ 364,604 $ 365,999 $ 344,860
=========== ========== ==========
Net increase (decrease)..................... $ (1,395) $ 21,139 $ 14,625
=========== ========== ==========
Percent increase (decrease)................. (.38)% 6.13% 4.43%
====== ==== ====
</TABLE>
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<PAGE>
The following table sets forth the dollar amount of savings deposits in the
various types of deposit programs we offered at the dates indicated.
<TABLE>
<CAPTION>
At December 31,
---------------------------------------------------------------------
1999 1998 1997
---------------------------------------------------------------------
Percent Percent Percent
Amount of Total Amount of Total Amount of Total
---------------------------------------------------------------------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C> <C>
Transactions and Savings Deposits:
Passbook accounts................................ $ 39,792 10.91% $ 42,242 11.54% $ 42,359 12.28%
NOW and demand accounts ......................... 52,560 14.42 57,239 15.64 46,703 13.54
Money market accounts............................ 42,091 11.54 33,686 9.20 26,236 7.61
-------- ------ -------- ------ -------- ------
Total non-certificates........................... 134,443 36.87 133,167 36.38 115,298 33.43
-------- ------ -------- ------ -------- ------
Certificates:
0.00 - 1.99%................................... --- --- --- --- --- ---
2.00 - 3.99%................................... 5,494 1.51 8,691 2.38 --- ---
4.00 - 5.99%................................... 185,993 51.01 171,455 46.85 166,424 48.26
6.00 - 7.99%................................... 36,957 10.14 50,928 13.91 61,398 17.80
8.00 - 9.99%................................... 1,717 .47 1,758 0.48 1,740 0.51
10.00% and over.................................. --- --- --- --- --- ---
-------- ------ -------- ------ -------- ------
Total certificates............................... 230,161 63.13 232,832 63.62 229,562 66.57
-------- ------ -------- ------ -------- ------
Total deposits................................... $364,604 100.00% $365,999 100.00% $344,860 100.00%
======== ====== ======== ====== ======== ======
</TABLE>
95
<PAGE>
The following table shows rate and maturity information for our certificates of
deposit as of December 31, 1999.
<TABLE>
<CAPTION>
2.00- 4.00- 6.00- 8.00- Percent
3.99% 5.99% 7.99% 9.99% Total of Total
----- ----- ----- ----- ----- --------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C> <C>
Certificate accounts maturing
in quarter ending:
March 31, 2000................. $5,485 $ 41,150 $11,028 $ --- $ 57,663 25.05%
June 30, 2000.................. 9 45,176 11,600 --- 56,785 24.67
September 30, 2000............. --- 20,844 3,961 --- 24,805 10.78
December 31, 2000.............. --- 17,807 1,442 --- 19,249 8.36
March 31, 2001................. --- 20,775 441 --- 21,216 9.22
June 30, 2001.................. --- 22,549 1,183 --- 23,732 10.31
September 30, 2001............. --- 6,498 1,840 --- 8,338 3.62
December 31, 2001.............. --- 2,230 --- --- 2,230 0.97
March 31, 2002................. --- 936 1,079 --- 2,015 0.88
June 30, 2002................. --- 485 1,335 37 1,857 0.81
September 30, 2002............. --- 207 1,256 631 2,094 0.91
December 31, 2002.............. --- 327 1,102 453 1,882 0.82
2003........................... --- 3,853 86 596 4,535 1.97
2004 --- 3,156 604 --- 3,760 1.63
Thereafter..................... --- --- --- --- --- ---
------ -------- ------- ------ -------- ------
Total....................... $5,494 $185,993 $36,957 $1,717 $230,161 100.00%
====== ======== ======= ====== ======== ======
Percent of total............ 2.39% 80.81% 16.06% .74%
===== ===== ===== ===
</TABLE>
The following table indicates, as of December 31, 1999, the amount of our
certificates of deposit and other deposits by time remaining until maturity.
<TABLE>
<CAPTION>
Maturity
--------------------------------------------------------------------
Over Over
3 Months 3 to 6 6 to 12 Over
or Less Months Months 12 months Total
--------------------------------------------------------------------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C>
Certificates of deposit less than $100,000....... $40,916 $44,565 $36,667 $58,209 $180,357
Certificates of deposit of $100,000 or more...... 5,687 10,045 6,887 12,550 35,169
Public funds (1)................................. 11,060 2,175 500 900 14,635
------- ------- ------- ------- --------
Total certificates of deposit.................... $57,663 $56,785 $44,054 $71,659 $230,161
======= ======= ======= ======= ========
---------------
<FN>
(1) Deposits from governmental and other public entities.
</FN>
</TABLE>
BORROWINGS. Although deposits are our primary source of funds, we may utilize
borrowings when they are a less costly source of funds and can be invested at a
positive interest rate spread, when we desire additional capacity to fund loan
demand or when they meet our asset/liability management goals. Our borrowings
historically have consisted of advances from the Federal Home Loan Bank of
Indianapolis and securities sold under agreement to repurchase. See Notes 9, 10
and 11 of the Notes to MUTUALFIRST's Consolidated Financial Statements.
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<PAGE>
We may obtain advances from the Federal Home Loan Bank of Indianapolis upon the
security of certain of our mortgage loans and mortgage-backed securities. These
advances may be made pursuant to several different credit programs, each of
which has its own interest rate, range of maturities and call features. At
December 31, 1999, we had $72.3 million in Federal Home Loan Bank advances
outstanding.
The following table sets forth, for the years indicated, the maximum month-end
balance and average balance of Federal Home Loan Bank advances, securities sold
under agreement to repurchase and other borrowings.
<TABLE>
<CAPTION>
Year Ended December 31,
-----------------------------------
1999 1998 1997
--------- --------- --------
(Dollars in Thousands)
<S> <C> <C> <C>
Maximum Balance:
FHLB advances........................................... $99,039 $63,754 $70,254
Securities sold under agreements to repurchase.......... 895 --- 875
Other borrowings........................................ 1,799 1,830 ---
Average Balance:
FHLB advances........................................... $62,243 $55,232 $61,471
Securities sold under agreements to repurchase.......... 400 --- 73
Other borrowings........................................ 1,784 1,685 ---
</TABLE>
The following table sets forth certain information as to our borrowings at the
dates indicated.
<TABLE>
<CAPTION>
December 31,
----------------------------------
1999 1998 1997
------ ------ ------
(Dollars in Thousands)
<S> <C> <C> <C>
FHLB advances................................ $72,289 $50,632 $66,255
Securities sold under agreements to
repurchase.................................. 840 --- ---
Other borrowings............................. 1,768 1,830 ---
------- ------- -------
Total borrowings........................ $74,897 $52,462 $66,255
======= ======= =======
Weighted average interest rate of FHLB
advances.................................... 5.69% 5.50% 5.89%
Weighted average interest rate of securities
sold under agreements to repurchase......... 5.50% ---% ---%
Weighted average interest rate of other
borrowings.................................. ---% ---% ---%
</TABLE>
SUBSIDIARY AND OTHER ACTIVITIES
As a federally chartered savings bank, Mutual Federal is permitted by Office of
Thrift Supervision regulations to invest up to 2% of its assets, or $10.9
million at December 31, 1999, in the stock of, or unsecured loans to, service
corporation subsidiaries. Mutual Federal may invest an additional 1% of its
assets in service corporations where such additional funds are used for
inner-city or community development purposes.
At December 31, 1999, Mutual Federal had two active subsidiaries, First M.F.S.B.
Corporation and Third M.F.S.B. Corporation. First M.F.S.B. owns stock in Family
Financial Life Insurance Company, a life and accident and health insurance
company chartered in Indiana. Family Financial Life primarily sells mortgage and
credit life insurance, as well as accident and disability insurance. It also
issues and services annuity contracts. As of December 31, 1999, Mutual Federal's
total investment in this subsidiary was $718,000. For the year ended December
31, 1999, First M.F.S.B. reported net income of $83,000, which consisted of
dividends from Family Financial Life.
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<PAGE>
Third M.F.S.B., which does business as Mutual Financial Services, offers
tax-deferred annuities, long-term health and life insurance products. All
securities related products and services made available through Mutual Financial
Services are offered by a third party independent broker-dealer. As of December
31, 1999, Mutual Federal's total investment in this subsidiary was $319,000. For
the year ended December 31, 1999, Third M.F.S.B. reported net income of
$161,000, which consisted of commissions less expenses.
COMPETITION
We face strong competition in originating real estate and other loans and in
attracting deposits. Competition in originating real estate loans comes
primarily from other savings institutions, commercial banks, credit unions and
mortgage bankers. Other savings institutions, commercial banks, credit unions
and finance companies provide vigorous competition in consumer lending.
We attract our deposits through our branch office system. Competition for
deposits comes principally from other savings institutions, commercial banks and
credit unions located in the same community, as well as mutual funds and other
alternative investments. We compete for deposits by offering superior service
and a variety of account types at competitive rates.
EMPLOYEES
At December 31, 1999, we had a total of 208 employees, including 58 part-time
employees. Our employees are not represented by any collective bargaining group.
Management considers its employee relations to be good.
HOW WE ARE REGULATED
Set forth below is a brief description of certain laws and regulations which
apply to us. This description, as well as other descriptions of laws and
regulations contained in this document, is not complete and is qualified in its
entirety by reference to the applicable laws and regulations.
Legislation is introduced from time to time in the United States Congress that
may affect our operations. In addition, the regulations by which we are governed
may be amended from time to time. Any such legislation or regulatory changes
could adversely affect us. We cannot assure you as to whether or in what form
any such changes will occur.
GENERAL. Mutual Federal, as a federally chartered savings institution, is
subject to federal regulation and oversight by the Office of Thrift Supervision
extending to all aspects of Mutual Federal's operations. Mutual Federal also is
subject to regulation and examination by the FDIC, which insures the deposits of
Mutual Federal to the maximum extent permitted by law, and to requirements of
the Federal Reserve Board. Federally chartered savings institutions are required
to file periodic reports with the Office of Thrift Supervision and are subject
to periodic examinations by the Office of Thrift Supervision and the FDIC. The
investment and lending authority of savings institutions are prescribed by
federal laws and regulations, and savings institutions are prohibited from
engaging in any activities not permitted by such laws and regulations. This
regulation and supervision primarily is intended for the protection of
depositors and not for the purpose of protecting shareholders.
The Office of Thrift Supervision regularly examines Mutual Federal and prepares
reports for the consideration of Mutual Federal's board of directors on any
deficiencies that it may find in Mutual Federal's operations. The FDIC also has
the authority to examine Mutual Federal in its role as the administrator of the
Savings Association Insurance Fund. Mutual Federal's relationship with its
depositors and borrowers also is regulated to a great extent by both Federal and
state laws, especially in such matters as the ownership of savings accounts and
the form and content of Mutual Federal's mortgage requirements. Any change in
these laws and regulations, whether by the FDIC, the Office of Thrift
Supervision or Congress, could have a material adverse impact on our operations.
MUTUALFIRST. Pursuant to regulations of the Office of Thrift Supervision and the
terms of MUTUALFIRST's Maryland articles of incorporation, the purpose and
powers of MUTUALFIRST are to pursue any or all of the lawful objectives of a
thrift holding company and to exercise any of the powers accorded to a thrift
holding company.
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<PAGE>
If Mutual Federal fails the qualified thrift lender test, MUTUALFIRST must
obtain the approval of the Office of Thrift Supervision prior to continuing,
directly or through other subsidiaries, any business activity other than those
approved for multiple thrift companies or their subsidiaries. In addition,
within one year of such failure MUTUALFIRST must register as, and will become
subject to, the restrictions applicable to bank holding companies. The
activities authorized for a bank holding company are more limited than the
activities authorized for a unitary or multiple thrift holding company. See "-
Qualified Thrift Lender Test."
MUTUAL FEDERAL. The Office of Thrift Supervision has extensive authority over
the operations of savings institutions. Mutual Federal is required to file
periodic reports with the Office of Thrift Supervision and is subject to
periodic examinations by the Office of Thrift Supervision and the FDIC. The last
regular Office of Thrift Supervision examination of Mutual Federal was as of
September 30, 1999. When these examinations are conducted by the Office of
Thrift Supervision and the FDIC, the examiners may require Mutual Federal to
provide for higher general or specific loan loss reserves. All savings
institutions are subject to a semi-annual assessment, based upon the savings
institution's total assets, to fund the operations of the Office of Thrift
Supervision. Mutual Federal's Office of Thrift Supervision assessment for the
year ended December 31, 1999 was $96,000.
The Office of Thrift Supervision also has extensive enforcement authority over
all savings institutions and their holding companies, including Mutual Federal
and MUTUALFIRST. This enforcement authority includes, among other things, the
ability to assess civil money penalties, to issue cease-and-desist or removal
orders and to initiate injunctive actions. In general, these enforcement actions
may be initiated for violations of laws and regulations and unsafe or unsound
practices. Other actions or inactions may provide the basis for enforcement
action, including misleading or untimely reports filed with the Office of Thrift
Supervision. Except under certain circumstances, final enforcement actions by
the Office of Thrift Supervision must be publicly disclosed.
In addition, the investment, lending and branching authority of Mutual Federal
is prescribed by federal laws and it is prohibited from engaging in any
activities not permitted by such laws. For instance, no savings institution may
invest in non-investment grade corporate debt securities. In addition, the
permissible level of investment by federal institutions in loans secured by
non-residential real property may not exceed 400% of total capital, except with
approval of the Office of Thrift Supervision. Federal savings institutions are
also generally authorized to branch nationwide. Mutual Federal is in compliance
with the noted restrictions.
Mutual Federal's general permissible lending limit for loans-to-one-borrower is
equal to the greater of $500,000 or 15% of unimpaired capital and surplus
(except for loans fully secured by certain readily marketable collateral, in
which case this limit is increased to 25% of unimpaired capital and surplus). At
December 31, 1999, Mutual Federal's lending limit under this restriction was
$11.2 million. Mutual Federal is in compliance with the loans-to- one-borrower
limitation.
The Office of Thrift Supervision, as well as the other federal banking agencies,
has adopted guidelines establishing safety and soundness standards on such
matters as loan underwriting and documentation, asset quality, earnings
standards, internal controls and audit systems, interest rate risk exposure and
compensation and other employee benefits. Any institution which fails to comply
with these standards must submit a compliance plan.
INSURANCE OF ACCOUNTS AND REGULATION BY THE FDIC. Mutual Federal is a member of
the Savings Association Insurance Fund, which is administered by the FDIC.
Deposits are insured up to the applicable limits by the FDIC and such insurance
is backed by the full faith and credit of the United States Government. As
insurer, the FDIC imposes deposit insurance premiums and is authorized to
conduct examinations of and to require reporting by FDIC-insured institutions.
It also may prohibit any FDIC-insured institution from engaging in any activity
the FDIC determines by regulation or order to pose a serious risk to the Savings
Association Insurance Fund or the Bank Insurance Fund. The FDIC also has the
authority to initiate enforcement actions against savings institutions, after
giving the Office of Thrift Supervision an opportunity to take such action, and
may terminate an institution's deposit insurance if it determines that the
institution has engaged in unsafe or unsound practices or is in an unsafe or
unsound condition.
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<PAGE>
The FDIC's deposit insurance premiums are assessed through a risk-based system
under which all insured depository institutions are placed into one of nine
categories and assessed insurance premiums based upon their level of capital and
supervisory evaluation. Under the system, institutions classified as well
capitalized (i.e., a core capital ratio of at least 5%, a ratio of Tier 1 or
core capital to risk-weighted assets ("Tier 1 risk-based capital") of at least
6% and a risk-based capital ratio of at least 10%) and considered healthy pay
the lowest premium while institutions that are less than adequately capitalized
(i.e., core or Tier 1 risk-based capital ratios of less than 4% or a risk-based
capital ratio of less than 8%) and considered of substantial supervisory concern
pay the highest premium. Risk classification of all insured institutions is made
by the FDIC for each semi-annual assessment period.
The FDIC is authorized to increase assessment rates, on a semi-annual basis, if
it determines that the reserve ratio of the Savings Association Insurance Fund
will be less than the designated reserve ratio of 1.25% of Savings Association
Insurance Fund insured deposits. In setting these increased assessments, the
FDIC must seek to restore the reserve ratio to that designated reserve level, or
such higher reserve ratio as established by the FDIC. The FDIC also may impose
special assessments on Savings Association Insurance Fund members to repay
amounts borrowed from the United States Treasury or for any other reason deemed
necessary by the FDIC.
Since January 1, 1997, the premium schedule for Bank Insurance Fund and Savings
Association Insurance Fund insured institutions has ranged from 0 to 27 basis
points. However, Savings Association Insurance Fund insured institutions are
required to pay a Financing Corporation assessment, in order to fund the
interest on bonds issued to resolve thrift failures in the 1980s. For Savings
Association Insurance Fund insured institutions, this assessment is
approximately six basis points for each $100 in domestic deposits, and for Bank
Insurance Fund insured institutions this assessment is approximately one basis
point for each $100 in domestic deposits. It is expected that the assessment
will soon be changed to two basis points for all insured institutions,
regardless of fund. The assessment, which may be revised further based upon the
level of Bank Insurance Fund and Savings Association Insurance Fund deposits,
will continue until the bonds mature in the year 2017.
REGULATORY CAPITAL REQUIREMENTS. Federally insured savings institutions, such as
Mutual Federal, are required to maintain a minimum level of regulatory capital.
The Office of Thrift Supervision has established capital standards, including a
tangible capital requirement, a leverage ratio or core capital requirement and a
risk-based capital requirement applicable to such savings institutions. These
capital requirements must be generally as stringent as the comparable capital
requirements for national banks. The Office of Thrift Supervision also may
impose capital requirements in excess of these standards on individual
institutions on a case-by-case basis.
The capital regulations require tangible capital of at least 1.5% of adjusted
total assets, as defined by regulation. Tangible capital generally includes
common stockholders' equity and retained income, and certain noncumulative
perpetual preferred stock and related income. In addition, all intangible
assets, other than a limited amount of purchased mortgage servicing rights, must
be deducted from tangible capital for calculating compliance with the
requirement. At December 31, 1999, Mutual Federal had $1.5 million of intangible
assets.
At December 31, 1999, Mutual Federal had tangible capital of $73.4 million, or
13.6% of adjusted total assets, which is approximately $65.3 million above the
minimum requirement of 1.5% of adjusted total assets in effect on that date.
The capital standards also require core capital equal to at least 3.0% of
adjusted total assets. Core capital generally consists of tangible capital plus
certain intangible assets, including a limited amount of purchased credit card
relationships. As a result of the prompt corrective action provisions discussed
below, however, a savings institution must maintain a core capital ratio of at
least 4.0% to be considered adequately capitalized unless its supervisory
condition is such to allow it to maintain a 3.0% ratio. At December 31, 1999,
Mutual Federal had $1.5 million of intangible assets which were subject to these
tests.
At December 31, 1999, Mutual Federal had core capital equal to $73.4 million, or
13.6% of adjusted total assets, which is $57.2 million above the minimum
requirement of 3.0% in effect on that date.
The Office of Thrift Supervision also requires savings institutions to have
total capital of at least 8.0% of risk-weighted assets. Total capital consists
of core capital, as defined above, and supplementary capital. Supplementary
100
<PAGE>
capital consists of certain permanent and maturing capital instruments that do
not qualify as core capital and general valuation loan and lease loss allowances
up to a maximum of 1.25% of risk-weighted assets. Supplementary capital may be
used to satisfy the risk-based requirement only to the extent of core capital.
The Office of Thrift Supervision is also authorized to require a savings
institution to maintain an additional amount of total capital to account for
concentration of credit risk and the risk of non-traditional activities. At
December 31, 1999, Mutual Federal had $3.6 million of general loan loss
reserves, which was less than 1.25% of risk-weighted assets.
In determining the amount of risk-weighted assets, all assets, including certain
off-balance sheet items, will be multiplied by a risk weight, ranging from 0% to
100%, based on the risk inherent in the type of asset. For example, the Office
of Thrift Supervision has assigned a risk weight of 50% for prudently
underwritten permanent one- to four-family first lien mortgage loans not more
than 90 days delinquent and having a loan-to-value ratio of not more than 80% at
origination unless insured to such ratio by an insurer approved by Fannie Mae or
Freddie Mac.
As of December 31, 1999, Mutual Federal had total risk-based capital of $77.0
million and risk-weighted assets of $354.5 million; or total capital of 21.7% of
risk-weighted assets. This amount was $48.6 million above the 8.0% requirement
in effect on that date.
The Office of Thrift Supervision and the FDIC are authorized and, under certain
circumstances, required to take actions against savings institutions that fail
to meet their capital requirements. The Office of Thrift Supervision is
generally required to restrict the activities of an "undercapitalized
institution," which is an institution with less than either a 4% core capital
ratio, a 4% Tier 1 risked-based capital ratio or an 8.0% risk-based capital
ratio. Any such institution must submit a capital restoration plan and, until
such plan is approved by the Office of Thrift Supervision, may not increase its
assets, acquire another institution, establish a branch or engage in any new
activities, and generally may not make capital distributions. The Office of
Thrift Supervision is authorized to impose the additional restrictions that are
applicable to significantly undercapitalized institutions.
As a condition to the approval of the capital restoration plan, any company
controlling an undercapitalized institution must agree that it will enter into a
limited capital maintenance guarantee with respect to the institution's
achievement of its capital requirements.
Any savings institution that fails to comply with its capital plan or has Tier 1
risk-based or core capital ratio of less than 3.0% or a risk-based capital ratio
of less than 6.0% and is considered "significantly undercapitalized" must be
made subject to one or more additional specified actions and operating
restrictions which may cover all aspects of its operations and may include a
forced merger or acquisition of the institution. An institution that becomes
"critically undercapitalized" because it has a tangible capital ratio of 2.0% or
less is subject to further restrictions on its activities in addition to those
applicable to significantly undercapitalized institutions. In addition, the
Office of Thrift Supervision must appoint a receiver, or conservator with the
concurrence of the FDIC, for a savings institution, with certain limited
exceptions, within 90 days after it becomes critically undercapitalized. Any
undercapitalized institution is also subject to the general enforcement
authority of the Office of Thrift Supervision and the FDIC, including the
appointment of a conservator or a receiver.
The Office of Thrift Supervision is also generally authorized to reclassify an
institution into a lower capital category and impose the restrictions applicable
to such category if the institution is engaged in unsafe or unsound practices or
is in an unsafe or unsound condition.
The imposition by the Office of Thrift Supervision or the FDIC of any of these
measures on Mutual Federal may have a substantial adverse effect on our
operations and profitability.
LIMITATIONS ON DIVIDENDS AND OTHER CAPITAL DISTRIBUTIONS. Office of Thrift
Supervision regulations impose various restrictions on distributions of capital,
which include dividends, stock redemptions or repurchases, cash-out mergers and
other transactions charged to the capital account.
Generally, savings institutions, such as Mutual Federal, that before and after
the proposed distribution remain well- capitalized, may make capital
distributions during any calendar year equal to the greater of 100% of net
income for the year-to-date plus retained net income for the two preceding
years. However, an institution deemed to be in need
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<PAGE>
of more than normal supervision by the Office of Thrift Supervision may have its
dividend authority restricted by the Office of Thrift Supervision. Mutual
Federal may pay dividends in accordance with this general authority.
Savings institutions proposing to make any capital distribution need not submit
written notice to the Office of Thrift Supervision prior to such distribution
unless they are a subsidiary of a holding company or would not remain well-
capitalized following the distribution. Savings institutions that do not, or
would not meet their current minimum capital requirements following a proposed
capital distribution or propose to exceed these net income limitations must
obtain Office of Thrift Supervision approval prior to making such distribution.
The Office of Thrift Supervision may object to the distribution during that
30-day period based on safety and soundness concerns. See "- Regulatory Capital
Requirements."
LIQUIDITY. Each savings institution, including Mutual Federal, is required to
maintain an average daily balance of liquid assets equal to a certain percentage
of the average daily balance of its liquidity base during the preceding calendar
quarter or a percentage of the amount of its liquidity base at the end of the
preceding quarter. This liquid asset ratio requirement may vary from time to
time between 4% and 10%, depending upon economic conditions and savings flows of
all savings institutions. At the present time, the minimum liquid asset ratio is
4%.
Penalties may be imposed upon institutions for violations of the liquid asset
ratio requirement. At December 31, 1999, Mutual Federal was in compliance with
the requirement, with an overall liquid asset ratio of 9.3%.
QUALIFIED THRIFT LENDER TEST. All savings institutions, including Mutual
Federal, are required to meet a qualified thrift lender test to avoid certain
restrictions on their operations. This test requires a savings institution to
have at least 65% of its portfolio assets, as defined by regulation, in
qualified thrift investments on a monthly average for nine out of every 12
months on a rolling basis. As an alternative, the savings institution may
maintain 60% of its assets in the assets specified in Section 7701(a)(19) of the
Internal Revenue Code. Under either test, such assets primarily consist of
residential housing related loans and investments. At December 31, 1999, Mutual
Federal met the test and has always met the test since its effectiveness.
Any savings institution that fails to meet the qualified thrift lender test must
convert to a national bank charter, unless it requalifies as a qualified thrift
lender and thereafter remains a qualified thrift lender. If an institution does
not requalify and converts to a national bank charter, it must remain Savings
Association Insurance Fund-insured until the FDIC permits it to transfer to the
Bank Insurance Fund. If such an institution has not yet requalified or converted
to a national bank, its new investments and activities are limited to those
permissible for both a savings institution and a national bank, and it is
limited to national bank branching rights in its home state. In addition, the
institution is immediately ineligible to receive any new Federal Home Loan Bank
borrowings and is subject to national bank limits for payment of dividends. If
such an institution has not requalified or converted to a national bank within
three years after the failure, it must divest of all investments and cease all
activities not permissible for a national bank. In addition, it must repay
promptly any outstanding Federal Home Loan Bank borrowings, which may result in
prepayment penalties. If any institution that fails the qualified thrift lender
test is controlled by a holding company, then within one year after the failure,
the holding company must register as a bank holding company and become subject
to all restrictions on bank holding companies.
COMMUNITY REINVESTMENT ACT. Under the Community Reinvestment Act, every
FDIC-insured institution is obligated, consistent with safe and sound banking
practices, to help meet the credit needs of its entire community, including low
and moderate income neighborhoods. The Community Reinvestment Act does not
establish specific lending requirements or programs for financial institutions
nor does it limit an institution's discretion to develop the types of products
and services that it believes are best suited to its particular community,
consistent with the Community Reinvestment Act. The Community Reinvestment Act
requires the Office of Thrift Supervision, in connection with the examination of
Mutual Federal, to assess the institution's record of meeting the credit needs
of its community and to take such record into account in its evaluation of
certain applications, such as a merger or the establishment of a branch. An
unsatisfactory rating may be used as the basis for the denial of an application.
Due to the heightened attention being given to the Community Reinvestment Act in
the past few years, Mutual Federal may be required to devote additional funds
for investment and lending in its local community. Mutual Federal was examined
for Community Reinvestment Act compliance in May 1997, and received a rating of
satisfactory.
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<PAGE>
TRANSACTIONS WITH AFFILIATES. Generally, transactions between a savings
institution or its subsidiaries and its affiliates are required to be on terms
as favorable to the institution as transactions with non-affiliates. In
addition, certain of these transactions, such as loans to an affiliate, are
restricted to a percentage of the institution's capital. Affiliates of Mutual
Federal include MUTUALFIRST and any company which is under common control with
Mutual Federal. In addition, a savings institution may not lend to any affiliate
engaged in activities not permissible for a bank holding company or acquire the
securities of most affiliates. The Office of Thrift Supervision has the
discretion to treat subsidiaries of savings institutions as affiliates on a case
by case basis.
Certain transactions with directors, officers or controlling persons are also
subject to conflict of interest regulations enforced by the Office of Thrift
Supervision. These conflict of interest regulations and other statutes also
impose restrictions on loans to such persons and their related interests. Among
other things, such loans must generally be made on terms substantially the same
as loans to unaffiliated individuals.
FEDERAL SECURITIES LAW. The common stock of MUTUALFIRST is registered with the
SEC under the Securities Exchange Act of 1934. MUTUALFIRST is subject to the
information, proxy solicitation, insider trading restrictions and other
requirements of the SEC under the Securities Exchange Act of 1934.
MUTUALFIRST stock held by persons who are affiliates of MUTUALFIRST may not be
resold without registration under the Securities Act of 1933 unless sold in
accordance with certain resale restrictions. Affiliates are generally considered
to be officers, directors and principal stockholders. If MUTUALFIRST meets
specified current public information requirements, each affiliate of MUTUALFIRST
is permitted to sell in the public market, without registration, a limited
number of shares in any three-month period.
FEDERAL RESERVE SYSTEM. The Federal Reserve Board requires all depository
institutions to maintain non-interest bearing reserves at specified levels
against their transaction accounts, primarily checking, NOW and Super NOW
checking accounts. At December 31, 1999, Mutual Federal was in compliance with
these reserve requirements. The balances maintained to meet the reserve
requirements imposed by the Federal Reserve Board may be used to satisfy
liquidity requirements that may be imposed by the Office of Thrift Supervision.
Savings institutions are authorized to borrow from the Federal Reserve Bank
"discount window," but Federal Reserve Board regulations require institutions to
exhaust other reasonable alternative sources of funds, including Federal Home
Loan Bank borrowings, before borrowing from the Federal Reserve Bank.
FEDERAL HOME LOAN BANK SYSTEM. Mutual Federal is a member of the Federal Home
Loan Bank of Indianapolis, which is one of 12 regional Federal Home Loan Banks
that administers the home financing credit function of savings institutions.
Each Federal Home Loan Bank serves as a reserve or central bank for its members
within its assigned region. It is funded primarily from proceeds derived from
the sale of consolidated obligations of the Federal Home Loan Bank System. It
makes loans or advances to members in accordance with policies and procedures
established by the board of directors of the Federal Home Loan Bank, which are
subject to the oversight of the Federal Housing Finance Board. All advances from
the Federal Home Loan Bank are required to be fully secured by collateral deemed
sufficient by the Federal Home Loan Bank. In addition, all long-term advances
must be used for residential home financing.
As a member, Mutual Federal is required to purchase and hold stock in the
Federal Home Loan Bank of Indianapolis. At December 31, 1999, Mutual Federal had
$5.3 million in Federal Home Loan Bank stock, which was in compliance with this
requirement. In past years, Mutual Federal has received substantial dividends on
its Federal Home Loan Bank stock. Over the past five fiscal years, these
dividends have averaged 7.97% and were 8.10% for 1999.
Under federal law, the Federal Home Loan Banks must provide funds for the
resolution of troubled savings institutions and contribute to low- and
moderately priced housing programs through direct loans or interest subsidies on
advances targeted for community investment and low- and moderate-income housing
projects. These contributions have affected adversely the level of Federal Home
Loan Bank dividends paid and could continue to do so in the future. These
contributions also could affect adversely the future value of Federal Home Loan
Bank stock.
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<PAGE>
A reduction in value of Mutual Federal's Federal Home Loan Bank stock may result
in a corresponding reduction in Mutual Federal's capital.
For the year ended December 31, 1999, dividends paid to Mutual Federal by the
Federal Home Loan Bank of Indianapolis totaled $318,000, as compared to $289,000
for the year ended December 31, 1998.
FEDERAL TAXATION
GENERAL. We are subject to federal income taxation in the same general manner as
other corporations, with some exceptions discussed below. The following
discussion of federal taxation is intended only to summarize certain pertinent
federal income tax matters and is not a comprehensive description of the tax
rules applicable to us. Mutual Federal's federal income tax returns have been
closed without audit by the IRS through its year ended December 31, 1995.
BAD DEBT RESERVES. Prior to the Small Business Job Protection Act, Mutual
Federal was permitted to establish a reserve for bad debts under the percentage
of taxable income method and to make annual additions to the reserve utilizing
that method. These additions could, within specified formula limits, be deducted
in arriving at taxable income. As a result of the Small Business Job Protection
Act, savings associations of Mutual Federal's size may now use the experience
method in computing bad debt deductions beginning with their 1996 federal tax
return. In addition, federal legislation requires Mutual Federal to recapture,
over a six year period, the excess of tax bad debt reserves at December 31, 1997
over those established as of the base year reserve balance as of December 31,
1987. As of December 31, 1999 the amount of Mutual Federal's reserves subject to
recapture were approximately $358,000.
TAXABLE DISTRIBUTIONS AND RECAPTURE. Prior to the Small Business Job Protection
Act, bad debt reserves created prior to the year ended failed December 31, 1997
were subject to recapture into taxable income if Mutual Federal failed to meet
certain thrift asset and definitional tests. Recent federal legislation
eliminated these thrift related recapture rules. However, under current law,
pre-1988 reserves remain subject to recapture should Mutual Federal make certain
non-dividend distributions or cease to maintain a thrift/bank charter.
MINIMUM TAX. The Internal Revenue Code imposes an alternative minimum tax at a
rate of 20% on a base of regular taxable income plus certain tax preferences,
called alternative minimum taxable income. The alternative minimum tax is
payable to the extent such alternative minimum taxable income is in excess of an
exemption amount. Net operating losses can offset no more than 90% of
alternative minimum taxable income. Certain payments of alternative minimum tax
may be used as credits against regular tax liabilities in future years. Mutual
Federal has not been subject to the alternative minimum tax, and does not have
any such amounts available as credits for carryover.
NET OPERATING LOSS CARRYOVERs. A financial institution may carryback net
operating losses to the preceding two taxable years and forward to the
succeeding 20 taxable years. This provision applies to losses incurred in
taxable years beginning after August 6, 1997. For losses incurred in the taxable
years prior to August 6, 1997, the carryback period was three years and the
carryforward period was 15 years. At December 31, 1999, we had no net operating
loss carryforwards for federal income tax purposes.
CORPORATE DIVIDENDS-RECEIVED DEDUCTION. MUTUALFIRST may eliminate from its
income dividends received from Mutual Federal as a wholly owned subsidiary of
MUTUALFIRST if it elects to file a consolidated return with Mutual Federal. The
corporate dividends-received deduction is 100% or 80%, in the case of dividends
received from corporations with which a corporate recipient does not file a
consolidated tax return, depending on the level of stock ownership of the payor
of the dividend. Corporations which own less than 20% of the stock of a
corporation distributing a dividend may deduct 70% of dividends received or
accrued on their behalf.
STATE TAXATION. Mutual Federal is subject to Indiana's financial institutions
tax, which is imposed at a flat rate of 8.5% on "adjusted gross income."
"Adjusted gross income," for purposes of the financial institutions tax, begins
with taxable income as defined by Section 63 of the Internal Revenue Code and
incorporates federal tax law to the extent that it affects the computation of
taxable income. Federal taxable income is then adjusted by several Indiana
modifications.
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<PAGE>
Other applicable state taxes include generally applicable sales and use taxes
plus real and personal property taxes.
PROPERTY
At December 31, 1999, we had 13 full service offices. We own the office building
in which our home office and executive offices are located. At December 31,
1999, we owned all but one of our other branch offices. The net book value of
our investment in premises, equipment and leaseholds, excluding computer
equipment, was approximately $6.7 million at December 31, 1999. We will open a
fourteenth office in the last quarter of 2000.
We utilize a third party service provider to maintain our database of depositor
and borrower customer information. At December 31, 1999, the net book value of
the data processing and computer equipment utilized by us was $1.1 million.
LEGAL PROCEEDINGS
From time to time we are involved as plaintiff or defendant in various legal
actions arising in the normal course of business. We do not anticipate incurring
any material liability as a result of such litigation.
MARION CAPITAL MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The principal business of thrift institutions, including the First Federal
Savings Bank of Marion, has historically consisted of attracting deposits from
the general public and making loans secured by residential and commercial real
estate. First Federal and all other savings associations are significantly
affected by prevailing economic conditions, as well as government policies and
regulations concerning, among other things, monetary and fiscal affairs, housing
and financial institutions. Deposit flows are influenced by a number of factors,
including interest rates paid on competing investments, account maturities and
level of personal income and savings. In addition, deposit growth is affected by
how customers perceive the stability of the financial services industry amid
various current events such as regulatory changes, failures of other financial
institutions and financing of the deposit insurance fund. Lending activities are
influenced by the demand for and supply of housing lenders, the availability and
cost of funds and various other items. Sources of funds for lending activities
include deposits, payments on loans, proceeds from sale of loans, borrowings,
and funds provided from operations. Marion Capital's earnings are primarily
dependent upon net interest income, the difference between interest income and
interest expense.
Interest income is a function of the balances of loans and investments
outstanding during a given period and the yield earned on such loans and
investments. Interest expense is a function of the amounts of deposits and
borrowings outstanding during the same period and rates paid on such deposits
and borrowings. Marion Capital's earnings are also affected by provisions for
loan and real estate losses, service charges, income from subsidiary activities,
operating expenses and income taxes.
105
<PAGE>
AVERAGE BALANCES AND INTEREST
The following table presents for the periods indicated the monthly average
balances of each category of Marion Capital'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,
respectively, for the periods presented. Management believes that the use of
month-end average balances instead of daily average balances has not caused any
material difference in the information presented.
<TABLE>
<CAPTION>
Year Ended June 30,
-----------------------------------------------------------------------
2000 1999
----------------------------------------------------------------------
Average Average
Average Yield/ Average Yield/
Balance Interest Cost Balance Interest Cost
---------- ------------- -------- ------------ ----------- -------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C> <C>
Interest-earning deposits $ 4,680 $ 235 5.0% $ 4,458 $ 211 4.73%
Investment securities 2,981 189 6.34 3,690 230 6.23
Loans (1) 168,027 14,160 8.43 168,542 14,448 8.57
Stock in FHLB of Indianapolis 1,399 112 8.01 1,141 92 8.06
-------- -------- -------- --------
Total interest-earning assets 177,087 14,696 8.30 177,831 14,981 8.42
Cash value of life insurance 8,203 --- 5,708 ---
Other non-interest earning assets 11,279 --- 12,196 ---
-------- -------- -------- --------
Total assets $196,569 14,696 $195,735 14,981
======== -------- ======== --------
Liabilities and shareholders' equity:
Interest-bearing liabilities:
Savings accounts $ 13,368 297 2.22 $ 15,663 402 2.57
NOW and money market accounts 25,278 693 2.74 26,232 768 2.93
Certificates of deposit 94,675 5,326 5.63 96,005 5,567 5.80
-------- -------- -------- --------
Total deposits 133,321 6,316 4.74 137,900 6,737 4.89
FHLB borrowings 23,313 1,457 6.25 15,132 919 6.07
-------- -------- -------- --------
Total interest-bearing liabilities 156,634 7,773 4.96 153,032 7,656 5.00
Other liabilities 8,233 --- 8,187 ---
-------- -------- -------- --------
Total liabilities 164,867 7,773 161,219 ---
Shareholders' equity 31,702 --- 34,516 ---
-------- -------- -------- --------
Total liabilities and shareholders'
equity $196,569 7,773 $195,735 7,656
======== -------- ======== --------
Net interest-earning assets $ 20,453 $ 24,799
Net interest income $ 6,923 $ 7,325
======== ========
Interest rate spread (2) 3.34 3.42
Net yield on weighted average
interest-earning assets (3) 3.91 4.12
Average interest-earning assets to average
interest-bearing liabilities 113.06% 116.21%
======= ========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Year Ended June 30,
1998
----------------------------------------
Average
Average Yield/
Balance Interest Cost
---------- ---------- --------
(Dollars in Thousands)
<S> <C> <C> <C>
Interest-earning deposits $ 4,020 $ 287 7.14%
Investment securities 5,739 333 5.80
Loans (1) 158,212 13,627 8.61
Stock in FHLB of Indianapolis 1,067 86 8.06
-------- ---------
Total interest-earning assets 169,038 14,333 8.48
Cash value of life insurance 5,616 ---
Other non-interest earning assets 11,641 ---
-------- ---------
Total assets $186,295 14,333
======== ---------
Liabilities and shareholders' equity:
Interest-bearing liabilities:
Savings accounts $ 15,983 447 2.80
NOW and money market accounts 25,071 830 3.31
Certificates of deposit 86,867 5,164 5.94
-------- ---------
Total deposits 127,921 6,441 5.04
FHLB borrowings 10,840 652 6.01
-------- ---------
Total interest-bearing liabilities 138,761 7,093 5.11
Other liabilities 8,409 ---
-------- ---------
Total liabilities 147,170 ---
Shareholders' equity 39,125 ---
-------- ---------
Total liabilities and shareholders'
equity $186,295 7,093
======== ---------
Net interest-earning assets $ 30,277
Net interest income $ 7,240
=========
Interest rate spread (2) 3.37
Net yield on weighted average
interest-earning assets (3) 4.28
Average interest-earning assets to average
interest-bearing liabilities 121.82%
========
-------------------
<FN>
(1) Average balances include loans held for sale and non-accrual loans.
(2) Interest rate spread is calculated by subtracting combined weighted average
interest rate cost from combined weighted average interest rate earned for
the period indicated. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations -- Interest Rate Spread."
(3) The net yield on weighted average interest-earning assets is calculated by
dividing net interest income by weighted average interest-earning assets
for the period indicated.
</FN>
</TABLE>
106
<PAGE>
INTEREST RATE SPREAD
The following table sets forth the weighted average effective interest rate
earned by Marion Capital on its loan and investment portfolios, the weighted
average effective cost of Marion Capital's deposits, the interest rate spread of
Marion Capital, and the net yield on weighted average interest-earning assets
for the period and as of the date shown. Average balances are based on month-end
average balances.
<TABLE>
<CAPTION>
At Year Ended June 30,
June 30, --------------------------------------------
2000 2000 1999 1998
-------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Weighted average interest rate earned on:
Interest-earning deposits 6.11% 5.02 4.73% 7.14%
Investment securities 6.62 6.34 6.23 5.80
Loans(1) 8.57 8.43 8.57 8.61
Stock in FHLB of Indianapolis 8.00 8.01 8.06 8.06
Total interest-earning assets 8.48 8.30 8.42 8.48
Weighted average interest rate cost of:
Savings accounts 2.25 2.22 2.57 2.80
NOW and money market accounts 2.84 2.74 2.93 3.31
Certificates of deposit 5.90 5.63 5.80 5.94
FHLB borrowings 6.42 6.25 6.07 6.01
Other borrowings --- --- --- ---
Total interest-bearing liabilities 5.24 4.96 5.00 5.11
Interest rate spread(2) 3.24 3.34 3.42 3.37
Net yield on weighted average interest-earning
assets(3) .. 3.91 4.12 4.28
----------------
<FN>
(1) Average balances include loans held for sale and non-accrual loans.
(2) Interest rate spread is calculated by subtracting combined weighted average
interest rate cost from combined weighted average interest rate earned for
the period indicated. Interest rate spread figures must be considered in
light of the relationship between the amounts of interest-earning assets
and interest-bearing liabilities. Since Marion Capital's interest-earning
assets exceeded its interest-bearing liabilities for each of the three
years shown above, a positive interest rate spread resulted in net interest
income.
(3) The net yield on weighted average interest-earning assets is calculated by
dividing net interest income by weighted average interest-earning assets
for the period indicated. No net yield figure is presented at June 30,
2000, because the computation of net yield is applicable only over a period
rather than at a specific date.
</FN>
</TABLE>
107
<PAGE>
The following table describes the extent to which changes in interest rates and
changes in volume of interest-related assets and liabilities have affected
Marion Capital's interest income and expense during the periods indicated. For
each category of interest-earning asset and interest-bearing liability,
information is provided on changes attributable to (1) changes in rate (changes
in rate multiplied by old volume) and (2) changes in volume (changes in volume
multiplied by old rate). Changes attributable to both rate and volume that
cannot be segregated have been allocated proportionally to the change due to
volume and the change due to rate.
<TABLE>
<CAPTION>
Increase (Decrease) in Net Interest Income
------------------------------------------
Total
Net Due to Due to
Change Rate Volume
---------- ---------- ----------
(Dollars in Thousands)
<S> <C> <C> <C>
Year ended June 30, 2000
compared to year ended
June 30, 1999
Interest-earning assets:
Interest-earning deposits $ 24 $ 13 $ 11
Investment securities (41) 4 (45)
Loans (288) (244) (44)
Stock in FHLB of Indianapolis 20 (1) 21
------ ------ ------
Total (285) (228) (57)
------ ------ ------
Interest-bearing liabilities:
Savings accounts (105) (50) (55)
NOW and money market accounts (75) (48) (27)
Certificates of deposit (241) (165) (76)
FHLB advances 538 27 511
------ ------ ------
Total 117 (236) 353
------ ------ ------
Change in net interest income $ (402) $ 8 $ (410)
====== ====== ======
Year ended June 30, 1999
compared to year
ended June 30, 1998
Interest-earning assets:
Interest-earning deposits $ (76) $ (105) $ 29
Investment securities (103) 23 (126)
Loans 821 (65) 886
Stock in FHLB of Indianapolis 6 --- 6
------ ------ ------
Total 648 (147) 795
------ ------ ------
Interest-bearing liabilities:
Savings accounts (45) (36) (9)
NOW and money market accounts (62) (99) 37
Certificates of deposit 403 (129) 532
FHLB advances 267 6 261
Total 563 (258) 821
------ ------ ------
Change in net interest income $ 85 $ 111 $ (26)
====== ====== ======
</TABLE>
CHANGES IN FINANCIAL POSITION AND RESULTS OF OPERATIONS FOR YEAR ENDED JUNE 30,
2000, COMPARED TO JUNE 30, 1999
GENERAL. Marion Capital's total assets were $198.9 million at June 30, 2000, an
increase of $1.8 million or 0.9% from June 30, 1999. Cash and cash equivalents
and investment securities decreased $2.4 million, or 19.8%. Net loans, including
loans held for sale, decreased $1.1 million, or 0.7%, as principal repayments
exceeded originations.
108
<PAGE>
Certain loans originated during the year were sold to other investors. All such
loan sales were consummated at the time of origination of the loan, and at June
30, 2000, no loans were held for sale pending settlement. At June 30, 2000, cash
value of life insurance increased by $5.5 million primarily as the result of
purchasing life insurance on key directors and a key employee in connection with
new supplemental retirement agreements. Effective February 1, 2000, these
agreements were designed to provide benefits at retirement age as set forth in
the agreements. During 2000, average interest-earning assets decreased $0.7
million, or 0.4%, while average interest-bearing liabilities increased $3.6
million, or 2.4%, compared to June 30, 1999. The average balance of cash value
of life insurance for 2000 increased to $8.2 million from $5.7 million for 1999.
Deposits decreased $11.4 million, to $130.7 million, or 8.0%, at June 30, 2000,
from the amount at June 30, 1999. Approximately $9.0 million of deposits were
sold to another financial institution as of September 3, 1999, as part of the
Decatur Branch sale. To fund assets and with the decrease in deposits, Federal
Home Loan Bank advances increased from $15.5 million to June 30, 1999, to $29.0
million at June 30, 2000.
Marion Capital's net income for the year ended June 30, 2000 was $2.5 million,
an increase of $340,000, or 16.0% from the results for the year ended June 30,
1999. This increase in net income resulted substantially from a decreased
effective tax rate from 36% to 11%. This decrease in the effective tax rate was
primarily the result of the commencement of federal income tax credits generated
from an investment in a limited partnership and the receipt of non-taxable death
benefit proceeds of $767,000. Net interest income decreased $402,000, or 5.5%
from the previous year. The provision for losses on loans was $495,000 for 2000
compared to $227,000 for 1999. Other income increased by $424,000 for 2000 over
1999.
INTEREST INCOME. Marion Capital's total interest income for the year ended June
30, 2000 was $14.7 million, which was a 1.9% decrease, or $285,000, from
interest income for the year ended June 30, 1999. This decrease was a result of
volume and rate decreases in interest-earning assets.
INTEREST EXPENSE. Total interest expense for the year ended June 30, 2000, was
$7.8 million, which was an increase of $117,000, or 1.5% from interest expense
for the year ended June 30, 1999. This increase resulted principally from an
increase in interest-bearing liabilities while average interest costs declined
from 5.00% to 4.96%.
PROVISION FOR LOSSES ON LOANS. The provision for the year ended June 30, 2000,
was $495,000, compared to $227,000 in 1999. The 2000 net chargeoffs totaled
$484,000, compared to the prior year net chargeoffs of $42,000. Chargeoffs for
2000 include $327,000 for a partial loan chargeoff attributable to one borrower
involving loans secured by commercial real estate. The ratio of the allowance
for loan losses to total loans increased from 1.35% at June 30, 1999, to 1.36%
at June 30, 2000. The ratio of allowance for loan losses to nonperforming loans
increased from 68.24% at June 30, 1999, to 121.14% at June 30, 2000, as a result
of a decrease in nonperforming loans. The 2000 provision and resulting level of
the allowance for loan losses was determined, as for any period, based on the
evaluation of nonperforming loans and other classified or problem loans, changes
in the composition of the loan portfolio with allowance allocations made by loan
type, past loss experience, the amount of loans outstanding and current economic
conditions.
The allowance for loan losses is computed by assigning a percentage of loans
outstanding to each category of loans held in the portfolio. All categories of
loans, including multi-family, commercial real estate and other commercial, and
consumer loans, are assigned a higher percentage than single-family loans based
on greater risk factors inherent in these types of loans. In addition to
maintaining the allowance as a percentage of the outstanding loans in portfolio,
additional reserves are provided for nonperforming loans and other classified
loans based on management's assessment of impairment, if any. Individual loans
are specifically analyzed to determine an estimate of loss, and those specific
allocations are then included as part of the loan loss allowance. Historically,
Marion Capital has been able to minimize its losses on loans in relation to the
allowance and loans outstanding. Management considers the allowance to be
adequate and will continue to monitor the allowance for loan losses at least on
a quarterly basis and adjust the provision accordingly to maintain the allowance
for loan losses at the prescribed level.
OTHER INCOME. Marion Capital's other income for the year ended June 30, 2000,
totaled $1,231,000, compared to $789,000 for 1999, an increase of $442,000. This
increase was due primarily to receipt of death benefit proceeds
109
<PAGE>
resulting in additional income of $767,000, the gain on sale of the Decatur
Branch of $232,000, and an increase in annuity and other commissions of $43,000,
which were partially offset by an increase in operating and impairment losses
from limited partnership investments. Losses from limited partnerships increased
as operations commenced on a new low-income housing tax credit project. This new
project is performing in accordance with the original pro forma statements.
OTHER EXPENSES. Marion Capital's other expenses for the year ended June 30,
2000, totaled $4.9 million, an increase of $305,000, or 6.7%, from the year
ended June 30, 1999. Salaries and employee benefits expense increased $96,000 or
3.6% from the previous year. Operations for 2000 included $120,000 in merger
related expenses from preliminary professional services rendered in connection
with the strategic alliance with MUTUALFIRST Financial, Inc. scheduled to be
completed by calendar year end.
INCOME TAX EXPENSE. Income tax expense for the year ended June 30, 2000, totaled
$291,000, a decrease of $891,000 from the expense recorded in 1999, as
low-income housing credits increased for 2000 compared to 1999. Low-income
housing tax credits totaled $455,000 and $11,000 for the years ended June 30,
2000, and 1999, respectively.
CHANGES IN FINANCIAL POSITION AND RESULTS OF AOPERATIONS FOR YEAR ENDED JUNE 30,
1999, COMPARED TO JUNE 30, 1998
GENERAL. Marion Capital's total assets were $197.1 million at June 30, 1999, an
increase of $3.1 million or 1.6% from June 30, 1998. During 1999, average
interest-earning assets increased $8.8 million, or 5.2%, while average
interest-bearing liabilities increased $14.3 million or 10.3%, compared to June
30, 1998. Cash and cash equivalents and investment securities increased $1.7
million, or 16.5%, primarily as a result of a slower growth in the loan
portfolio. Net loans, including loans held for sale, increased $1.6 million, or
1.0%, primarily from originations of non-mortgage loans. Certain loans
originated during the year were sold to other investors. All such loans were
consummated at the time of origination of the loan, and at June 30, 1999,
$327,000 of loans were held for sale pending settlement. There were $877,000 of
loans in the portfolio held for sale at June 30, 1998. Deposits increased $7.7
million, to $142.1 million, or 5.7%, at June 30, 1999 from the amount reported
last year.
Marion Capital's net income for the year ended June 30, 1999 was $2.1 million, a
decrease of $200,000, or 8.6% from the results for the year ended June 30, 1998.
This decrease in net income resulted substantially from an increased effective
tax rate from 27% to 36%. This increase in the effective tax rate was the result
of the expiration of federal income tax credits generated from an investment in
a limited partnership. These credits will resume in the upcoming year from
another limited partnership investment. Net interest income increased $85,000,
or 1.2% from the previous year. The provision for losses on loans was $227,000
for 1999 compared to $59,000 for 1998. Other income increased by $385,000 for
1999 over 1998.
INTEREST INCOME. Marion Capital's total interest income for the year ended June
30, 1999 was $15.0 million, which was a 4.5% increase or $648,000, from interest
income for the year ended June 30, 1998. A net volume increase in
interest-earning assets accounts for this increase offset partially by rate
decreases.
INTEREST EXPENSE. Total interest expense for the year ended June 30, 1999, was
$7.7 million, which was an increase of $563,000, or 7.9% from interest expense
for the year ended June 30, 1998. This increase resulted principally from an
increase in interest-bearing liabilities while average interest costs declined
from 5.11% to 5.00%.
PROVISION FOR LOSSES ON LOANS. The provision for the year ended June 30, 1999,
was $227,000, compared to $59,000 in 1998. The 1999 chargeoffs totaled $42,000,
compared to the prior year net chargeoffs of $4,000. The ratio of the allowance
for loan losses to total loans increased from 1.25% at June 30, 1998, to 1.35%
at June 30, 1999. The ratio of allowance for loan losses to nonperforming loans
decreased from 107.71% at June 30, 1998, to 68.24% at June 30, 1999 as a result
of an increase in nonperforming loans, which were considered by management in
increasing the 1999 provision and year end allowance. The 1999 provision and
resulting level of the allowance for loan losses was determined, as for any
period, based on the evaluation of nonperforming loans and other classified
loans, changes in the composition of the loan portfolio with allowance
allocations made by loan type, past loss experience, the amount of loans
outstanding and current economic conditions.
110
<PAGE>
The allowance for loan losses is computed by assigning an estimated loss
percentage to loans outstanding in each category of loans held in the portfolio.
All categories of loans, including multi-family, commercial real estate and
other commercial, and consumer loans, are assigned a higher percentage than
single-family loans based on greater risk factors inherent in these types of
loans. In addition to maintaining the allowance as a percentage of the
outstanding loans in the portfolio, additional reserves are provided for
nonperforming loans and other classified loans based on management's assessment
of impairment, if any. Individual loans are specifically analyzed to determine
an estimate of loss, and those specific allocations are then included as part of
the loan loss allowance. Historically, Marion Capital has been able to minimize
its losses on loans in relation to the allowance and loans outstanding.
Management considers the allowance to be adequate and will continue to monitor
the allowance for loan losses at least on a quarterly basis and adjust the
provision accordingly to maintain the allowance for loan losses at the
prescribed level.
OTHER INCOME. Marion Capital's other income for the year ended June 30, 1999,
totaled $789,000, compared to $404,000 for 1998, an increase of $385,000. This
increase was due primarily to increased service charge income of $113,000 from
changes in fee structure, increased gains on loan sales of $61,000 and increased
income on life insurance maintained by Marion Capital of $96,000.
OTHER EXPENSES. Marion Capital's other expenses for the year ended June 30,
1999, totaled $4.6 million, an increase of $178,000, or 4.1%, from the year
ended June 30, 1998. Salaries and employee benefits expense increased $130,000
or 5.1% from the previous year. Operations for 1998 included $190,000 in
foreclosed real estate expenses from operating a nursing home acquired as a
result of a deed in lieu of foreclosure. Occupancy expense, equipment expense
and data processing expense also increased as a result of Marion Capital adding
the two new local locations and adding new technology and expanded product
delivery systems.
INCOME TAX EXPENSE. Income tax expense for the year ended June 30, 1999, totaled
$1,183,000, an increase of $324,000 over the expense recorded in1998 as low
income housing credits decreased for 1999 compared to 1998. Low-income housing
tax credits totaled $11,000 and $338,000 for the years ended June 30, 1999,
and1998 respectively.
LIQUIDITY AND CAPITAL RESOURCES
Marion Capital's primary source of funds is its deposits. To a lesser extent,
Marion Capital has also relied upon loan payments and payoffs and Federal Home
Loan Bank ("FHLB") advances as sources of funds. Scheduled loan payments are a
relatively stable source of funds, but loan payoffs and deposit flows can
fluctuate significantly, being influenced by interest rates, general economic
conditions and competition. First Federal attempts to price its deposits to meet
its asset/liability management objectives consistent with local market
conditions. First Federal's access to FHLB advances is limited to approximately
62% of First Federal's available collateral. At June 30, 2000, such available
collateral totaled $99.8 million. Based on existing FHLB lending policies,
Marion Capital could have obtained approximately $29.1 million in additional
advances.
First Federal's deposits have remained relatively stable, with balances between
$143 and $130 million, for the three years in the period ended June 30, 2000.
The percentage of IRA deposits to total deposits has decreased from 24.4% ($29.7
million) at June 30, 1997, to 22.0% ($28.9 million) at June 30, 2000. During the
same period, deposits in withdrawable accounts have decreased from 30.3% ($36.9
million) of total deposits at June 30, 1997, to 29.0% ($37.9 million) at June
30, 2000. This change in deposit composition has not had a significant effect on
First Federal's liquidity. The impact on results of operations from this change
in deposit composition has been a reduction in interest expense on deposits due
to a decrease in the average cost of funds. It is estimated that yields and net
interest margin would increase in periods of rising interest rates since
short-term assets reprice more rapidly than short-term liabilities. In periods
of falling interest rates, little change in yields or net interest margin is
expected since First Federal has interest rate minimums on a significant portion
of its interest-earning assets.
Federal regulations require First Federal to maintain minimum levels of liquid
assets (cash, certain time deposits, bankers' acceptances, specified United
States Government, state or federal agency obligations, shares of mutual funds
and certain corporate debt securities and commercial paper) equal to an amount
not less than a specified percentage of its net withdrawable deposit accounts
plus short-term borrowings. This liquidity requirement may be
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<PAGE>
changed from time to time by the OTS to an amount within the range of 4% to 10%
depending upon economic conditions and savings flows of member institutions. The
OTS recently lowered the level of liquid assets that must be held by a savings
association from 5% to 4% of the association's net withdrawable accounts plus
short-term borrowings based upon the average daily balance of such liquid assets
for each quarter of the association's fiscal year. First Federal has
historically maintained its liquidity ratio at a level in excess of that
required. At June 30, 2000, First Federal's liquidity ratio was 8.5% and has
averaged 8.6% over the past three years.
Liquidity management is both a daily and long-term responsibility of management.
First Federal adjusts liquid assets based upon management's assessment of (i)
expected loan demand, (ii) projected loan sales, (iii) expected deposit flows,
(iv) yields available on interest-bearing deposits, and (v) the objectives of
its asset/liability management program. Excess liquidity is invested generally
in federal funds and mutual funds investing in government obligations and
adjustable-rate or short-term mortgage-related securities. If First Federal
requires funds beyond its ability to generate them internally, it has additional
borrowing capacity with the FHLB of Indianapolis and collateral eligible for
repurchase agreements.
Cash flows for Marion Capital are of three major types. Cash flow from operating
activities consists primarily of net income. Investing activities generate cash
flows through the origination and principal collections on loans as well as the
purchases and maturities of investments. The Gas City branch acquisition
generated $11.9 million in cash flows for 1998. Cash flows from financing
activities include savings deposits, withdrawals and maturities and changes in
borrowings. The following table summarizes cash flows for each of the three
years in the period ended June 30, 2000:
<TABLE>
<CAPTION>
Year Ended June 30,
----------------------------------------------
2000 1999 1998
------------ ------------ ------------
(Dollars in Thousands)
<S> <C> <C> <C>
Operating activities $ 2,645 $ 3,069 $ 1,436
------- -------- --------
Investing activities:
Investment purchases (1,928) --- (737)
Investment maturities 2,000 2,003 2,844
Net change in loans 261 (2,164) (15,375)
Cash received in branch acquisition --- --- 11,873
Premiums paid on life insurance (5,950) --- ---
Proceeds from life insurance 1,420 --- 554
Cash disbursed in branch sale (8,593) --- ---
Other investing activities (336) (297) (420)
------- -------- --------
(13,126) (458) (1,261)
------- --------- --------
Financing activities:
Deposit increases (decreases) (2,473) 7,672 (220)
Borrowings 20,200 4,267 10,656
Payments on borrowings (7,140) (2,811) (5,201)
Repurchase of common stock (1,308) (6,891) (2,707)
Dividends paid (1,211) (1,346) (1,557)
Other financing activities 106 216 366
------- -------- --------
8,174 1,107 1,337
------- -------- --------
Net change in cash and cash equivalents $(2,307) $ 3,718 $ 1,512
======= ======== ========
</TABLE>
Loan sales during the periods are predominantly from the origination of
commercial real estate loans where the principal balance in excess of Marion
Capital's retained amount is sold to a participating financial institution.
These investors are obtained prior to the origination of the loan and the sale
of participating interests does not result in any gain or loss to Marion
Capital. One-to-four residential mortgage loans are also originated and sold in
the secondary market. Marion Capital considers its liquidity and capital
resources to be adequate to meet its foreseeable short and long-term needs.
Marion Capital anticipates that it will have sufficient funds available to meet
current loan commitments and to fund or refinance, on a timely basis, its other
material commitments and long-term liabilities. At June 30,
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<PAGE>
2000, Marion Capital had outstanding commitments to originate mortgage loans of
$1.6 million. In addition, Marion Capital had consumer and commercial loan
commitments of $6.8 million. Certificates of deposit scheduled to mature in one
year or less at June 30, 2000, totaled $39.7 million. Based upon historical
deposit flow data, Marion Capital's competitive pricing in its market and
management's experience, management believes that a significant portion of such
deposits will remain with Marion Capital. At June 30, 2000, Marion Capital had
$15.9 million of FHLB advances which mature in one year or less. Since First
Federal's conversion in March 1993, Marion Capital has paid quarterly dividends
in each quarter, amounting to $.125 for each of the first four quarters, $.15
per share for each of the second four quarters, $.18 per share for each of the
third four quarters, $.20 per share for each of the fourth four quarters, and
$.22 in each quarter thereafter through June 30, 2000.
During the year ended June 30, 2000, Marion Capital repurchased 70,700 shares of
common stock in the open market at an average cost of $18.51, or 81% of average
book value. This repurchase amounted to 5% of the outstanding stock. During the
year ended June 30, 1999, Marion Capital repurchased 292,550 shares of common
stock in the open market at an average cost of $23.55, or approximately 106% of
average book value. This repurchase amounted to 17.2% of the outstanding stock.
During the year ended June 30, 1998, Marion Capital repurchased 96,979 shares of
common stock in the open market at an average cost of $27.91, or approximately
126.4% of average book value. This repurchase amounted to 5.5% of the
outstanding stock. These open-market purchases are intended to enhance the book
value per share and enhance potential for growth in earnings per share. During
the past five years, Marion Capital has reduced its capital ratio from 24.24% at
June 30, 1995, to 15.98% at June 30, 2000. At the same time, the liquidity ratio
has been reduced from 18.2% at June 30, 1995, to 8.5% at June 30, 2000. Although
these repurchases have reduced the liquidity ratios, Marion Capital still
maintains an adequate level of liquid assets averaging 8.6% over the past three
years in view of current OTS requirements of 5%. By completing these repurchase
programs, Marion Capital has been able to reduce its excess liquidity position
and also its excess capital position to become better leveraged. Prior to each
repurchase program that is initiated by the Board of Directors, a thorough
evaluation analysis is performed to determine that the cash repurchase program
would not adversely affect the liquidity demands that may arise in the normal
operation of Marion Capital.
First Federal has entered into agreements with certain officers and directors
which provide that, upon their death, their beneficiaries will be entitled to
receive certain benefits. These benefits are to be funded primarily by the
proceeds of insurance policies owned by First Federal on the lives of the
officers and directors. If the insurance companies issuing the policies are not
able to perform under the contracts at the dates of death of the officers or
directors, there would be an adverse effect on Marion Capital's operating
results, financial condition and liquidity. Under currently effective capital
regulations, savings associations currently must meet a 4.0% core capital
requirement and a total risk-based capital to risk-weighted assets ratio of
8.0%. At June 30, 2000, First Federal's core capital ratio was 14.2% and its
total risk-based capital to risk-weighted assets ratio was 20.4%. Therefore,
First Federal's capital significantly exceeds all of the capital requirements
currently in effect.
IMPACT OF INFLATION
The audited consolidated financial statements presented herein have been
prepared in accordance with generally accepted accounting principles. These
principles require the measurement of financial position and operating results
in terms of historical dollars, without considering changes in the relative
purchasing power of money over time due to inflation.
The primary assets and liabilities of savings institutions such as First Federal
are monetary in nature. As a result, interest rates have a more significant
impact on First Federal's performance than the effects of general levels of
inflation. Interest rates, however, do not necessarily move in the same
direction or with the same magnitude as the price of goods and services, since
such prices are affected by inflation. In a period of rapidly rising interest
rates, the liquidity and maturity structures of First Federal's assets and
liabilities are critical to the maintenance of acceptable performance levels.
The principal effect of inflation, as distinct from levels of interest rates, on
earnings is in the area of other expense. Such expense items as employee
compensation, employee benefits, and occupancy and equipment costs may be
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<PAGE>
subject to increases as a result of inflation. An additional effect of inflation
is the possible increase in the dollar value of the collateral securing loans
made by First Federal.
NEW ACCOUNTING PRONOUNCEMENTS
Accounting for Derivative Instruments and Hedging Activities. Statement of
Financial Accounting Standards ("SFAS") No. 133 requires companies to record
derivatives on the balance sheet at their fair value. SFAS No. 133 also
acknowledges that the method of recording a gain or loss depends on the use of
the derivative. If certain conditions are met, a derivative may be specifically
designated as (a) a hedge of the exposure to changes in the fair value of a
recognized asset or liability or an unrecognized firm commitment, (b) a hedge of
the exposure to variable cash flows of a forecasted transaction, or (c) a hedge
of the foreign currency exposure of a net investment in a foreign operation, an
unrecognized firm commitment, an available-for-sale security, or a
foreign-currency- denominated forecasted transaction.
o For a derivative designated as hedging the exposure to changes in the
fair value of a recognized asset or liability or a firm commitment
(referred to as a fair value hedge), the gain or loss is recognized in
earnings in the period of change together with the offsetting loss or
gain on the hedged item attributable to the risk being hedged. The
effect of that accounting is to reflect in earnings the extent to
which the hedge is not effective in achieving offsetting changes in
fair value.
o For a derivative designated as hedging the exposure to variable cash
flows of a forecasted transaction (referred to as a cash flow hedge),
the effective portion of the derivative's gain or loss is initially
reported as a component of other comprehensive income (outside
earnings) and subsequently reclassified into earnings when the
forecasted transaction affects earnings. The ineffective portion of
the gain or loss is reported in earnings immediately.
o For a derivative designated as hedging the foreign currency exposure
of a net investment in a foreign operation, the gain or loss is
reported in other comprehensive income (outside earnings) as part of
the cumulative translation adjustment. The accounting for a fair value
hedge described above applies to a derivative designated as a hedge of
the foreign currency exposure of an unrecognized firm commitment or an
available-for-sale security. Similarly, the accounting for a cash flow
hedge described above applies to a derivative designated as a hedge of
the foreign currency exposure of a foreign-currency-denominated
forecasted transaction.
o For a derivative not designated as a hedging instrument, the gain or
loss is recognized in earnings in the period of change.
The new Statement applies to all entities. If hedge accounting is elected by the
entity, the method of assessing the effectiveness of the hedging derivative and
the measurement approach of determining the hedge's ineffectiveness must be
established at the inception of the hedge.
SFAS No. 133 amends SFAS No. 52 and supercedes SFAS Nos. 80, 105, and 119. SFAS
No. 107 is amended to include the disclosure provisions about the concentrations
of credit risk from SFAS No. 105. Several Emerging Issues Task Force consensuses
are also changed or nullified by the provisions of SFAS No. 133.
SFAS No. 133 was to be effective for all fiscal years beginning after June 15,
1999. The implementation date was deferred, and SFAS No. 133 will now be
effective for all fiscal quarters of all fiscal years beginning after June 15,
2000.
ASSET/LIABILITY MANAGEMENT
First Federal Savings Bank of Marion is subject to interest rate risk to the
degree that its interest-bearing liabilities, primarily deposits with short- and
medium-term maturities, mature or reprice at different rates than its
interest-earning assets. Although having liabilities that mature or reprice less
frequently on average than assets will be beneficial in times of rising interest
rates, such an asset/liability structure will result in lower net income during
periods of declining interest rates, unless offset by other factors.
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<PAGE>
First Federal Savings Bank of Marion protects against problems arising in a
falling interest rate environment by requiring interest rate minimums on its
residential and commercial real estate adjustable-rate mortgages and against
problems arising in a rising interest rate environment by having in excess of
85% of its mortgage loans with adjustable rate features. Management believes
that these minimums, which establish floors below which the loan interest rate
cannot decline, will continue to reduce its interest rate vulnerability in a
declining interest rate environment. For the loans which do not adjust because
of the interest rate minimums, there is an increased risk of prepayment.
First Federal Savings Bank of Marion believes it is critical to manage the
relationship between interest rates and the effect on its net portfolio value
("NPV"). This approach calculates the difference between the present value of
expected cash flows from assets and the present value of expected cash flows
from liabilities, as well as cash flows from off-balance sheet contracts. First
Federal Savings Bank of Marion manages assets and liabilities within the context
of the marketplace, regulatory limitations and within its limits on the amount
of change in NPV which is acceptable given certain interest rate changes.
The OTS issued a regulation, which uses a net market value methodology to
measure the interest rate risk exposure of savings associations. Under this OTS
regulation, an institution's "normal" level of interest rate risk in the event
of an assumed change in interest related is a decrease in the institution's NPV
in an amount not exceeding 2% of the present value of its assets. Savings
associations with over $300 million in assets or less than a 12% risk-based
capital ratio are required to file OTS Schedule CMR. Data from Schedule CMR is
used by the OTS to calculate changes in NPV (and the related "normal" level of
interest rate risk) based upon certain interest rate changes (discussed below).
Associations which do not meet either of the filing requirements are not
required to file OTS Schedule CMR, but may do so voluntarily. As First Federal
Savings Bank of Marion does not meet either of these requirements, it is not
required to file Schedule CMR, although it does so voluntarily. Under the
regulation, associations which must file are required to take a deduction (the
interest rate risk capital component) from their total capital available to
calculate their risk-based capital requirement if their interest rate exposure
is greater than "normal." The amount of that deduction is one-half of the
difference between (a) the institution's actual calculated exposure to a 200
basis point interest rate increase or decrease (whichever results in the greater
pro forma decrease in NPV) and (b) its "normal" level of exposure which is 2% of
the present value of its assets.
Presented below, as of June 30, 2000 and 1999, is an analysis performed by the
OTS of First Federal Savings Bank of Marion's interest rate risk as measured by
changes in NPV for instantaneous and sustained parallel shifts in the yield
curve, in 100 basis point increments, up and down 300 basis points. At June 30,
2000 and 1999, 2% of the present value of First Federal Savings Bank of Marion's
assets were approximately $3.9 million and $3.9 million. Because the interest
rate risk of a 200 basis point decrease in market rates (which was greater than
the interest rate risk of a 200 basis point increase) was $1.2 million at June
30, 2000 and $1.8 million at June 30, 1999, First Federal Savings Bank of Marion
would not have been required to make a deduction from its total capital
available to calculate its risk based capital requirement if it had been subject
to the OTS's reporting requirements under this methodology.
<TABLE>
<CAPTION>
Interest Rate Risk As of June 30, 2000
Change Net Portfolio Value NPV as % of Present Value of Assets
---------------------------------------------------- ---------------------------------------------------
In Rates $ Amount $ Change % Change NPV Ratio Change
---------------- ---------------- ---------------- ---------------- ----------------- --------------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C>
+300 bp* $30,465 $(1,736) (5)% 16.33% (27) bp
+200 bp 31,504 (697) (2) 16.63 3 bp
+100 bp 32,134 (67) 0 16.74 14 bp
0 bp 32,201 16.60
-100 bp 31,771 (429) (1) 16.24 (36) bp
-200 bp 30,993 (1,207) (4) 15.73 (86) bp
-300 bp 30,499 (1,702) (5) 15.35 (125) bp
</TABLE>
115
<PAGE>
<TABLE>
<CAPTION>
Interest Rate Risk As of June 30, 1999
Change Net Portfolio Value NPV as % of Present Value of Assets
---------------------------------------------------- ---------------------------------------------------
In Rates $ Amount $ Change % Change NPV Ratio Change
---------------- ---------------- ---------------- ---------------- ----------------- --------------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C>
+300 bp $32,838 $(978) (3)% 17.33% 0 bp
+200 bp 33,941 125 0 17.67 34 bp
+100 bp 34,304 487 1 17.68 35 bp
0 bp 33,816 17.33
-100 bp 32,838 (978) (3) 16.76 (56) bp
-200 bp 32,053 (1,763) (5) 16.28 (105) bp
-300 bp 31,762 (2,054) (6) 16.01 (132) bp
</TABLE>
* Basis points.
As with any method of measuring interest rate risk, certain shortcomings are
inherent in the methods of analysis presented above. For example, although
certain assets and liabilities may have similar maturities or periods to
repricing, they may react in different degrees to changes in market interest
rates. Also, the interest rates on certain types of assets and liabilities may
fluctuate in advance of changes in market interest rates, while interest rates
on other types may lag behind changes in market rates. Additionally, certain
assets, such as adjustable rate loans, have features which restrict changes in
interest rates on a short-term basis and over the life of the asset. Most of
First Federal Savings Bank of Marion's adjustable-rate loans have interest rate
minimums of at least 6.25% for residential loans and 8.25% for commercial real
estate loans. Currently, originations of residential adjustable-rate mortgages
have interest rate minimums of at least 7.5%. Further, in the event of a change
in interest rates, expected rates of prepayments on loans and early withdrawals
from certificates could likely deviate significantly from those assumed in
calculating the table. Finally, the ability of many borrowers to service their
debt may decrease in the event of an interest rate increase although First
Federal Savings Bank of Marion does underwrite these mortgages at approximately
2.5% above the origination rate. Marion Capital considers all of these factors
in monitoring its exposure to interest rate risk.
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<PAGE>
BUSINESS OF MARION CAPITAL
Marion Capital is an Indiana corporation organized on November 23, 1992, to
become a unitary savings and loan holding company. Marion Capital became a
unitary savings and loan holding company upon the conversion of First Federal
Savings Bank of Marion from a federal mutual savings bank to a federal stock
savings bank on March 18, 1993. The principal asset of Marion Capital consists
of 100% of the issued and outstanding shares of common stock, $0.01 par value
per share, of First Federal Savings Bank of Marion. First Federal began
operations in Marion, Indiana, as a federal savings and loan association in
1936, and converted to a federal mutual savings bank in 1986.
First Federal offers a number of consumer and commercial financial services.
These services include: (i) residential and commercial real estate loans; (ii)
multi-family loans; (iii) construction loans; (iv) installment loans; (v) loans
secured by deposits; (vi) auto loans; (vii) NOW accounts; (viii) consumer and
commercial demand and time deposit accounts; (ix) individual retirement
accounts; and (x) tax deferred annuities and mutual funds through its service
corporation subsidiary, First Marion Service Corporation ("First Marion"). First
Federal provides these services at three full-service offices, two in Marion,
and one in Gas City, Indiana. First Federal's market area for loans and deposits
consists of Grant and surrounding counties.
Marion Capital's primary source of revenue is interest income from First
Federal's lending activities. First Federal's principal lending activity is the
origination of conventional mortgage loans to enable borrowers to purchase or
refinance one- to four-family residential real property. At June 30, 2000, 61.1%
of Marion Capital's total loan portfolio consisted of conventional mortgage
loans on residential real property. These loans are generally secured by first
mortgages on the property. Substantially all of the residential real estate
loans originated by First Federal are secured by properties located in Grant and
surrounding counties. First Federal also offers secured and unsecured
consumer-related loans (including installment loans, loans secured by deposits,
home equity loans, and auto loans). Marion Capital has a significant commercial
real estate portfolio, with a balance of $31.2 million at June 30, 2000, or
18.4% of total loans. First Federal also makes construction loans, which
constituted $5.3 million or 3.1% of Marion Capital's total loans at June 30,
2000, and commercial loans, which are generally not secured by real estate, of
$10.6 million, or 6.3%.
In the early 1980s most savings institutions' loan portfolios consisted of
long-term fixed-rate loans which then carried low interest rates. At the same
time, most savings associations had to pay competitive and high market interest
rates in order to maintain deposits. This resulted in a "negative" interest
spread. First Federal experienced these problems, but responded to them as
changes in regulations over the period permitted, and has been quite successful
in managing its interest rate risk. Among its strategies has been an emphasis on
originating adjustable-rate mortgage loans ("ARMs") which permit First Federal
to better match the interest it earns on mortgage loans with the interest it
pays on deposits, with interest rate minimums. As of June 30, 2000, ARMs
constituted 86.6% of Marion Capital's total mortgage loan portfolio.
Additionally, First Federal attempts to lengthen liability repricing by
aggressively pricing longer term certificates of deposit during periods of
relatively low interest rates and investing in intermediate-term or
variable-rate investment securities.
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LENDING ACTIVITIES
LOAN PORTFOLIO DATA. The following table sets forth the composition of Marion
Capital's loan portfolio by loan type and security type as of the dates
indicated, including a reconciliation of gross loans receivable after
consideration of the allowance for loan losses and deferred net loan fees on
loans.
<TABLE>
<CAPTION>
At June 30,
----------------------------------------------------------------------
2000 1999 1998
---------------------- ---------------------- ----------------------
Percent of Percent of Percent of
Amount Total Amount Total Amount Total
----------- ---------- ----------- ---------- ----------- ----------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C> <C>
TYPE OF LOAN
Mortgage loans
Residential $103,959 61.11% $101,512 59.18% $103,719 61.14%
Commercial real estate 31,231 18.36 32,918 19.19 31,857 18.78
Multi-family 8,549 5.03 9,295 5.42 11,014 6.49
Construction
Residential 4,399 2.59 3,674 2.14 2,742 1.62
Commercial real estate 898 0.53 2,658 1.55 4,542 2.68
Multi-family --- --- --- --- --- ---
Consumer loans
Installment loans 3,397 2.00 3,957 2.31 2,417 1.42
Loans secured by deposits 635 0.37 867 .50 1,027 .61
Home equity loans 4,709 2.77 3,665 2.14 2,496 1.47
Auto loans 1,690 0.99 2,075 1.21 1,323 .78
Commercial loans 10,640 6.25 10,914 6.36 8,511 5.01
-------- ------ -------- ------ -------- ------
Gross loans receivable $170,107 100.00% $171,535 100.00% $169,648 100.00%
======== ====== ======== ====== ======== ======
TYPE OF SECURITY
Residential (1) $113,067 66.47% $108,851 63.46% $108,957 64.23%
Commercial real estate 32,129 18.89 35,576 20.74 36,399 21.46
Multi-family 8,549 5.03 9,295 5.42 11,014 6.49
Autos 1,690 0.99 2,075 1.21 1,323 .78
Deposits 635 0.37 867 .50 1,027 .61
Other security 10,640 6.25 10,914 6.36 8,511 5.01
Unsecured 3,397 2.00 3,957 2.31 2,417 1.42
-------- ------ -------- ------ -------- ------
Gross loans receivable 170,107 100.00 171,535 100.00 169,648 100.00
-------- ------ -------- ------ --------- ------
Deduct:
Allowance for loan losses 2,283 1.34 2,272 1.33 2,087 1.23
Deferred net loan fees 235 0.14 270 .16 300 .18
Loans in process 2,611 1.54 3,196 1.86 3,663 2.16
-------- ------ -------- ------ -------- ------
Net loans receivable $164,978 96.98% $165,797 96.65% $163,598 96.43%
======== ====== ======== ====== ======== ======
Mortgage loans
Adjustable rate $129,052 86.59% $128,554 85.67% $130,100 84.55%
Fixed rate 19,984 13.41 21,503 14.33 23,774 15.45
-------- ------ -------- ------ -------- ------
Total $149,036 100.00% 150,057 100.00% 153,874 100.00
======== ====== ======== ====== ======== ======
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
At June 30,
----------------------------------------------
1997 1996
----------------------- ----------------------
Percent of Percent of
Amount Total Amount Total
----------- ---------- ----------- ----------
(Dollars in Thousands)
<S> <C> <C> <C> <C>
TYPE OF LOAN
Mortgage loans
Residential $ 97,017 63.42% $ 87,106 58.85%
Commercial real estate 31,122 20.35 36,170 24.43
Multi-family 11,394 7.45 15,573 10.52
Construction
Residential 3,555 2.32 3,904 2.64
Commercial real estate 1,144 .75 506 .34
Multi-family --- --- 584 .39
Consumer loans
Installment loans 3,613 2.37 2,725 1.85
Loans secured by deposits 895 .58 883 .60
Home equity loans 1,376 .90 399 .27
Auto loans 325 .21 169 .11
Commercial loans 2,525 1.65 7 .00
-------- ------ -------- ------
Gross loans receivable $152,966 100.00% $148,026 100.00%
======== ====== ======== ======
TYPE OF SECURITY
Residential (1) $101,948 66.65% $ 91,409 61.75%
Commercial real estate 32,266 21.09 36,676 24.78
Multi-family 11,394 7.45 16,157 10.91
Autos 325 .21 169 .11
Deposits 895 .58 883 .60
Other security 2,525 1.65 7 .00
Unsecured 3,613 2.37 2,725 1.85
-------- ------ -------- ------
Gross loans receivable 152,966 100.00 148,026 100.00
-------- ------ -------- ------
Deduct:
Allowance for loan losses 2,032 1.33 2,009 1.36
Deferred net loan fees 277 .18 313 .21
Loans in process 2,626 1.72 2,539 1.71
-------- ------ -------- ------
Net loans receivable $148,031 96.77% $143,165 96.72%
======== ====== ======== ======
Mortgage loans
Adjustable rate $128,799 89.30% $128,811 89.55%
Fixed rate 15,433 10.70 15,032 10.45
-------- ------ -------- ------
Total $144,232 100.00 $143,843 100.00%
======== ====== ======== ======
118
</TABLE>
<PAGE>
The following table sets forth certain information at June 30, 2000, regarding
the dollar amount of loans maturing in Marion Capital's loan portfolio based on
the date that final payment is due under the terms of the loan. Demand loans
having no stated schedule of repayments and no stated maturity and overdrafts
are reported as due in one year or less. This schedule does not reflect the
effects of possible prepayments or enforcement of due-on-sale clauses.
Management expects prepayments will cause actual maturities to be shorter.
<TABLE>
<CAPTION>
Due During Years Ended June 30,
--------------------------------------------------------------------------------------
Balance Out 2004 2006 2011 2016
standing at to to to and
June 30, 2000 2001 2002 2003 2005 2010 2015 following
---------------- ------- ------- ------- ------ ----- ------ ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Mortgage loans:
Residential $108,358 $ 325 $ 377 $357 $1,754 $13,545 $32,008 $59,992
Multi-family 8,549 1,045 88 --- 456 2,901 2,385 1,674
Commercial real
estate 32,129 702 264 187 1,532 10,370 13,204 5,870
Consumer loans:
Home equity 4,709 --- --- --- --- 51 --- 4,658
Auto 1,690 49 184 384 1,073 --- --- ---
Installment 3,397 430 286 566 1,710 327 68 10
Loans secured by
deposits 635 209 5 68 18 --- 335 ---
Commercial loans 10,640 2,751 322 446 897 5,920 304 ---
-------- ------ ------ ------ ------ ------- ---------- -------
Total $170,107 $5,511 $1,526 $2,008 $7,440 $33,114 $48,304 $72,204
======== ====== ====== ====== ====== ======= ======= =======
</TABLE>
The following table sets forth, as of June 30, 2000, the dollar amount of all
loans due after one year which have fixed interest rates and floating or
adjustable interest rates.
Due After June 30, 2001
-----------------------------------------
Fixed Rates Variable Rates Total
----------- ------------- -----
(Dollars in Thousands)
Mortgage loans:
Residential $10,493 $ 97,540 $108,033
Multi-family 1,602 5,902 7,504
Commercial real estate 3,361 28,066 31,427
Consumer loans:
Home equity --- 4,709 4,709
Auto 1,641 --- 1,641
Installment 2,940 27 2,967
Loan secured by deposits 426 --- 426
Commercial loans 6,822 1,067 7,889
------- -------- --------
Total $27,285 $137,311 $164,596
======= ======== ========
RESIDENTIAL LOANS. Residential loans consist of one-to-four family loans.
Approximately $104.0 million, or 61.1%, of Marion Capital's portfolio of loans
at June 30, 2000, consisted of one- to four-family mortgage loans, of which
approximately 86.9% had adjustable rates. Marion Capital is currently selling to
the Federal Home Loan Mortgage Corporation (the "FHLMC") 95% of the principal
balance on fixed rate loans originated with terms in excess of 15 years and
retaining all of the servicing rights on these loans. The option to retain or
sell fixed rate loans will be evaluated from time to time. During the year ended
June 30, 2000, $1.6 million in loans were sold to FHLMC.
First Federal originates fixed-rate loans with terms of up to 30 years. Some
loans are originated in accordance with guidelines established by FHLMC to
facilitate the sale of such loans to FHLMC in the secondary market. These loans
amortize on a monthly basis with principal and interest due each month. As
mentioned above, a few of these loans originated with terms in excess of 15
years, or annual interest rates below 8.5%, were sold to FHLMC
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<PAGE>
promptly after they were originated. First Federal retained 5% of the principal
balance of such sold loans as well as the servicing on all of such sold loans.
At June 30, 2000, Marion Capital had $10.5 million of fixed rate residential
mortgage loans which were originated in prior years in its portfolio with
maturities beyond June 30, 2001, none of which were held for sale.
Most ARMs adjust on an annual basis, although First Federal currently offers a
five-year ARM which has a fixed rate for five years, and a three-year ARM which
has a fixed rate for three years. Both of these ARMs adjust annually after the
initial period is over. Currently, the ARMs have an interest rate average
minimum of 6.5% and average maximum of 13.5%. The interest rate adjustment for
substantially all of First Federal's ARMs is indexed to the One-Year Treasury
Constant Maturity Index. On new residential mortgage loans, the margin above
such index currently is 3.00%. First Federal offers ARMs with maximum rate
changes of 2% per adjustment, and an average of 6.0% over the life of the loan.
Generally made for terms of up to 25 years, First Federal's ARMs are not made on
terms that conform with the standard underwriting criteria of FHLMC or the
Federal National Mortgage Association (the "FNMA"), thereby making resale of
such loans difficult. To better protect Marion Capital against rising interest
rates, First Federal underwrites its residential ARMs based on the borrower's
ability to repay the loan assuming a rate equal to approximately 2% above the
initial rate payable if the loan remained constant during the loan term.
Although First Federal's residential mortgage loans are generally amortized over
a 25-year period, residential mortgage loans generally are paid off before
maturity. Substantially all of the residential mortgage loans that First Federal
has originated include "due on sale" clauses, which give First Federal the right
to declare a loan immediately due and payable in the event that, among other
things, the borrower sells or otherwise disposes of the real property subject to
the mortgage and the loan is not repaid.
First Federal generally requires private mortgage insurance on all conventional
residential single-family mortgage loans with loan-to-value ratios in excess of
90%. First Federal generally will not lend more than 95% of the lower of current
cost or appraised value of a residential single family property. In July 1995,
First Federal's wholly-owned subsidiary, First Marion, began a 100% financing
program pursuant to which First Federal would originate an 80% loan-to-value
first mortgage loan using its normal underwriting standard and First Marion
would finance the remaining 20%. The second mortgage loan originated by First
Marion is a fixed rate mortgage loan with an interest rate of 10% and a term not
to exceed 15 years. At June 30, 2000, these loans amounted to $2.7 million.
Residential mortgage loans under $450,000 are approved by one of three senior
officers given authority by the Board of Directors. Residential loans between
$450,000 and $1.0 million can be approved by two of these three senior officers
(one of which must be the president). All loan requests from $1.0 million to 1.5
million are approved by First Federal's Executive Committee. Loan requests in
excess of $1.5 million are approved by First Federal's Board of Directors.
At June 30, 2000, residential mortgage loans amounting to $0.6 million, or 0.3%
of total loans, were included in non-performing assets. See "--Non-performing
and Problem Assets."
COMMERCIAL REAL ESTATE LOANS. At June 30, 2000, $31.2 million, or 18.4%, of
Marion Capital's total loan portfolio consisted of mortgage loans secured by
commercial real estate. The properties securing these loans consist primarily of
nursing homes, office buildings, hotels, churches, warehouses and shopping
centers. The commercial real estate loans, substantially all adjustable rate,
are made for terms not exceeding 25 years, and generally require an 80% or lower
loan-to-value ratio. Some require balloon payments after 5, 10 or 15 years. A
number of different indices, including the 1, 3, and 5 year Treasury Bills, are
used as the interest rate index for these loans. The commercial real estate
loans generally have minimum interest rates of 9% and maximum interest rates of
15%. Most of these loans adjust annually, but Marion Capital has some 3-year and
5-year commercial real estate adjustable rate loans in its portfolio. The
largest commercial real estate loan as of June 30, 2000, had a balance of $2.4
million.
Marion Capital held in its portfolio 18 commercial and multi-family real estate
loans with balances in excess of $500,000 at June 30, 2000. The average loan
balance for all such loans was $1,035,000. A significant proportion
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<PAGE>
of Marion Capital's commercial real estate loan portfolio consists of loans
secured by nursing home properties. The balance of such loans totaled $11.5
million at June 30, 2000.
Current federal law limits a savings association's investment in commercial real
estate loans to 400% of its capital. In addition, the application of the
Qualified Thrift Lender Test has had the effect of limiting the aggregate
investment in commercial real estate loans made by First Federal. See
"Regulation -- Qualified Thrift Lender." First Federal currently complies with
the limitations on investments in commercial real estate loans.
Commercial real estate loans involve greater risk than residential mortgage
loans because payments on loans secured by income properties are often dependent
on the successful operation or management of the properties and are generally
larger. As a result, repayment of such loans may be subject to a greater extent
than residential real estate loans to adverse conditions in the real estate
market or the economy. At June 30, 2000, Marion Capital had $1.3 million of
non-performing loans classified as substandard, $0 as doubtful, $0 as loss and
$3.1 million as special mention.
Marion Capital has a high concentration of loans secured by nursing homes. Like
other commercial real estate loans, nursing home loans often involve large loan
balances to single borrowers or groups of related borrowers, and have a higher
degree of credit risk than residential mortgage lending. Loan payments are often
dependent on the operation of the nursing home, the success of which is
dependent upon the long-term health care industry. The risks inherent in such
industry include the federal, state and local licensure and certification laws
which regulate, among other things, the number of beds for which nursing care
can be provided and the construction, acquisition and operation of such nursing
facilities. The failure to obtain or maintain a required regulatory approval or
license could prevent the nursing home from being reimbursed for costs incurred
in offering its services or expanding its business. Moreover, a large percentage
of nursing home revenues is derived from reimbursement by third party payors.
Both governmental and other third party payors have adopted and are continuing
to adopt cost containment measures designed to limit payment to health care
providers, and changes in federal and state regulations in these areas could
adversely affect such homes. Because of Marion Capital's concentration in this
area, a decline in the nursing home industry could have a substantial adverse
effect on Marion Capital's commercial real estate portfolio and, therefore, a
substantial adverse effect on its operating results.
Commercial real estate loans in excess of $1.5 million must be approved in
advance by First Federal's Board of Directors. Commercial real estate loans
between $1.0 million and $1.5 million can be approved by First Federal's
Executive Committee. Commercial real estate requests between $450,000 and $1.0
million require approval from two of three senior officers (one of which must be
the president) authorized by First Federal's Board of Directors and a similar
request below $450,000 requires approval from any one of these three same senior
officers.
MULTI-FAMILY LOANS. At June 30, 2000, $8.5 million, or 5.0%, of Marion Capital's
total loan portfolio consisted of mortgage loans secured by multi-family
dwellings (those consisting of more than four units). All of Marion Capital's
multi-family loans are secured by apartment complexes located in Indiana or
Ohio. The average balance of all such multi-family mortgage loans was $368,000
as of June 30, 2000. The largest such multi-family mortgage loan as of June 30,
2000, had a balance of $1.1 million. As with First Federal's commercial real
estate loans, multi-family mortgage loans are substantially all adjustable-rate
loans, are written for terms not exceeding 25 years, and require at least an 80%
loan-to-value ratio. At June 30, 2000, Marion Capital had $1.3 million in loans
secured by multi-family dwellings which were included in non-performing assets
and classified as substandard assets and $422,000 classified as special mention.
Multi-family loans, like commercial real estate loans, involve a greater risk
than do residential loans. Also, the more stringent loans-to-one borrower
limitation limits the ability of First Federal to make loans to developers of
apartment complexes and other multi-family units.
CONSTRUCTION LOANS. First Federal offers construction loans with respect to
owner-occupied residential and commercial real estate property and, in certain
cases, to builders or developers constructing such properties on an investment
basis (i.e., before the builder/developer obtains a commitment from a buyer).
Most construction loans are made to owners who occupy the premises.
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<PAGE>
At June 30, 2000, $5.3 million, or 3.1%, of Marion Capital's total loan
portfolio consisted of construction loans, of which approximately $4.4 million
were residential construction loans and $0.9 million related to construction of
commercial real estate projects. The largest construction loan on June 30, 2000,
was $1.0 million.
For most construction loans, the loan is actually a 25-year mortgage loan, but
interest only is payable during the construction phase of the loan up to 18
months, and such interest is charged only on the money disbursed under the loan.
After the construction phase (typically 6 to 12 months), regular mortgage loan
payments of principal and interest are due. Appraisals for these loans are
completed, subject to completion of building plans and specifications.
Interest rates and fees vary for these loans. While construction is progressing,
periodic inspections are performed for which First Federal assesses a fee.
While providing Marion Capital with a higher yield than a conventional mortgage
loan, construction loans involve a higher level of risk. For example, if a
project is not completed and the borrower defaults, First Federal may have to
hire another contractor to complete the project at a higher cost. Also, a house
may be completed, but may not be salable, resulting in the borrower defaulting
and First Federal taking title to the house.
CONSUMER LOANS. Federal laws and regulations permit federally chartered savings
associations to make secured and unsecured consumer loans in an aggregate amount
of up to 35% of the association's total assets. In addition, a federally
chartered savings association has lending authority above the 35% limit for
certain consumer loans, such as property improvement loans and deposit account
secured loans. However, the Qualified Thrift Lender test places additional
limitations on a savings association's ability to make consumer loans.
Marion Capital's consumer loans, consisting primarily of installment loans,
loans secured by deposits, and auto loans, aggregated $10.4 million as of June
30, 2000, or 6.1% of Marion Capital's total loan portfolio. Although consumer
loans are currently only a small portion of its lending business, First Federal
consistently originates consumer loans to meet the needs of its customers, and
First Federal intends to originate more such loans to assist in meeting its
asset/liability management goals.
First Federal makes installment loans of up to five years, which consisted of
$3.4 million, or 2.0% of Marion Capital's total loan portfolio at June 30, 2000.
Loans secured by deposits, totaling $635,000 at June 30, 2000, are made up to
90% of the original account balance and accrue at a rate of 2% over the
underlying certificate of deposit rate. Variable rate home equity loans of up to
10 years, secured by second mortgages on the underlying residential property
totaled $4.7 million, or 2.8% of Marion Capital's total loan portfolio at June
30, 2000. Automobile loans totaled only $1.7 million, or 1.0% and are made at
fixed rates for terms of up to five years depending on the age of the automobile
and the loan-to-value ratio for the loan. First Federal does not make indirect
automobile loans.
Although consumer loans generally involve a higher level of risk than one- to
four-family residential mortgage loans, their relatively higher yields and
shorter terms to maturity are believed to be helpful in reducing the
interest-rate risk of the loan portfolio. First Federal has thus far been
successful in managing consumer loan risk. As of June 30, 2000, $28,000 of
consumer loans were included in non-performing assets.
COMMERCIAL BUSINESS LENDING. At June 30, 2000, commercial business loans
comprised $10.6 million, or 6.3% of First Federal's gross loan portfolio. Most
of the commercial business loans have been extended to finance local businesses
and include short term loans to finance machinery and equipment purchases,
inventory and accounts receivable.
Unlike residential mortgage loans, commercial business loans are typically made
on the basis of the borrower's ability to make repayment from the cash flow of
the borrower's business. As a result, the availability of funds for the
repayment of commercial business loans may be substantially dependent on the
success of the business itself, which, in turn, is often dependent in part upon
general economic conditions. Commercial business loans are usually, but not
always, secured by business assets. However, the collateral securing the loans
may depreciate over time, may be difficult to appraise, and may fluctuate in
value based on the success of the business.
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<PAGE>
First Federal's commercial business lending policy includes credit file
documentation and analysis of the borrower's background and the capacity to
repay the loan, the accuracy of the borrower's capital and collateral as well as
an evaluation of other conditions effecting the borrower. Analysis of the
borrower's past, present and future cash flows is also an important aspect of
First Federal's credit analysis. First Federal generally obtains personal
guarantees on commercial business loans. Nonetheless, these loans are believed
to carry higher credit risk than more traditional single family loans. At June
30, 2000, Marion Capital had 152,000 in commercial loans which were included in
non-performing assets and classified as substandard and $27,000 classified as
special mention.
LOANS TO ONE BORROWER. First Federal occasionally receives multiple loan
requests from a single borrower. These requests are prudently underwritten based
on First Federal's historical experience with the borrower, the loan amount
compared to the collateral's value, the borrower's credit risk, and the
financial position of the borrower, among other things. At June 30, 2000, the
largest aggregate amount of loans to a single borrower totaled $4.4 million, an
amount that complied with the loans to one borrower limitation in effect at the
time the loans were originated. These loans are primarily secured by nursing
homes located in Indiana; however, one of these loans is secured by a
residential property owned by the borrower in Southern Indiana. As of the report
date, all of the aforementioned loans were performing in accordance with the
original terms extended by First Federal. In addition, First Federal reviews
both the operating statements from the individual projects and the financial
position of the borrower on an annual basis.
ORIGINATION, PURCHASE AND SALE OF LOANS. First Federal currently does not
originate its ARMs in conformity with the standard criteria of the FHLMC or
FNMA. First Federal would therefore experience some difficulty selling such
loans in the secondary market, although most loans could be brought into
conformity. First Federal has no intention, however, of attempting to sell such
loans. First Federal's ARMs vary from secondary market criteria because First
Federal does not use the standard loan form, does not require current property
surveys in most cases, and does not permit the conversion of those loans to
fixed-rate loans in the first three years of their term. These practices allow
First Federal to keep the loan closing costs down.
Although First Federal currently has authority to lend anywhere in the United
States, it has confined its loan origination activities primarily in Grant and
contiguous counties. First Federal's loan originations are generated from
referrals from builders, developers, real estate brokers and existing customers,
newspaper, radio and periodical advertising, and walk-in customers. Loans are
originated at either the main or branch offices. All loan applications are
processed and underwritten at First Federal's main office.
Under current federal law, a savings association generally may not make any loan
or extend credit to a borrower or its related entities if the total of all such
loans by the savings association exceeds 15% of its unimpaired capital and
surplus. Additional amounts may be lent, not in excess of 10% of unimpaired
capital and surplus, if such loans or extensions of credit are fully secured by
readily marketable collateral, including certain debt and equity securities but
not including real estate. In some cases, a savings association may lend up to
30% of unimpaired capital and surplus to one borrower for purposes of developing
domestic residential housing, provided that the association meets its regulatory
capital requirements and the OTS authorizes the association to use this expanded
lending authority. The maximum amount which First Federal could have loaned to
one borrower and the borrower's related entities under the 15% of capital
limitation was $4.2 million at June 30, 2000.
First Federal's loan approval process is intended to assess the borrower's
ability to repay the loan, the viability of the loan and the adequacy of the
value of the property that will secure the loan. To assess the borrower's
ability to repay, First Federal studies the employment and credit history and
information on the historical and projected income and expenses of its
individual and corporate mortgagors.
First Federal uses independent appraisers to appraise the property securing its
loans and requires title insurance or an abstract and a valid lien on its
mortgaged real estate. Appraisals on real estate securing most real estate loans
in excess of $250,000, are performed by either state-licensed or state-certified
appraisers, depending on the type and size of the loan. First Federal requires
fire and extended coverage insurance in amounts at least equal to the principal
amount of the loan. It also requires flood insurance to protect the property
securing its interest if the property is in a flood plain. Tax and insurance
payments are required to be escrowed by First Federal on all loans
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<PAGE>
subject to private mortgage insurance, but this service is offered to all
borrowers. Annual site visitations are made by licensed architects with respect
to all commercial real estate loans in excess of $500,000.
First Federal applies consistent underwriting standards to the several types of
consumer loans it makes to protect First Federal against the risks inherent in
making such loans. Borrower character, credit history, net worth and underlying
collateral are important considerations.
First Federal has historically participated in the secondary market as a seller
of 95% of the principal balance of its long-term fixed rate mortgage loans, as
described above, although First Federal has recently begun retaining such loans
in Marion Capital's portfolio. The loans First Federal sells are designated for
sale when originated. During the fiscal year ended June 30, 2000, First Federal
sold $1.6 million of its fixed-rate mortgage loans, none of which were held for
sale at June 30, 2000. First Federal obtains commitments from investors for the
sale of such loans at their outstanding principal balance and these commitments
are obtained prior to origination of the loans.
When it sells mortgage loans, First Federal generally retains the responsibility
for collecting and remitting loan payments, inspecting the properties that
secure the loans, making certain that monthly principal and interest payments
and real estate tax and insurance payments are made on behalf of borrowers, and
otherwise servicing the loans. Marion Capital receives a servicing fee for
performing these services. The amount of fees received by Marion Capital varies,
but is generally calculated as an amount equal to a rate of .25% per annum for
commercial loans and .375% per annum for residential loans on the outstanding
principal amount of the loans serviced. At June 30, 2000, Marion Capital
serviced $33.5 million of loans sold to other parties of which $13.7 million, or
41.0%, were for loans sold to FHLMC; other service loans are participation loans
sold to other financial institutions.
Marion Capital occasionally purchases participations to diversify its portfolio,
to supplement local loan demand and to obtain more favorable yields. The
participations purchased normally represent a portion of residential or
commercial real estate loans originated by other Indiana financial institutions,
most of which are secured by property located in Indiana. As of June 30, 2000,
Marion Capital held in its loan portfolio, participations in mortgage loans
aggregating $4.7 million that it had purchased, all of which were serviced by
others. The largest such participation it held at June 30, 2000, was in a loan
secured by an apartment complex. Marion Capital's portion of the outstanding
balance on that date was approximately $1.1 million.
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<PAGE>
The following table shows loan origination, purchase, sale and repayment
activity for First Federal during the periods indicated:
<TABLE>
<CAPTION>
Year Ended June 30,
--------------------------------------------
2000 1999 1998
-------- -------- ---------
(In Thousands)
<S> <C> <C> <C>
Gross loans receivable at beginning of period............. $171,535 $169,648 $153,203
-------- -------- --------
Originations:
Mortgage loans:
Residential.......................................... 30,972 41,622 37,309
Commercial real estate and multi-family.............. 5,359 6,923 13,949
-------- -------- --------
Total mortgage loans............................... 36,331 48,545 51,258
-------- -------- --------
Consumer loans:
Installment loans.................................... 2,990 7,534 7,170
Loans secured by deposits............................ 654 642 807
-------- -------- --------
Total consumer loans................................ 3,644 8,176 7,977
-------- -------- --------
Commercial loans....................................... 11,402 12,784 6,664
-------- -------- --------
Total originations................................... 51,377 69,505 65,899
-------- -------- --------
Purchases:
Mortgage loans:
Commercial real estate and
multi-family.................................... 52 --- 500
-------- -------- --------
Total originations and purchases..................... 51,429 69,505 66,399
-------- -------- --------
Sales:
Mortgage loans:
Residential.......................................... 1,579 8,044 1,429
Commercial real estate and multi-family.............. --- 909 3,443
-------- -------- --------
Total sales........................................ 1,579 8,953 4,872
-------- -------- --------
Repayments and other deductions........................... 51,278 58,665 45,082
-------- -------- --------
Gross loans receivable at end of period................... $170,107 $171,535 $169,648
======== ======== ========
</TABLE>
Origination and Other Fees. Marion Capital realizes income from fees for
originating commercial real estate loans (equal to one or one-half of a
percentage of the total principal amount of the loan), late charges, checking
and NOW account service charges, fees for the sale of mortgage life insurance by
First Federal, fees for servicing loans and fees for other miscellaneous
services including money orders and travelers checks. In order to increase its
competitive position with respect to other mortgage lenders, First Federal does
not charge points on residential mortgage loans, but does so on its commercial
real estate loans. Late charges are assessed if payment is not received within
15 days after it is due.
First Federal charges miscellaneous fees for appraisals, inspections (including
an inspection fee for construction loans), obtaining credit reports, certain
loan applications, recording and similar services. Marion Capital also collects
fees for Visa applications which it refers to another financial institution.
Marion Capital does not underwrite any of these credit card loans.
NON-PERFORMING AND PROBLEM ASSETS
Mortgage loans are reviewed by Marion Capital on a regular basis and are
generally placed on a non-accrual status when the loans become contractually
past due 90 days or more. Once a mortgage loan is fifteen days past due, a
reminder is mailed to the borrower requesting payment by a specified date. At
the end of each month, late notices are sent with respect to all mortgage loans
at least 20 days delinquent. When loans are 30 days in default, a third notice
imposing a late charge equal to 5% of the late principal and interest payment is
imposed. Contact by phone or in person is made, if feasible, with respect to all
mortgage loans 30 days or more in default. By the time a mortgage loan is 90
days past due, a letter is sent to the borrower demanding payment by a certain
date and
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indicating that a foreclosure suit will be filed if this deadline is not met.
The Board of Directors normally confers foreclosure authority at that time, but
management may continue to work with the borrower if circumstances warrant.
Consumer and commercial loans other than mortgage loans are treated similarly.
Interest income on consumer and other nonmortgage loans is accrued over the term
of the loan except when serious doubt exists as to the collectibility of a loan,
in which case the accrual of interest is discontinued. It is Marion Capital's
policy to recognize losses on these loans as soon as they become apparent.
Collateralized and noncollateralized consumer loans after 180 and 120 days of
delinquency, respectively, are charged off.
NON-PERFORMING ASSETS. At June 30, 2000, $2.1 million, or 1.06% of Marion
Capital's total assets, were non-performing assets (non-accrual loans, real
estate owned and troubled debt restructurings), compared to $1.9 million, or
1.07% of Marion Capital's total assets, at June 30, 1996. At June 30, 2000,
residential loans, multi-family, commercial real estate loans, commercial loans,
consumer loans, and repossessed assets accounted for 26.2%, 61.9%, 7.2%, 0.1%,
1.2% and 3.4%, respectively, of non-performing assets.
At June 30, 2000, non-performing assets included $72,000 of repossessed assets
compared to real estate acquired as a result of foreclosure, voluntary deed, or
other means, of $183,000 at June 30, 1996. Real estate acquired is classified by
Marion Capital as "real estate owned" or "REO" until it is sold. When property
is so acquired, the value of the asset is recorded on the books of Marion
Capital at the lower of the unpaid principal balance at the date of acquisition
plus foreclosure and other related costs or at fair value. Interest accrual
ceases when the collection of interest becomes doubtful, usually after the loan
has been delinquent for 90 days or more. All costs incurred from the date of
acquisition in maintaining the property are expensed.
The following table sets forth the amounts and categories of Marion Capital's
non-performing assets (non-accrual loans, repossessed assets and troubled debt
restructurings).
<TABLE>
<CAPTION>
At June 30,
----------------------------------------------------------------------
2000 1999 1998 1997 1996
-------- -------- -------- -------- --------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C>
Accruing loans delinquent
more than 90 days $ --- $ --- $ --- $ --- $ ---
Non-accruing loans(1):
Residential 551 1,108 1,454 1,238 1,658
Multi-family --- 462 --- --- ---
Commercial real estate 1,305 1,585 198 139 47
Commercial loans 152 153 268 --- ---
Consumer 28 21 18 34 11
Troubled debt restructurings --- --- --- --- ---
------ ------ ------ ------ ------
Total non-performing loans 2,036 3,329 1,938 1,411 1,716
------ ------ ------ ------ ------
Repossessed assets, net 72 2 31 --- 183
------ ------ ------ ------ ------
Total non-performing assets $2,108 $3,331 $1,969 $1,411 $1,899
====== ====== ====== ====== ======
Non-performing loans to total 1.22% 1.98% 1.16% .94% 1.18%
loans, net (2)
Non-performing assets to total assets 1.06% 1.69% 1.02% .81% 1.07%
-------------
<FN>
(1) Marion Capital generally places mortgage loans on a nonaccrual status when
the loans become contractually past due 90 days or more. Interest income
previously accrued but not deemed collectible is reversed and charged
against current income. Interest on these loans is then recognized as
income when collected. For the year ended June 30, 2000, the income that
would have been recorded had the non-accrual loans not been in a
non-performing status totaled $195,000 compared to actual income recorded
of $32,000.
(2) Total loans less deferred net loan fees and loans in process.
</FN>
</TABLE>
126
<PAGE>
CLASSIFIED ASSETS. Federal regulations provide for the classification of loans
and other assets, such as debt and equity securities considered by the Office of
Thrift Supervision ("OTS") to be of lesser quality, as "substandard," "doubtful"
or "loss." An asset is considered "substandard" if it is inadequately protected
by the current net worth and paying capacity of the obligor or of the collateral
pledged, if any. "Substandard" assets include those characterized by the
"distinct possibility" that the insured institution will sustain "some loss" if
the deficiencies are not corrected. Assets classified as "doubtful" have all of
the weaknesses inherent in those classified "substandard," with the added
characteristic that the weaknesses present make "collection or liquidation in
full," on the basis of currently existing facts, conditions, and values, "highly
questionable and improbable." Assets classified as "loss" are those considered
"uncollectible" and of such little value that their continuance as assets
without the establishment of a specific loss reserve is not warranted. Assets
which do not currently expose the insured institution to sufficient risk to
warrant classification in one of the aforementioned categories but possess
weaknesses are required to be designated "special mention" by management.
When an insured institution classifies problem assets as either substandard or
doubtful, it must establish general allowances for loan losses in an amount
deemed prudent by management. General allowances represent loss allowances which
have been established to recognize the inherent risk associated with lending
activities, but which, unlike specific allowances, have not been allocated to
particular problem assets. When an insured institution classifies problem assets
as "loss," it is required either to establish a specific allowance for losses
equal to 100% of that portion of the asset so classified or to charge off such
amount. An institution's determination as to the classification of its assets
and the amount of its valuation allowances is subject to review by the
institution's principal supervisory agent, who may order the establishment of
additional general or specific loss allowances.
In connection with the filing of its periodic reports with the OTS and in
accordance with its classification of assets policy, Marion Capital regularly
reviews the problem loans in its portfolio to determine whether any loans
require classification in accordance with applicable regulations. Total
classified assets at June 30, 2000, were $7.3 million.
The following table sets forth the aggregate amount of Marion Capital's
classified assets, and of the general and specific loss allowances as of the
dates indicated.
<TABLE>
<CAPTION>
At June 30,
-----------------------------------------------------------
2000 1999 1998 1997 1996
-------- -------- -------- -------- --------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C>
Substandard assets (1).................. $3,791 $3,060 $2,296 $1,546 $1,226
Doubtful assets ........................ --- 147 --- --- ---
Loss assets............................. --- 93 --- --- ---
Special mention......................... 3,540 4,394 4,081 --- ---
------ ------ ------ ------ ------
Total classified assets.............. $7,331 $7,694 $6,377 $1,546 $1,226
====== ====== ====== ====== ======
General loss allowances................. $2,008 $2,032 $2,087 $2,032 $2,009
Specific loss allowances................ 275 240 --- --- ---
------ ------ ------ ------ ------
Total allowances..................... $2,283 $2,272 $2,087 $2,032 $2,009
====== ====== ====== ====== ======
-----------
<FN>
(1) Includes REO, net of $0.07, $0.0, $0.03, $0.0, and $0.2 million,
respectively.
</FN>
</TABLE>
Marion Capital regularly reviews its loan portfolio to determine whether any
loans require classification in accordance with applicable regulations. Not all
assets classified by Marion Capital as substandard, doubtful or loss are
included as non-performing assets, and not all of Marion Capital's
non-performing assets constitute classified assets.
SUBSTANDARD ASSETS. At June 30, 2000, Marion Capital had 37 loans classified as
substandard totaling approximately $3.7 million. Of the $3.7 million classified
as substandard, $1.5 million is attributable to one borrower involving five
loans secured by commercial real estate in various stages of completion. The
loans were
127
<PAGE>
made as construction/permanent financing. Foreclosure has been filed and
calculations performed to determine the net realizable value. To the extent that
a loss appears probable, such loss has been included in the allowance for loan
losses. In addition, $1.3 million is attributable to loans secured by
multi-family dwellings. Also included in substandard assets are certain loans to
facilitate the sale of the real estate owned, totaling $65,000 at June 30, 2000.
These are former REO properties sold on contract that are included as
substandard assets to the extent the loan balance exceeds the appraised value of
the property. Also included in substandard assets at June 30, 2000, are slow
mortgage loans (loans or contracts delinquent for generally 90 days or more)
aggregating $606,000, and slow consumer loans totaling $219,000.
DOUBTFUL AND LOSS ASSETS. At June 30,2000, none of First Federal's assets were
classified as doubtful or loss.
SPECIAL MENTION ASSETS. At June 30, 2000, First Federal's assets subject to
special mention totaled $3.5 million. Included are one multi-family loan
totaling $422,000, one commercial business loan totaling $27,000 and four
nursing home loans totaling $3.1 million. All loans were classified as special
mention due to financial statements indicating insufficient cash flow to meet
all expenses. All of the above loans were current at June 30, 2000. First
Federal classified $4.4 million as special mention at June 30, 1999, and $4.1
million were classified as special mention at June 30, 1998. No assets were
classified as special mention at June 30, 1997 and 1996.
ALLOWANCE FOR LOAN LOSSES
The allowance for loan losses is maintained through the provision for losses on
loans, which is charged to earnings. The provision is used to adjust the level
of the allowance from period to period based upon estimated losses and losses
actually incurred. Loans or portions thereof are charged to the allowance when
losses are determinable and considered probable. The provision is determined in
conjunction with management's review and evaluation of current economic
conditions, including those of First Federal's lending area, changes in the
character and size of the loan portfolio, loan delinquencies (current status as
well as past and anticipated trends) and adequacy of collateral securing loan
delinquencies, non-performing and other classified loans, historical and
estimated net charge-offs, and other pertinent information derived from a review
of the loan portfolio. Marion Capital maintains the current level of the
allowance partly in recognition of its increased risks inherent in its
commercial real estate, construction, multi-family and commercial loan
portfolios.
The allowance for loan losses computation includes assigning estimated loss
percentage to loans outstanding in each category of loans held in the portfolio.
All categories of loans, including multi-family, commercial real estate,
construction, and other commercial and consumer loans, are assigned a loss
percentage based on risk factors inherent in these types of loans. These loss
percentages are based on risk estimate losses inherent in the portfolio, which
First Federal believes are greater than historical loss percentages; historical
losses are considered, but may not necessarily be indicative of future
charge-offs in the entire portfolio. Residential mortgages are generally subject
to lesser risk except during periods of economic downturns or unemployment.
Other real estate loans are subject to risks of inadequate cash flows,
concentrations in industries, size of individual loans and declining collateral
values. Commercial loans are also subject to cash flow dependence, size of
individual loans, industry conditions and borrower operations, and financial
strength and character of borrower. Risk elements for consumer loans include
economic conditions, employment factors, and character and adequacy of
collateral. Estimated loss amounts by loan types are reviewed for reasonableness
based on economic and business conditions at the time.
In addition to maintaining the allowance as a percentage of the outstanding
loans in the portfolio, additional reserves are provided for non-performing
loans and other classified loans based on management's assessment of impairment,
if any. Individual loans are specifically analyzed to determine an estimate of
loss, and those specific allocations are then included as part of the loan loss
allowance.
The overall appropriateness of the allowance determined by management is based
on its evaluation of then-existing economic and business conditions related to
the loan portfolio, volumes and concentrations in commercial real estate type
loans and in other categories with greater risk and non-performing and
classified loans. If evaluation of loss has not more specifically been
identified to a loan category or individual loans, evaluation of loss has been
reflected in the unallocated portion of the allowance. In management's opinion,
Marion Capital's allowance for loan losses is adequate at June 30, 2000, to
absorb anticipated losses on loans in the portfolio.
128
<PAGE>
SUMMARY OF LOAN LOSS EXPERIENCE. The following table analyzes changes in the
allowance for loan losses during the past five years ended June 30, 2000.
<TABLE>
<CAPTION>
Year Ended June 30,
-----------------------------------------------------------------
2000 1999 1998 1997 1996
-------- -------- -------- -------- --------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C>
Balance of allowance at
beginning of period $2,272 $2,087 $2,032 $2,009 $2,013
------ ------ ------ ------ ------
Add recoveries of loans previously
charged off -- residential real
estate loans 42 --- 18 --- 2
Less charge-offs:
Residential real estate loans 126 21 7 35 37
Commercial real estate loans 327 --- 14 --- 3
Consumer loans 57 21 1 --- ---
Commercial loans 16 --- --- --- ---
------ ------ ------ ------ ------
Net charge-offs 484 42 4 35 38
------ ------ ------ ------ ------
Provisions for losses on loans 495 227 59 58 34
------ ------ ------ ------ ------
Balance of allowance at end
of period $2,283 $2,272 $2,087 $2,032 $2,009
====== ====== ====== ====== ======
Net charge-offs to total average
loans outstanding for period .29% .03% .--% .02% .03%
Allowance at end of period to
loans receivable at end of period 1.36 1.35 1.25 1.35 1.38
Allowance to total non-performing
loans at end of period 112.11 68.24 107.71 143.98 117.07
</TABLE>
129
<PAGE>
ALLOCATION OF ALLOWANCE FOR LOAN LOSSES. The following table presents an
analysis of the allocation of Marion Capital's allowance for loan losses at the
dates indicated.
<TABLE>
<CAPTION>
June 30,
-------------------------------------------------------------------------------------------------
2000 1999 1998 1997 1996
----------------- ----------------- ----------------- ----------------- -----------------
Percent Percent Percent Percent Percent
of loans of loans of loans of loans of loans
in each in each in each in each in each
category category category category category
to total to total to total to total to total
Amount loans Amount loans Amount loans Amount loans Amount loans
------ -------- ------ -------- ------ -------- ------ -------- ------ --------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Balance at end of
period applicable
to:
Residential....... $ 556 61.11% $ 280 59.18% $ --- 61.14% $ --- 63.42% $ --- 59.11%
Commercial real
estate........... 1,145 18.36 583 19.19 --- 18.78 --- 20.35 29 24.44
Multi-family...... 264 5.03 393 5.42 72 6.49 72 7.45 264 10.52
Construction
loans............ 27 3.12 335 3.69 --- 4.30 --- 3.07 --- 3.37
Commercial loans.. 111 6.25 102 6.36 --- 5.01 --- 1.65 --- .01
Consumer loans.... 147 6.13 145 6.16 86 4.28 33 4.06 24 2.55
Unallocated....... 33 --- 434 --- 1,929 --- 1,927 --- 1,692 ---
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Total........... $2,283 100.00% $2,272 100.00% $2,087 100.00% $2,032 100.00% $2,009 100.00%
====== ====== ====== ====== ====== ====== ====== ====== ====== ======
</TABLE>
For 2000 and 1999, First Federal presented allocations computed by assigning
estimated loss percentages to loans outstanding and allocations for other
estimated losses by loan category, compared to previous years when such amounts
were generally included in the unallocated portion of the allowance.
INVESTMENTS
Federally chartered savings associations have the authority to invest in various
types of liquid assets, including U.S. Treasury obligations, securities of
various federal agencies, certain certificates of deposit of insured bank and
savings institutions, certain bankers' acceptances, repurchase agreements and
federal funds sold. Subject to various restrictions, federally chartered savings
associations may also invest a portion of their assets in commercial paper,
corporate debt securities and asset-backed securities. The investment policy of
Marion Capital, which is established by the Board of Directors and is
implemented by the Executive Committee, is designed primarily to maximize the
yield on the investment portfolio subject to minimal liquidity risk, default
risk, interest rate risk, and prudent asset/liability management.
Specifically, Marion Capital's policies generally limit investments in corporate
debt obligations to those which are rated in the two highest rating categories
by a nationally recognized rating agency at the time of the investment and such
obligations must continue to be rated in one of the four highest rating
categories. Commercial bank obligations, such as certificates of deposit,
brokers acceptances, and federal funds must be rated "C" or better by a major
rating service. Commercial paper must be rated A-1 by Standard and Poor's and
P-1 by Moody's. The policies also allow investments in obligations of federal
agencies such as the Government National Mortgage Association ("GNMA"), FNMA,
and FHLMC, and obligations issued by state and local governments. Marion Capital
does not utilize options or financial or futures contracts.
130
<PAGE>
Marion Capital's investment portfolio consists of U.S. Treasury and agency
securities, investment in two Indiana limited partnerships, investment in an
insurance company and FHLB stock. At June 30, 2000, approximately $9.2 million,
including securities at market value for those classified as available for sale
and at amortized cost for those classified as held to maturity, or 4.6% of
Marion Capital's total assets, consisted of such investments.
The following tables set forth the amortized cost and market value of Marion
Capital's investments at the dates indicated.
<TABLE>
<CAPTION>
At June 30,
----------------------------------------------------------------------------------
2000 1999 1998
--------------------------- ------------------------- ----------------------------
Amortized Market Amortized Market Amortized Market
Cost Value Cost Value Cost Value
------------- ------------- ------------ ----------- -------------- -------------
(In Thousands)
<S> <C> <C> <C> <C> <C> <C>
Securities available for sale (1):
Federal agencies $2,969 $2,976 $2,997 $3,020 $ 2,999 $3,049
------ ------ ------ ------ ------- ------
Total securities available
for sale 2,969 2,976 2,997 3,020 2,999 3,049
------ ------ ------ ------ ------- ------
Securities held to maturity:
U.S. Treasury --- --- --- --- 1,000 999
Federal agencies --- --- --- --- 1,000 1,000
State and municipal --- --- --- --- --- ---
Mortgage-backed securities --- --- --- --- 3 3
------ ------ ------ ------ ------- ------
Total securities held
to maturity --- --- --- --- 2,003 2,002
------ ------ ------ ------ ------- ------
Real estate limited partnerships 3,942 (3) 4,713 (3) 4,883 (3)
Investment in insurance
company 650 (3) 650 (3) 650 (3)
FHLB stock (2) 1,655 1,655 1,164 1,164 1,134 1,134
------ ------ -------
Total investments $9,216 $9,524 $11,669
====== ====== =======
------------
<FN>
(1) In accordance with SFAS No. 115, securities available for sale are recorded
at market value in the financial statements.
(2) Market value approximates carrying value.
(3) Market values are not available.
</FN>
</TABLE>
<PAGE>
The following table sets forth investment securities and FHLB stock which mature
during each of the periods indicated and the weighted average yields for each
range of maturities at June 30, 2000.
<TABLE>
<CAPTION>
Amount at June 30, 2000 which matures in
---------------------------------------------------------------------------------------
One One to Over
Year or less Five Years Ten Years and Stock
---------------------------------------------------------------------------------------
Weighted Amortized Weighted Amortized Weighted
Amortized Average Cost Average Cost Average
Cost Yield Yield Yield
--------------- ------------ --------- -------- --------- --------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C> <C>
Securities available for sale(1)
Federal agencies................. $1,973 6.68% $996 6.23% $ --- ---%
------ ---- ---- ---- ------ ----
Total securities available
for sale...................... 1,973 6.68 996 6.23 --- ---
------ ---- ---- ---- ------ ----
FHLB stock.......................... --- --- --- --- 1,655 7.99
------ ---- ---- ---- ------ ----
Total investments................ $1,973 6.68% $996 6.23% $1,655 7.99%
====== ===== ==== ==== ====== ====
------------------
<FN>
(1) Securities available for sale are set forth at amortized cost for purposes
of this table.
</FN>
</TABLE>
First Federal Savings Bank of Marion owns 99% of the limited partnership
interests in Pedcor Investments 1987-II, an Indiana limited partnership
("Pedcor-87") organized to build, own, operate and lease a 144-unit apartment
complex in Indianapolis, Indiana. The project, operated as multi-family,
low/moderate income housing project, is complete and performing as planned. A
low/moderate income housing project qualifies for certain tax credits if (i)
131
<PAGE>
it is a residential rental property, (ii) the units are used on a nontransient
basis, and (iii) 20% or more of the units in the project are occupied by tenants
whose incomes are 50% or less of the area median gross income, adjusted for
family size, or, alternatively, at least 40% of the units in the project are
occupied by tenants whose incomes are 60% of the area median gross income.
Qualified low income housing projects generally must comply with these and other
rules for 15 years, beginning with the first year the project qualifies for the
tax credit, or some or all of the tax credit together with interest may be
recaptured. The tax credit is subject to limitations on the use of the general
business credit, but no basis reduction is required for any portion of the tax
credit claimed.
First Federal committed to invest approximately $3.4 million in Pedcor-87 at
inception of the project in January, 1988. First Federal has invested
approximately $3.4 million in Pedcor-87 with no additional annual capital
contribution remaining to be paid. The tax credits resulting from Pedcor-87's
operation of a low/moderate income housing project were available to Marion
Capital through 1998. Although Marion Capital has reduced income tax expense by
the full amount of the tax credit available each year, it has not been able to
fully utilize available tax credits to reduce income taxes payable because it is
not allowed to use tax credits that would reduce its regular corporate tax
liability below its alternative minimum tax liability. First Federal may
carryforward unused tax credits for a period of 15 years and believes it will be
able to utilize available tax credits during the carryforward period.
Pedcor-87 has incurred operating losses from its operations primarily due to
rent limitations for subsidized housing, increased operating costs and other
factors. First Federal has accounted for its investment in Pedcor-87 on the
equity method, and, accordingly, has recorded its shares of these losses, or
impairment losses, as reductions to its investment in Pedcor-87, which at June
30, 2000, was approximately $791,000.
In August 1997, First Federal entered into another limited partnership with
Pedcor Investments organized to build, own, operate and lease a 72-unit
apartment complex in Niles, Michigan. First Federal owns 99% of the partnership,
as a limited partner, in Pedcor Investments-1997-XXIX ("Pedcor-97").
First Federal committed to invest $3.6 million in Pedcor-97 over ten years and
will receive an estimated $3.7 million in tax credits. Contributions are made on
an annual basis and amounted to $415,000 during the year ended June 30, 2000,
and $395,000 during the year ended June 30, 1999. No contributions were made
during the year ended June 30, 1998. First Federal recognized tax credits of
$455,000 during the year ended June 30, 2000. First Federal did not recognize
any tax credits during the years ended June 30, 1998 and 1999. The project was
substantially completed by June 30, 1999. The tax credits from these projects
have the effect of reducing income tax expense, over a ten year period, and
reducing First Federal's federal income taxes payable, to the limits allowed by
alternative minimum tax liability rules. Although these tax credits will be
beneficial to First Federal in future periods, operating losses from the
operations of the facility will increase after the completion of the apartment
complex. These increased operating losses will have an effect of decreasing the
overall return to First Federal on Pedcor-97. First Federal has also accounted
for its investment in Pedcor-97 on the equity method, and, accordingly, has
recorded its share of these losses as reductions to its investment in Pedcor-97,
which at June 30, 2000, was approximately $3,150,000. The unrelated general
partners in Pedcor-87 are two individuals, and the unrelated general partner in
Pedcor-97 is Berrien Woods Housing Company, LLC. Such partners are affiliated
with Pedcor Investments.
132
<PAGE>
The following summarizes First Federal's equity in Pedcor-87's and Pedcor-97's
losses and tax credits recognized in Marion Capital's consolidated financial
statements:
<TABLE>
<CAPTION>
Year Ended June 30,
---------------------------------------------------------------------
2000 1999 1998 1997 1996
---------------------------------------------------------------------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C>
Investment in Pedcor-87 $ 791 $1,116 $1,275 $1,449 $1,624
====== ====== ====== ====== ======
Losses, net of income tax effect (196) $ (96) $ (105) $ (184) $ (117)
Tax credit --- 11 326 405 405
------ ------ ------ ------ ------
Increase (decrease) in after-tax net income
from Pedcor-87 investment $ (196) $ (85) $ 221 $ 221 $ 288
====== ====== ====== ====== ======
Investment in Pedcor-97 $3,150 $3,596 $3,608
====== ====== ======
Losses, net of income tax effect (269) $ (7) $ (16)
Tax credit 455 --- ---
------ ------ ------
Increase (decrease) in after-tax net income $ 186 $ (7) $ (16)
from Pedcor-97 investment ======= ====== ======
</TABLE>
In June 1998, Marion Capital capitalized on a unique opportunity to focus and
energize its life insurance product offerings through an equity participation in
Family Financial Life Insurance Company. Family Financial Life is a fully
chartered life insurance company owned by a group of savings banks. In operation
since 1984, Family Financial Life has had an impressive track record of growth,
profits and returns to its financial institution owners. We are now offering
credit life and annuity products with a most advantageous method to increase
insurance earnings and exercise complete control over the quality of insurance
products and services.
Federal regulations require an FHLB-member savings association to maintain an
average daily balance of liquid assets equal to a monthly average of not less
than a specified percentage of its net withdrawable savings deposits plus
short-term borrowings. Liquid assets include cash, certain time deposits,
certain bankers' acceptances, specified U.S. government, state or federal agency
obligations, certain corporate debt securities, commercial paper, certain mutual
funds, certain mortgage-related securities, and certain first lien residential
mortgage loans. This liquidity requirement may be changed from time to time by
the OTS to any amount within the range of 4% to 10%, and is currently 5%,
although the OTS has proposed a reduction of the percentage to 4%. Also, a
savings association currently must maintain short-term liquid assets
constituting at least 1% of its average daily balance of net withdrawable
deposit accounts and current borrowings. Monetary penalties may be imposed for
failure to meet these liquidity requirements. At June 30, 2000, First Federal
had liquid assets of $7.9 million, and a regulatory liquidity ratio of 8.5%.
SOURCES OF FUNDS
GENERAL. Deposits with First Federal have traditionally been Marion Capital's
primary source of funds for use in lending and investment activities. In
addition to deposits, Marion Capital derives funds from loan amortization,
prepayments, retained earnings and income on earning assets. While loan
amortization and income on earning assets are relatively stable sources of
funds, deposit inflows and outflows can vary widely and are influenced by
prevailing interest rates, market conditions and levels of competition. Marion
Capital also relies on borrowings from the Federal Home Loan Bank ("FHLB") of
Indianapolis to support First Federal 's loan originations and to assist in
asset/liability management.
DEPOSITS. Deposits are attracted, principally from within Grant and contiguous
counties, through the offering of a broad selection of deposit instruments
including NOW and other transaction accounts, fixed-rate certificates of
deposit, individual retirement accounts, and savings accounts. First Federal
does not actively solicit or advertise for deposits outside of Grant and
surrounding counties. Substantially all of First Federal 's depositors are
residents of those counties. Deposit account terms vary, with the principal
differences being the minimum balance required, the amount of time the funds
remain on deposit and the interest rate. First Federal also has approximately
$453,000 of brokered deposits.
133
<PAGE>
Interest rates paid, maturity terms, service fees and withdrawal penalties are
established by First Federal on a periodic basis. Determination of rates and
terms are predicated on funds acquisition and liquidity requirements, rates paid
by competitors, growth goals, and federal regulations. First Federal relies, in
part, on customer service and long-standing relationships with customers to
attract and retain its deposits, but also aggressively prices its deposits in
relation to rates offered by its competitors.
An analysis of First Federal deposit accounts by type, maturity, and rate at
June 30, 2000, is as follows:
<TABLE>
<CAPTION>
Minimum Balance Weighted
Opening June 30, % of Average
Balance 2000 Deposits Rate
---------- ----------- -------- -----------
(Dollars in Thousands)
<S> <C> <C> <C> <C>
Type of Account
Withdrawable:
Savings accounts....................... $ 10.00 $12,622 9.66% 2.25%
NOW and other transactions accounts.... 10.00 25,232 19.31 2.84
------- ----- ----
Total withdrawable........................ 37,854 28.97 2.64
------- ----- ----
Certificates (original terms):
28 days................................ 500 125 0.10 3.51
91 days................................ 500 459 0.35 4.54
182 days............................... 500 7,179 5.49 4.92
9 months............................... 10,000 6,430 4.92 5.51
12 months.............................. 500 10,156 7.77 5.49
18 months.............................. 500 6,116 4.68 5.85
19 months.............................. 500 2,242 1.71 5.37
24 months.............................. 500 12,109 9.27 5.85
30 months.............................. 500 2,740 2.10 5.41
36 months.............................. 500 2,988 2.29 5.66
48 months.............................. 500 2,649 2.03 5.40
60 months.............................. 500 10,321 7.89 6.34
72 months.............................. 500 34 0.03 5.39
96 months.............................. 500 327 0.25 6.47
Special term CDS....................... 500 12 0.01 4.91
IRAs
28 days................................ 500 30 0.02 3.25
91 days................................ 500 6 0.00 4.41
182 days............................... 500 132 0.10 4.97
9 months............................... 500 103 0.08 5.16
12 months.............................. 500 764 0.58 5.58
18 months.............................. 500 722 0.55 5.81
19 months.............................. 500 114 0.09 5.38
24 months.............................. 500 1,363 1.04 5.76
30 months.............................. 500 701 0.54 5.42
36 months.............................. 500 810 0.62 5.67
48 months.............................. 500 839 0.64 5.31
60 months.............................. 500 22,307 17.07 6.41
72 months.............................. 500 310 0.24 5.39
96 months.............................. 500 732 0.56 6.44
Special term IRAs...................... 500 9 0.01 6.00
-------- ------ ----
Total certificates (1).................... 92,829 71.03 5.90
-------- ------ ----
Total deposits............................ $130,683 100.00% 4.96%
======== ====== ====
------------------
<FN>
(1) Including $14.4 million in certificates of deposit of $100,000 or more.
</FN>
</TABLE>
134
<PAGE>
The following table sets forth by various interest rate categories the
composition of time deposits of First Federal Savings Bank of Marion at the
dates indicated:
<TABLE>
<CAPTION>
At June 30,
----------------------------------------------
2000 1999 1998
---- ---- ----
(Dollars in Thousands)
<S> <C> <C> <C>
Under 5%.................................... $12,070 $ 26,368 $17,135
5.00 - 6.99%................................ 76,069 62,589 52,365
7.00 - 8.99%................................ 4,690 11,514 21,116
------- -------- -------
Total....................................... $92,829 $100,471 $90,616
======= ======== =======
</TABLE>
The following table represents, by various interest rate categories, the amounts
of time deposits maturing during each of the three years indicated, and the
total maturing thereafter. Matured certificates which have not been renewed as
of June 30, 2000, have been allocated based upon certain rollover assumptions.
<TABLE>
<CAPTION>
Amounts At
June 30, 2000, Maturing in
-------------------------------------------------------------
One Year Two Three Greater Than
Years Years Years Three Years
---------- ----------- ---------- -------------
(Dollars in Thousands)
<S> <C> <C> <C> <C>
Under 5%....................... $ 10,537 $ 693 $ 163 $ 677
5.00 - 6.99% .................. 28,852 16,029 8,634 22,554
7.00 - 8.99% .................. 300 216 546 3,628
-------- -------- ------- -------
Total ......................... $ 39,689 $16,938 $ 9,343 $26,859
======== ======= ======= =======
</TABLE>
The following table indicates the amount of First Federal Savings Bank of
Marion's certificates of deposit of $100,000 or more by time remaining until
maturity as of June 30, 2000.
Maturity Period (In Thousands)
--------------- --------------
Three months or less........................................ $ 1,514
Greater than three months through six months................ 3,172
Greater than six months through twelve months............... 700
Over twelve months.......................................... 9,052
-------
Total....................................................... $14,438
=======
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<PAGE>
The following table sets forth the dollar amount of savings deposits in the
various types of deposit programs offered by First Federal at the dates
indicated, and the amount of increase or decrease in such deposits as compared
to the previous period.
<TABLE>
<CAPTION>
DEPOSIT ACTIVITY
-------------------------------------------------------------------------------------
Increase Increase
(Decrease) Balance (Decrease)
Balance at from at from
June 30, % of June 30, June 30, % of June 30,
2000 Deposits 1999 1999 Deposits 1998
---------- -------- ---------- -------- -------- ---------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C> <C>
Withdrawable:
Savings accounts $ 12,622 9.66% $ (2,169) $ 14,791 10.41% $(1,917)
NOW and other transactions 25,232 19.31 (1,593) 26,825 18.88 (266)
-------- ------ -------- -------- ------ -------
accounts
Total withdrawable 37,854 28.97 (3,762) 41,616 29.29 (2,183)
-------- ------ -------- -------- ------ -------
Certificates (original terms):
28 days 125 0.10 (245) 370 .26 (175)
91 days 459 0.35 (282) 741 .52 (301)
182 days 7,179 5.49 572 6,607 4.65 (4,625)
9 months 6,430 4.92 (2,089) 8,519 6.00 7,095
12 months 10,156 7.77 (4,624) 14,780 10.40 8,388
18 months 6,116 4.68 3,541 2,575 1.81 (1,144)
19 months 2,242 1.71 2,242 --- --- ---
24 months 12,109 9.27 (5,337) 17,446 12.28 3,437
30 months 2,740 2.10 (838) 3,578 2.52 (896)
36 months 2,988 2.29 2,118 870 .61 (215)
48 months 2,649 2.03 (592) 3,241 2.28 (3,214)
60 months 10,321 7.89 333 9,988 7.03 384
72 months 34 0.03 2 32 .02 1
96 months 327 0.25 (24) 351 .25 (2)
Special term CDS 12 0.01 (1) 13 .01 (584)
IRAs
28 days 30 0.02 28 2 --- ---
91 days 6 0.00 (4) 10 .01 (33)
182 days 132 0.10 57 75 .05 35
9 months 103 0.08 64 39 .03 (15)
12 months 764 0.58 (513) 1,277 .90 982
18 months 722 0.55 597 125 .09 (169)
19 months 114 0.09 114 --- --- ---
24 months 1,363 1.04 (895) 2,258 1.59 253
30 months 701 0.54 (73) 774 .54 4
36 months 810 0.62 701 109 .08 (1)
48 months 839 0.64 (1,909) 2,748 1.93 (2,446)
60 months 22,307 17.07 (242) 22,549 15.87 3,259
72 months 310 0.24 (201) 511 .36 (10)
96 months 732 0.56 (141) 873 .61 (97)
Special term IRAs 9 0.01 (1) 10 .01 (56)
-------- ------ -------- -------- ------ -------
Total certificates 92,829 71.03 (7,642) 100,471 70.71 9,855
-------- ------ -------- -------- ------ -------
Total deposits $130,683 100.00% $(11,404) $142,087 100.00% $ 7,672
======== ====== ======== ======== ====== =======
</TABLE>
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<TABLE>
<CAPTION>
DEPOSIT ACTIVITY
--------------------------------------------------------------------------
Increase
Balance (Decrease)
at from Balance at
June 30, % of June 30, June 30, % of
1998 Deposits 1997 1997 Deposits
------------ --------- ----------- ----------- -----------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C>
Withdrawable:
Savings accounts $ 16,708 12.43% $ 1,025 $ 15,683 12.88%
NOW and other transactions
accounts 27,091 20.15 5,861 21,230 17.43
-------- ------ -------- -------- ------
Total withdrawable 43,799 32.58 6,886 36,913 30.31
-------- ------ -------- -------- ------
Certificates (original terms):
28 days 545 .41 448 97 .08
91 days 1,042 .78 (47) 1,089 .89
182 days 11,232 8.36 1,925 9,307 7.64
9 months 1,424 1.06 1,424 --- ---
12 months 6,392 4.76 (8,092) 14,484 11.90
18 months 3,719 2.77 1,938 1,781 1.46
24 months 14,009 10.42 11,977 2,032 1.67
30 months 4,474 3.33 (3,229) 7,703 6.33
36 months 1,085 .81 (340) 1,425 1.17
48 months 6,455 4.80 709 5,746 4.72
60 months 9,604 7.15 (1,478) 11,082 9.10
72 months 31 .02 3 28 .02
96 months 353 .26 (24) 377 .31
Special term CDS 597 .44 597 --- ---
IRAs
28 days 2 --- --- 2 .00
91 days 43 .03 20 23 .02
182 days 40 .03 (134) 174 .14
9 months 54 .04 54 --- ---
12 months 295 .22 (322) 617 .51
18 months 294 .22 56 238 .20
24 months 2,005 1.49 471 1,534 1.26
30 months 770 .57 (110) 880 .73
36 months 110 .08 72 38 .03
48 months 5,194 3.86 379 4,815 3.95
60 months 19,290 14.35 (627) 19,917 16.36
72 months 521 .39 (64) 585 .48
96 months 970 .72 87 883 .73
Special term IRAs 66 .05 66 --- ---
-------- ------ ------- -------- ------
Total certificates 90,616 67.42 5,759 84,857 69.69
-------- ------ ------- -------- ------
Total deposits $134,415 100.00% $12,645 $121,770 100.00%
======== ====== ======= ======== ======
</TABLE>
BORROWINGS. Although deposits are Marion Capital's primary source of funds,
Marion Capital's policy has been to utilize borrowings when they are a less
costly source of funds than deposits (taking into consideration the FDIC
insurance premiums payable on deposits) or can be invested at a positive spread.
First Federal often funds originations of its commercial real estate loans with
a simultaneous borrowing from the FHLB of Indianapolis to assure a profit above
its cost of funds.
Marion Capital's borrowings consist of advances from the FHLB of Indianapolis
upon the security of FHLB stock and certain mortgage loans. Such advances are
made pursuant to several different credit programs each of which has its own
interest rate and range of maturities. The maximum amount that the
FHLB-Indianapolis will advance to
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member associations, including First Federal , for purposes other than meeting
withdrawals, fluctuates from time to time in accordance with policies of the
FHLB of Indianapolis. At June 30, 2000, FHLB of Indianapolis advances totaled
$29.0 million, representing 14.6% of total assets.
The following table sets forth the maximum month-end balance and average balance
of FHLB advances for the periods indicated, and weighted average interest rates
paid during the periods indicated and as of the end of each of the periods
indicated.
<TABLE>
<CAPTION>
At or for the Year
Ended June 30,
-----------------------------------------------
2000 1999 1998
-----------------------------------------------
(Dollars in Thousands)
<S> <C> <C> <C>
FHLB Advances:
Average balance outstanding.............................. $23,313 $15,132 $10,840
Maximum amount outstanding at any month-end
during the period....................................... 29,526 16,272 13,684
Weighted average interest rate during the period......... 6.25% 6.07% 6.01%
Weighted average interest rate at end of period......... 6.42% 6.02% 6.08%
</TABLE>
There are regulatory restrictions on advances from the FHLBs. See "Regulation -
Federal Home Loan Bank System" and "- Qualified Thrift Lender." These
limitations are not expected to have any impact on Marion Capital's ability to
borrow from the FHLB of Indianapolis. Marion Capital does not anticipate any
problem obtaining advances appropriate to meet its requirements in the future,
if such advances should become necessary.
SELECTED RATIOS
<TABLE>
<CAPTION>
Year Ended June 30,
---------------------------------------------
2000 1999 1998
---------------------------------------------
<S> <C> <C> <C>
Return on assets......................................................... 1.25% 1.09% 1.25%
Return on equity......................................................... 7.78 6.15 5.94
Dividend payout ratio (based on diluted earnings per share).............. 49.44 64.71 68.22
Average equity to average assets ratio................................... 16.13 17.63 21.00
</TABLE>
SERVICE CORPORATION SUBSIDIARY
OTS regulations permit federal savings associations to invest in the capital
stock, obligations, or other specified types of securities of subsidiaries
(referred to as "service corporations") and to make loans to such subsidiaries
and joint ventures in which such subsidiaries are participants in an aggregate
amount not exceeding 2% of an association's assets, plus an additional 1% of
assets if the amount over 2% is used for specified community or inner-city
development purposes. In addition, federal regulations permit associations to
make specified types of loans to such subsidiaries (other than special-purpose
finance subsidiaries), in which the association owns more than 10% of the stock,
in an aggregate amount not exceeding 50% of the association's regulatory capital
if the association's regulatory capital is in compliance with applicable
regulations. Current law requires a savings association that acquires a
non-savings association subsidiary, or that elects to conduct a new activity
within a subsidiary, to give the FDIC and the OTS at least 30 days advance
written notice. The FDIC may, after consultation with the OTS, prohibit specific
activities if it determines such activities pose a serious threat to the Savings
Association Insurance Fund ("SAIF").
First Federal's only subsidiary, First Marion Service Corporation ("First
Marion") was organized in 1971 and currently is engaged in the sale of tax
deferred annuities pursuant to an arrangement with One System, Inc., a licensed
insurance broker, in Indianapolis and other direct carriers, to a lesser extent.
It also sells mutual funds through an arrangement with Lincoln Financial
Advisors, a licensed securities broker, in Fort Wayne, Indiana. First Marion has
one licensed employee engaged in such sales of tax deferred annuities and mutual
funds. In addition,
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<PAGE>
beginning in July 1995, First Marion began providing 100% financing to borrowers
of First Federal by providing a 20% second mortgage behind First Federal's 80%
mortgage. Such loans amounted to $2.7 million at June 30, 2000.
At June 30, 2000, First Federal's investment in First Marion totaled $2.7
million. During the year ended June 30, 2000, First Marion had net income of
$98,800.
EMPLOYEES
As of June 30, 2000, First Federal employed 44 persons on a full-time basis and
five persons on a part-time basis. None of First Federal's employees are
represented by a collective bargaining group. Management considers its employee
relations to be good.
COMPETITION
First Federal originates most of its loans to and accepts most of its deposits
from residents of Grant and surrounding counties in Indiana. The Decatur branch
was sold to another financial institution in September 1999.
First Federal is subject to competition from various financial institutions,
including state and national banks, state and federal savings institutions,
credit unions, certain non-banking consumer lenders, and other companies or
firms, including brokerage houses and mortgage brokers, that provide similar
services in Grant and surrounding counties. First Federal must also compete with
money market funds and with insurance companies with respect to its individual
retirement accounts.
Under current law, bank holding companies may acquire savings associations.
Savings associations may also acquire banks under federal law. To date, several
bank holding company acquisitions of savings associations in Indiana have been
completed. Affiliations between banks and healthy savings associations based in
Indiana may also increase the competition faced by First Federal and Marion
Capital.
Because of recent changes in Federal law, interstate acquisitions of banks are
less restricted than they were under prior law. Savings associations have
certain powers to acquire savings associations based in other states, and
Indiana law expressly permits reciprocal acquisition of Indiana savings
associations. In addition, Federal savings associations are permitted to branch
on an interstate basis. See "Regulation -- Acquisitions or Dispositions and
Branching."
The primary factors in competing for deposits are interest rates and convenience
of office locations. First Federal competes for loan originations primarily
through the efficiency and quality of services it provides borrowers through
interest rates and loan fees it charges. Competition is affected by, among other
things, the general availability of lendable funds, general and local economic
conditions, current interest rate levels, and other factors which are not
readily predictable.
REGULATION
GENERAL. First Federal Savings Bank of Marion, as a federally chartered savings
bank, is a member of the Federal Home Loan Bank System ("FHLB System") and its
deposits are insured by the FDIC and it is a member of the Savings Association
Insurance Fund (the "SAIF") which is administered by the FDIC. First Federal is
subject to extensive regulation by the OTS. Federal associations may not enter
into certain transactions unless certain regulatory tests are met or they obtain
prior governmental approval and the associations must file reports with the OTS
about their activities and their financial condition. Periodic compliance
examinations of First Federal are conducted by the OTS which has, in conjunction
with the FDIC in certain situations, examination and enforcement powers. This
supervision and regulation are intended primarily for the protection of
depositors and federal deposit insurance funds. First Federal is also subject to
certain reserve requirements under regulations of the Board of Governors of the
Federal Reserve System ("FRB").
An OTS regulation establishes a schedule for the assessment of fees upon all
savings associations to fund the operations of the OTS. The regulation also
establishes a schedule of fees for the various types of applications and
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<PAGE>
filings made by savings associations with the OTS. The general assessment, to be
paid on a semiannual basis, is based upon the savings association's total
assets, including consolidated subsidiaries, as reported in a recent quarterly
thrift financial report. Currently, the quarterly assessment rates range from
.015424% of assets for associations with assets of $67 million or less to
.003388% for associations with assets in excess of $35 billion. First Federal's
semiannual assessment under this assessment scheme, based upon its total assets
at March 31, 2000, was $24,434.
First Federal is also subject to federal and state regulation as to such matters
as loans to officers, directors, or principal shareholders, required reserves,
limitations as to the nature and amount of its loans and investments, regulatory
approval of any merger or consolidation, issuance or retirements of their own
securities, and limitations upon other aspects of banking operations. In
addition, the activities and operations of First Federal are subject to a number
of additional detailed, complex and sometimes overlapping federal and state laws
and regulations. These include state usury and consumer credit laws, state laws
relating to fiduciaries, the Federal Truth-In-Lending Act and Regulation Z, the
Federal Equal Credit Opportunity Act and Regulation B, the Fair Credit Reporting
Act, the Community Reinvestment Act, anti-redlining legislation and anti-trust
laws.
FEDERAL HOME LOAN BANK SYSTEM. First Federal Savings Bank of Marion is a member
of the FHLB of Indianapolis, which is one of twelve regional FHLBs. Each FHLB
serves as a reserve or central bank for its member savings associations and
other financial institutions within its assigned region. It is funded primarily
from funds deposited by savings associations and proceeds derived from the sale
of consolidated obligations of the FHLB System. It makes loans to members (i.e.,
advances) in accordance with policies and procedures established by the Board of
Directors of the FHLB. All FHLB advances must be fully secured by sufficient
collateral as determined by the FHLB. The Federal Housing Finance Board
("FHFB"), an independent agency, controls the FHLB System, including the FHLB of
Indianapolis.
As a member, First Federal is required to purchase and maintain stock in the
FHLB of Indianapolis in an amount equal to at least 1% of its aggregate unpaid
residential mortgage loans, home purchase contracts, or similar obligations at
the beginning of each year. First Federal is currently in compliance with this
requirement. At June 30, 2000, First Federal's investment in stock of the FHLB
of Indianapolis was $1,654,900. The FHLB imposes various limitations on advances
such as limiting the amount of certain types of real estate-related collateral
to 30% of a member's capital and limiting total advances to a member. Interest
rates charged for advances vary depending upon maturity, the cost of funds to
the FHLB of Indianapolis and the purpose of the borrowing.
In past years, First Federal received dividends on its FHLB stock. All twelve
FHLBs are required by law to provide funds for the resolution of troubled
savings associations and to establish affordable housing programs through direct
loans or interest subsidies on advances to members to be used for lending at
subsidized interest rates for low- and moderate-income, owner-occupied housing
projects, affordable rental housing, and certain other community projects. These
contributions and obligations have adversely affected the level of FHLB
dividends paid and could continue to do so in the future. For the year ending
June 30, 2000, dividends paid to First Federal totaled $112,000, for an annual
rate of 8%.
All FHLB advances must be fully secured by sufficient collateral as determined
by the FHLB. Current law prescribes eligible collateral as first mortgage loans
less than 90 days delinquent or securities evidencing interests therein,
securities (including mortgage-backed securities) issued, insured or guaranteed
by the federal government or any agency thereof, FHLB deposits and, to a limited
extent, real estate with readily ascertainable value in which a perfected
security interest may be obtained. Other forms of collateral may be accepted as
over collateralization or, under certain circumstances, to renew outstanding
advances. All long-term advances are required to provide funds for residential
home financing and the FHLB has established standards of community service that
members must meet to maintain access to long-term advances.
LIQUIDITY. Federal regulations require First Federal to maintain minimum levels
of liquid assets (cash, certain time deposits, bankers' acceptances, specified
United States Government, state or federal agency obligations, shares of mutual
funds and certain corporate debt securities and commercial paper) equal to an
amount not less than a specified percentage of its net withdrawable deposit
accounts plus short-term borrowings. This liquidity requirement may be changed
from time to time by the OTS to an amount within the range of 4% to 10%
depending
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<PAGE>
upon economic conditions and savings flows of member institutions. The OTS
recently lowered the level of liquid assets that must be held by a savings
association from 5% to 4% of the association's net withdrawable accounts plus
short-term borrowings based upon the average daily balance of such liquid assets
for each quarter of the association's fiscal year. First Federal has
historically maintained its liquidity ratio at a level in excess of that
required. At June 30, 2000, First Federal's liquidity ratio was 8.5% and has
averaged 8.6% over the past three years. First Federal has never been subject to
monetary penalties for failure to meet its liquidity requirements.
INSURANCE OF DEPOSITS. The FDIC is an independent federal agency that insures
the deposits, up to prescribed statutory limits, of banks and thrifts and
safeguards the safety and soundness of the banking and thrift industries. The
FDIC administers two separate insurance funds, the Bank Insurance Fund (the
"BIF") for commercial banks and state savings banks and the SAIF for savings
associations such as First Federal and banks that have acquired deposits from
savings associations. The FDIC is required to maintain designated levels of
reserves in each fund. As of September 30, 1996, the reserves of the SAIF were
below the level required by law, primarily because a significant portion of the
assessments paid into the SAIF have been used to pay the cost of prior thrift
failures, while the reserves of the BIF met the level required by law in May,
1995. However, on September 30, 1996, provisions designed to recapitalize the
SAIF and eliminate the premium disparity between the BIF and SAIF were signed
into law as further described below.
The FDIC is authorized to establish separate annual assessment rates for deposit
insurance for members of the BIF and members of the SAIF. The FDIC may increase
assessment rates for either fund if necessary to restore the fund's ratio of
reserves to insured deposits to the target level within a reasonable time and
may decrease these rates if the target level has been met. The FDIC has
established a risk-based assessment system for both SAIF and BIF members. Under
this system, assessments vary depending on the risk the institution poses to its
deposit insurance fund. An institution's risk level is determined based on its
capital level and the FDIC's level of supervisory concern about the institution.
On September 30, 1996, President Clinton signed into law legislation which
included provisions designed to recapitalize the SAIF and eliminate the
significant premium disparity between the BIF and the SAIF. Under the new law,
First Federal Savings Bank of Marion was charged a one-time special assessment
equal to $.657 per $100 in assessable deposits at March 31, 1995. First Federal
Savings Bank of Marion recognized this one-time assessment as a non-recurring
operating expense of $777,000 ($469,000 after tax) during the three-month period
ending September 30, 1996. The assessment was fully deductible for both federal
and state income tax purposes. Beginning January 1, 1997, First Federal Savings
Bank of Marion's annual deposit insurance premium was reduced from .23% to
.0648% of total assessable deposits. BIF institutions pay lower assessments than
comparable SAIF institutions because BIF institutions pay only 20% of the rate
being paid by SAIF institutions on their deposits with respect to obligations
issued by the federally-chartered corporation which provided some of the
financing to resolve the thrift crisis in the 1980's ("FICO"). The 1996 law also
provides for the merger of the SAIF and the BIF by 1999, but not until such time
as bank and thrift charters are combined. Until the charters are combined,
savings associations with SAIF deposits may not transfer deposits into the BIF
system without paying various exit and entrance fees, and SAIF institutions will
continue to pay higher FICO assessments. Such exit and entrance fees need not be
paid if a SAIF institution converts to a bank charter or merges with a bank, as
long as the resulting bank continues to pay applicable insurance assessments to
the SAIF, and as long as certain other conditions are met.
REGULATORY CAPITAL. Currently, savings associations are subject to three
separate minimum capital-to-assets requirements: (i) a leverage limit, (ii) a
tangible capital requirement, and (iii) a risk-based capital requirement. The
leverage limit requires that savings associations maintain "core capital" of at
least 3% of total assets. The OTS recently adopted a regulation, which became
effective April 1, 1999, that requires savings associations that receive the
highest supervisory rating for safety and soundness to maintain "core capital"
of at least 3% of total assets. All other savings associations must maintain
core capital of at least 4% of total assets. Core capital is generally defined
as common shareholders' equity (including retained income), noncumulative
perpetual preferred stock and related surplus, certain minority equity interests
in subsidiaries, qualifying supervisory goodwill, purchased mortgage servicing
rights and purchased credit card relationships (subject to certain limits) less
nonqualifying intangibles. Under the tangible capital requirement, a savings
association must maintain tangible capital (core capital less all intangible
assets except purchased mortgage servicing rights which may be included after
making the above-noted adjustment in an amount up to 100% of tangible capital)
of at least 1.5% of total assets. Under the risk-based
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<PAGE>
capital requirements, a minimum amount of capital must be maintained by a
savings association to account for the relative risks inherent in the type and
amount of assets held by the savings association. The risk-based capital
requirement requires a savings association to maintain capital (defined
generally for these purposes as core capital plus general valuation allowances
and permanent or maturing capital instruments such as preferred stock and
subordinated debt less assets required to be deducted) equal to 8.0% of
risk-weighted assets. Assets are ranked as to risk in one of four categories
(0-100%). A credit risk-free asset, such as cash, requires no risk-based
capital, while an asset with a significant credit risk, such as a non-accrual
loan, requires a risk factor of 100%. Moreover, a savings association must
deduct from capital, for purposes of meeting the core capital, tangible capital
and risk- based capital requirements, its entire investment in and loans to a
subsidiary engaged in activities not permissible for a national bank (other than
exclusively agency activities for its customers or mortgage banking
subsidiaries). At June 30, 2000, First Federal was in compliance with all
capital requirements imposed by law.
The OTS has promulgated a rule which sets forth the methodology for calculating
an interest rate risk component to be used by savings associations in
calculating regulatory capital. The OTS has delayed the implementation of this
rule, however. The rule requires savings associations with "above normal"
interest rate risk (institutions whose portfolio equity would decline in value
by more than 2% of assets in the event of a hypothetical 200-basis-point move in
interest rates) to maintain additional capital for interest rate risk under the
risk-based capital framework. If the OTS were to implement this regulation,
First Federal would be exempt from its provisions because it has less than $300
million in assets and its risk-based capital ratio exceeds 12%. First Federal
nevertheless measures its interest rate risk in conformity with the OTS
regulation and, as of June 30, 2000, First Federal's interest rate risk was
within the parameters set forth in the regulation.
If an association is not in compliance with the capital requirements, the OTS is
required to prohibit asset growth and to impose a capital directive that may
restrict, among other things, the payment of dividends and officers'
compensation. In addition, the OTS and the FDIC generally are authorized to take
enforcement actions against a savings association that fails to meet its capital
requirements. These actions may include restricting the operations activities of
the association, imposing a capital directive, cease and desist order, or civil
money penalties, or imposing harsher measures such as appointing a receiver or
conservator or forcing the association to merge into another institution.
PROMPT CORRECTIVE ACTION. The Federal Deposit Insurance Corporation Improvement
Act of 1991, as amended ("FedICIA") requires, among other things, that federal
bank regulatory authorities take "prompt corrective action" with respect to
institutions that do not meet minimum capital requirements. For these purposes,
FedICIA establishes five capital tiers: well capitalized, adequately
capitalized, undercapitalized, significantly undercapitalized, and critically
undercapitalized. At June 30, 2000, First Federal was categorized as "well
capitalized," meaning that its total risk-based capital ratio exceeded 10%, its
Tier I risk-based capital ratio exceeded 6%, its leverage ratio exceeded 5%, and
it was not subject to a regulatory order, agreement or directive to meet and
maintain a specific capital level for any capital measure.
The FDIC may order savings associations which have insufficient capital to take
corrective actions. For example, a savings association which is categorized as
"undercapitalized" would be subject to growth limitations and would be required
to submit a capital restoration plan, and a holding company that controls such a
savings association would be required to guarantee that the savings association
complies with the restoration plan. "Significantly undercapitalized" savings
associations would be subject to additional restrictions. Savings associations
deemed by the FDIC to be "critically undercapitalized" would be subject to the
appointment of a receiver or conservator.
CAPITAL DISTRIBUTIONS REGULATION. The OTS recently adopted a regulation, which
became effective on April 1, 1999, that revised the restrictions that apply to
"capital distributions" by savings associations. The amended regulation defines
a capital distribution as a distribution of cash or other property to a savings
association's owners, made on account of their ownership. This definition
includes a savings association's payment of cash dividends to shareholders, or
any payment by a savings association to repurchase, redeem, retire, or otherwise
acquire any of its shares or debt instruments that are included in total
capital, and any extension of credit to finance an affiliate's acquisition of
those shares or interests. The amended regulation does not apply to dividends
consisting only of a savings association's shares or rights to purchase such
shares.
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<PAGE>
The amended regulation exempts certain savings associations from the requirement
under the previous regulation that all savings associations file either a notice
or an application with the OTS before making any capital distribution. As
revised, the regulation requires a savings association to file an application
for approval of a proposed capital distribution with the OTS if the association
is not eligible for expedited treatment under OTS's application processing
rules, or the total amount of all capital distributions, including the proposed
capital distribution, for the applicable calendar year would exceed an amount
equal to the savings association's net income for that year to date plus the
savings association's retained net income for the preceding two years (the
"retained net income standard"). Application is required by First Federal to pay
dividends in excess of this restriction, and, as of June 30, 2000, First Federal
had approval to pay dividends up to $1,500,000. A savings association must also
file an application for approval of a proposed capital distribution if,
following the proposed distribution, the association would not be at least
adequately capitalized under the OTS prompt corrective action regulations, or if
the proposed distribution would violate a prohibition contained in any
applicable statute, regulation, or agreement between the association and the OTS
or the FDIC.
The amended regulation requires a savings association to file a notice of a
proposed capital distribution in lieu of an application if the association or
the proposed capital distribution do not meet the conditions described above,
and: (1) the savings association will not be at least well capitalized (as
defined under the OTS prompt corrective action regulations) following the
capital distribution; (2) the capital distribution would reduce the amount of,
or retire any part of the savings association's common or preferred stock, or
retire any part of debt instruments such as notes or debentures included in the
association's capital under the OTS capital regulation; or (3) the savings
association is a subsidiary of a savings and loan holding company. Because First
Federal is a subsidiary of a savings and loan holding company, this latter
provision requires that, at a minimum, First Federal must file a notice with the
OTS thirty days before making any capital distributions to Marion Capital.
In addition to these regulatory restrictions, First Federal's Plan of Conversion
imposes additional limitations on the amount of capital distributions it may
make to Marion Capital. The Plan of Conversion requires First Federal to
establish and maintain a liquidation account for the benefit of Eligible Account
Holders and Supplemental Eligible Account Holders and prohibits First Federal
from making capital distributions to Marion Capital if its net worth would be
reduced below the amount required for the liquidation account.
LIMITATIONS ON RATES PAID FOR DEPOSITs. Regulations promulgated by the FDIC
pursuant to FedICIA place limitations on the ability of insured depository
institutions to accept, renew or roll over deposits by offering rates of
interest which are significantly higher than the prevailing rates of interest on
deposits offered by other insured depository institutions having the same type
of charter in the institution's normal market area. Under these regulations,
"well-capitalized" depository institutions may accept, renew or roll such
deposits over without restriction, "adequately capitalized" depository
institutions may accept, renew or roll such deposits over with a waiver from the
FDIC (subject to certain restrictions on payments of rates) and
"undercapitalized" depository institutions may not accept, renew or roll such
deposits over. The regulations contemplate that the definitions of "well
capitalized," "adequately capitalized" and "undercapitalized" will be the same
as the definition adopted by the agencies to implement the corrective action
provisions of FedICIA. First Federal does not believe that these regulations
will have a materially adverse effect on its current operations.
SAFETY AND SOUNDNESS STANDARDS. On February 2, 1995, the federal banking
agencies adopted final safety and soundness standards for all insured depository
institutions. The standards, which were issued in the form of guidelines rather
than regulations, relate to internal controls, information systems, internal
audit systems, loan underwriting and documentation, compensation and interest
rate exposure. In general, the standards are designed to assist the federal
banking agencies in identifying and addressing problems at insured depository
institutions before capital becomes impaired. If an institution fails to meet
these standards, the appropriate federal banking agency may require the
institution to submit a compliance plan. Failure to submit a compliance plan may
result in enforcement proceedings. On August 27, 1996, the federal banking
agencies added asset quality and earning standards to the safety and soundness
guidelines.
REAL ESTATE LENDING STANDARDS. OTS regulations require savings associations to
establish and maintain written internal real estate lending policies. Each
association's lending policies must be consistent with safe and sound banking
practices and appropriate to the size of the association and the nature and
scope of its operations. The
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policies must establish loan portfolio diversification standards; establish
prudent underwriting standards, including loan-to-value limits, that are clear
and measurable; establish loan administration procedures for the association's
real estate portfolio; and establish documentation, approval, and reporting
requirements to monitor compliance with the association's real estate lending
policies. The association's written real estate lending policies must be
reviewed and approved by the association's board of directors at least annually.
Further, each association is expected to monitor conditions in its real estate
market to ensure that its lending policies continue to be appropriate for
current market conditions.
LOANS TO ONE BORROWER. Under OTS regulations, First Federal may not make a loan
or extend credit to a single or related group of borrowers in excess of 15% of
its unimpaired capital and surplus. Additional amounts may be lent, not in
excess of 10% of unimpaired capital and surplus, if such loans or extensions of
credit are fully secured by readily marketable collateral, including certain
debt and equity securities but not including real estate. In some cases, a
savings association may lend up to 30 percent of unimpaired capital and surplus
to one borrower for purposes of developing domestic residential housing,
provided that the association meets its regulatory capital requirements and the
OTS authorizes the association to use this expanded lending authority. At June
30, 2000, First Federal did not have any loans or extensions of credit to a
single or related group of borrowers not in compliance with OTS regulations.
First Federal does not believe that the loans-to-one-borrower limits will have a
significant impact on its business operations or earnings.
Transactions with Affiliates. First Federal and Marion Capital are subject to
Sections 22(h), 23A and 23B of the Federal Reserve Act, which restrict financial
transactions between banks and affiliated companies. The statute limits credit
transactions between a bank and its executive officers and its affiliates,
prescribes terms and conditions for bank affiliate transactions deemed to be
consistent with safe and sound banking practices, and restricts the types of
collateral security permitted in connection with a bank's extension of credit to
an affiliate.
HOLDING COMPANY REGULATION. Marion Capital is regulated as a "non-diversified
unitary savings and loan holding company" within the meaning of the Home Owners'
Loan Act, as amended ("HOLA"), and subject to regulatory oversight of the
Director of the OTS. As such, Marion Capital is registered with the OTS and
thereby subject to OTS regulations, examinations, supervision and reporting
requirements. As a subsidiary of a savings and loan holding company, First
Federal is subject to certain restrictions in its dealings with Marion Capital
and with other companies affiliated with Marion Capital.
The HOLA generally prohibits a savings and loan holding company, without prior
approval of the Director of the OTS, from (i) acquiring control of any other
savings association or savings and loan holding company or controlling the
assets thereof or (ii) acquiring or retaining more than 5 percent of the voting
shares of a savings association or holding company thereof which is not a
subsidiary. Except with the prior approval of the Director of the OTS, no
director or officer of a savings and loan holding company or person owning or
controlling by proxy or otherwise more than 25% of such company's stock may also
acquire control of any savings institution, other than a subsidiary institution,
or any other savings and loan holding company.
Marion Capital's Board of Directors presently intends to continue to operate
Marion Capital as a unitary savings and loan holding company. Under current OTS
regulations, there are generally no restrictions on the permissible business
activities of a unitary savings and loan holding company.
Notwithstanding the above rules as to permissible business activities of unitary
savings and loan holding companies, if the savings association subsidiary of
such a holding company fails to meet the Qualified Thrift Lender ("QTL") test,
then such unitary holding company would become subject to the activities
restrictions applicable to multiple holding companies. (Additional restrictions
on securing advances from the FHLB also apply). See "--Qualified Thrift Lender."
At June 30, 2000, First Federal's asset composition was in excess of that
required to qualify First Federal as a Qualified Thrift Lender.
If Marion Capital were to acquire control of another savings institution other
than through a merger or other business combination with First Federal , Marion
Capital would thereupon become a multiple savings and loan holding company.
Except where such acquisition is pursuant to the authority to approve emergency
thrift
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acquisitions and where each subsidiary savings association meets the QTL test,
the activities of Marion Capital and any of its subsidiaries (other than First
Federal or other subsidiary savings associations) would thereafter be subject to
further restrictions. The HOLA provides that, among other things, no multiple
savings and loan holding company or subsidiary thereof which is not a savings
association shall commence or continue for a limited period of time after
becoming a multiple savings and loan holding company or subsidiary thereof, any
business activity other than (i) furnishing or performing management services
for a subsidiary savings association, (ii) conducting an insurance agency or
escrow business, (iii) holding, managing, or liquidating assets owned by or
acquired from a subsidiary savings institution, (iv) holding or managing
properties used or occupied by a subsidiary savings institution, (v) acting as
trustee under deeds of trust, (vi) those activities previously directly
authorized by the FSLIC by regulation as of March 5, 1987, to be engaged in by
multiple holding companies or (vii) those activities authorized by the FRB as
permissible for bank holding companies, unless the Director of the OTS by
regulation prohibits or limits such activities for savings and loan holding
companies. Those activities described in (vii) above must also be approved by
the Director of the OTS prior to being engaged in by a multiple holding company.
The Director of the OTS may also approve acquisitions resulting in the formation
of a multiple savings and loan holding company which controls savings
associations in more than one state, if the multiple savings and loan holding
company involved controls a savings association which operated a home or branch
office in the state of the association to be acquired as of March 5,1987, or if
the laws of the state in which the institution to be acquired is located
specifically permit institutions to be acquired by state-chartered institutions
or savings and loan holding companies located in the state where the acquiring
entity is located (or by a holding company that controls such state-chartered
savings institutions). Also, the Director of the OTS may approve an acquisition
resulting in a multiple savings and loan holding company controlling savings
associations in more than one state in the case of certain emergency thrift
acquisitions.
Indiana law permits federal and state savings association holding companies with
their home offices located outside of Indiana to acquire savings associations
whose home offices are located in Indiana and savings association holding
companies with their principal place of business in Indiana ("Indiana Savings
Association Holding Companies") upon receipt of approval by the Indiana
Department of Financial Institutions. Moreover, Indiana Savings Association
Holding Companies may acquire savings associations with their home offices
located outside of Indiana and savings associations holding companies with their
principal place of business located outside of Indiana upon receipt of approval
by the Indiana Department of Financial Institutions.
No subsidiary savings association of a savings and loan holding company may
declare or pay a dividend on its permanent or nonwithdrawable stock unless it
first gives the Director of the OTS 30 days advance notice of such declaration
and payment. Any dividend declared during such period or without the giving of
such notice shall be invalid.
FEDERAL SECURITIES LAW. The shares of common stock of Marion Capital are
registered with the SEC under the 1934 Act. Marion Capital is subject to the
information, proxy solicitation, insider trading restrictions and other
requirements of the 1934 Act and the rules of the SEC thereunder. If Marion
Capital has fewer than 300 shareholders, it may deregister the shares under the
1934 Act and cease to be subject to the foregoing requirements. Shares of Common
Stock held by persons who are affiliates of Marion Capital may not be resold
without registration or unless sold in accordance with the resale restrictions
of Rule 144 under the 1933 Act. If Marion Capital meets the current public
information requirements under Rule 144, each affiliate of Marion Capital who
complies with the other conditions of Rule 144 (including conditions that
require the affiliate's sale to be aggregated with those of certain other
persons) would be able to sell in the public market, without registration, a
number of shares not to exceed, in any three-month period, the greater of (i) 1%
of the outstanding shares of Marion Capital or (ii) the average weekly volume of
trading in such shares during the preceding four calendar weeks. Qualified
Thrift Lender. Savings associations must meet a QTL test. If First Federal
maintains an appropriate level of qualified thrift investments ("QTIs")
(primarily residential mortgages and related investments, including certain
mortgage-related securities) and otherwise qualifies as a QTL, First Federal
will continue to enjoy full borrowing privileges from the FHLB of Indianapolis.
The required percentage of QTIs is 65% of portfolio assets (defined as all
assets minus intangible assets, property used by the association in conducting
its business and liquid assets equal to 10% of total assets). Certain assets are
subject to a percentage limitation of 20% of portfolio assets. In addition,
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savings associations may include shares of stock of the FHLBs, FNMA, and FHLMC
as QTIs. Compliance with the QTL test is determined on a monthly basis in nine
out of every twelve months.
A savings association which fails to meet the QTL test must either convert to a
bank (but its deposit insurance assessments and payments will be those of and
paid to SAIF) or be subject to the following penalties: (i) it may not enter
into any new activity except for those permissible for a national bank and for a
savings association; (ii) its branching activities shall be limited to those of
a national bank; (iii) it shall not be eligible for any new FHLB advances; and
(iv) it shall be bound by regulations applicable to national banks respecting
payment of dividends. Three years after failing the QTL test the association
must (i) dispose of any investment or activity not permissible for a national
bank and a savings association and (ii) repay all outstanding FHLB advances. If
such a savings association is controlled by a savings and loan holding company,
then such holding company must, within a prescribed time period, become
registered as a bank holding company and become subject to all rules and
regulations applicable to bank holding companies (including restrictions as to
the scope of permissible business activities).
A savings association failing to meet the QTL test may requalify as a QTL if it
thereafter meets the QTL test. In the event of such requalification it shall not
be subject to the penalties described above. A savings association which
subsequently again fails to qualify under the QTL test shall become subject to
all of the described penalties without application of any waiting period.
At June 30, 2000, 74.28% of First Federal's portfolio assets (as defined on that
date) were invested in qualified thrift investments (as defined on that date),
and therefore First Federal's asset composition was in excess of that required
to qualify First Federal as a QTL. Also, First Federal does not expect to
significantly change its lending or investment activities in the near future.
First Federal expects to continue to qualify as a QTL, although there can be no
such assurance.
ACQUISITIONS OR DISPOSITIONS AND BRANCHING. The Bank Holding Company Act
specifically authorizes a bank holding company, upon receipt of appropriate
regulatory approvals, to acquire control of any savings association or holding
company thereof wherever located. Similarly, a savings and loan holding company
may acquire control of a bank. Moreover, federal savings associations may
acquire or be acquired by any insured depository institution. Regulations
promulgated by the FRB restrict the branching authority of savings associations
acquired by bank holding companies. Savings associations acquired by bank
holding companies may be converted to banks if they continue to pay SAIF
premiums, but as such they become subject to branching and activity restrictions
applicable to banks.
Subject to certain exceptions, commonly controlled banks and savings
associations must reimburse the FDIC for any losses suffered in connection with
a failed bank or savings association affiliate. Institutions are commonly
controlled if one is owned by another or if both are owned by the same holding
company. Such claims by the FDIC under this provision are subordinate to claims
of depositors, secured creditors, and holders of subordinated debt, other than
affiliates.
The OTS has adopted regulations which permit nationwide branching to the extent
permitted by federal statute. Federal statutes permit federal savings
associations to branch outside of their home state if the association meets the
domestic building and loan test in ss.7701(a)(19) of the Code or the asset
composition test of ss.7701(c) of the Code. Branching that would result in the
formation of a multiple savings and loan holding company controlling savings
associations in more than one state is permitted if the law of the state in
which the savings association to be acquired is located specifically authorizes
acquisitions of its state-chartered associations by state- chartered
associations or their holding companies in the state where the acquiring
association or holding company is located. Moreover, Indiana banks and savings
associations are permitted to acquire other Indiana banks and savings
associations and to establish branches throughout Indiana.
Finally, the Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994
(the "Riegle-Neal Act") permits bank holding companies to acquire banks in other
states and, with state consent and subject to certain limitations, allows banks
to acquire out-of-state branches either through merger or de novo expansion. The
State of Indiana
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enacted legislation establishing interstate branching provisions for Indiana
state-chartered banks consistent with those established by the Riegle-Neal Act
(the "Indiana Branching Law"). The Indiana Branching Law authorizes Indiana
banks to branch interstate by merger or de novo expansion, provided that such
transactions are not permitted to out-of-state banks unless the laws of their
home states permit Indiana banks to merge or establish de novo banks on a
reciprocal basis. The Indiana Branching Law became effective March 15, 1996.
COMMUNITY REINVESTMENT ACT MATTERS. Federal law requires that ratings of
depository institutions under the Community Reinvestment Act of 1977 ("CRA") be
disclosed. The disclosure includes both a four-unit descriptive rating --
outstanding, satisfactory, unsatisfactory and needs improvement -- and a written
evaluation of each institution's performance. Each FHLB is required to establish
standards of community investment or service that its members must maintain for
continued access to long-term advances from the FHLBs. The standards take into
account a member's performance under the CRA and its record of lending to
first-time home buyers. The examiners have determined that First Federal has a
satisfactory record of meeting community credit needs.
TAXATION
FEDERAL TAXATION. Historically, savings associations, such as First Federal ,
have been permitted to compute bad debt deductions using either First Federal
experience method or the percentage of taxable income method. However, for years
beginning after December 31, 1995, First Federal is not able to use the
percentage of taxable income method of computing its allowable tax bad debt
deduction. First Federal will be required to compute its allowable deduction
using the experience method. As a result of the repeal of the percentage of
taxable income method, reserves taken after 1987 using the percentage of taxable
income method generally must be included in future taxable income over a
six-year period, although a two-year delay may be permitted for institutions
meeting a residential mortgage loan origination test. In addition, the pre-1988
reserve, for which no deferred taxes have been recorded, will not have to be
recaptured into income unless (i) First Federal no longer qualifies as a bank
under the Code, or (ii) excess dividends are paid out by First Federal.
Depending on the composition of its items of income and expense, a savings
association may be subject to the alternative minimum tax. A savings association
must pay an alternative minimum tax equal to the amount (if any) by which 20% of
alternative minimum taxable income ("AMTI"), as reduced by an exemption varying
with AMTI, exceeds the regular tax due. AMTI equals regular taxable income
increased or decreased by certain tax preferences and adjustments, including
depreciation deductions in excess of that allowable for alternative minimum tax
purposes, tax-exempt interest on most private activity bonds issued after August
7, 1986 (reduced by any related interest expense disallowed for regular tax
purposes), the amount of the bad debt reserve deduction claimed in excess of the
deduction based on the experience method and 75% of the excess of adjusted
current earnings over AMTI (before this adjustment and before any alternative
tax net operating loss). AMTI may be reduced only up to 90% by net operating
loss carryovers, but alternative minimum tax paid that is attributable to most
preferences can be credited against regular tax due in later years.
STATE TAXATION. First Federal is subject to Indiana's Financial Institutions Tax
("FIT"), which is imposed at a flat rate of 8.5% on "adjusted gross income."
"Adjusted gross income," for purposes of FIT, begins with taxable income as
defined by Section 63 of the Code and, thus, incorporates federal tax law to the
extent that it affects the computation of taxable income. Federal taxable income
is then adjusted by several Indiana modifications the most notable of which is
the required addback of interest that is tax-free for federal income tax
purposes. Other applicable state taxes include generally applicable sales and
use taxes plus real and personal property taxes.
Marion Capital's state income tax returns have not been audited in the last five
years.
OTHER. The Securities and Exchange Commission maintains a Web site that contains
reports, proxy information statements, and other information regarding
registrants that file electronically with the Commission, including Marion
Capital. The address is (http://www.sec.gov).
At June 30, 2000, First Federal conducted its business from its main office at
100 West Third Street, Marion, Indiana, and two branch offices. Two of the
full-service offices are owned by First Federal.
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The following table provides certain information with respect to First Federal's
offices as of June 30, 2000:
<TABLE>
<CAPTION>
Total Net Book
Deposits Value of
at Property, Approximate
Owned or Year June 30, Furniture & Square
Leased Opened 2000 Fixtures Footage
-------- ------ -------- ---------- -----------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C>
Description and Address
-----------------------
Main Office in Marion Owned 1936 $113,458 $1,395 17,949
100 West Third Street
Walmart Supercenter in Marion Leased 1997 4,320 138 540
3240 S. Western
Location in Gas City Owned 1997 12,905 162 2,276
1010 E. Main Street
</TABLE>
First Federal opened its first automated teller machine in May, 1995 at its
Marion branch and now maintains an ATM at each branch location.
First Federal owns computer and data processing equipment which is used for
transaction processing and accounting. The net book value of electronic data
processing equipment owned by First Federal was $190,000 at June 30, 2000.
First Federal also has contracted for the data processing and reporting services
of BISYS, Inc. in Houston, Texas. The cost of these data processing services is
approximately $26,500 per month.
LEGAL MATTERS
The validity of the MUTUALFIRST common stock to be issued in connection with the
merger will be passed upon by Silver, Freedman & Taff, L.L.P., 1100 New York
Avenue, N.W., Suite 700, Washington, D.C. 20005.
EXPERTS
The consolidated financial statements of MUTUALFIRST and subsidiaries as of
December 31, 1999 and 1998, and for each of the years in the three year period
ended December 31, 1999, included in the registration statement of which this
joint proxy statement/prospectus is a part, have been audited by Olive LLP,
independent auditors, as stated in their report appearing herein, and have been
so included in reliance upon the report of such firm given upon their authority
as experts in accounting and auditing.
The consolidated financial statements of Marion Capital and subsidiaries as of
June 30, 2000 and 1999, and for each of the years in the three year period ended
June 30, 2000, included in the registration statement of which this joint proxy
statement/prospectus is a part, have been audited by Olive LLP, independent
auditors, as stated in their report appearing herein, and have been so included
in reliance upon the report of such firm given upon their authority as experts
in accounting and auditing.
FUTURE SHAREHOLDER PROPOSALS
In order to be eligible for inclusion in MUTUALFIRST's proxy materials for next
year's annual meeting of shareholders, any shareholder proposal must be received
at MUTUALFIRST's executive office at 110 E. Charles Street, Muncie, Indiana
47305-2400 no later than November 24, 2000. Any such proposal shall be subject
to the requirements of the proxy rules adopted under the Securities Exchange Act
of 1934, as amended. Otherwise, any shareholder proposal to take action at such
meeting must be received at MUTUALFIRST's executive office no later than January
26, 2001 and no earlier than December 27, 2000; provided, however, that in the
event that the date of the annual
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meeting is held before March 27, 2001, or after June 25, 2001, the shareholder
proposal must be received not later than the close of business on the later of
the 90th day prior to such annual meeting or the tenth day following the day on
which notice of the date of the annual meeting was mailed or public announcement
of the date of such meeting was first made. All shareholder proposals must also
comply with MUTUALFIRST's bylaws and Maryland law.
If the merger takes place, Marion Capital will have no more annual meetings. If
the merger does not take place, any Marion Capital shareholder who wished to
submit a shareholder proposal for possible inclusion in the proxy statement and
proxy for Marion Capital's 2000 annual meeting of shareholders must do within a
reasonable time before Marion Capital prints and mails it proxy materials for
such meeting. Any such proposal should be sent to the attention of the Secretary
of Marion Capital at 100 West Third Street, Marion, Indiana 46952. A shareholder
proposal being submitted outside the processes of Rule 14a-8 promulgated under
the Securities Exchange Act of 1934 will be considered untimely if not received
in a reasonable time before Marion Capital mails its proxy materials for the
2000 annual meeting. If Marion Capital receives notice of such proposal after
such time, each proxy that Marion Capital receives will confer upon it the
discretionary authority to vote on the proposal in the manner the proxies deem
appropriate.
WHERE YOU CAN FIND MORE INFORMATION
MUTUALFIRST and Marion Capital file annual, quarterly and current reports, proxy
statements and other information with the SEC. You may read and copy such
information at the following public reference rooms of the SEC:
450 Fifth Street, N.W. 7 World Trade Center Citicorp Center
Room 1024 Suite 1300 500 West Madison Street
Washington, D.C. 20549 New York, NY 10048 Suite 1400
Chicago, IL 60661-2511
Please call the SEC at 1-800-SEC-0330 for further information on the public
reference rooms. Our SEC filings are also available to the public from
commercial document retrieval services and at the world wide web site maintained
by the SEC at "http://www.sec.gov." You may also obtain copies of such
information by mail from the Public Reference Section of the SEC, at 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates.
MUTUALFIRST filed with the SEC a registration statement on Form S-4 under the
Securities Act of 1933 to register the shares of MUTUALFIRST common stock to be
issued to Marion Capital shareholders in the merger. This document is a part of
that registration statement and constitutes a prospectus of MUTUALFIRST in
addition to being a proxy statement of MUTUALFIRST and Marion Capital for their
shareholder meetings. As permitted by SEC rules, this document does not contain
all the information contained in the registration statement or the exhibits to
the registration statement. Such additional information may be inspected and
copied as set forth above.
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT. WE HAVE NOT
AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT FROM WHAT IS
CONTAINED IN THIS DOCUMENT. YOU SHOULD NOT ASSUME THAT THE INFORMATION CONTAINED
IN THIS DOCUMENT IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE OF THIS
DOCUMENT, AND NEITHER THE MAILING OF THIS DOCUMENT TO SHAREHOLDERS NOR THE
ISSUANCE OF MUTUALFIRST COMMON STOCK IN THE MERGER SHALL CREATE ANY IMPLICATION
TO THE CONTRARY.
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Table of Contents
Page
----
MutualFirst Financial, Inc. and Subsidiary
Independent Auditor's Report F-2
Consolidated Balance Sheet, Years ended December 31, 1999, 1998 F-3
Consolidated Statement of Income, Years ended December 31, 1999,
1998 and 1997 F-4
Consolidated Statement of Stockholders' Equity, Years ended
December 31, 1999, 1998 and 1997 F-5
Consolidated Statement of Cash Flows, Years ended December 31,
1999, 1998 and 1997 F-6
Notes to Consolidated Financial Statements F-7
Consolidated Balance Sheet (unaudited) for the Six Months ended
June 30, 2000 and Year ended December 31, 1999 F-27
Consolidated Condensed Statement of Income (unaudited) for the Three
Months ended June 30, 1999 and 2000 and Six Months ended June 30,
1999 and 2000 F-28
Consolidated Condensed Statement of Stockholders' Equity (unaudited)
for the Six Months ended June 30, 2000 F-29
Consolidated Condensed Statement of Cash Flows (unaudited) for the
Six months ended June 30, 2000 and June 30, 1999 F-30
Notes to Consolidated Financial Statements F-31
Marion Capital Holdings, Inc. and Subsidiaries
Independent Auditor's Report F-32
Consolidated Statement of Financial Condition, Years ended
June 30, 2000 and 1999 F-33
Consolidated Statement of Income, Years ended June 30, 2000, 1999
and 1998 F-34
Consolidated Statement of Shareholders' Equity, Years ended
June 30, 1998, 1999 and 2000 F-35
Consolidated Statement of Cash Flows, Years ended
June 30, 2000, 1999 and 1998 F-36
Notes to Consolidated Financial Statements F-37
______________
1In March 2000, MFS Financial, Inc., changed its corporate name to
MutualFirst Financial, Inc. Accordingly, all references to MFS Financial in the
following pages include, and are applicable to MutualFirst Financial, Inc.
F-1
<PAGE>
Independent Auditor's Report
Board of Directors
MFS Financial, Inc. and Subsidiary
Muncie, Indiana
We have audited the accompanying consolidated balance sheet of MFS
Financial, Inc. and subsidiary as of December 31, 1999 and 1998, and the
related consolidated statements of income, stockholders' equity, and cash
flows for each of the three years in the period ended December 31, 1999.
These consolidated financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements described above
present fairly, in all material respects, the consolidated financial
position of MFS Financial, Inc. and subsidiary as of December 31, 1999 and
1998, and the results of their operations and their cash flows for each of
the three years in the period ended December 31, 1999 in conformity with
generally accepted accounting principles.
Olive LLP
Indianapolis, Indiana February 4, 2000
F-2
<PAGE>
<TABLE>
<CAPTION>
MFS Financial, Inc. and Subsidiary
Consolidated Balance Sheet
December 31 1999 1998
---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Assets
Cash and due from banks $ 19,217,186 $ 11,368,571
Interest-bearing demand deposits 765,945 1,569,531
-----------------------------------
Cash and cash equivalents 19,983,131 12,938,102
Trading assets, at fair value 1,234,884
Investment securities
Available for sale 29,598,800 14,207,620
Held to maturity (fair value of $12,016,000 and $11,021,000) 12,449,013 11,003,674
-----------------------------------
Total investment securities 42,047,813 25,211,294
Loans, net of allowance for loan losses of $3,652,073 and $3,423,650 442,786,919 398,146,043
Premises and equipment 7,800,460 7,728,569
Federal Home Loan Bank stock 5,338,500 3,612,400
Investment in limited partnerships 5,274,840 5,265,796
Cash surrender value of life insurance 10,806,957 9,350,000
Foreclosed assets 728,737 45,911
Interest receivable 2,652,959 2,186,552
Core deposit intangibles and goodwill 1,466,928 1,702,465
Deferred income tax benefit 2,670,886 1,024,450
Other assets 1,730,426 2,303,843
-----------------------------------
Total assets $544,523,440 $469,515,425
===================================
Liabilities
Deposits
Noninterest bearing $ 14,360,929 $ 14,884,904
Interest bearing 350,243,469 351,114,505
-----------------------------------
Total deposits 364,604,398 365,999,409
Securities sold under repurchase agreements 840,000
Federal Home Loan Bank advances 72,289,384 50,632,307
Note payable 1,768,354 1,829,711
Advances by borrowers for taxes and insurance 1,289,179 1,260,298
Interest payable 2,153,475 2,327,966
Other liabilities 4,866,330 3,619,938
-----------------------------------
Total liabilities 447,811,120 425,669,629
-----------------------------------
Commitments and Contingencies
Stockholders' Equity
Preferred stock, $.01 par value
Authorized and unissued--5,000,000 shares
Common stock, $.01 par value
Authorized--20,000,000 shares
Issued and outstanding--5,819,611 shares 58,196
Additional paid-in capital 56,740,190
Retained earnings 44,647,767 43,801,385
Accumulated other comprehensive income (loss) (284,047) 44,411
Unearned employee stock ownership plan (ESOP) shares (4,449,786)
-----------------------------------
Total stockholders' equity 96,712,320 43,845,796
-----------------------------------
Total liabilities and stockholders' equity $544,523,440 $469,515,425
===================================
</TABLE>
See notes to consolidated financial statements.
F-3
<PAGE>
<TABLE>
<CAPTION>
MFS Financial, Inc. and Subsidiary
Consolidated Statement of Income
Year Ended December 31 1999 1998 1997
---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Interest and Dividend Income
Loans receivable $32,739,166 $32,488,310 $32,241,792
Trading account securities, at fair value 66,535 19,983 39,203
Investment securities
Mortgage-backed securities 323,266 329,093 334,605
Federal Home Loan Bank stock 317,938 277,765 288,838
Other investment securities 1,203,727 999,945 964,289
Deposits with financial institutions 160,812 358,346 216,646
-----------------------------------------------
Total interest and dividend income 34,811,444 34,473,442 34,085,373
-----------------------------------------------
Interest Expense
Deposits 15,854,093 16,442,842 15,403,164
Federal Home Loan Bank advances 3,350,567 3,223,168 3,647,970
Other interest expense 37,598 23,685 31,421
-----------------------------------------------
Total interest expense 19,242,258 19,689,695 19,082,555
-----------------------------------------------
Net Interest Income 15,569,186 14,783,747 15,002,818
Provision for loan losses 760,000 1,265,000 700,000
-----------------------------------------------
Net Interest Income After Provision for Loan Losses 14,809,186 13,518,747 14,302,818
-----------------------------------------------
Other Income
Service fee income 1,728,487 1,544,398 1,315,902
Net realized gains on sales of available-for-sale securities 32,326 1,000 3,000
Net trading assets profit (loss) (189,741) 24,922 31,173
Equity in losses of limited partnerships (11,702) (14,435) (311,874)
Commissions 486,706 420,414 504,193
Net gains on loan sales 805,676 184,828
Increase in cash surrender value of life insurance 490,957 383,856 240,000
Other income 314,817 262,302 115,701
-----------------------------------------------
Total other income 2,851,850 3,428,133 2,082,923
-----------------------------------------------
Other Expenses
Salaries and employee benefits 7,235,933 6,115,471 5,548,356
Net occupancy expenses 655,494 636,396 609,199
Equipment expenses 829,058 613,329 680,395
Data processing fees 472,621 479,001 477,643
Advertising and promotion 412,604 462,632 401,419
Charitable contributions 4,569,937 97,116 68,743
Other expenses 2,501,003 2,354,715 2,305,010
-----------------------------------------------
Total other expenses 16,676,650 10,758,660 10,090,765
-----------------------------------------------
Income Before Income Tax 984,386 6,188,220 6,294,976
Income tax expense 138,004 2,049,000 2,160,000
-----------------------------------------------
Net Income $ 846,382 $ 4,139,220 $ 4,134,976
===============================================
</TABLE>
See notes to consolidated financial statements.
F-4
<PAGE>
<TABLE>
<CAPTION>
MFS Financial, Inc. and Subsidiary
Consolidated Statement of Stockholders' Equity
Common Stock Accumulated
----------------------- Other
Additional Comprehensive Unearned
Shares Paid-in Comprehensive Retained Income ESOP
Outstanding Amount Capital Income Earnings (Loss) Shares Total
----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balances, January 1, 1997 $35,527,189 $ (47,800) $35,479,389
Comprehensive income
Net income $4,134,976 4,134,976 4,134,976
Other comprehensive
income, net of tax
Unrealized gains on
securities, net of
reclassification
adjustment 45,295 45,295 45,295
------------
Comprehensive income $4,180,271
-----------------------------------============---------------------------------------------------
Balances, December 31, 1997 39,662,165 (2,505) 39,659,660
Comprehensive income
Net income $4,139,220 4,139,220 4,139,220
Other comprehensive
income, net of tax
Unrealized gains on
securities, net of
reclassification
adjustment 46,916 46,916 46,916
------------
Comprehensive income $4,186,136
-----------------------------------============---------------------------------------------------
Balances, December 31, 1998 43,801,385 44,411 43,845,796
Comprehensive income
Net income $846,382 846,382 846,382
Other comprehensive
loss, net of tax
Unrealized losses on
securities, net of
reclassification
adjustment (328,458) (328,458) (328,458)
------------
Comprehensive income $517,924
============
Stock issued in
conversion, net of
costs 5,595,780 $55,958 $54,510,552 54,566,510
Stock contributed to
charitable foundation 223,831 2,238 2,236,072 2,238,310
Contribution of
unearned ESOP shares $(4,655,680) (4,655,680)
ESOP shares earned (6,434) 205,894 199,460
----------------------------------- ------------------------------------------------
Balances, December 31, 1999 5,819,611 $58,196 $56,740,190 $44,647,767 $(284,047) $(4,449,786$96,712,320
=================================== ================================================
</TABLE>
See notes to consolidated financial statements.
F-5
<PAGE>
<TABLE>
<CAPTION>
MFS Financial, Inc. and Subsidiary
Consolidated Statement of Cash Flows
Year Ended December 31 1999 1998 1997
------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Operating Activities
Net income $ 846,382 $ 4,139,220 $ 4,134,976
Adjustments to reconcile net income to net cash
provided by operating activities
Provision for loan losses 760,000 1,265,000 700,000
Common stock contributed to charitable foundation 2,238,310
Securities gains (32,326) (1,000) (3,000)
Net loss on disposal of premise and equipment 19,301
Net loss on sale of real estate owned 58,676 137,112
Securities amortization (accretion), net (15,813) (26,390) 90
ESOP shares earned 199,460
Equity in losses of limited partnerships 11,702 14,435 311,874
Amortization of net loan origination costs 1,371,722 842,251 840,125
Amortization of core deposit intangibles and goodwill 235,537 246,194 33,078
Depreciation and amortization 802,486 570,184 616,787
Deferred income tax (1,418,864) 282,942 (269,454)
Loans originated for sale (16,295,533) (5,706,313)
Proceeds from sales on loans held for sale 35,447,044 5,743,831
Gains on sales of loans held for sale (548,491) (37,518)
Change in
Trading account securities (1,234,884) 454,732
Interest receivable (466,407) 192,210 (47,054)
Other assets 573,417 (847,971) 106,847
Interest payable (174,491) (141,538) 33,975
Other liabilities 1,246,392 (542,445) 405,047
Increase in cash surrender value of life insurance (490,957) (383,856) (240,000)
Other adjustments 6,646 258,439
--------------------------------------------
Net cash provided by operating activities 4,510,342 24,375,315 7,336,462
--------------------------------------------
Investing Activities
Purchases of securities available for sale (25,866,267) (7,016,986) (10,828,305)
Proceeds from maturities and paydowns of securities available for sale 1,711,883 2,150,076 894,391
Proceeds from sales of securities available for sale 8,252,785 4,115,510 9,415,998
Purchases of securities held to maturity (8,463,897) (11,793,604) (5,684,297)
Proceeds from maturities and paydowns of securities held to maturity 7,021,088 10,973,718 4,505,500
Net change in loans (47,744,581) (20,685,925) (24,212,540)
Purchases of premises and equipment (874,377) (1,461,965) (903,571)
Proceeds from real estate owned sales 266,798 1,565,489 52,425
Purchase of FHLB of Indianapolis stock (1,726,100) (241,700)
Purchase of interest in limited partnership (2,085,000)
Distribution from (to) limited partnership (20,746) 55,074 137,098
Purchases of insurance contracts (966,000) (3,000,000) (300,000)
Cash received on branch acquisition 309,413 11,903,914
Other investing activities (36,319) (22,778) 118,676
--------------------------------------------
Net cash used by investing activities (68,445,733) (26,896,978) (15,142,411)
--------------------------------------------
Financing Activities
Net change in
Noninterest-bearing, interest-bearing demand and savings deposits 1,275,554 23,571,794 (9,259,396)
Certificates of deposits (2,670,565) (2,784,446) 9,811,301
Securities sold under repurchase agreements 840,000 (1,400,000)
Repayment of note payable (61,357) (25,566)
Proceeds from FHLB advances 157,000,000 53,700,000 113,195,000
Repayment of FHLB advances (135,342,923) (69,322,214) (106,649,421)
Net change in advances by borrowers for taxes and insurance 28,881 (28,351) (83,756)
Proceeds from sale of common stock, net of costs 49,910,830
--------------------------------------------
Net cash provided by financing activities 70,980,420 5,111,217 5,613,728
--------------------------------------------
Net Change in Cash and Cash Equivalents 7,045,029 2,589,554 (2,192,221)
Cash and Cash Equivalents, Beginning of Year 12,938,102 10,348,548 12,540,769
--------------------------------------------
Cash and Cash Equivalents, End of Year $19,983,131 $12,938,102 $10,348,548
============================================
Additional Cash Flows Information
Interest paid $19,416,749 $19,831,233 $19,048,580
Income tax paid 1,716,402 2,524,700 2,449,536
Transfers from loans to foreclosed real estate 971,983 128,288 1,873,356
Note payable issued for investment in limited partnership 1,855,277
Loans transferred to loans held for sale 18,603,020
Mortgage servicing rights capitalized 257,185 146,828
Common stock issued to ESOP leveraged with an employee loan 4,655,680
</TABLE>
See notes to consolidated financial statements.
F-6
<PAGE>
MFS Financial, Inc. and Subsidiary
Notes to Consolidated Financial Statements
(Table Dollar Amounts in Thousands)
Note 1 -- Nature of Operations and Summary of Significant Accounting Policies
The accounting and reporting policies of MFS Financial, Inc. (Company) and its
wholly owned subsidiary, Mutual Federal Savings Bank (Bank) and the Bank's
wholly owned subsidiaries, First MFSB Corporation and Third MFSB Corporation,
conform to generally accepted accounting principles and reporting practices
followed by the thrift industry. The more significant of the policies are
described below.
During 1998, Kosciusko Service Corporation, a formerly wholly owned subsidiary
of the Bank, was merged into the Bank.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
The Company is a thrift holding company whose principal activity is the
ownership of the Bank. The Bank operates under a federal thrift charter and
provides full banking services. As a federally chartered thrift, the Bank is
subject to regulation by the Office of Thrift Supervision, and the Federal
Deposit Insurance Corporation.
The Bank generates mortgage, consumer and commercial loans and receives deposits
from customers located primarily in Delaware, Kosciusko, Randolph and
surrounding counties. The Bank's loans are generally secured by specific items
of collateral including real property, consumer assets and business assets.
First MFSB sells various insurance products. Third MFSB offers tax deferred
annuities and long-term health care and life insurance products.
Consolidation--The consolidated financial statements include the accounts of the
Company and the Bank after elimination of all material intercompany
transactions.
Investment Securities--Debt securities are classified as held to maturity when
the Company has the positive intent and ability to hold the securities to
maturity. Securities held to maturity are carried at amortized cost. Debt
securities not classified as held to maturity, or included in the trading
account and marketable equity securities not classified as trading, are
classified as available for sale. Securities available for sale are carried at
fair value with unrealized gains and losses reported separately in accumulated
other comprehensive income, net of tax. Trading account securities are held for
resale in anticipation of short-term market movements and are valued at fair
value. Gains and losses, both realized and unrealized, are included in other
income.
Amortization of premiums and accretion of discounts are recorded using the
interest method as interest income from securities. Realized gains and losses
are recorded as net security gains (losses). Gains and losses on sales of
securities are determined on the specific-identification method.
F-7
<PAGE>
MFS Financial, Inc. and Subsidiary
Notes to Consolidated Financial Statements
(Table Dollar Amounts in Thousands)
Loans are carried at the principal amount outstanding. A loan is impaired when,
based on current information or events, it is probable that the Company will be
unable to collect all amounts due (principal and interest) according to the
contractual terms of the loan agreement. Payments with insignificant delays not
exceeding 90 days outstanding are not considered impaired. Certain nonaccrual
and substantially delinquent loans may be considered to be impaired. The Company
considers its investmen in one-to-four family residential loans and consumer
loans to be homogeneous and therefore excluded from separate identification for
evaluation of impairment. Interest income is accrued on the principal balances
of loans. The accrual of interest on impaired and nonaccrual loans is
discontinued when, in management's opinion, the borrower may be unable to meet
payments as they become due. When interest accrual is discontinued, all unpaid
accrued interest is reversed when considered uncollectible. Interest income is
subsequently recognized only to the extent cash payments are received. Certain
loan fees and direct costs are being deferred and amortized as an adjustment of
yield on the loans over the contractual maturity of the loans.
Allowance for loan losses is maintained to absorb loan losses based on
management's continuing review and evaluation of the loan portfolio and its
judgment as to the impact of economic conditions on the portfolio. The
evaluation by management includes consideration of past loss experience, changes
in the composition of the portfolio, the current condition and amount of loans
outstanding, and the probability of collecting all amounts due. Impaired loans
are measured by the present value of expected future cash flows, or the fair
value of the collateral of the loan, if collateral dependent.
The determination of the adequacy of the allowance for loan losses is based on
estimates that are particularly susceptible to significant changes in the
economic environment and market conditions. Management believes that as of
December 31, 1999, the allowance for loan losses is adequate based on
information currently available. A worsening or protracted economic decline in
the area within which the Company operates would increase the likelihood of
additional losses due to credit and market risks and could create the need for
additional loss reserves.
Premises and equipment are carried at cost net of accumulated depreciation.
Depreciation is computed using the straight-line method based principally on the
estimated useful lives of the assets which range from 3 to 50 years. Maintenance
and repairs are expensed as incurred while major additions and improvements are
capitalized. Gains and losses on dispositions are included in current
operations.
Federal Home Loan Bank stock is a required investment for institutions that are
members of the Federal Home Loan Bank system. The required investment in the
common stock is based on a predetermined formula.
Investment in limited partnerships is recorded using the equity method of
accounting. Losses due to impairment are recorded when it is determined that the
investment no longer has the ability to recover its carrying amount. The
benefits of low income housing tax credits associated with the investment are
accrued when earned.
Foreclosed assets are carried at the lower of cost or fair value less estimated
selling costs. When foreclosed assets are acquired, any required adjustment is
charged to the allowance for loan losses. All subsequent activity is included in
current operations.
F-8
<PAGE>
MFS Financial, Inc. and Subsidiary
Notes to Consolidated Financial Statements
(Table Dollar Amounts in Thousands)
Intangible assets are being amortized primarily on a straight-line and
accelerated basis over a period of 15 years. Such assets are periodically
evaluated as to the recoverability of their carrying value.
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.
Income tax in the consolidated statement of income includes deferred income tax
provisions or benefits for all significant temporary differences in recognizing
income and expenses for financial reporting and income tax purposes. The Company
files consolidated income tax returns with its subsidiary.
Earnings per share will be computed based upon the weighted average common and
potential common shares outstanding during the period subsequent to the Bank's
conversion to a stock savings bank on December 29, 1999. Net income per share
for the periods prior to the conversion is not meaningful.
Reclassifications of certain amounts in the 1998 and 1997 consolidated financial
statements have been made to conform to the 1999 presentation.
Note 2 -- Conversion
On December 29, 1999, the Bank completed the conversion from a federally
chartered mutual institution to a federally chartered stock savings bank and the
formation of the Company as the holding company of the Bank. As part of the
conversion, the Company issued 5,595,780 shares of common stock at $10 per
share. Net proceeds of the Company's stock issuance, after costs of $1,391,000
and excluding the shares issued for the ESOP, were $49,911,000, of which
$27,284,000 was used to acquire 100% of th stock and ownership of the Bank. The
transaction was accounted for at historical cost in a manner similar to that
utilized in a pooling of interests. In connection with the Conversion, the
Company contributed 223,831 shares of common stock and cash of $2,238,000 to
Mutual Federal Savings Bank Charitable Foundation, Inc. (the Foundation), a
charitable foundation dedicated to community development activities in the
Company's market areas. This resulted in the recognition of an additional
$4,477,000 charitable contribution expense for the year ended December 31, 1999.
Note 3 -- Restriction on Cash
The Bank is required to maintain reserve funds in cash and/or on deposit with
the Federal Reserve Bank. The reserve required at December 31, 1999, was
$2,925,000.
F-9
<PAGE>
MFS Financial, Inc. and Subsidiary
Notes to Consolidated Financial Statements
(Table Dollar Amounts in Thousands)
Note 4 -- Investment Securities
<TABLE>
<CAPTION>
1999
-----------------------------------------------------------------
Gross Gross
Amortized Unrealized Unrealized Fair
December 31 Cost Gains Losses Value
---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Available for sale
Mortgage-backed securities $ 9,517 $25 $(155) $ 9,387
Collateralized mortgage obligations 4,584 (48) 4,536
Federal agencies 2,416 (34) 2,382
Corporate obligations 7,781 (74) 7,707
Marketable equity securities 5,781 (194) 5,587
-----------------------------------------------------------------
Total available for sale 30,079 25 (505) 29,599
-----------------------------------------------------------------
Held to maturity
Federal agencies 10,200 (413) 9,787
Corporate obligations 2,099 (20) 2,079
Municipal obligation 150 150
-----------------------------------------------------------------
Total held to maturity 12,449 (433) 12,016
-----------------------------------------------------------------
Total investment securities $42,528 $25 $(938) $41,615
=================================================================
</TABLE>
<TABLE>
<CAPTION>
1998
-----------------------------------------------------------------
Gross Grosss
Amortized Unrealized Unrealized Fair
December 31 Cost Gains Losses Value
---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Available for sale
Mortgage-backed securities $ 5,129 $171 $ (3) $ 5,297
Federal agencies 1,244 42 1,286
Marketable equity securities 7,761 (136) 7,625
-----------------------------------------------------------------
Total available for sale 14,134 213 (139) 14,208
-----------------------------------------------------------------
Held to maturity
Federal agencies 6,220 13 (13) 6,220
Corporate obligations 4,634 22 (5) 4,651
Municipal 150 150
-----------------------------------------------------------------
Total held to maturity 11,004 35 (18) 11,021
-----------------------------------------------------------------
Total investment securities $25,138 $248 $(157) $25,229
=================================================================
</TABLE>
Marketable equity securities consist of shares in mutual funds which invest in
government obligations and mortgage-backed securities.
F-10
<PAGE>
MFS Financial, Inc. and Subsidiary
Notes to Consolidated Financial Statements
(Table Dollar Amounts in Thousands)
The amortized cost and fair value of securities held to maturity and available
for sale at December 31, 1999, by contractual maturity, are shown below.
Expected maturities will differ from contractual maturities because issuers may
have the right to call or prepay obligations with or without call or prepayment
penalties.
<TABLE>
<CAPTION>
1999
-------------------------------------------------------------------
Available for Sale Held to Maturity
-------------------------------------------------------------------
Amortized Fair Amortized Fair
December 31 Cost Value Cost Value
---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Within one year $ 1,862 $ 1,854
One to five years $ 8,283 $ 8,197 5,944 5,778
Five to ten years 970 956 3,493 3,336
After ten years 501 500 1,150 1,048
-------------------------------------------------------------------
9,754 9,653 12,449 12,016
Mortgage-backed securities 9,517 9,387
Collateralized mortgage obligations 4,584 4,536
Small Business Administration 443 436
Marketable equity securities 5,781 5,587
-------------------------------------------------------------------
Totals $30,079 $29,599 $12,449 $12,016
===================================================================
</TABLE>
Securities with a carrying value of $30,159,000 and $12,803,000 were pledged at
December 31, 1999 and 1998 to secure FHLB advances.
Proceeds from sales of securities available for sale during the years ended
December 31, 1999, 1998 and 1997 were $8,253,000, $4,116,000 and $9,416,000.
Gross gains of $79,000, $1,000 and $3,000 were realized on those sales in 1999,
1998 and 1997. Gross losses of $47,000 were recognized on those sales in 1999.
Trading account securities at December 31, 1999 consisted of U. S. Government
bonds with a fair value of $1,235,000. Unrealized holding losses of $212,000
were included in earnings for the year ended December 31, 1999 and there were no
unrealized holding gains or losses on trading securities included in earnings in
1998 and 1997. Trading account securities with a carrying value of $823,000 were
pledged at December 31, 1999 to secure repurchase agreements.
F-11
<PAGE>
MFS Financial, Inc. and Subsidiary
Notes to Consolidated Financial Statements
(Table Dollar Amounts in Thousands)
Note 5 -- Loans and Allowance
<TABLE>
<CAPTION>
December 31 1999 1998
-----------------------------------------------------------------------------------------
<S> <C> <C>
Loans
Real estate loans
One-to-four family $286,578 $264,461
Multi family 5,544 6,282
Commercial 14,559 10,293
Construction and development 12,470 11,805
----------------------------------
319,151 292,841
----------------------------------
Consumer loans
Auto 19,887 17,820
Home equity 10,585 10,253
Home improvement 14,588 12,108
Mobile home 12,305 15,466
Recreational vehicles 25,629 19,100
Boats 32,374 23,608
Credit cards 2,180 2,281
Other 2,374 3,472
----------------------------------
119,922 104,108
Commercial business loans 10,764 7,285
----------------------------------
449,837 404,234
Undisbursed portion of loans (4,844) (3,353)
Deferred loan fees, and costs, net 1,446 689
Allowance for loan losses (3,652) (3,424)
----------------------------------
Total loans $442,787 $398,146
==================================
</TABLE>
F-12
<PAGE>
MFS Financial, Inc. and Subsidiary
Notes to Consolidated Financial Statements
(Table Dollar Amounts in Thousands)
<TABLE>
<CAPTION>
Year Ended December 31 1999 1998 1997
---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Allowance for loan losses
Balances, January 1 $3,424 $3,091 $2,990
Provision for losses 760 1,265 700
Recoveries on loans 119 106 91
Loans charged off (651) (1,038) (690)
---------------------------------------------
Balances, December 31 $3,652 $3,424 $3,091
=============================================
</TABLE>
Information on impaired loans is summarized below.
<TABLE>
<CAPTION>
December 31 1998
---------------------------------------------------------------------------------------------------------------------------
<S> <C>
Impaired loans with an allowance $504
===============
Allowance for impaired loans included in the Company's allowance for loan losses $100
===============
</TABLE>
<TABLE>
<CAPTION>
Year Ended December 31 1999 1998 1997
---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Average balance of impaired loans $429 $517 $949
Interest income recognized on impaired loans 9 56
Cash-basis interest included above 9 56
</TABLE>
There were no impaired loans at December 31, 1999 and 1997.
Note 6 -- Premises and Equipment
<TABLE>
<CAPTION>
December 31 1999 1998
---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Cost
Land $1,691 $1,557
Buildings and land improvements 8,269 8,213
Equipment 5,236 4,635
------------------------------
Total cost 15,196 14,405
Accumulated depreciation (7,396) (6,676)
------------------------------
Net $7,800 $7,729
==============================
</TABLE>
F-13
<PAGE>
MFS Financial, Inc. and Subsidiary
Notes to Consolidated Financial Statements
(Table Dollar Amounts in Thousands)
Note 7 -- Investment In Limited Partnerships
<TABLE>
<CAPTION>
December 31 1999 1998
---------------------------------------------------------------------------------------------------------------------------
<S> <C>
Pedcor Investments 1988-V (98.97 percent ownership, equity method of accounting) $ 522 $ 523
Pedcor Investments 1990-XIII (99.00 percent ownership, equity method of accounting) 683 696
Pedcor Investments 1990-XI (19.79 percent ownership, at amortized cost) 96 107
Pedcor Investments 1997-XXVlll (99.00 percent ownership, equity method of accounting) 3,974 3,940
-------------------------------
$5,275 $5,266
===============================
</TABLE>
The limited partnerships build, own and operate apartment complexes. The Company
records its equity in the net income or loss of the Pedcor Investments 1988-V,
1990-XIII, and 1997-XXVIII based on the Company's interest in the partnerships.
The Company has recorded its investment in Pedcor Investments 1990-XI, which
represents less than a 20 percent ownership, at amortized cost and records
income when distributions are received. In addition, the Company has recorded
the benefit of low income housing credits of $262,000 for 1999, 1998 and 1997.
Condensed financial statements for Pedcor Investments 1988-V, 1990-XIII, and
1997-XXVIII recorded under the equity method of accounting are as follows:
<TABLE>
<CAPTION>
December 31 1999 1998
--------------------------------------------------------------------------------------------
<S> <C> <C>
Condensed statement of financial condition
Assets
Cash $ 313 $ 198
Land and property 22,401 18,664
Other assets 1,694 6,303
-------------------------------
Total assets $24,408 $25,165
===============================
Liabilities
Notes payable $22,656 $23,021
Other liabilities 820 1,020
-------------------------------
Total liabilities 23,476 24,041
-------------------------------
Partners' equity (deficit)
General partners (2,423) (2,194)
Limited partners 3,355 3,318
-------------------------------
Total partners' equity 932 1,124
-------------------------------
Total liabilities and partners' equity $24,408 $25,165
===============================
</TABLE>
F-14
<PAGE>
MFS Financial, Inc. and Subsidiary
Notes to Consolidated Financial Statements
(Table Dollar Amounts in Thousands)
<TABLE>
<CAPTION>
Year Ended December 31 1999 1998 1997
---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Condensed statement of operations
Total revenue $2,497 $2,389 $2,418
Total expenses 2,499 2,377 2,418
-----------------------------------------
Net income $ (2) $ 12 $ 0
=========================================
</TABLE>
Note 8 -- Deposits
<TABLE>
<CAPTION>
December 31 1999 1998
---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Noninterest-bearing demand $ 14,361 $ 14,885
Interest-bearing demand 38,199 42,354
Regular passbook 37,601 39,418
90-day passbook 2,191 2,824
Money market savings 42,091 33,686
Certificates and other time deposits of $100,000 or more 44,804 36,148
Other certificates 185,357 196,684
-----------------------------------
Total deposits $364,604 $365,999
===================================
</TABLE>
Certificates including other time deposits of $100,000 or more maturing in years
ending December 31:
2000 $158,502
2001 55,516
2002 7,848
2003 4,535
2004 3,760
----------------
$230,161
================
Note 9 -- Securities Sold Under Repurchase Agreements
Securities sold under repurchase agreements consist of obligations of the
Company to other parties. The obligations are secured by U. S. Treasury bonds
and such collateral is held in trust at a financial services company.
There was one outstanding agreement of $840,000 at December 31, 1999 maturing
January 13, 2000 and none at the end of 1998 nor were there any outstanding
agreements at any month-end during 1998. The maximum amount of outstanding
agreements at any month-end during 1999 and 1997 totaled $895,000 and $875,000
respectively. The monthly average of such agreements totaled $400,000, $2,000
and $20,000 for the years ended December 31, 1999, 1998 and 1997.
F-15
<PAGE>
MFS Financial, Inc. and Subsidiary
Notes to Consolidated Financial Statements
(Table Dollar Amounts in Thousands)
Note 10 -- Federal Home Loan Bank Advances
<TABLE>
<CAPTION>
Weighted
Average
Maturities Year Ending December 31 Rate Amount
------------------------------------------------------------------------------
<S> <C> <C>
2000 5.89% $45,205
2001 5.23 1,000
2002 5.91 2,000
2003 5.09 8,131
2004
Thereafter 5.43 15,953
----------------
5.69% $72,289
================
</TABLE>
The terms of a security agreement with the FHLB require the Bank to pledge as
collateral for advances and outstanding letters of credit both qualifying first
mortgage loans and investment securities in an amount equal to at least 170
percent of these advances and letters of credit. Advances are subject to
restrictions or penalties in the event of prepayment.
Note 11 -- Note Payable
The Bank has a noninterest-bearing, unsecured term note payable to Pedcor
Investments 1997-XXVIII, L.P. of $1,768,000 at December 31, 1999 and $1,830,000
at December 31, 1998 payable in semiannual installments through January 1, 2010.
At December 31, 1999 and 1998, the Bank was obligated under an irrevocable
direct pay letter of credit for the benefit of a third party in the amount of
$1,254,000 relating to this note and the financing for an apartment project by
Pedcor Investments 1997-XXVIII L.P. (see Note 7).
Note
Payable
Maturities Year Ending December 31 Pedcor
--------------------------------------------------------------------------------
2000 $ 61
2001 61
2002 61
2003 61
2004 61
Thereafter 1,463
---------------
$1,768
===============
F-16
<PAGE>
MFS Financial, Inc. and Subsidiary
Notes to Consolidated Financial Statements
(Table Dollar Amounts in Thousands)
Note 12 -- Loan Servicing
Loans serviced for others are not included in the accompanying consolidated
balance sheet. The unpaid principal balances of these loans consist of the
following:
<TABLE>
<CAPTION>
December 31 1999 1998 1997
-----------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Mortgage loan portfolio serviced for
Freddie Mac $22,128 $26,906 $16,785
Fannie Mae 9,977 14,520 908
Other investors 311 882 904
--------------- ---------------- --------------
$32,416 $42,308 $18,597
=============== ================ ==============
</TABLE>
The aggregate fair value of capitalized mortgage servicing rights at December
31, 1999, 1998 and 1997 is based on comparable market values and expected cash
flows, with impairment assessed based on portfolio characteristics including
product type, investor type, and interest rates.
No valuation allowance was necessary at December 31, 1999, 1998 and 1997.
<TABLE>
<CAPTION>
Year Ended December 31 1999 1998 1997
--------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Mortgage Servicing Rights
Balances, January 1 $339,904 $128,298
Servicing rights capitalized 257,185 $146,828
Amortization of servicing rights (60,735) (45,579) (18,530)
----------------- --------------- ----------------
Balances, December 31 $279,169 $339,904 $128,298
================= =============== ================
</TABLE>
F-17
<PAGE>
MFS Financial, Inc. and Subsidiary
Notes to Consolidated Financial Statements
(Table Dollar Amounts in Thousands)
Note 13 -- Income Tax
<TABLE>
<CAPTION>
Year Ended December 31 1999 1998 1997
---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Income tax expense
Currently payable
Federal $1,088 $1,308 $1,837
State 469 458 592
Deferred
Federal (1,408) 216 (212)
State (11) 67 (57)
----------------------------------------------
Total income tax expense $ 138 $2,049 $2,160
==============================================
Reconciliation of federal statutory to actual tax expense
Federal statutory income tax at 34% $ 335 $2,104 $2,140
Effect of state income taxes 302 347 353
Low income housing credits (262) (262) (262)
Tax exempt income--increase in cash surrender value (167) (131) (81)
Other (70) (9) 10
----------------------------------------------
Actual tax expense $ 138 $2,049 $2,160
==============================================
Effective tax rate 14.0% 33.1% 34.3%
==============================================
</TABLE>
F-18
<PAGE>
MFS Financial, Inc. and Subsidiary
Notes to Consolidated Financial Statements
(Table Dollar Amounts in Thousands)
The components of the deferred asset are as follows:
<TABLE>
<CAPTION>
December 31 1999 1998
---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Assets
Allowance for loan losses $1,485 $1,342
Deferred compensation 1,205 1,075
Charitable contribution carryover 1,390
Unrealized loss on securities available for sale 198
Other 193 110
------------------------------
Total assets 4,471 2,527
------------------------------
Liabilities
FHLB stock (165) (165)
Depreciation (116) (84)
State income tax (92) (88)
Loan fees (1,125) (811)
Increase in tax bad debt reserve over base year (92) (115)
Unrealized gain on securities available for sale (30)
Mortgage servicing rights (119) (144)
Investments in limited partnership (91) (66)
------------------------------
Total liabilities (1,800) (1,503)
------------------------------
$2,671 $1,024
==============================
</TABLE>
The Company has a charitable contribution carryover of $4,570,000 that expires
in the year ending December 31, 2005.
Income tax expense attributable to securities gains was $12,800, $400 and $1,200
for the years ended December 31, 1999 and 1998 and 1997.
Retained earnings include approximately $6,443,000 for which no deferred income
tax liability has been recognized. This amount represents an allocation of
income to bad debt deductions as of December 31, 1987 for tax purposes only.
Reduction of amounts so allocated for purposes other than tax bad debt losses or
adjustments arising from carryback of net operating losses would create income
for tax purposes only, which income would be subject to the then-current
corporate income tax rate. The unrecorded deferred income tax liability on the
above amounts was approximately $2,552,000.
F-19
<PAGE>
MFS Financial, Inc. and Subsidiary
Notes to Consolidated Financial Statements
(Table Dollar Amounts in Thousands)
Note 14 -- Other Comprehensive Income
<TABLE>
<CAPTION>
1999
-------------------------------------------------
Tax
Before-Tax (Expense) Net-of-Tax
Year Ended December 31 Amount Benefit Amount
---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Unrealized losses on securities
Unrealized holding losses arising during the year $(515) $206 $(309)
Less: reclassification adjustment for gains realized in net income 32 (13) 19
-------------------------------------------------
Net unrealized losses $(547) $219 $(328)
=================================================
</TABLE>
<TABLE>
<CAPTION>
1998
-------------------------------------------------
Tax
Before-Tax (Expense) Net-of-Tax
Year Ended December 31 Amount Benefit Amount
---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Unrealized gains on securities
Unrealized holding gains arising during the year $79 $(31) $48
Less: reclassification adjustment for gains realized in net income 1 1
-------------------------------------------------
Net unrealized gains $78 $(31) $47
=================================================
</TABLE>
<TABLE>
<CAPTION>
1997
-------------------------------------------------
Tax
Before-Tax (Expense) Net-of-Tax
Year Ended December 31 Amount Benefit Amount
---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Unrealized gains on securities
Unrealized holding gains arising during the year $78 $(31) $47
Less: reclassification adjustment for gains realized in net income 3 (1) 2
-------------------------------------------------
Net unrealized gains $75 $(30) $45
=================================================
</TABLE>
Note 15 -- Commitments and Contingent Liabilities
In the normal course of business there are outstanding commitments and
contingent liabilities, such as commitments to extend credit and standby letters
of credit, which are not included in the accompanying financial statements. The
Bank's exposure to credit loss in the event of nonperformance by the other party
to the financial instruments for commitments to extend credit and standby
letters of credit is represented by the contractual or notional amount of those
instruments. The Bank uses the same credit policies in making such commitments
as it does for instruments that are included in the consolidated statement of
financial condition.
F-20
<PAGE>
MFS Financial, Inc. and Subsidiary
Notes to Consolidated Financial Statements
(Table Dollar Amounts in Thousands)
Financial instruments whose contract amount represents credit risk were as
follows:
<TABLE>
<CAPTION>
December 31 1999 1998
-------------------------------------------------------------------------------
<S> <C> <C>
Loan commitments $41,700 $33,530
Loans sold with recourse 93 165
Standby letters of credit 3,617 2,500
</TABLE>
Commitments to extend credit are agreements to lend to a customer as long as
there is no violation of any condition established in the contract. Commitments
generally have fixed expiration dates or other termination clauses and may
require payment of a fee. Since many of the commitments are expected to expire
without being drawn upon, the total commitment amounts do not necessarily
represent future cash requirements. The Bank evaluates each customer's credit
worthiness on a case-by-case basis. The amount of collateral obtained, if deemed
necessary by the Bank upon extension of credit, is based on management's credit
evaluation. Collateral held varies, but may include residential real estate,
income-producing commercial properties, or other assets of the borrower.
Standby letters of credit are conditional commitments issued by the Bank to
guarantee the performance of a customer to a third party.
The Company and subsidiary are also subject to claims and lawsuits which arise
primarily in the ordinary course of business. It is the opinion of management
that the disposition or ultimate resolution of such claims and lawsuits will not
have a material adverse effect on the consolidated financial position of the
Company.
Note 16 -- Dividend and Capital Restrictions
The Company is not subject to any regulatory restrictions on the payment of
dividends to its stockholders.
Without prior approval, current regulations allow the Bank to pay dividends to
the Company not exceeding retained net income for the current calendar year plus
those for the previous two calendar years. The Bank normally restricts dividends
to a lesser amount because of the need to maintain an adequate capital
structure.
At the time of conversion, a liquidation account was established in an amount
equal to the Banks' net worth as reflected in the latest statement of condition
used in its final conversion offering circular. The liquidation account is
maintained for the benefit of eligible deposit account holders who maintain
their deposit account in the Bank after conversion. In the event of a complete
liquidation, and only in such event, each eligible deposit account holder will
be entitled to receive a liquidation distribution from the liquidation account
in the amount of the then current adjusted subaccount balance for deposit
accounts then held, before any liquidation distribution may be made to
stockholders. Except for the repurchase of stock and payment of dividends, the
existence of the liquidation account will not restrict the use or application of
net worth. The initial balance of the liquidation account was $45,619,000.
At December 31, 1999, the stockholder's equity of the Bank was $74,628,000, of
which approximately $7,966,000 was available for the payment of dividends to the
Company.
F-21
<PAGE>
MFS Financial, Inc. and Subsidiary
Notes to Consolidated Financial Statements
(Table Dollar Amounts in Thousands)
Note 17 -- Regulatory Capital
The Bank is subject to various regulatory capital requirements administered by
the federal banking agencies and is assigned to a capital category. The assigned
capital category is largely determined by three ratios that are calculated
according to the regulations: total risk adjusted capital, Tier 1 risk-based
capital, and core leverage ratios. The ratios are intended to measure capital
relative to assets and credit risk associated with those assets and off-balance
sheet exposures of the entity The capital category assigned to an entity can
also be affected by qualitative judgments made by regulatory agencies about the
risk inherent in the entity's activities that are not part of the calculated
ratios.
There are five capital categories defined in the regulations, ranging from well
capitalized to critically undercapitalized. Classification of a bank in any of
the undercapitalized categories can result in actions by regulators that could
have a material effect on a bank's operations. At December 31, 1999 and 1998,
the Bank is categorized as well capitalized and met all subject capital adequacy
requirements. There are no conditions or events since December 31, 1999 that
management believes have changed the Bank's classification.
The Bank's actual and required capital amounts and ratios are as follows:
<TABLE>
<CAPTION>
Required for To Be Well
Actual Adequate Capital Capitalized 1
----------------------------------------------------------------------
Amount Ratio Amount Ratio Amount Ratio
------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
As of December 31, 1999
Total risk-based capital 1 (to risk-weighted assets) $76,994 21.7% $28,357 8.0% $35,446 10.00%
Tier 1 risk-based capital 1 (to risk-weighted assets) 73,445 20.7% 14,179 4.0% 21,268 6.00%
Core capital 1 (to adjusted total assets) 73,445 13.6% 16,252 3.0% 27,086 5.00%
Core capital 1 (to adjusted tangible assets) 73,445 13.6% 10,835 2.0% NA NA
Tangible capital 1 (to adjusted total assets) 73,445 13.6% 8,126 1.5% NA NA
As of December 31, 1998
Total risk-based capital 1 (to risk-weighted assets) $45,243 15.27% $23,710 8.0% $29,637 10.0%
Tier 1 risk-based capital 1 (to risk-weighted assets) 42,100 14.21% 11,855 4.0% 17,782 6.0%
Core capital 1 (to adjusted total assets) 42,100 9.03% 13,992 3.0% 23,320 5.0%
Core capital 1 (to adjusted tangible assets) 42,100 9.03% 9,328 2.0% NA NA
Tangible capital 1 (to adjusted total assets) 42,100 9.03% 6,996 1.5% NA NA
1 As defined by regulatory agencies
</TABLE>
F-22
<PAGE>
MFS Financial, Inc. and Subsidiary
Notes to Consolidated Financial Statements
(Table Dollar Amounts in Thousands)
Note 18 -- Employee Benefits
The Company has a retirement savings 401(k) plan in which substantially all
employees may participate. The contributions are discretionary and determined
annually. For the years ended December 31, 1999, 1998 and 1997, the Company
matched employees' contributions at the rate of 50% for the first $600
participant contributions to the 401(k) and made a contribution to the profit
sharing plan of 7% of qualified compensation. The Company's expense for the plan
was $286,000, $284,000 and $252,500 fo the years ended December 31, 1999, 1998
and 1997.
The Company has a supplemental retirement plan and deferred compensation
arrangements for the benefit of certain officers. These arrangements are funded
by life insurance contracts which have been purchased by the Company. The
Company's expense for the plan was $214,000, $188,000 and $164,000 for the years
ended December 31, 1999, 1998 and 1997.
The Company has deferred compensation arrangements with certain directors
whereby, in lieu of currently receiving fees, the directors or their
beneficiaries will be paid benefits for an established period following the
director's retirement or death. These arrangements are funded by life insurance
contracts which have been purchased by the Company. The Company's expense for
the plan was $106,000, $117,000 and $105,000 for the years ended December 31,
1999, 1998 and 1997.
As part of the conversion in 1999, the Company established an ESOP covering
substantially all its employees. The ESOP acquired 465,568 shares of the Company
common stock at $10 per share in the conversion with funds provided by a loan
from the Company. Accordingly, the $4,655,680 of common stock acquired by the
ESOP is shown as a reduction of stockholders' equity. At December 31, 1999, the
Company had 444,979 unearned ESOP shares with a fair value of $4,339,000. Shares
are released to participants proportionately as the loan is repaid. Dividends on
allocated shares are recorded as dividends and charged to retained earnings.
Dividends on unallocated shares, which may be distributed to participants, or
used to repay the loan are treated as compensation expense. Compensation expense
is recorded equal to the fair market value of the stock when contributions,
which are determined annually by the Board of Directors of the Company and Bank,
are made to the ESOP. Expense under the ESOP for the year ended December 31,
1999 was $199,000. At December 31, 1999, the ESOP had no allocated shares,
444,979 suspense shares and 20,589 committed-to-be released shares.
In connection with the conversion, the Board of Directors approved a Stock
Option Plan and a Recognition and Award Plan (RAP). The Plans are subject to
stockholders' approval. Under the stock option plan, stock options covering
shares representing an aggregate of up to 10% of the common stock issued in the
conversion may be granted to directors and executive officers. Restricted stock
awards covering up to 4% of the common stock issued in the conversion may be
awarded to directors and executiv officers under the RAP.
F-23
<PAGE>
MFS Financial, Inc. and Subsidiary
Notes to Consolidated Financial Statements
(Table Dollar Amounts in Thousands)
Note 19 -- Fair Values of Financial Instruments
The following methods and assumptions were used to estimate the fair value of
each class of financial instrument:
Cash and Cash Equivalents--The fair value of cash and cash equivalents
approximates carrying value.
Securities and Mortgage-Backed Securities--Fair values are based on quoted
market prices.
Loans--The fair value for loans are estimated using discounted cash flow
analyses using interest rates currently being offered for loans with similar
terms to borrowers of similar credit quality.
FHLB Stock--Fair value of FHLB stock is based on the price at which it may be
resold to the FHLB.
Interest Receivable/Payable--The fair values of interest receivable/payable
approximate carrying values.
Deposits--The fair values of noninterest-bearing, interest-bearing demand and
savings accounts are equal to the amount payable on demand at the balance sheet
date. Fair values for fixed-rate certificates of deposit are estimated using a
discounted cash flow calculation that applies interest rates currently being
offered on certificates to a schedule of aggregated expected monthly maturities
on such time deposits.
Securities Sold Under Repurchase Agreements--Securities sold under repurchase
agreements are short-term borrowing arrangements. The rates at December 31,
1999, approximate market rates, thus the fair value approximates carrying value.
Federal Home Loan Bank Advances--The fair value of these borrowings are
estimated using a discounted cash flow calculation, based on current rates for
similar debt for periods comparable to the remaining terms to maturity of these
advances.
Note Payable to Pedcor--The fair value of this note is estimated using a
discount calculation based on current rates.
Advances by Borrowers for Taxes and Insurance--The fair value approximates
carrying value.
Off-Balance Sheet Commitments--Commitments include commitments to purchase and
originate mortgage loans, commitments to sell mortgage loans, and standby
letters of credit and are generally of a short-term nature. The fair values of
such commitments are based on fees currently charged to enter into similar
agreements, taking into account the remaining terms of the agreements and the
counterparties' credit standing. The carrying amount of these investments are
reasonable estimates of the fair value of these financial statements.
F-24
<PAGE>
MFS Financial, Inc. and Subsidiary
Notes to Consolidated Financial Statements
(Table Dollar Amounts in Thousands)
The estimated fair values of the Company's financial instruments are as follows:
<TABLE>
<CAPTION>
1999 1998
----------------------------------------------------------
Carrying Fair Carrying Fair
December 31 Amount Value Amount Value
-----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Assets
Cash and cash equivalents $19,983 $19,983 $12,938 $12,938
Trading account securities 1,235 1,235
Securities available for sale 29,599 29,599 14,208 14,208
Securities held to maturity 12,449 12,016 11,004 11,021
Loans 442,787 433,630 398,146 402,455
Stock in FHLB 5,339 5,339 3,612 3,612
Interest receivable 2,653 2,653 2,187 2,187
Liabilities
Deposits 364,604 365,566 365,999 366,377
Securities sold under repurchase agreements 840 840
FHLB Advances 72,289 72,304 50,632 50,988
Note payable--Pedcor 1,768 986 1,830 919
Interest payable 2,153 2,153 2,328 2,328
Advances by borrowers for taxes and insurance 1,289 1,289 1,260 1,260
</TABLE>
Note 20 -- Condensed Financial Information (Parent Company Only)
Presented below is condensed financial information as to financial position,
results of operations and cash flows of the Company:
Condensed Balance Sheet
December 31 1999
--------------------------------------------------------------------------------
Assets
Short-term noninterest-bearing deposit with subsidiary $20,470
Investment in common stock of subsidiary 74,628
Deferred income tax 1,393
Other assets 343
----------
Total assets $96,834
==========
Liabilities--other $ 122
Stockholders' Equity 96,712
----------
Total liabilities and stockholders' equity $96,834
==========
F-25
<PAGE>
MFS Financial, Inc. and Subsidiary
Notes to Consolidated Financial Statements
(Table Dollar Amounts in Thousands)
Condensed Statement of Income
<TABLE>
<CAPTION>
Year Ended December 31 1999 1998 1997
---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Expenses
Interest expense $ 40
Charitable contribution 4,477
---------------------------------------
Loss before income tax benefit and equity in undistributed income of subsidiary
4,517
Income tax benefit 1,536
---------------------------------------
Loss before equity in undistributed income of subsidiary (2,981)
Equity in undistributed income of subsidiary 3,827 $4,139 $4,135
---------------------------------------
Net Income $ 846 $4,139 $4,135
=======================================
</TABLE>
Condensed Statement of Cash Flows
<TABLE>
<CAPTION>
Year Ended December 31 1999 1998 1997
---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Operating Activities
Net income $ 846 $4,139 $4,135
Adjustments to reconcile net income to net cash used by operating activities
Earned ESOP shares 199
Charitable contribution of Company's common stock 2,238
Deferred income tax benefit (1,393)
Undistributed income of subsidiary (3,827)
Other (221) (4,139) (4,135)
---------------------------------------
Net cash used by operating activities (2,158)
Investing Activity--capital contribution to subsidiary (27,283)
Financing Activity--proceeds from sale of common stock, net of costs 49,911
---------------------------------------
Short-Term Interest-Bearing Deposit with Subsidiary at End of Year $20,470 $ 0 $ 0
=======================================
Additional Cash Flow and Supplementary Information
Common stock issued to ESOP leveraged with an employee loan $ 4,656
</TABLE>
F-26
<PAGE>
<TABLE>
<CAPTION>
MUTUALFIRST FINACIAL, INC. AND SUBSIDIARY
Consolidated Condensed Balance Sheet
(Unaudited)
June 30, December 31,
2000 1999
------------ ------------
<S> <C> <C>
Assets
Cash $16,485,222 $19,217,186
Interest-bearing deposits 1,102,396 765,945
------------ ------------
Cash and cash equivalents 17,587,618 19,983,131
Trading assets, at fair value 1,234,884
Investment securities:
Available for sale 31,818,789 29,598,800
Held to maturity (fair value of $11,208,000
and $12,106,000) 11,683,979 12,449,013
------------ ------------
Total investment securities 43,502,768 42,047,813
Loans 467,989,840 446,438,992
Allowance for loan losses (3,342,342) (3,652,073)
------------ ------------
Net loans 464,647,498 442,786,919
Premises and equipment 7,819,134 7,800,460
Federal Home Loan Bank of Indianapolis stock, at cost 5,338,500 5,338,500
Investment in limited partnerships 5,135,738 5,274,840
Cash surrender value of life insurance 11,088,611 10,806,957
Foreclosed real estate 1,419,644 728,737
Interest receivable:
Loans 2,336,944 2,134,656
Mortgage-backed securities 54,508 58,687
Investment securities and interest-bearing deposits 473,639 459,616
Core deposit intangibles and goodwill 1,359,112 1,466,928
Deferred income tax benefit 2,722,531 2,670,886
Other assets 2,486,613 1,730,426
------------ ------------
Total assets $565,972,858 $544,523,440
============ ============
Liabilities
Deposits
Non-interest-bearing $ 21,287,756 $ 14,360,929
Interest bearing 371,489,091 350,243,469
------------ ------------
Total deposits 392,776,847 364,604,398
Federal Home Loan Bank Advances 64,767,011 72,289,384
Other Borrowings 1,706,996 2,608,354
Advances by borrowers for taxes and insurance 1,333,691 1,289,179
Interest payable 1,334,120 2,153,475
Other Liabilities 5,031,966 4,866,330
------------ ------------
Total liabilities 466,950,631 447,811,120
============ ============
Stockholders' Equity
Preferred stock, $.01 par value
Authorized and unissued --- 20,000,000 shares
Common stock, $.01 par value
Authorized --- 20,000,000 shares
Issued and outstanding --- 5,819,611 58,196 58,196
Additional paid-in capital 56,732,884 56,740,190
Retained earnings 46,909,107 44,647,767
Accumulated other comprehensive loss (387,174) (284,047)
Unearned employee stock ownership plan (ESOP) shares (4,290,786) (4,449,786)
------------ ------------
Total stockholders' equity 99,022,227 96,712,320
------------ ------------
Total liabilities and stockholders' equity $565,972,858 $544,523,440
============ ============
</TABLE>
See notes to consolidated condensed financial statements.
F-27
<PAGE>
<TABLE>
<CAPTION>
MUTUALFIRST FINACIAL, INC. AND SUBSIDIARY
Consolidated Condensed Statement of income
(Unaudited)
Three Months Ended Six Months Ended
June 30 June 30
------------------------- --------------------------
2000 1999 2000 1999
----------- ------------ ----------- -----------
<S> <C> <C> <C> <C>
Interest Income
Loans receivable, including fees $9,038,297 $7,931,710 $17,743,917 $15,766,994
Trading account securities 17,735 8,192 24,441
Investment securities
Mortgage-backed securities available for sale 240,529 62,150 478,668 158,332
Federal Home Loan Bank stock 106,187 72,050 212,373 143,308
Other investments 489,865 294,781 955,684 543,361
Deposits with financial institutions 9,062 23,841 22,533 109,777
---------- ---------- ---------- ----------
Total interest income 9,883,940 8,402,267 19,421,367 16,746,213
---------- ---------- ---------- ----------
Interest Expense
Passbook savings 200,410 214,747 400,446 425,879
Certificates of deposit 3,379,056 3,358,424 6,658,783 6,698,021
Daily money market accounts 328,747 254,986 649,434 468,461
Demand and NOW acounts 122,703 161,945 243,971 323,704
Federal Home Loan Bank advances 953,123 660,820 1,763,097 1,325,858
Other interest expense 3,476 5,497 9,576
---------- ---------- ---------- ----------
Total interest expense 4,984,039 4,654,398 9,721,228 9,251,499
---------- ---------- ---------- ----------
Net Interest Income 4,899,901 3,747,869 9,700,139 7,494,714
Provision for loan losses 171,250 190,000 342,500 380,000
---------- ---------- ---------- ----------
Net Interest Income After Provision for Loan Losses 4,728,651 3,557,869 9,357,639 7,114,714
---------- ---------- ---------- ----------
Other Income
Service fee income 511,892 448,054 988,489 835,621
Net realized gains on sales of available-for-sale securities 32,326 32,326
Net trading account profit (loss) (62,594) 25,116 (74,703)
Equity in losses of limited partneships (88,160) (7,779) (90,707) (10,327)
Commissions 170,926 100,740 298,907 183,574
Increase in cash surrender value of life insurance 161,655 105,000 281,655 210,000
Other income 144,138 63,147 230,872 152,766
---------- ---------- ---------- ----------
Total other income 900,451 678,894 1,734,332 1,329,257
---------- ---------- ---------- ----------
Other Expenses
Salaries and employee benefits 1,809,368 1,592,979 3,657,573 3,162,038
Net occupancy expenses 172,241 159,470 351,414 326,260
Equipment expenses 187,527 188,167 382,226 340,240
Data processing fees 124,560 118,895 252,844 249,908
Deposit insurance expense 20,789 44,181 40,787 99,181
Advertising and promotion 114,609 139,375 225,864 234,002
Other expenses 868,458 592,516 1,566,177 1,174,898
---------- ---------- ---------- ----------
Total other expenses 3,297,552 2,835,583 6,476,885 5,586,527
---------- ---------- ---------- ----------
Income Before Income Tax 2,331,550 1,401,180 4,615,086 2,857,444
Income tax expense 763,000 453,500 1,539,000 934,000
---------- ---------- ---------- ----------
Net Income $1,568,550 $ 947,680 $3,076,086 $1,923,444
========== ========== ========== ==========
Basic earnings per share $0.29 $0.57
Diluted earnings per share $0.29 $0.57
Dividends per share $0.07 $0.14
</TABLE>
See notes to consolidated condensed financial statements.
F-28
<PAGE>
MUTUALFIRST FINACIAL, INC. AND SUBSIDIARY
Consolidated Condensed Statement of Stockholders' Equity
For the Six Months Ended June 30, 2000
(Unaudited)
Common Stock
--------------------- Additional
Shares paid-in
Outstanding Amount capital
-------------------------------------
Balances January 1, 2000 5,819,611 $58,196 $56,740,190
Comprehensive income
Net income for the period
Other comprehensive loss,
net of tax
Unrealized losses on securities
Comprehensive income
ESOP shares earned (7,306)
Cash dividends ($.14 per share)
----------------------------------
Balances, June 30, 2000 5,819,611 $58,196 $56,732,884
==================================
<TABLE>
<CAPTION>
Accumulated
Other Unearned
Comprehensive Retained Comprehensive ESOP
Income Earnings Loss shares Total
--------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Balances January 1, 2000 $44,647,767 ($284,047) ($4,449,786) $96,712,320
Comprehensive income
Net income for the period $3,076,086 3,076,086 3,076,086
Other comprehensive loss,
net of tax
Unrealized losses on securities (103,127) (103,127) (103,127)
----------
Comprehensive income $2,972,959
==========
ESOP shares earned 159,000 151,694
Cash dividends ($.14 per share) (814,746) (814,746)
-----------------------------------------------------
Balances, June 30, 2000 $46,909,107 ($387,174) ($4,290,786) $99,022,227
=====================================================
</TABLE>
See notes to consolidated condensed financial statements.
F-29
<PAGE>
<TABLE>
<CAPTION>
MUTUALFIRST FINACIAL, INC. AND SUBSIDIARY
Consolidated Condensed Statement of Cash Flows
(Unaudited)
Six Months Ended for June 30,
-------------------------------
2000 1999
------------ ------------
<S> <C> <C>
Operating Activities
Net income $ 3,076,086 $ 1,923,444
Adjustments to reconcile net income to net cash provided
by operating activities
Provision for loan losses 342,500 380,000
Securities gains (32,326)
Net loss on sale of real estate owned 94,363 34,077
Securities accretion, net (17,747) (9,458)
ESOP shares earned 151,694
Equity in losses of limited partnerships 90,707 10,327
Amortization of net loan origination costs 937,081 108,723
Amortization of core deposit intangibles and goodwill 107,816 117,769
Depreciation and amortization 373,817 333,241
Deferred income tax 96,135
Change in
Trading account securities 1,234,884 (1,357,734)
Interest receivable (212,132) (300,300)
Other assets (604,492) 1,164,057
Interest payable (819,355) (475,514)
Other liabilities 13,941 (129,436)
Increase in cash surrender value of life insurance (281,654) (210,000)
Other adjustments 131,602
----------- -----------
Net cash provided by operating activities 4,487,509 1,784,607
----------- -----------
Investing Activities
Purchases of securities available for sale (3,389,592) (2,014,539)
Proceeds from maturities and paydowns of securities available for sale 1,040,782 963,216
Proceeds from sales of securities available for sale 4,874,497
Purchases of securities held to maturity (6,006,993)
Proceeds from maturities and paydowns of securities held to maturity 756,830 4,175,686
Net change in loans (24,309,456) (23,276,595)
Purchases of premises and equipment (392,490) (390,906)
Proceeds from real estate owned sales 416,009 203,149
Distribution from limited partnership 48,395 5,521
Other investing activities (31,984) (6,543)
----------- -----------
Net cash used by investing activities (25,861,506) (21,473,507)
----------- -----------
Financing Activities
Net change in
Noninterest-bearing, interest bearing demand and savings deposits 1,685,941 948,842
Certificates of deposits 26,486,508 17,614,093
Short-term borrowings (840,000)
Repayment of note payable (61,358) (30,678)
Proceeds from FHLB advances 125,500,000 32,000,000
Repayment of FHLB advances (133,022,373) (31,270,716)
Net change in advances by borrowers for taxes and insurance 44,512 89,422
Dividends Paid (814,746)
----------- -----------
Net cash provided by financing activities 18,978,484 19,350,963
----------- -----------
Net Change in Cash and Cash Equivalents (2,395,513) (337,937)
Cash and Cash Equivalents, Beginning of Year 19,983,131 12,938,102
----------- -----------
Cash and Cash Equivalents, End of Period $17,587,618 $12,600,165
=========== ===========
Additional Cash Flows Information
Interest paid $10,540,583 $ 9,727,013
Income tax paid 1,176,000 670,000
Transfers from loans to foreclosed real estate 1,169,296 394,862
</TABLE>
See notes to consolidated condensed financial statements.
F-30
<PAGE>
MutualFirst Financial, Inc. and Subsidiaries
NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
NOTE 1: Basis of Presentation
The consolidated financial statements include the accounts of MutualFirst
Financial, Inc. (the "Company"), its wholly owned subsidiary, Mutual Federal
Savings Bank, a federally chartered savings bank ("Mutual Federal"), and Mutual
Federal's two wholly owned subsidiaries, First MFSB Corporation and Third MFSB
Corporation. A summary of significant accounting policies is set forth in Note 1
of Notes to Financial Statements included in the December 31, 1999 Annual Report
to Shareholders. All significant inter-company accounts and transactions have
been eliminated in consolidation.
The interim consolidated condensed financial statements have been prepared in
accordance with instructions to Form 10-Q, and therefore do not include all
information and footnotes necessary for a fair presentation of financial
position, results of operations and cash flows in conformity with generally
accepted accounting principles.
The interim consolidated condensed financial statements at June 30, 2000, and
for the three month and six month periods ended, June 30, 2000 and 1999 have not
been audited by independent accountants, but in the opinion of management,
reflect all adjustments (which include only normal recurring adjustments)
necessary to present fairly the financial position, results of operations and
cash flows for such periods.
NOTE 2: Earnings Per Share
Earnings per share have been computed based upon the weighted average common and
common equivalent shares outstanding during the period subsequent to Mutual
Federal's conversion to a stock savings bank on December 29, 1999. Unearned
Employee Stock Ownership Plan shares have been excluded from the computation of
average common shares outstanding. For the three months and six months ended
June 30, 2000, weighted average shares outstanding for basic and diluted
earnings per share were 5,386,557 and 5,382,582 respectively.
NOTE 3: Business Combination
On June 7, 2000, the Company signed a definitive agreement to acquire Marion
Capital Holdings, Inc. (Marion, Indiana). The acquisition will be accounted for
under the purchase method of accounting. Under the terms of the agreement, the
Company will exchange 1.862 shares of the Company's common stock for each share
of Marion Capital Holdings, Inc.'s common stock. The transaction is subject to
approval by shareholders of Marion Capital Holdings, Inc. and appropriate
regulatory agencies. As of June 30, 2000, Marion Capital Holdings, Inc. had
total assets and shareholders' equity of $198,867,000 and $31,785,000,
respectively.
F-31
<PAGE>
Independent Auditor's Report
Board of Directors
Marion Capital Holdings, Inc.
Marion, Indiana
We have audited the accompanying consolidated statement of financial
condition of Marion Capital Holdings, Inc. and subsidiaries as of June 30,
2000 and 1999, and the related consolidated statements of income,
shareholders' equity and cash flows for each of the three years in the
period ended June 30, 2000. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to
express an opinion on these consolidated financial statements based on our
audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements described above
present fairly, in all material respects, the consolidated financial
position of Marion Capital Holdings, Inc. and subsidiaries as of June 30,
2000 and 1999, and the results of their operations and their cash flows for
each of the three years in the period ended June 30, 2000, in conformity
with generally accepted accounting principles.
OLIVE LLP
Indianapolis, Indiana
July 21, 2000
F-32
<PAGE>
<TABLE>
<CAPTION>
MARION CAPITAL HOLDINGS, INC. AND SUBSIDIARIES
Consolidated Statement of Financial Condition
June 30 2000 1999
--------------------------------------------------------------------------------------------------------
<S> <C> <C>
Assets
Cash $ 3,064,789 $ 2,225,804
Short-term interest-bearing deposits 3,480,337 6,626,884
--------------------------------------
Total cash and cash equivalents 6,545,126 8,852,688
Investment securities available for sale 2,975,750 3,020,000
Loans held for sale 326,901
Loans, net of allowance for loan losses of $2,282,634 and 164,977,577 165,797,406
$2,271,701
Premises and equipment 1,694,771 2,008,157
Federal Home Loan Bank of Indianapolis stock, at cost 1,654,900 1,163,600
Cash value of life insurance 11,422,443 5,887,166
Investment in limited partnerships 3,941,675 4,712,675
Other assets 5,654,682 5,332,896
---------------------------------------
Total assets $198,866,924 $197,101,489
=======================================
Liabilities
Deposits $130,683,323 $142,087,269
Borrowings 31,834,055 18,774,076
Other liabilities 4,564,348 4,496,577
Total liabilities 167,081,726 165,357,922
---------------------------------------
Commitments and Contingent Liabilities
Shareholders' Equity
Preferred stock
Authorized and unissued--2,000,000 shares
Common stock, without par value
Authorized--5,000,000 shares
Issued and outstanding--1,364,695 and 1,424,550 shares 8,107,140 8,001,048
Retained earnings 23,673,789 23,728,895
Accumulated other comprehensive income 4,269 13,624
----------------------------------------
Total shareholders' equity 31,785,198 31,743,567
----------------------------------------
Total liabilities and shareholders' equity $198,866,924 $197,101,489
========================================
</TABLE>
See notes to consolidated financial statements.
F - 33
<PAGE>
<TABLE>
<CAPTION>
MARION CAPITAL HOLDINGS, INC. AND SUBSIDIARIES
Consolidated Statement of Income
Year Ended June 30 2000 1999 1998
---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Interest Income
Loans $14,160,539 $14,447,985 $13,627,462
Investment securities 188,572 230,054 332,864
Deposits with financial institutions 234,605 211,059 286,565
Dividend income 111,723 91,407 86,124
----------------------------------------------------
Total interest income 14,695,439 14,980,505 14,333,015
----------------------------------------------------
Interest Expense
Deposits 6,316,023 6,736,962 6,440,939
Borrowings 1,456,808 918,674 651,859
----------------------------------------------------
Total interest expense 7,772,831 7,655,636 7,092,798
----------------------------------------------------
Net Interest Income 6,922,608 7,324,869 7,240,217
Provision for loan losses 494,528 227,184 59,223
----------------------------------------------------
Net Interest Income After Provision for Loan Losses 6,428,080 7,097,685 7,180,994
----------------------------------------------------
Other Income
Net loan servicing fees 80,096 81,732 78,063
Annuity and other commissions 193,625 150,272 141,717
Losses from limited partnerships (771,000) (170,500) (200,100)
Service charges on deposit accounts 348,560 283,241 132,656
Net gains on loan sales 26,615 83,855 22,962
Gain on sale of branch office 231,626
Life insurance income and death benefits 1,005,079 271,500 175,043
Other income 97,831 88,677 53,268
----------------------------------------------------
Total other income 1,212,432 788,777 403,609
----------------------------------------------------
Other Expenses
Salaries and employee benefits 2,782,613 2,686,330 2,555,869
Net occupancy expenses 254,602 269,719 246,544
Equipment expenses 140,272 133,697 98,923
Deposit insurance expense 102,513 131,746 128,868
Foreclosed real estate expenses and losses (gains), net 96,096 (3,582) 190,199
Data processing expense 316,345 313,528 226,936
Advertising 70,457 112,760 156,208
Merger expenses 120,453
Other expenses 1,001,526 935,603 797,968
----------------------------------------------------
Total other expenses 4,884,877 4,579,801 4,401,515
----------------------------------------------------
Income Before Income Tax 2,755,635 3,306,661 3,183,088
Income tax expense 291,028 1,182,235 858,755
----------------------------------------------------
Net Income $ 2,464,607 $ 2,124,426 $ 2,324,333
====================================================
Basic Earnings Per Share $1.79 $1.38 $1.32
====================================================
Diluted Earnings Per Share $1.78 $1.36 $1.29
====================================================
</TABLE>
See notes to consolidated financial statements.
F - 34
<PAGE>
<TABLE>
<CAPTION>
MARION CAPITAL HOLDINGS, INC. AND SUBSIDIARIES
Connsolidated Statement of Shareholders' Equity
Common Stock
------------------------------- Comprehensive Retained
Shares Amount Income Earnings
------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Balances, July 1, 1997 1,768,099 $10,126,365 $29,074,055
Comprehensive income, net of tax
Net income $2,324,333 2,324,333
Unrealized gains on securities 32,293
$2,356,626
===================
Cash dividends ($.88 per share) (1,557,284)
Repurchase of common stock (96,979) (2,706,834)
Exercise of stock options 28,187 176,126
Amortization of unearned compensation expense
Tax benefit of stock options exercised and RRP 189,534
-----------------------------
Balances, June 30, 1998 1,699,307 7,785,191 29,841,104
(4) Comprehensive income, net of tax
Net income $2,124,426 2,124,426
Unrealized losses on securities (16,708)
-------------------
$2,107,718
===================
Cash dividends ($.88 per share) (1,345,651)
Repurchase of common stock (292,550) (6,890,984)
Exercise of stock options 17,793 108,875
Tax benefit of stock options exercised and RRP 106,982
---------------------------- --------------
Balances, June 30, 1999 1,424,550 8,001,048 23,728,895
Comprehensive income, net of tax
Net income $2,464,607 2,464,607
Unrealized losses on securities (9,355)
-------------------
$2,455,252
===================
Cash dividends ($.88 per share) (1,211,300)
Repurchase of common stock (70,700) (1,308,413)
Exercise of stock options 10,845 85,741
Tax benefit of stock options exercised and RRP 20,351
---------------------------- --------------
Balances, June 30, 2000 1,364,695 $ 8,107,140 $23,673,789
============================= ==============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Accumulated
Other
Comprehensive
Unearned Income
Compensation (Loss) Total
------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Balances, July 1, 1997 $(132,640) $(1,961) $39,065,819
Comprehensive income, net of tax
Net income 2,324,333
Unrealized gains on securities 32,293 32,293
Cash dividends ($.88 per share) (1,557,284)
Repurchase of common stock (2,706,834)
Exercise of stock options 176,126
Amortization of unearned compensation expense 132,640 132,640
Tax benefit of stock options exercised and RRP 189,534
--------------------------------------------------------
Balances, June 30, 1998 0 30,332 37,656,627
Comprehensive income, net of tax
Net income 2,124,426
Unrealized losses on securities (16,708) (16,708)
Cash dividends ($.88 per share) (1,345,651)
Repurchase of common stock (6,890,984)
Exercise of stock options 108,875
Tax benefit of stock options exercised and RRP 106,982
--------------------------------------------------------
Balances, June 30, 1999 0 13,624 31,743,567
Comprehensive income, net of tax
Net income 2,464,607
Unrealized losses on securities (9,355) (9,355)
Cash dividends ($.88 per share) (1,211,300)
Repurchase of common stock (1,308,413)
Exercise of stock options 85,741
Tax benefit of stock options exercised and RRP 20,351
--------------------------------------------------------
Balances, June 30, 2000 $ 0 $4,269 $31,785,198
========================================================
</TABLE>
See notes to consolidated financial statements.
F - 35
<PAGE>
<TABLE>
<CAPTION>
MARION CAPITAL HOLDINGS, INC. AND SUBSIDIARIES
Consolidated Statement of Cash Flows
Year Ended June 30 2000 1999 1998
--------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Operating Activities
Net income $2,464,607 $2,124,426 $2,324,333
Adjustments to reconcile net income to net cash provided by
operating activities
Provision for loan losses 494,528 227,184 59,223
Provision (adjustment) for losses of foreclosed real estate 26,229 (27,325)
Losses from limited partnerships 771,000 170,500 200,100
Amortization of net loan origination fees (193,961) (232,036) (194,372)
Depreciation and amortization 192,228 183,292 133,743
Amortization of unearned compensation 132,640
Amortization of core deposits and goodwill 96,791 104,006 63,124
Gain on sale of branch office (231,626)
Loans sold gains (26,615) (83,855) (22,962)
Deferred income tax (450,864) 235,357 (55,341)
Origination of loans for sale (1,225,920) (8,402,745) (5,749,103)
Proceeds from sale of loans 1,579,436 8,953,153 4,871,794
Changes in
Interest receivable (41,409) 77,633 (258,702)
Interest payable and other liabilities 117,841 (64,569) 314,647
Cash value of life insurance (1,005,079) (271,500) (175,043)
Prepaid expense and other assets 150,135 53,363 (146,037)
Other (72,280) (4,669) (34,643)
------------------------------------------------------
Net cash provided by operating activities 2,645,041 3,069,540 1,436,076
------------------------------------------------------
Investing Activities
Purchase of securities available for sale (1,927,862)
Proceeds from maturities of securities available for sale 2,000,000
Proceeds from maturities of securities held to maturity 2,002,770 2,843,964
Net changes in loans 261,426 (2,164,099) (15,375,499)
Proceeds from real estate owned sales 193,679
Purchase of FHLB stock (491,300) (29,200) (87,100)
Purchase of premises and equipment (38,855) (267,477) (419,583)
Proceeds from life insurance 1,419,803 553,793
Premiums paid on life insurance (5,950,000)
Investment in insurance company (650,000)
Cash received in branch acquisition 11,873,327
Net cash disbursed in sale of branch office (8,593,288)
Net cash used by investing activities (13,126,397) (458,006) (1,261,098)
------------------------------------------------------
Financing Activities
Net change in
Demand and savings deposits 5,169,311 (2,183,283) 1,325,530
Certificates of deposit (7,641,875) 9,855,083 (1,545,351)
Proceeds from Federal Home Loan Bank advances 20,200,000 4,266,580 10,656,000
Repayment of borrowings (7,140,021) (2,811,212) (5,200,674)
Dividends paid (1,211,300) (1,345,651) (1,557,284)
Exercise of stock options 106,092 215,857 365,660
Repurchase of common stock (1,308,413) (6,890,984) (2,706,834)
------------------------------------------------------
Net cash provided by financing activities 8,173,794 1,106,390 1,337,047
------------------------------------------------------
Net Change in Cash and Cash Equivalents (2,307,562) 3,717,924 1,512,025
Cash and Cash Equivalents, Beginning of Year 8,852,688 5,134,764 3,622,739
------------------------------------------------------
Cash and Cash Equivalents, End of Year $6,545,126 $8,852,688 $5,134,764
======================================================
Additional Cash Flows and Supplementary Information
Interest paid $7,722,033 $7,338,583 $7,034,447
Income tax paid 679,000 845,000 856,139
Loan balances transferred to foreclosed real estate 349,968 1,137,759
Loans to finance the sale of foreclosed real estate 99,500 1,171,881
Loan payable to limited partnership 3,634,406
</TABLE>
See notes to consolidated financial statements.
F - 36
MARION CAPITAL HOLDINGS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Table Dollar Amounts in Thousands)
Note 1 - Nature of Operations and Summary of Significant Accounting Policies
The accounting and reporting policies of Marion Capital Holdings, Inc. (Company)
and its wholly owned subsidiary, First Federal Savings Bank of Marion (Bank) and
the Bank's wholly owned subsidiary, First Marion Service Corporation (FMSC),
conform to generally accepted accounting principles and reporting practices
followed by the thrift industry. The more significant of the policies are
described below.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
The Company is a thrift holding company whose principal activity is the
ownership and management of the Bank. The Bank operates under a federal thrift
charter and provides full banking services. As a federally chartered thrift, the
bank is subject to regulation by the Office of Thrift Supervision and the
Federal Deposit Insurance Corporation.
The Bank generates residential and commercial mortgage and consumer loans and
receives deposits from customers located primarily in central indiana. The
Bank's loans are generally secured by specific items of collateral including
real property and consumer assets. FMSC is engaged in the selling of financial
services.
Consolidation--The consolidated financial statements include the accounts of the
Company, the Bank and the Bank's subsidiary after elimination of all material
intercompany transactions and accounts.
Investment Securities--Debt securities are classified as held to maturity when
the Company has the positive intent and ability to hold the securities to
maturity. Securities held to maturity are carried at amortized cost. Debt
securities not classified as held to maturity are classified as available for
sale. Securities available for sale are carried at fair value with unrealized
gains and losses reported separately in accumulated other comprehensive income.
Amortization of premiums and accretion of discounts are recorded using the
interest method as interest income from securities. Realized gains and losses
are recorded as net security gains (losses). Gains and losses on sales of
securities are determined on the specific-identification method.
Loans held for sale are carried at the lower of aggregate cost or market. Market
is determined using the aggregate method. Net unrealized losses, if any, are
recognized through a valuation allowance by charges to income based on the
difference between estimated sales proceeds and aggregate cost.
F - 37
<PAGE>
MARION CAPITAL HOLDINGS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Table Dollar Amounts in Thousands)
Loans are carried at the principal amount outstanding. S loan is impaired when,
based on current information or events, it is probable that the Bank will be
unable to collect all amounts due (principal and interest) according to the
contractual terms of the loan agreement. All loans, including nonperforming
loans, are reviewed for impairment. Loans whose payments have insignificant
delays not exceeding 90 days outstanding are not considered impaired. Certain
nonaccrual and substantially delinquent loan may be considered to be impaired.
The Bank considers its investment in one-to-four family residential loans and
consumer loans to be homogeneous and therefore excluded from separate
identification for evaluation of impairment. Collateralized and
noncollateralized consumer loans after 180 and 120 days of delinquency,
respectively, are charged off. interest income is accrued on the principal
balances of loans. The accrual of interest on impaired and nonaccrual loans is
discontinued when, in management's opinion, the borrower may be unable to meet
payments as they become due. A loan is transferred to nonaccrual status after 90
days of delinquency. When interest accrual is discontinued, all unpaid accrued
interest is reversed when considered uncollectible. Interest income is
subsequently recognized only to the extent cash payments are received. Certain
loan fees and direct costs are being deferred and amortized as an adjustment of
yield on the loans over the contractual lives of the loans. When a loan is paid
off or sold, any unamortized loan origination fee balance is credited to income.
Foreclosed assets are carried at the lower of cost or fair value less estimated
selling costs. When foreclosed real estate is acquired, any required adjustment
is charged to the allowance for real estate losses. All subsequent activity is
included in current operations. Realized gains and losses are recorded upon the
sale of real estate, with gains deferred and recognized on the installment
method for sales not qualifying for the full accrual method.
Allowances for loan and real estate losses are maintained to absorb potential
loan and real estate losses based on management's continuing review and
evaluation of the loan and real estate portfolios and its judgment as to the
impact of economic conditions on the portfolios. The evaluation by management
includes consideration of past loss experience, changes in the composition of
the portfolios, the current condition and amount of loans and foreclosed real
estate outstanding, and the probability of collecting all amounts due. Impaired
loans are measured by the present value of expected future cash flows, or the
fair value of the collateral of the loan, if collateral dependent.
The determination of the adequacy of the allowance for loan losses and the
valuation of real estate is based on estimates that are particularly susceptible
to significant changes in the economic environment and market conditions.
Management believes that as of June 30, 2000, the allowance for loan losses and
carrying value of foreclosed real estate are adequate based on information
currently available. A worsening or protracted economic decline in the area
within which the Bank operates would increase the likelihood of additional
losses due to credit and market risks and could create the need for additional
loss reserves.
Premises and equipment are carried at cost net of accumulated depreciation.
Depreciation is computed using the straight-line method based principally on the
estimated useful lives of the assets. Maintenance and repairs are expensed as
incurred while major additions and improvements are capitalized. Gains and
losses on dispositions are included in current operations.
F-38
<PAGE>
MARION CAPITAL HOLDINGS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Table Dollar Amounts in Thousands)
Federal Home Loan Bank stock is a required investment for institutions that are
members of the Federal Home Loan Bank system. The required investment in the
common stock is based on a predetermined formula.
Intangible assets are being amortized on an accelerated basis over fifteen
years. Such assets are periodically evaluated as to the recoverability of their
carrying value.
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.
Investments in limited partnerships are recorded using the equity method of
accounting. Losses due to impairment are recorded when it is determined that the
investment no longer has the ability to recover its carrying amount. The
benefits of low income housing tax credits associated with the investment are
accrued when earned.
Stock options are granted for a fixed number of shares with an exercise price
equal to the fair value of the shares at the date of grant. The Company accounts
for and will continue to account for stock option grants in accordance with
Accounting Principles Board Opinion (APB) No. 25, Accounting for Stock Issued to
Employees, and, accordingly, recognizes no compensation expense for the stock
option grants.
Income tax in the consolidated statement of income includes deferred income tax
provisions or benefits for all significant temporary differences in recognizing
income and expenses for financial reporting and income tax purposes. Business
tax credits are deducted from federal income tax in the year the credits are
used to reduce income taxes payable. The Company files consolidated income tax
returns with its subsidiaries.
Earnings per share have been computed based upon the weighted average common and
potential common shares outstanding during each year.
Note 2 -- Merger Information
In June 2000, the Company entered into a definitive agreement (agreement) to
merge with MutualFirst Financial, Inc. (Mutual), Muncie, Indiana. Under the
agreement, shareholders of the Company would receive 1.862 shares of Mutual
common stock for each share of Company common stock owned. The merger will be
accounted for using the purchase method of accounting. the merger is subject to
approval by the Company shareholders and regulatory agencies and is expected to
be consummated before the end of the calendar year 2000.
The Company agreed to pay a transaction fee to an investment banking firm of
1.00% of the total fair market value of any securities issued and any non-cash
and cash consideration received as of closing of the merger. The Company paid
$25,000 of the transaction fee during the year ended June 30, 2000. An
additional $25,000 is due upon mailing of proxy material to shareholders with
the balance due at closing. In addition, the Company agreed to pay $35,000 to a
separate investment banking firm for a fairness opinion (opinion). The Company
has paid $26,250 of the fee during the year ended June 30, 2000, with the
balance due upon delivery of the opinion. Both of the fees paid during the year
ended June 30, 2000 are included in merger expenses and charged against net
income for the year ended June 30, 2000.
F-39
<PAGE>
MARION CAPITAL HOLDINGS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Table Dollar Amounts in Thousands)
Note 3 - Investment Securities
<TABLE>
<CAPTION>
2000
----------------------------------------------------------------------
Gross Gross
Amortized Unrealized Unrealized Fair
June 30 Cost Gains Losses Value
-------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Available for sale
Federal agencies $2,969 $19 $12 $2,976
----------------------------------------------------------------------
Total investment securities $2,969 $19 $12 $2,976
======================================================================
1999
----------------------------------------------------------------------
Gross Gross
Amortized Unrealized Unrealized Fair
June 30 Cost Gains Losses Value
-------------------------------------------------------------------------------------------------------------------
Available for sale
Federal agencies $2,997 $23 $3,020
----------------------------------------------------------------------
Total investment securities $2,997 $23 $0 $3,020
======================================================================
</TABLE>
The amortized cost and fair value of securities available for sale at June 30,
2000, by contractual maturity, are shown below. Expected maturities will differ
from contractual maturities because issuers may have the right to call or prepay
obligations with or without call or prepayment penalties.
<TABLE>
<CAPTION>
2000
------------------------------------
Available for Sale
------------------------------------
Amortized Fair
Maturity Distribution at June 30 Cost Value
--------------------------------------------------------------------------------------------------
<S> <C> <C>
Within one year $1,973 $1,988
One to five years 996 988
------------------------------------
Totals $2,969 $2,976
====================================
</TABLE>
F - 40
<PAGE>
MARION CAPITAL HOLDINGS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Table Dollar Amounts in Thousands)
Note 4 -- Loans and allowance
<TABLE>
<CAPTION>
June 30 2000 1999
------------------------------------------------------------------------------------------------
<S> <C> <C>
Real estate mortgage loans
One-to-four family $108,668 $105,177
Multi-family 8,549 9,295
Commercial real estate 31,231 32,918
Real estate construction loans 5,297 6,332
Commercial 10,640 10,914
Consumer loans 5,722 6,899
---------------------------------
170,107 171,535
Undisbursed portion of loans (2,611) (3,196)
Deferred loan fees (235) (270)
Allowance for loan losses (2,283) (2,272)
---------------------------------
Total loans, net of allowance $164,978 $165,797
=================================
Information on impaired loans is summarized below.
</TABLE>
<TABLE>
<CAPTION>
June 30 2000 1999
------------------------------------------------------------------------------------------------
<S> <C> <C>
Impaired loans with an allowance $2,055 $1,585
Impaired loans for which the discounted cash flows
or collateral value exceeds the carrying
value of the loan
95 615
---------------------------
Total impaired loans $2,150 $2,200
===========================
Allowance for impaired loans (included in the Company's
allowance for loan losses) $721 $409
Year Ended June 30 2000 1999
-------------------------------------------------------------------------------------------------
Average balance of impaired loans $2,196 $1,622
Interest income recognized on impaired loans 66 77
Cash-basis interest included above 66 77
2000 1999 1998
-------------------------------------------------------------------------------------------------
Allowance for loan losses
Balances, July 1 $2,272 $2,087 $2,032
Provision for losses 495 227 59
Recoveries on loans 42 18
Loans charged off (526) (42) (22)
--------------------------------------------
Balances, June 30 $2,283 $2,272 $2,087
============================================
</TABLE>
F-41
<PAGE>
MARION CAPITAL HOLDINGS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Table Dollar Amounts in Thousands)
Note 5 -- Premises and Equipment
<TABLE>
<CAPTION>
June 30 2000 1999
------------------------------------------------------------------------------------------------
<S> <C> <C>
Land $ 627 $ 654
Buildings and land improvements 1,493 1,719
Leasehold improvements 192 192
Furniture and equipment 692 714
----------------------------
Total cost 3,004 3,279
Accumulated depreciation and amortization (1,309) (1,271)
----------------------------
Net $1,695 $2,008
============================
Note 6 -- Other Assets and Other Liabilities
June 30 2000 1999
------------------------------------------------------------------------------------------------
Other assets
Interest receivable
Investment securities $ 31 $ 46
Loans 985 928
Foreclosed assets 70
Deferred income tax asset 3,053 2,597
Investment in insurance company 650 650
Core deposit intangibles and goodwill 602 698
Prepaid expenses and other 264 414
---------------------------------
Total $5,655 $5,333
=================================
Other liabilities
Interest payable
Deposits $ 119 $ 103
Other borrowings 73 38
Deferred compensation and fees payable 2,681 2,631
Deferred gain on sale of real estate owned 324 326
Advances by borrowers for taxes and insurance 187 202
Other 1,180 1,197
---------------------------------
Total $4,564 $4,497
=================================
</TABLE>
F-42
<PAGE>
MARION CAPITAL HOLDINGS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Table Dollar Amounts in Thousands)
Note 7 -- Investment in Limited Partnerships
The Bank has is an investment of approximately $3,942,000 and $4,713,000 at June
30, 2000 and 1999 representing equity in certain limited partnerships organized
to build, own and operate apartment complexes. The Bank records its equity in
the net income or loss of the partnerships based on the Bank's interest in the
partnerships, which interests are 99 percent in Pedcor Investments-1987-II
(Pedcor-87) and 99 percent in Pedcor Investments-1997-XXIX (Pedcor-97), and
impairment losses. In addition to recording its equity in the losses of the
partnerships, the Bank has recorded the benefit of low income housing tax
credits of $455,000 for 2000, $11,000 for 1999 and $338,000 for 1998. Condensed
combined financial statements of the partnerships are as follows:
<TABLE>
<CAPTION>
June 30 2000 1999
----------------------------------------------------------------------------------------------
(Unaudited)
<S> <C> <C>
Condensed statement of financial condition
Assets
Cash $ 68 $ 167
Land and property 8,002 8,173
Other assets 353 393
-------------------------
Total assets $8,423 $8,733
=========================
Liabilities
Notes payable $7,313 $7,292
Other liabilities 306 450
-------------------------
Total liabilities 7,619 7,742
Partners' equity 804 991
-------------------------
Total liabilities and partners' equity $8,423 $8,733
=========================
</TABLE>
<TABLE>
<CAPTION>
Year Ended June 30 2000 1999 1998
-------------------------------------------------------------------------------------------------
(Unaudited)
<S> <C> <C> <C>
Condensed statement of operations
Total revenue $ 941 $704 $699
Total expense 1,408 854 926
--------------------------------------------
Net loss $ (467) $(150) $(227)
============================================
</TABLE>
F - 43
<PAGE>
MARION CAPITAL HOLDINGS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Table Dollar Amounts in Thousands)
<TABLE>
<CAPTION>
Note 8 -- Deposits
June 30 2000 1999
------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Demand $ 25,232 $ 26,825
Savings 12,622 14,791
Certificates and other time deposits of $100,000 or more 14,438 14,561
Other certificates and time deposits 78,391 85,910
----------------------------------
Total deposits $130,683 $142,087
==================================
Certificates and other time deposits maturing in years ending June 30:
2001 $39,689
2002 16,938
2003 9,343
2004 6,985
2005 19,869
Thereafter 5
-----------------
$92,829
=================
</TABLE>
Deposits from related parties held by the Bank totaled $927,000 and $2,134,000
at June 30, 2000 and 1999.
During the year ended June 30, 2000, the Company sold its Decatur office,
including deposits of $8,931,000.
<TABLE>
<CAPTION>
Note 9 -- Borrowings
June 30 2000 1999
------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Federal Home Loan Bank (FHLB) advances $29,008 $15,534
Note payable to Pedcor-97, due in installments to August 2008 2,826 3,240
--------------------------------
$31,834 $18,774
================================
</TABLE>
F - 44
<PAGE>
MARION CAPITAL HOLDINGS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Table Dollar Amounts in Thousands)
2000
-------------------------------
Weighted
Average
June 30 Amount Rate
-------------------------------
FHLB advances
Maturities in years ending June 30:
2001 $15,855 6.64%
2002 3,790 6.28
2003 3,302 6.22
2004 3,320 5.73
2005 332 6.31
Thereafter 2,409 6.44
---------------
$29,008 6.42%
===============
The FHLB advances are secured by first-mortgage loans and investment securities
totaling $99,795,000 and $99,505,000 at June 30, 2000 and 1999. Advances are
subject to restrictions or penalties in the event of prepayment.
The notes payable to Pedcor dated August 1, 1997 in the original amount of
$3,635,000 bear no interest so long as there exists no event of default. In the
instances where an event of default has occurred, interest shall be calculated
at a rate equal to the lesser of 9% per annum or the highest amount permitted by
applicable law.
Maturities in years ending June 30:
--------------------------------------------------------------------------------
2001 $ 388
2002 382
2003 376
2004 374
2005 366
Thereafter 940
--------------
$2,826
==============
F - 45
<PAGE>
MARION CAPITAL HOLDINGS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Table Dollar Amounts in Thousands)
Note 10 -- Loan Servicing
Loans serviced for others are not included in the accompanying consolidated
balance sheet. The unpaid principal balances of loans serviced for others
totaled $33,534,000, $38,329,000 and $32,484,000 at June 30, 2000, 1999 and
1998.
The fair value of capitalized mortgage servicing rights is based on comparable
market values and expected cash flows, with impairment assessed based on
portfolio characteristics including product type, investor type, and interest
rates.
2000 1999 1998
--------------------------------------------------------------------------------
Mortgage servicing rights
Balances, July 1 $127 $ 58 $43
Servicing rights capitalized 26 83 24
Amortization of servicing rights (24) (14) (9)
-----------------------------------
Balances, June 30 $129 $127 $58
===================================
Note 11 -- Income Tax
Year Ended June 30 2000 1999 1998
--------------------------------------------------------------------------------
Currently payable
Federal $569 $ 654 $645
State 173 293 269
Deferred
Federal (429) 254 (51)
State (22) (19) (4)
-----------------------------------
Total income tax expense $291 $1,182 $859
===================================
<TABLE>
<CAPTION>
Year Ended June 30 2000 1999 1998
--------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Reconciliation of federal statutory to actual tax expense
Federal statutory income tax at 34% $937 $1,124 $1,082
Increase in cash value of life insurance and death benefits (342) (92) (60)
Effect of state income taxes 100 181 175
Business income tax credits (455) (11) (338)
Other 51 (20)
-----------------------------------------------
Actual tax expense $291 $1,182 $ 859
===============================================
</TABLE>
F - 46
<PAGE>
MARION CAPITAL HOLDINGS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Table Dollar Amounts in Thousands)
A cumulative net deferred tax asset is included in other assets. The components
of the asset are as follows:
June 30 2000 1999
----------------------------------------------------------------------------
Assets
Allowance for loan losses $1,105 $1,087
Deferred compensation 1,139 1,116
Loan fees 15 28
Pensions and employee benefits 381 336
Business income tax credits 601 257
Loss on limited partnerships 106 74
Other 50 34
-----------------------
Total assets 3,397 2,932
-----------------------
Liabilities
State income tax (180) (166)
Securities available for sale (3) (9)
Depreciation (53) (56)
Mortgage servicing rights (55) (52)
FHLB stock dividends (49) (49)
Other (4) (3)
Total liabilities (344) (335)
-----------------------
$3,053 $2,597
=======================
No valuation allowance was considered necessary at June 30, 2000 and 1999.
At June 30, 2000, the Company had an unused business income tax credit
carryforward of $601,000, which expires in 2014.
Retained earnings include approximately $8,300,000 for which no deferred income
tax liability has been recognized. This amount represents an allocation of
income to bad debt deductions as of June 30, 1988 for tax purposes only.
Reduction of amounts so allocated for purposes other than tax bad debt losses
including redemption of bank stock or excess dividends, or loss of "bank"
status, would create income for tax purposes only, which income would be subject
to the then-current corporate income tax rate. At June 30, 2000, the unrecorded
deferred income tax liability on the above amount was approximately $3,300,000.
F - 47
<PAGE>
MARION CAPITAL HOLDINGS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Table Dollar Amounts in Thousands)
Note 12 -- Other Comprehensive Income
<TABLE>
<CAPTION>
2000
----------------------------------------
Before-Tax Tax Net-of-Tax
Year Ended June 30 Amount Benefit Amount
---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Unrealized losses on securities
Unrealized holding losses arising during the year $(16) $7 $(9)
========================================
1999
----------------------------------------
Before-Tax Tax Net-of-Tax
Year Ended June 30 Amount Benefit Amount
---------------------------------------------------------------------------------------------------------------
Unrealized losses on securities
Unrealized holding losses arising during the year $(26) $9 $(17)
========================================
1998
----------------------------------------
Before-Tax Tax Net-of-Tax
Year Ended June 30 Amount Benefit Amount
---------------------------------------------------------------------------------------------------------------
Unrealized gains on securities
Unrealized holding gains arising during the year $76 $(44) $32
========================================
</TABLE>
Note 13 -- Dividends and Capital Restrictions
Without prior approval, current regulations allow the Bank to pay dividends to
the Company not exceeding retained net income for the applicable calendar year
to date plus retained net income for the preceding two years. Application is
required by the Bank to pay dividends in excess of this restriction, and as of
June 30, 2000, the Bank has approval to pay dividends of $1,500,000.
At the time of the Bank's conversion to a stock savings bank, a liquidation
account was established in an amount equal to the Bank's net worth as reflected
in the latest statement of condition used in its final conversion offering
circular. The liquidation account is maintained for the benefit of eligible
deposit account holders who maintain their deposit accounts in the Bank after
conversion. In the event of a complete liquidation, and only in such event, each
eligible deposit account holder will be entitled to receive a liquidation
distribution from the liquidation account in the amount of the then current
adjusted subaccount balance for deposit accounts then held, before any
liquidation distribution may be made to shareholders. Except for the repurchase
of stock and payment of dividends, the existence of the liquidation account will
not restrict the use or application of net worth. the initial balance of the
liquidation account was $24,100,000. At June 30, 2000, total shareholder's
equity of the bank was $27,976,000.
F-48
<PAGE>
Marion Capital Holdings, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(Table Dollar Amounts in Thousands)
Note 14 -- Stock Transactions
The Company's Board of directors has approved periodically the repurchase of up
to 5 percent of the Company's outstanding shares of common stock. Such purchases
are made subject to market conditions in open market or block transactions.
Note 15 -- Regulatory Capital
The Bank is subject to various regulatory capital requirements administered by
the federal banking agencies and is assigned to a capital category. The
assigned capital category is largely determined by ratios that are calculated
according to the regulations. The ratios are intended to measure capital
relative to assets and credit risk associated with those assets and off-balance
sheet exposures of the entity. The capital category assigned to an entity can
also be affected by qualitative judgments made by regulatory agencies about the
risk inherent in the entity's activities that are not part of the calculated
ratios.
There are five capital categories defined in the regulations, ranging from well
capitalized to critically undercapitalized. Classification of a bank in any of
the undercapitalized categories can result in actions by regulators that could
have a material effect on a bank's operations. At June 30, 2000 and 1999, the
Bank is categorized as well capitalized and met all subject capital adequacy
requirements. There are no conditions or events since June 30, 2000 that
management believes have changed the Bank's classification.
F-49
<PAGE>
Appendix A
-----------------------------------------------------------------------
AGREEMENT AND PLAN OF MERGER
dated as of June 7, 2000
by and between
MUTUAL FIRST FINANCIAL, INC.
and
MARION CAPITAL HOLDINGS, INC.
-----------------------------------------------------------------------------
<PAGE>
TABLE OF CONTENTS
ARTICLE I
CERTAIN DEFINITIONS...................................................1
1.01 Certain Definitions..........................................1
ARTICLE II
THE TRANSACTION.......................................................6
2.01 [INTENTIONALLY LEFT BLANK]...................................6
2.02 The Company Merger...........................................6
2.03 Bank Merger..................................................7
2.04 Effective Date and Effective Time............................8
2.05 Reservation of Right to Revise Transaction...................8
ARTICLE III
CONSIDERATION; EXCHANGE PROCEDURES....................................8
3.01 Merger Consideration.........................................8
3.02 Rights as Stockholders; Stock Transfers......................9
3.03 Fractional Shares............................................9
3.04 Exchange Procedures..........................................9
3.05 Anti-Dilution Provisions.....................................11
3.06 Options......................................................11
ARTICLE IV
ACTIONS PENDING TRANSACTION...........................................12
4.01 Forbearances of Marion.......................................12
4.02 Forbearances of Mutual First.................................15
ARTICLE V
REPRESENTATIONS AND WARRANTIES........................................17
5.01 Disclosure Schedules.........................................17
5.02 Standard.....................................................18
5.03 Representations and Warranties of Marion.....................18
5.04 Representations and Warranties of Mutual First...............28
i
<PAGE>
ARTICLE VI
COVENANTS............................................................35
6.01 Reasonable Best Efforts.....................................35
6.02 Stockholder Approvals.......................................35
6.03 Registration Statement......................................35
6.04 Press Releases..............................................36
6.05 Access; Information.........................................36
6.06 Marion Proposal.............................................37
6.07. Affiliate Agreement.........................................38
6.08 Takeover Laws...............................................38
6.09 Certain Policies............................................38
6.10 NASDAQ Listing..............................................38
6.11 Regulatory Applications.....................................39
6.12 Indemnification.............................................39
6.13 Benefit Plans...............................................40
6.14 Notification of Certain Matters.............................41
6.15 Directors...................................................42
6.16 THIS PARAGRAPH INTENTIONALLY LEFT BLANK.....................42
6.17 Liabilities and Remedies and Breakup Fee....................42
6.18 Marion Fee..................................................43
ARTICLE VII
CONDITIONS TO CONSUMMATION OF THE COMPANY MERGER.....................43
7.01 Conditions to Each Party's Obligation to Effect the
Company Merger.............................................43
7.02 Conditions to Obligation of Marion..........................45
7.03 Conditions to Obligation of Mutual First....................45
ARTICLE VIII
TERMINATION..........................................................46
8.01 Termination.................................................46
8.02 Effect of Termination and Abandonment.......................47
ARTICLE IX
MISCELLANEOUS........................................................47
9.01 Survival....................................................47
9.02 Waiver; Amendment...........................................47
9.03 Counterparts................................................47
9.04 Governing Law...............................................47
9.05 Expenses....................................................48
ii
<PAGE>
9.06 Notices....................................................48
9.07 Entire Understanding; No Third Party Beneficiaries.........49
9.08 Interpretation; Effect.....................................49
EXHIBIT A Form of Subsidiary Plan of Merger
EXHIBIT B Form of Marion Affiliate Agreement
iii
<PAGE>
AGREEMENT AND PLAN OF MERGER, dated as of June 7, 2000 (this "Agreement"),
by and between Mutual First Financial, Inc. ("Mutual First") and Marion Capital
Holdings, Inc. ("Marion").
RECITALS
A. Marion. Marion is an Indiana corporation, having its principal
place of business in Marion, Indiana.
B. Mutual First. Mutual First is a Maryland corporation, having its
principal place of business in Muncie, Indiana.
C. Intentions of the Parties. It is the intention of the parties to
this Agreement that the combination of Marion and Mutual First be accounted for
under the "purchase" accounting method and that each of the business
combinations contemplated hereby be treated as a "reorganization" under Section
368 of the Internal Revenue Code of 1986, as amended (the "Code").
D. Board Action. The respective Boards of Directors of Mutual First and
Marion have determined that it is in the best interests of their respective
companies and their stockholders to consummate a strategic business alliance
between Marion and Mutual First by the merger of Marion with and into Mutual
First and the other business combinations contemplated herein.
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants, representations, warranties and agreements contained herein the
parties agree as follows:
ARTICLE I
CERTAIN DEFINITIONS
1.01 Certain Definitions. The following terms are used in this Agreement
with the meanings set forth below:
"Agreement" means this Agreement, as amended or modified from time to time
in accordance with Section 9.02.
"Bank Merger" has the meaning set forth in Section 2.03.
"CEBA" means the Competitive Equality Banking Act of 1987.
"Code" has the meaning set forth in the Recitals to this Agreement.
"Company Merger" has the meaning set forth in Section 2.02(a).
"Compensation and Benefit Plans" has the meaning set forth in Section
5.03(m).
A-1
<PAGE>
"Costs" has the meaning set forth in Section 6.12(a).
"Disclosure Schedule" has the meaning set forth in Section 5.01.
"DOL" means the Department of Labor.
"Effective Date" means the date on which the Effective Time occurs.
"Effective Time" means the effective time of the Company Merger and the
Bank Merger, as provided for in Section 2.04.
"Environmental Laws" means all applicable local, state and federal
environmental, health and safety laws and regulations, including, without
limitation, the Resource Conservation and Recovery Act, the Comprehensive
Environmental Response, Compensation, and Liability Act, the Clean Water Act,
the Clean Air Act, and the Occupational Safety and Health Act, each as amended,
regulations promulgated thereunder, and state counterparts.
"ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.
"ERISA Affiliate" has the meaning set forth in Section 5.03(m).
"ERISA Affiliate Plan" has the meaning set forth in Section 5.03(m).
"Exchange Act" means the Securities Exchange Act of 1934, as amended, and
the rules and regulations thereunder.
"Exchange Agent" has the meaning set forth in Section 3.04(a).
"Exchange Fund" has the meaning set forth in Section 3.04(a).
"Exchange Ratio" has the meaning set forth in Section 3.01(a).
"FDIC" means the Federal Deposit Insurance Corporation
"FFIEC" means the Federal Financial Institutions Examination Council.
"Governmental Authority" means any court, administrative agency or
commission or other federal, state or local governmental authority or
instrumentality.
"Indemnified Party" has the meaning set forth in Section 6.12(a).
"Indiana Law" means the relevant provisions of the Indiana Business
Corporation Law.
A-2
<PAGE>
"Indiana Secretary" means the Secretary of State of the State of Indiana.
"Insurance Amount" has the meaning set forth in Section 6.12(b).
"IRS" means the Internal Revenue Service.
"Lien" means any charge, mortgage, pledge, security interest, restriction,
claim, lien, or encumbrance.
"Marion" has the meaning set forth in the preamble to this Agreement.
"Marion Affiliate" has the meaning set forth in SEC Accounting Series
Releases 130 and 135.
"Marion Board" means the Board of Directors of Marion.
"Marion Bylaws" means the Bylaws of Marion.
"Marion Articles" means the Articles of Incorporation of Marion.
"Marion Common Stock" means the common stock, without par value of Marion.
"Marion Meeting" has the meaning set forth in Section 6.02.
"Marion Preferred Stock" means the preferred stock, without par value of
Marion.
"Marion Proposal" shall mean a tender offer or exchange offer, proposal for
a merger, involving Marion or any of its subsidiaries, or any proposal or offer
to acquire in any manner a substantial equity interest in, or a substantial
portion of, the assets or deposits of Marion or any of its subsidiaries, other
than the transactions contemplated by this agreement.
"Marion Stock" means, collectively, Marion Common Stock and Marion
Preferred Stock.
"Marion Stock Option" has the meaning set forth in Section 3.06(a).
"Marion Stock Plan" means the Marion Capital Holdings, Inc. Stock Option
Plan.
"Maryland Law" means the relevant provisions of the Maryland corporate
code.
"Maryland Secretary" means the State Department of Assessments and
Taxation.
"Material Adverse Effect" means, with respect to Mutual First or Marion,
any effect that (i) is material and adverse to the financial position, results
of operations or business of Mutual First
A-3
<PAGE>
and its Subsidiaries taken as a whole or Marion and its Subsidiaries taken as a
whole, respectively, or (ii) would materially impair the ability of Mutual First
or Marion to perform its obligations under this Agreement or otherwise
materially threaten or materially impede the consummation of the Company Merger
and the other transactions contemplated by this Agreement; provided, however,
that Material Adverse Effect shall not be deemed to include the impact of (a)
changes in thrift, banking and similar laws of general applicability or
interpretations thereof by courts or governmental authorities, or other changes
affecting depository institutions generally, including changes in general
economic conditions and changes in prevailing interest and deposit rates, (b)
changes in generally accepted accounting principles or regulatory accounting
requirements applicable to thrifts, banks and their holding companies generally,
(c) any modifications or changes to valuation policies and practices in
connection with the Company Merger or Bank Merger or restructuring charges taken
in connection with the Company Merger or Bank Merger, in each case in accordance
with generally accepted accounting principles, (d) changes resulting from
expenses (such as legal, accounting and investment bankers' fees) incurred in
connection with this Agreement and (e) actions or omissions of Mutual First or
Marion taken with the prior written consent of Marion or Mutual First, as
applicable, in contemplation of the transactions contemplated hereby.
"Merger Consideration" has the meaning set forth in Section 2.05.
"Mutual First" has the meaning set forth in the preamble to this Agreement.
"Mutual First Affiliate" has the meaning set forth in SEC Accounting Series
Releases 130 and 135.
"Mutual First Board" means the Board of Directors of Mutual First.
"Mutual First Common Stock" means the common stock, par value $0.01 per
share, of Mutual First.
"Mutual First Meeting" has the meaning set forth in Section 6.02.
"Mutual First Proposal" shall mean a tender offer or exchange offer,
proposal for a merger, involving Mutual First or any of its Subsidiaries, or any
proposal or offer to acquire in any manner a substantial equity interest in, or
a substantial portion of, the assets or deposits of Mutual First or any of its
subsidiaries, other than the transactions contemplated by this Agreement.
"NASDAQ" means The Nasdaq Stock Market, Inc.'s National Market System.
"New Certificates" has the meaning set forth in Section 3.04(a).
"Old Certificates" has the meaning set forth in Section 3.04(a).
A-4
<PAGE>
"OTS" means the Office of Thrift Supervision.
"PBGC" means the Pension Benefit Guaranty Corporation.
"Pension Plan" has the meaning set forth in Section 5.03(m).
"Person" means any individual, bank, corporation, partnership, association,
joint-stock company, business trust or unincorporated organization.
"Previously Disclosed" by a party shall mean information set forth in its
Disclosure Schedule.
"Proxy Statement" has the meaning set forth in Section 6.03.
"Registration Statement" has the meaning set forth in Section 6.03.
"Regulatory Authorities" has the meaning set forth in Section 5.03(i).
"Representatives" means, with respect to any Person, such Person's
directors, officers, employees, legal or financial advisors or any
representatives of such legal or financial advisors.
"Rights" means, with respect to any Person, securities or obligations
convertible into or exercisable or exchangeable for, or giving any person any
right to subscribe for or acquire, or any options, calls or commitments relating
to, or any stock appreciation right or other instrument the value of which is
determined in whole or in part by reference to the market price or value of,
shares of capital stock of such Person.
"SEC" means the Securities and Exchange Commission.
"SEC Documents" has the meaning set forth in Section 5.03(g).
"Securities Act" means the Securities Act of 1933, as amended, and the
rules and regulations thereunder.
"Specified Representations" has the meaning set forth in Section 5.02.
"Subsidiary" has the meaning ascribed to it in Rule 1-02 of Regulation S-X
of the SEC.
"Surviving Corporation" has the meaning set forth in Section 2.02.
"Takeover Laws" has the meaning set forth in Section 5.03(o).
A-5
<PAGE>
"Tax" and "Taxes" means all federal, state, local or foreign taxes,
charges, fees, levies or other assessments, however denominated, including,
without limitation, all net income, gross income, gains, gross receipts, sales,
use, ad valorem, goods and services, capital, production, transfer, franchise,
windfall profits, license, withholding, payroll, employment, disability,
employer health, excise, estimated, severance, stamp, occupation, property,
environmental, unemployment or other taxes, custom duties, fees, assessments or
charges of any kind whatsoever, together with any interest and any penalties,
additions to tax or additional amounts, in each case imposed by any taxing or
Governmental Authority whether arising before, on or after the Effective Date.
"Tax Returns" means any return, amended return or other report (including
elections, declarations, disclosures, schedules, estimates and information
returns) required to be filed with any Governmental Authority with respect to
any Tax.
"Transaction" means the Company Merger and the Bank Merger.
"Treasury Stock" shall mean shares of Marion Stock held by Marion or any of
its Subsidiaries or by Mutual First or any of its Subsidiaries, in each case
other than in a fiduciary capacity or as a result of debts previously contracted
in good faith.
ARTICLE II
THE TRANSACTION
2.01 [INTENTIONALLY LEFT BLANK]
2.02 The Company Merger.
(a) Merger. At the Effective Time, Marion shall merge with and
into Mutual First (the "Company Merger"), the separate corporate
existence of Marion shall cease and Mutual First shall survive and
continue to exist as a Maryland corporation (Mutual First, as the
surviving corporation in the Company Merger, sometimes being referred
to herein as the "Surviving Corporation").
(b) Corporate Law Filings. Subject to the satisfaction or
waiver of the conditions set forth in Article VII, the Company Merger
shall become effective upon the occurrence of the filing in the office
of the Maryland Secretary of articles of merger in accordance with
Maryland Law and the filing in the office of the Indiana Secretary of
articles of merger in accordance with Indiana Law, or such later date
and time as may be set forth in such articles of merger.
(c) Effects of Company Merger. The Company Merger shall have
the effects prescribed in the Maryland Law including but not limited
to, Mutual First, as the
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Surviving Corporation, thereupon and thereafter possessing all of the
rights, privileges, immunities and franchises, of a public as well as
of a private nature, of each of the corporations so merged and Mutual
First, as the Surviving Corporation, becoming responsible and liable
for all the liabilities, obligations and penalties of each of the
corporations so merged. All rights of creditors and obligors and all
liens on the property of each of Marion and Mutual First shall be
preserved unimpaired.
(d) Articles of Incorporation and Bylaws of Surviving
Corporation. The Articles of Incorporation and Bylaws of Mutual First
immediately after the Company Merger shall be those of Mutual First as
in effect immediately prior to the Effective Time.
(e) Directors and Officers of the Surviving Corporation. The
directors and officers of Mutual First immediately after the Company
Merger shall be the directors and officers of Mutual First immediately
prior to the Effective Time, subject to the provisions of Section 6.15
hereof, until such time as their successors shall be duly elected and
qualified.
(f) Service of Process. At the Effective Time, Mutual First,
as the Surviving Corporation, consents to be sued and served with
process in the State of Maryland and irrevocably appoints the Maryland
Secretary of State as its agent to accept service of process in any
proceeding in the State of Maryland to enforce against it any
obligation of Marion.
(g) Principal Office. The location of the principal
office of Mutual First, as the Surviving Corporation, in the State of
Indiana shall be 110 E. Charles Street, Muncie, Indiana.
(h) Plan of Merger. At the reasonable request of any party,
Marion and Mutual First shall enter into a separate plan of merger
reflecting the terms of the Company Merger for purposes of any state
law filing requirement.
2.03 Bank Merger. At the Effective Time and immediately following the
Company Merger, First Federal Savings Bank of Marion ("First Federal"), a
federally chartered savings bank and wholly owned Subsidiary of Marion, shall be
merged with and into Mutual Federal Savings Bank ("Mutual First Bank"), a
federally chartered savings bank and wholly-owned Subsidiary of Mutual First.
Such merger is hereinafter sometimes referred to as the "Bank Merger". The Bank
Merger shall be implemented pursuant to Subsidiary Plan of Merger, in
substantially the form of Exhibit A. In order to obtain the necessary state and
federal regulatory approvals for the Bank Merger, the parties hereto shall cause
the following to be accomplished prior to the filing of applications for
regulatory approval: Marion shall cause the Board of Directors of First Federal
to approve Subsidiary Plan of Merger, Marion as the sole stockholder of First
Federal shall approve Subsidiary Plan of Merger, and Marion shall cause
Subsidiary Plan of Merger to be duly executed by First Federal and delivered to
Mutual First. Mutual First shall
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cause the Board of Directors of Mutual First Bank to approve The Subsidiary Plan
of Merger, Mutual First as the sole stockholder of Mutual First Bank shall
approve the Subsidiary Plan of Merger, and Mutual First shall cause the
Subsidiary Plan of Merger to be duly executed by Mutual First Bank and delivered
to Marion. Prior to the Effective Time, Marion shall cause First Federal and
Mutual First shall cause Mutual First Bank to execute such articles of
combination as are necessary to make effective the Bank Merger and cause such
documents to be timely and appropriately filed and endorsed, where required, by
the OTS so that the Bank Merger shall become effective at the Effective Time.
2.04 Effective Date and Effective Time. Subject to the satisfaction or
waiver of the conditions set forth in Article VII, the parties shall cause the
effective date of the Company Merger and the Bank Merger (the "Effective Date")
to occur on (i) the fifth business day after the last of the conditions set
forth in Article VII to be satisfied prior to the Effective Date shall have been
satisfied or waived in accordance with the terms of this Agreement or (ii) such
other date to which the parties may agree in writing. The time on the Effective
Date when the Company Merger and the Bank Merger shall become effective is
referred to as the "Effective Time".
2.05 Reservation of Right to Revise Transaction. Mutual First may at
any time prior to the Effective Time, with the prior consent of Marion (such
consent not to be unreasonably withheld or delayed), change the method of
effecting the Transaction or any part thereof if and to the extent it deems such
change to be necessary, appropriate or desirable; provided, however, that no
such change shall (i) alter or change the amount or kind of consideration to be
issued to holders of Marion Common Stock as provided for in this Agreement (the
"Merger Consideration"), (ii) adversely affect the tax treatment of Marion's
stockholders as a result of receiving the Merger Consideration, (iii) materially
impede or delay consummation of the Transaction, (iv) result in any
representation or warranty of any party set forth in this Agreement becoming
incorrect in any material respect, or (v) diminish the benefits, including
membership on the Mutual First Board, to be received by the directors, officers
or employees of Marion and its Subsidiaries as set forth in this Agreement or in
any other written agreements between the parties made in connection with this
Agreement.
ARTICLE III
CONSIDERATION; EXCHANGE PROCEDURES
3.01 Merger Consideration. Subject to the provisions of this Agreement,
at the Effective Time, automatically by virtue of the Company Merger and without
any action on the part of any Person:
(a) Outstanding Marion Common Stock. Each share, excluding
Treasury Stock, of Marion Common Stock issued and outstanding
immediately prior to the Effective Time shall become and be converted
into, subject to Sections 3.03 and 3.05
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hereof, 1.862 shares of Mutual First Common Stock (the "Exchange
Ratio"). The Exchange Ratio shall be subject to adjustment as set forth
in Section 3.05.
(b) Outstanding Mutual First Common Stock. Each share of
Mutual First Common Stock issued and outstanding or held in treasury
immediately prior to the Effective Time shall remain issued and
outstanding or held in treasury and shall be unaffected by the Company
Merger.
(c) Treasury Shares. Each share of Marion Common Stock held as
Treasury Stock immediately prior to the Effective Time shall be
canceled and retired at the Effective Time, and no consideration shall
be issued in exchange therefor.
3.02 Rights as Stockholders; Stock Transfers. At the Effective Time,
holders of Marion Stock shall cease to be, and shall have no rights as,
stockholders of Marion, other than to receive any dividend or other distribution
with respect to such Marion Stock permitted under this Agreement with a record
date occurring prior to the Effective Time and the consideration provided under
this Article III. After the Effective Time, there shall be no transfers on the
stock transfer books of Marion or the Surviving Corporation of shares of Marion
Stock.
3.03 Fractional Shares. Notwithstanding any other provision hereof, no
fractional shares of Mutual First Common Stock and no certificates or scrip
therefor, or other evidence of ownership thereof, will be issued in the Company
Merger; instead, Mutual First shall pay to each holder of Marion Common Stock
who would otherwise be entitled to a fractional share of Mutual First Common
Stock (after taking into account all Old Certificates delivered by such holder)
an amount in cash (without interest) determined by multiplying such fraction by
the closing sale price of Mutual First Common Stock, as reported by the NASDAQ
reporting system (as reported in The Wall Street Journal or, if not reported
therein, in another authoritative source), for the last trading day immediately
preceding the Effective Date.
3.04 Exchange Procedures.
(a) Deposit of New Certificates, Etc. At or prior to the
Effective Time, Mutual First shall deposit, or shall cause to be
deposited, with an independent exchange agent to be selected by Mutual
First and reasonably acceptable to Marion (the "Exchange Agent"), for
the benefit of the holders of certificates formerly representing shares
of Marion Common Stock ("Old Certificates"), for exchange in accordance
with this Article III, certificates representing the shares of Mutual
First Common Stock ("New Certificates") and an estimated amount of cash
(such cash and New Certificates, together with any dividends or
distributions with a record date occurring after the Effective Date
with respect thereto (without any interest on any such cash, dividends
or distributions), being hereinafter referred to as the "Exchange
Fund") to be paid pursuant to this Article III in exchange for
outstanding shares of Marion Common Stock.
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(b) Transmittal and Deliveries. As promptly as practicable
after the Effective Date, Mutual First shall send or cause to be sent
to each former holder of record of shares of Marion Common Stock
immediately prior to the Effective Time transmittal materials (which
shall specify that risk of loss and title to Old Certificates shall
pass only upon acceptance of such Old Certificates by Mutual First or
the Exchange Agent) for use in exchanging such stockholder's Old
Certificates for the consideration set forth in this Article III.
Mutual First shall cause the New Certificates into which shares of a
stockholder's Marion Common Stock are converted on the Effective Date
and/or any check in respect of any fractional share interests or
dividends or distributions which such person shall be entitled to
receive to be delivered to such stockholder upon delivery to the
Exchange Agent of Old Certificates representing such shares of Marion
Common Stock (or indemnity reasonably satisfactory to Mutual First and
the Exchange Agent, if any of such certificates are lost, stolen or
destroyed) owned by such stockholder. No interest will be paid on any
such cash to be paid in lieu of fractional share interests or in
respect of dividends or distributions which any such person shall be
entitled to receive pursuant to this Article III upon such delivery.
Mutual First and the Exchange Agent shall be entitled to rely upon the
stock transfer books of Marion to establish the identity of those
persons entitled to receive consideration specified in this Agreement,
which books shall be conclusive with respect thereto. In the event of a
dispute with respect to ownership of stock represented by any Old
Certificate, Mutual First or the Exchange Agent shall be entitled to
deposit any consideration in respect thereof in escrow with an
independent third party and thereafter be relieved with respect to any
claims thereto.
(c) Escheat. Notwithstanding the foregoing, neither the
Exchange Agent, if any, nor any party hereto shall be liable to any
former holder of Marion Stock for any amount properly delivered to a
public official pursuant to applicable abandoned property, escheat or
similar laws.
(d) Restrictions on the Payment of Dividends and Voting. No
dividends or other distributions with respect to Mutual First Common
Stock with a record date occurring after the Effective Time shall be
paid to the holder of any unsurrendered Old Certificate representing
shares of Marion Common Stock converted in the Company Merger into the
right to receive shares of such Mutual First Common Stock until the
holder thereof shall be entitled to receive New Certificates in
exchange therefor in accordance with the procedures set forth in this
Section 3.04, and no such shares of Marion Common Stock shall be
eligible to vote until the holder of Old Certificates is entitled to
receive New Certificates in accordance with the procedures set forth in
this Section 3.04. After becoming so entitled in accordance with this
Section 3.04, the record holder thereof also shall be entitled to
receive any such dividends or other distributions, without any interest
thereon, which theretofore had become payable with respect to shares of
Mutual First Common Stock such holder had the right to receive upon
surrender of the Old Certificates.
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(e) Return of Exchange Fund to Mutual First. Any portion of
the Exchange Fund that remains unclaimed by the stockholders of Marion
for twelve months after the Effective Time shall be paid to Mutual
First. Any stockholders of Marion who have not theretofore complied
with this Article III shall thereafter look only to Mutual First for
payment of the shares of Mutual First Common Stock, cash in lieu of any
fractional shares and unpaid dividends and distributions on Mutual
First Common Stock deliverable in respect of each share of Marion
Common Stock such stockholder holds as determined pursuant to this
Agreement, in each case, without any interest thereon.
3.05 Anti-Dilution Provisions. In the event Mutual First changes (or
establishes a record date for changing) the number of shares of Mutual First
Common Stock issued and outstanding prior to the Effective Date as a result of a
stock split, stock dividend, recapitalization or similar transaction with
respect to the outstanding Mutual First Common Stock and the record date
therefor shall be prior to the Effective Date, the Exchange Ratio shall be
proportionately adjusted.
3.06 Options.
(a) Conversion. At the Effective Time, each option outstanding
on the date of this Agreement to purchase shares of Marion Common Stock
under the Marion Stock Plan (each, a "Marion Stock Option") and
remaining outstanding immediately prior to the Effective Time shall, at
the Effective Time, be assumed by Mutual First and each such Marion
Stock Option shall continue to be outstanding, but shall represent an
option to purchase shares of Mutual First Common Stock in an amount and
at an exercise price determined as provided below (and otherwise
subject to the terms of the applicable Marion Stock Plan and Marion
Stock Option):
(i) the number of shares of Mutual First Common Stock
to be subject to the continuing option shall be equal to the
product of the number of shares of Marion Common Stock subject
to the original option and the Exchange Ratio, provided that
any fractional share of Mutual First Common Stock resulting
from such multiplication shall be rounded down to the nearest
share; and
(ii) the exercise price per share of Mutual First
Common Stock under the continuing option shall be equal to the
exercise price per share of Marion Common Stock under the
original option divided by the Exchange Ratio, provided that
such exercise price shall be rounded down to the nearest cent.
It is intended that the foregoing assumption shall be
undertaken consistent with and in a manner that will not constitute a
"modification" under Section 424 of the Code as to any Marion Stock
Option which is an "incentive stock option".
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(b) Reservation of Mutual First Common Stock and Securities
Filings. At all times after the Effective Time, Mutual First shall
reserve for issuance such number of shares of Mutual First Common Stock
as necessary so as to permit the exercise of continuing options in the
manner contemplated by this Agreement and the instruments pursuant to
which such options were granted. Mutual First shall make all filings
required under federal and state securities laws promptly after the
Effective Time, but to be effective no earlier than one year from the
effective date of Mutual First Bank's mutual to stock conversion, so as
to permit the exercise of such continuing options and the sale of the
shares received by the optionee upon such exercise at and after the
Effective Time and Mutual First shall continue to make such filings
thereafter as may be necessary to permit the continued exercise of
continuing options and sale of such shares.
ARTICLE IV
ACTIONS PENDING TRANSACTION
4.01 Forbearances of Marion. From the date hereof until the Effective
Time, except as expressly contemplated by this Agreement or any separate
agreement entered into by Marion and Mutual First on the date hereof, (any such
agreement being specifically incorporated by reference herein) without the prior
written consent of Mutual First (which consent shall not be unreasonably
withheld or delayed), Marion will not, and will cause each of its Subsidiaries
not to:
(a) Ordinary Course. Conduct the business of Marion and its
Subsidiaries other than in the ordinary and usual course or fail to use
reasonable efforts to (i) preserve intact in any material respect their
business organizations and assets and (ii) maintain their rights,
franchises and existing relations with customers, suppliers, employees
and business associates, or take any action reasonably likely to
materially impair Marion's ability to perform any of its obligations
under this Agreement.
(b) Marion Stock. Other than pursuant to Rights Previously
Disclosed and outstanding on the date hereof, (i) issue, sell or
otherwise permit to become outstanding, or authorize the creation of,
any additional shares of Marion Stock or any Rights, (ii) enter into
any agreement with respect to the foregoing, or (iii) permit any
additional shares of Marion Stock to become subject to new grants of
employee or director stock options, other Rights or similar stock-based
employee rights.
(c) Other Securities. Issue any other capital securities,
capital stock of any Subsidiary, debentures, or subordinated notes.
(d) Dividends, Etc. (i) Make, declare, pay or set aside for
payment any dividend (other than (A), quarterly cash dividends on
Marion Common Stock in an amount not to exceed $0.22 per share with
record and payment dates consistent with past
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practice (provided the declaration of the last quarterly dividend by
Marion prior to the Effective Time and the payment thereof shall be
coordinated with, and subject to the approval of Mutual First, so as to
preclude any duplication of dividend benefit) and (B) dividends from
wholly owned Subsidiaries to Marion or another wholly owned Subsidiary
of Marion) on or in respect of, or declare or make any distribution on
any shares of Marion Stock or (ii) directly or indirectly adjust,
split, combine, redeem, reclassify, purchase or otherwise acquire, any
shares of its capital stock or Rights.
(e) Compensation; Employment Agreements, Etc. Enter into or
amend or renew any employment, consulting, severance or similar
agreements or arrangements with any director, officer or employee of
Marion or its Subsidiaries, or grant any salary or wage increase or
increase any employee benefit (including incentive or bonus payments)
except (i) for oral at will employment agreements, (ii) for normal
individual increases in compensation to employees in the ordinary
course of business consistent with past practice, (iii) for other
changes that are required by applicable law, or (iv) to satisfy
contractual obligations and planned programs existing as of the date
hereof that are Previously Disclosed.
(f) Benefit Plans. Enter into, establish, adopt or amend
(except as may be required by existing contractual obligation or
applicable law) any pension, profit sharing, employee stock ownership,
retirement, stock option, stock appreciation, phantom stock, stock
purchase, savings, deferred compensation, consulting, bonus, group
insurance or other employee benefit, incentive or welfare contract,
plan or arrangement, or any trust agreement (or similar arrangement)
related thereto, in respect of any director, officer or employee of
Marion or its Subsidiaries, or take any action to accelerate the
vesting or exercisability of stock options, restricted stock or other
compensation or benefits payable thereunder.
(g) Dispositions. Except as Previously Disclosed, sell,
transfer, mortgage, encumber or otherwise dispose of or discontinue any
of its assets, deposits, business or properties except in the ordinary
course of business for fair value and in a transaction that is not
material to it and its Subsidiaries taken as a whole.
(h) Acquisitions. Except as Previously Disclosed, acquire
(other than by way of foreclosures or acquisitions of control in a bona
fide fiduciary capacity or in satisfaction of debts previously
contracted in good faith, in each case in the ordinary and usual course
of business consistent with past practice) all or any portion of, the
assets, business, deposits or properties of any other entity.
(i) Governing Documents. Amend the Marion Articles, Marion
Bylaws or the certificate or articles of incorporation, charter or
bylaws (or similar governing documents) of any of Marion's
Subsidiaries.
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(j) Accounting Methods. Implement or adopt any change in its
accounting principles, practices or methods, other than as may be
required by generally accepted accounting principles.
(k) Contracts. Except to satisfy Previously Disclosed written
commitments outstanding on the date hereof, enter into or terminate any
material contract (as defined in Section 5.03(k)) or amend or modify in
any material respect or renew any of its existing material contracts.
(l) Claims. Except in the ordinary course of business
consistent with past practice, settle any claim, action or proceeding,
except for any claim, action or proceeding which does not involve
precedent for other material claims, actions or proceedings and which
involves solely money damages in an amount, individually or in the
aggregate for all such settlements, that is not material to Marion and
its Subsidiaries, taken as a whole.
(m) Foreclose. Foreclose upon or otherwise take title to or
possession or control of any real property without first obtaining a
phase one environmental report thereon; provided, however, that Marion
and its Subsidiaries shall not be required to obtain such a report with
respect to one-to four-family, non-agricultural residential property of
five acres or less to be foreclosed upon unless it has reason to
believe that such property might be in violation of or require
remediation under Environmental Laws.
(n) Deposit Taking and Branch Activities. In the case of First
Federal (i) voluntarily make any material changes in or to its deposit
mix; (ii) increase or decrease the rate of interest paid on time
deposits or on certificates of deposit, except in a manner and pursuant
to policies consistent with past practice; (iii) except as Previously
Disclosed open any new branch or deposit taking facility; (iv) except
as Previously Disclosed close or relocate any existing branch or other
facility; or (v) incur any liability or obligation relating to retail
banking and branch merchandising, marketing and advertising activities
and initiatives materially in excess of the amounts budgeted in its
2000 business plan as Previously Disclosed;
(o) Investments. Enter into any securities transaction for its
own account or purchase or otherwise acquire any investment security
for its own account except purchases and sales of securities consistent
with past practice in order to maintain investment portfolios at Marion
and its Subsidiaries that have risk and asset mix characteristics
substantially similar to those of the respective investment portfolios
as of the date hereof.
(p) Capital Expenditures. Purchase or lease any fixed asset
where the amount paid or committed thereof is in excess of $25,000,
except for Previously Disclosed amounts budgeted in the 2000 budget.
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(q) Lending. (i) Make any material changes in its policies
concerning loan underwriting or which persons may approve loans or fail
to comply with such policies; or (ii) make or commit to make any new
loan, line or letter of credit, or any new or additional discretionary
advance under any existing loan, line or letter of credit, or
restructure any existing loan, line or letter of credit so that any
such loan, line or letter of credit after such actions exceeds $500,000
without the prior written consent of Mutual First acting through its
Chief Executive Officer or a Senior Vice President in a written notice
to Marion, which approval or rejection shall be given within five
business days after delivery by Marion to such officer of Mutual First
of the complete loan package;
(r) Adverse Actions. (i) Take any action or fail to take any
action while knowing that such action or inaction would, or is
reasonably likely to, prevent or impede the Company Merger and the Bank
Merger from qualifying as reorganizations within the meaning of Section
368 of the Code; or (ii) knowingly take any action or fail to take any
action that is intended or is reasonably likely to result in (A) any of
its representations and warranties set forth in this Agreement being or
becoming untrue in any material respect at any time at or prior to the
Effective Time, (B) any of the conditions to the Company Merger set
forth in Article VII not being satisfied or (C) a material violation of
any provision of this Agreement except, in each case, as may be
required by applicable law or regulation.
(s) Risk Management. Except as required by applicable law or
regulation, (i) implement or adopt any material change in its interest
rate and other risk management policies, procedures or practices; (ii)
fail to follow its existing policies or practices with respect to
managing its exposure to interest rate and other risk; or (iii) fail to
use commercially reasonable means to avoid any material increase in its
aggregate exposure to interest rate risk.
(t) Indebtedness. Incur any indebtedness for borrowed money
other than in the ordinary course of business and with a term of one
year or less.
(u) Commitments. Agree or commit to do any of the foregoing.
4.02 Forbearances of Mutual First. From the date hereof until the
Effective Time, except as expressly contemplated by this Agreement, without the
prior written consent of Marion (which consent under subsection (e) shall not be
unreasonably withheld or delayed), Mutual First will not, and will cause each of
its Subsidiaries not to:
(a) Preservation. Fail to use reasonable efforts to (i)
preserve intact in any material respect their business organizations
and assets and (ii) maintain their rights, franchises and existing
relations with customers, suppliers, employees and business associates,
or take any action reasonably likely to materially impair the ability
of Mutual First to perform any of its obligations under this Agreement.
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(b) Adverse Actions. (i) Take any action or fail to take any
action while knowing that such action or inaction would, or is
reasonably likely to, prevent or impede the Company Merger and the Bank
Merger from qualifying as reorganizations within the meaning of Section
368 of the Code; or (ii) knowingly take any action or fail to take any
action that is intended or is reasonably likely to result in (A) any of
its representations and warranties set forth in this Agreement being or
becoming untrue in any material respect at any time at or prior to the
Effective Time, (B) any of the conditions to the Company Merger set
forth in Article VII not being satisfied or (C) a material violation of
any provision of this Agreement except, in each case, as may be
required by applicable law or regulation.
(c) Accounting Methods. Implement or adopt any material change
in its accounting principles, practices or methods, other than as may
be required by generally accepted accounting principles.
(d) Acquisitions. Except as Previously Disclosed, acquire
(other than by way of foreclosures or acquisitions of control in a bona
fide fiduciary capacity or in satisfaction of debts previously
contracted in good faith, in each case in the ordinary and usual course
of business consistent with past practice) all or a significant portion
of the assets, business, deposits or properties of any other entity if
the impact of any such acquisition would be to prevent or materially
delay the Effective Time of the Transaction.
(e) Ordinary Course. Conduct the business of Mutual First and
its Subsidiaries other than in the ordinary and usual course or fail to
use reasonable efforts to (i) preserve intact in any material respect
their business organizations and assets and (ii) maintain their rights,
franchises and existing relations with customers, suppliers, employees
and business associates, or take any action reasonably likely to
materially impair Mutual First's ability to perform any of its
obligations under this Agreement.
(f) Dividends, Etc. (i) Make, declare, pay or set aside for
payment any dividend (other than (A), quarterly cash dividends on
Mutual First Common Stock in an amount not to exceed $0.07 per share
with record and payment dates consistent with past practice (provided
the declaration of the last quarterly dividend by Mutual First prior to
the Effective Time and the payment thereof shall be coordinated with,
and subject to the approval of Mutual First, so as to preclude any
duplication of dividend benefit) and (B) dividends from wholly owned
Subsidiaries to Mutual First or another wholly owned Subsidiary of
Mutual First) on or in respect of, or declare or make any distribution
on any shares of Mutual First Stock or (ii) directly or indirectly
adjust, split, combine, redeem, reclassify, purchase or otherwise
acquire, any shares of its capital stock or Rights.
(g) Compensation; Employment Agreements, Etc. Enter into or
amend or renew any employment, consulting, severance or similar
agreements or arrangements with any director, officer or employee of
Mutual First or its Subsidiaries, or grant any salary or
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wage increase or increase any employee benefit (including incentive or
bonus payments) except (i) for oral at will employment agreements, (ii)
for normal individual increases in compensation to employees in the
ordinary course of business consistent with past practice, (iii) for
other changes that are required by applicable law, or (iv) to satisfy
contractual obligations and planned programs existing as of the date
hereof that are Previously Disclosed.
(h) Dispositions. Except as Previously Disclosed, sell,
transfer, mortgage, encumber or otherwise dispose of or discontinue any
of its assets, deposits, business or properties except in the ordinary
course of business for fair value and in a transaction that is not
material to it and its Subsidiaries taken as a whole.
(i) Risk Management. Except as required by applicable law or
regulation, (i) implement or adopt any material change in its interest
rate and other risk management policies, procedures or practices; (ii)
fail to follow its existing policies or practices with respect to
managing its exposure to interest rate and other risk; or (iii) fail to
use commercially reasonable means to avoid any material increase in its
aggregate exposure to interest rate risk.
(j) Indebtedness. Incur any indebtedness for borrowed money
other than in the ordinary course of business.
(k) Commitments. Agree or commit to do any of the foregoing.
ARTICLE V
REPRESENTATIONS AND WARRANTIES
5.01 Disclosure Schedules. Prior to the date hereof, Mutual First has
delivered to Marion a schedule and Marion has delivered to Mutual First a
schedule (respectively, its "Disclosure Schedule") setting forth, among other
things, items the disclosure of which is necessary or appropriate either in
response to an express disclosure requirement contained in a provision hereof or
as an exception to one or more representations or warranties contained in
Section 5.03 or 5.04 or to one or more of its covenants contained in Article IV;
provided, that (a) no such item is required to be set forth in a Disclosure
Schedule as an exception to a Specified Representation if its absence would not
be reasonably likely to result in the Specified Representation being deemed
untrue or incorrect under the standard established by Section 5.02, and (b) the
mere inclusion of an item in a Disclosure Schedule as an exception to a
Specified Representation shall not be deemed an admission by a party that such
item represents a material exception or fact, event or circumstance or that such
item is reasonably likely to result in a Material Adverse Effect on the party
making the representation. Marion's representations, warranties and covenants
contained in this Agreement shall not be deemed to be untrue or
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breached as a result of effects arising solely from actions taken in compliance
with a written request of Mutual First.
5.02 Standard. No representation or warranty of Marion or Mutual First
contained in Section 5.03(a), (c)(iii), (d), (e), (f)(i), (f)(ii)(A),
(f)(ii)(C), (j)(ii), (h), (n), (o), (q), (r), (s), (t), (u) and (w) or 5.04(a),
(c), (d), (e), (f)(i), (h), (k), (m), (n), (o), (q) and (r) (collectively, the
"Specified Representations") shall be deemed untrue or incorrect, and no party
hereto shall be deemed to have breached a Specified Representation, as a
consequence of the existence of any fact, event or circumstance unless such
fact, circumstance or event, individually or taken together with all other
facts, events or circumstances inconsistent with any Specified Representation
has had or is reasonably likely to have a Material Adverse Effect. For purposes
of this Agreement, "knowledge" shall mean, with respect to a party hereto,
actual knowledge of any officer of that party with the title, if any, ranking
not less than senior vice president and that party's in-house counsel, if any.
5.03 Representations and Warranties of Marion. Subject to Sections 5.01
and 5.02 and except as Previously Disclosed in a paragraph of its Disclosure
Schedule corresponding to the relevant paragraph below, Marion hereby represents
and warrants to Mutual First:
(a) Organization, Standing and Authority. Marion is a
corporation duly organized and validly existing under the laws of the
State of Indiana. Marion is duly qualified to do business and is in
good standing in the states of the United States and any foreign
jurisdictions where its ownership or leasing of property or assets or
the conduct of its business requires it to be so qualified.
(b) Marion Stock. The authorized capital stock of Marion
consists solely of (i) 5,000,000 shares of Marion Common Stock, of
which 1,362,971 shares were outstanding as of the day prior to the date
hereof, and (ii) 2,000,000 shares of Marion Preferred Stock, of which
no shares are outstanding. The outstanding shares of Marion Stock have
been duly authorized and are validly issued and outstanding, fully paid
and nonassessable, and subject to no preemptive rights (and were not
issued in violation of any preemptive rights). As of the date hereof,
except as Previously Disclosed, there are no shares of Marion Stock
authorized and reserved for issuance, Marion does not have any Rights
issued or outstanding with respect to Marion Stock, and Marion does not
have any commitment to authorize, issue or sell any Marion Stock or
Rights, other than as set forth in this Agreement. The number of shares
of Marion Common Stock which are issuable upon exercise of each Marion
Stock Option outstanding as of the date hereof and the exercise price
per share are Previously Disclosed.
(c) Subsidiaries. (i)(A) Marion has Previously Disclosed a
list of all of its Subsidiaries together with the jurisdiction of
organization of each such Subsidiary, (B) except as previously
disclosed, it owns, directly or indirectly, all the issued and
outstanding equity securities of each of its Subsidiaries, (C) no
equity securities of any of
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its Subsidiaries are or may become required to be issued (other than to
it or its wholly-owned Subsidiaries) by reason of any Right or
otherwise, (D) there are no contracts, commitments, understandings or
arrangements by which any of such Subsidiaries is or may be bound to
sell or otherwise transfer any equity securities of any such
Subsidiaries (other than to it or its wholly-owned Subsidiaries), (E)
there are no contracts, commitments, understandings, or arrangements
relating to its rights to vote or to dispose of such securities and (F)
all the equity securities of each Subsidiary held by Marion or its
Subsidiaries are fully paid and nonassessable and are owned by Marion
or its Subsidiaries free and clear of any Liens.
(ii) Neither Marion nor any Marion Subsidiary owns
beneficially any equity securities or similar interests of any
Person, or any interest in a partnership or joint venture of
any kind, other than a Marion Subsidiary.
(iii) Each of Marion's Subsidiaries has been duly
organized and is validly existing in good standing under the
laws of the jurisdiction of its organization, and is duly
qualified to do business and in good standing in the
jurisdictions where its ownership or leasing of property or
the conduct of its business requires it to be so qualified.
(d) Corporate Power. Each of Marion and its Subsidiaries has
the corporate power and authority to carry on its business as it is now
being conducted and to own all its properties and assets; and Marion
has the corporate power and authority to execute, deliver and perform
its obligations under this Agreement and to consummate the transactions
contemplated hereby.
(e) Corporate Authority. Subject in the case of this Agreement
to receipt of the requisite approval of this Agreement (including the
agreement of merger set forth herein) by the holders of a majority of
the outstanding shares of Marion Common Stock entitled to vote thereon
(which is the only Marion shareholder vote required thereon) and the
corporate approvals required in Section 2.03 of this Agreement, this
Agreement and the transactions contemplated hereby have been authorized
by all necessary corporate action of Marion and the Marion Board on or
prior to the date hereof. This Agreement is a valid and legally binding
obligation of Marion, enforceable in accordance with its terms (except
as enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium, fraudulent transfer and similar laws of
general applicability relating to or affecting creditors' rights or by
general equity principles).
(f) Regulatory Filings; No Defaults. (i) No consents or
approvals of, or filings or registrations with, any Governmental
Authority or with any third party are required to be made or obtained
by Marion or any of its Subsidiaries in connection with the execution,
delivery or performance by Marion of this Agreement or to consummate
the Company Merger or the Bank Merger except for (A) filings of
applications or notices
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with the OTS, (B) filings with the SEC and state securities
authorities, (C) filings for approval of listing on the Nasdaq System
of the shares to be issued, and (D) the filing of (and endorsement of,
if required) articles of merger or articles of combination with the
Maryland Secretary, the Indiana Secretary and the OTS. As of the date
hereof, Marion is not aware of any reason why the approvals set forth
in Section 7.01(b) will not be received in a timely manner without the
imposition of a condition, restriction or requirement of the type
described in Section 7.01(b).
(ii) Subject to receipt of the regulatory approvals referred
to in the preceding paragraph, and expiration of related waiting
periods, and required filings under federal and state securities laws,
the execution, delivery and performance of this Agreement and the
consummation of the transactions contemplated hereby and thereby do not
and will not (A) constitute a breach or violation of, or a default
under, or give rise to any Lien, any acceleration of remedies or any
right of termination under, any law, rule or regulation or any
judgment, decree, order, governmental permit or license, or material
agreement, indenture or instrument of Marion or of any of its
Subsidiaries or to which Marion or any of its Subsidiaries or
properties is subject or bound, (B) constitute a breach or violation
of, or a default under, the Marion Articles or the Marion Bylaws, or
(C) require any consent or approval under any such law, rule,
regulation, judgment, decree, order, governmental permit or license,
material agreement, indenture or instrument.
(g) Financial Reports and SEC Documents. (i) Marion's Annual
Reports on Form 10-K for the fiscal years ended June 30, 1997, 1998 and
1999, and all other reports, registration statements, definitive proxy
statements or information statements filed or to be filed by it or any
of its Subsidiaries subsequent to June 30, 1999 under the Securities
Act, or under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, in
the form filed or to be filed (collectively, Marion's "SEC Documents")
with the SEC, as of the date filed, (A) complied or will comply in all
material respects with the applicable requirements under the Securities
Act or the Exchange Act, as the case may be, and (B) did not and will
not contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were
made, not misleading; and each of the balance sheets or statements of
condition contained in or incorporated by reference into any such SEC
Document (including the related notes and schedules thereto) fairly
presents, or will fairly present in all material respects, the
financial position of Marion and its Subsidiaries as of its date, and
each of the statements of income and changes in stockholders' equity
and cash flows or equivalent statements in such SEC Documents
(including any related notes and schedules thereto) fairly presents, or
will fairly present, in all material respects, the results of
operations, changes in stockholders' equity and cash flows, as the case
may be, of Marion and its Subsidiaries for the periods to which they
relate, in each case in accordance with generally accepted accounting
principles consistently applied during the periods involved, except in
each case as may be noted therein, subject to normal year-end audit
adjustments and the absence of footnotes in the case of unaudited
statements.
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(ii) Except for liabilities incurred in connection with
negotiation of and compliance with this Agreement and otherwise in
connection with the transactions contemplated hereby, since June 30,
1999, Marion and its Subsidiaries have not incurred any liability other
than in the ordinary course of business consistent with past practice.
(iii) Since June 30, 1999, (A) Marion and its Subsidiaries
have conducted their respective businesses in the ordinary and usual
course consistent with past practice (excluding matters related to this
Agreement and the transactions contemplated hereby) and (B) no event
has occurred or circumstance arisen that, individually or taken
together with all other facts, circumstances and events (described in
any paragraph of Section 5.03 or otherwise), is reasonably likely to
have a Material Adverse Effect with respect to Marion.
(h) Litigation. No material litigation, claim or other
proceeding before any Governmental Authority is pending against Marion
or any of its Subsidiaries and, to Marion's knowledge, no such
litigation, claim or other proceeding has been threatened.
(i) Regulatory Matters. (i) Neither Marion nor any of its
Subsidiaries or properties is a party to or is subject to any order,
decree, agreement, memorandum of understanding or similar arrangement
with, or a commitment letter or similar submission to, or extraordinary
supervisory letter from, any federal or state governmental agency or
authority charged with the supervision or regulation of financial
institutions (or their holding companies) or issuers of securities or
engaged in the insurance of deposits (including, without limitation,
the Board of Governors of the Federal Reserve System, the OTS, and the
FDIC) or the supervision or regulation of it or any of its Subsidiaries
(collectively, the "Regulatory Authorities").
(ii) Neither Marion nor any of its Subsidiaries has been
advised by any Regulatory Authority that such Regulatory Authority is
contemplating issuing or requesting (or is considering the
appropriateness of issuing or requesting) any such order, decree,
agreement, memorandum of understanding, commitment letter, supervisory
letter or similar submission.
(j) Compliance with Laws. Each of Marion and its Subsidiaries:
(i) is in substantial compliance with all applicable
federal, state, local and foreign statutes, laws, regulations,
ordinances, rules, judgments, orders or decrees applicable
thereto or to the employees conducting such businesses,
including, without limitation, the Equal Credit Opportunity
Act, the Fair Housing Act, the Community Reinvestment Act of
1977, the Home Mortgage Disclosure Act and all other
applicable fair lending laws and other laws relating to
discriminatory business practices;
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(ii) has all permits, licenses, authorizations,
orders and approvals of, and has made all filings,
applications and registrations with, all Governmental
Authorities that are required in order to permit them to own
or lease their properties and to conduct their businesses as
presently conducted; all such permits, licenses, certificates
of authority, orders and approvals are in full force and
effect and, to Marion's knowledge, no suspension or
cancellation of any of them is threatened or will result from
the consummation of the transactions contemplated by this
Agreement; and
(iii) has received, since June 30, 1998, no
notification or communication from any Governmental Authority
(A) asserting that Marion or any of its Subsidiaries is not in
compliance in any material respect with any of the statutes,
regulations, or ordinances which such Governmental Authority
enforces or (B) threatening to revoke any material license,
franchise, permit, or governmental authorization (nor, to
Marion's knowledge, do any grounds for any of the foregoing
exist).
(k) Material Contracts; Defaults. Except for this Agreement
and those agreements and other documents filed as exhibits to its SEC
Documents, neither it nor any of its Subsidiaries is a party to, bound
by or subject to any agreement, contract, arrangement, commitment or
understanding (whether written or oral) (i) that is a "material
contract" within the meaning of Item 601(b)(10) of the SEC's Regulation
S-K or (ii) that restricts or limits in any material way the conduct of
business by it or any of its Subsidiaries (it being understood that any
non-compete or similar provision which restricts the ability of Marion
or its Subsidiaries to compete with others shall be deemed material).
Neither it nor any of its Subsidiaries is in default in any material
respect under any material contract, agreement, commitment,
arrangement, lease, insurance policy or other instrument to which it is
a party, by which its respective assets, business, or operations may be
bound or affected, or under which it or its respective assets,
business, or operations receive benefits, and there has not occurred
any event that, with the lapse of time or the giving of notice or both,
would constitute such a default.
(l) Brokers. No action has been taken by Marion that would
give rise to any valid claim against any party hereto for a brokerage
commission, finder's fee or other like payment with respect to the
transactions contemplated by this Agreement, excluding Previously
Disclosed fees to be paid to Keefe, Bruyette and Woods ("KBW") and
David A. Noyes & Company.
(m) Employee Benefit Plans. (i) Section 5.03(m)(i) of Marion's
Disclosure Schedule contains a complete and accurate list of all
existing bonus, incentive, deferred compensation, pension, retirement,
profit-sharing, thrift, savings, employee stock ownership, stock bonus,
stock purchase, restricted stock, stock option, stock appreciation,
phantom stock, severance, welfare and fringe benefit plans, employment
or severance
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agreements and all similar practices, policies and arrangements
maintained by Marion or any of its Subsidiaries in which any employee
or former employee, consultant or former consultant or director or
former director of Marion or any of its Subsidiaries participates or to
which any such employees, consultants or directors are a party other
than plans and programs involving immaterial obligations (the
"Compensation and Benefit Plans"). Except as expressly contemplated by
a separate agreement entered into by Marion and Mutual First on the
date hereof, neither Marion nor any of its Subsidiaries has any
commitment to create any additional Compensation and Benefit Plan or to
modify or change any existing Compensation and Benefit Plan.
(ii) Each Compensation and Benefit Plan has been operated and
administered in all material respects in accordance with its terms and
with applicable law, including, but not limited to, ERISA, the Code,
the Securities Act, the Exchange Act, the Age Discrimination in
Employment Act, or any regulations or rules promulgated thereunder, and
all material filings, disclosures and notices required by ERISA, the
Code, the Securities Act, the Exchange Act, the Age Discrimination in
Employment Act and any other applicable law have been timely made. Each
Compensation and Benefit Plan which is an "employee pension benefit
plan" within the meaning of Section 3(2) of ERISA (a "Pension Plan")
and which is intended to be qualified under Section 401(a) of the Code
has received a favorable determination letter (including a
determination that the related trust under such Compensation and
Benefit Plan is exempt from tax under Section 501(a) of the Code) from
the IRS, and Marion is not aware of any circumstances likely to result
in revocation of any such favorable determination letter. There is no
material pending or, to the knowledge of Marion, threatened legal
action, suit or claim relating to the Compensation and Benefit Plans.
Neither Marion nor any of its Subsidiaries has engaged in a
transaction, or omitted to take any action, with respect to any
Compensation and Benefit Plan that would reasonably be expected to
subject Marion or any of its Subsidiaries to a material tax or penalty
imposed by either Section 4975 of the Code or Section 502 of ERISA,
assuming for purposes of Section 4975 of the Code that the taxable
period of any such transaction expired as of the date hereof.
(iii) No material liability (other than for payment of
premiums to the PBGC which have been made or will be made on a timely
basis) under Title IV of ERISA has been or is expected to be incurred
by Marion or any of its Subsidiaries with respect to any ongoing,
frozen or terminated "single-employer plan", within the meaning of
Section 4001(a)(15) of ERISA, currently or formerly maintained by any
of them, or any single-employer plan of any entity (an "ERISA
Affiliate") which is considered one employer with Marion under Section
4001(a)(14) of ERISA or Section 414(b) or (c) of the Code (an "ERISA
Affiliate Plan"). None of Marion, any of its Subsidiaries or any ERISA
Affiliate has contributed, or has been obligated to contribute, to a
multiemployer plan under Subtitle E of Title IV of ERISA at any time
since September 26, 1980. No notice of a "reportable event", within the
meaning of Section 4043 of ERISA for which the 30-day reporting
requirement has not been waived, has been required to be filed for
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any Compensation and Benefit Plan or by any ERISA Affiliate Plan within
the 12-month period ending on the date hereof. The PBGC has not
instituted proceedings to terminate any Pension Plan or ERISA Affiliate
Plan and, to Marion's knowledge, no condition exists that presents a
material risk that such proceedings will be instituted by the PBGC. To
the knowledge of Marion, there is no pending investigation or
enforcement action by the PBGC, DOL or IRS or any other Governmental
Authority with respect to any Compensation and Benefit Plan. Under each
Pension Plan and ERISA Affiliate Plan, as of the date of the most
recent actuarial valuation performed prior to the date of this
Agreement, the actuarially determined present value of all "benefit
liabilities", within the meaning of Section 4001(a)(16) of ERISA (as
determined on the basis of the actuarial assumptions contained in such
actuarial valuation of such Pension Plan or ERISA Affiliate Plan), did
not exceed the then current value of the assets of such Pension Plan or
ERISA Affiliate Plan and since such date there has been neither a
material adverse change in the financial condition of such Pension Plan
or ERISA Affiliate Plan nor any amendment or other change to such
Pension Plan or ERISA Affiliate Plan that would increase the amount of
benefits thereunder which reasonably could be expected to change such
result.
(iv) All material contributions required to be made under the
terms of any Compensation and Benefit Plan or ERISA Affiliate Plan or
any employee benefit arrangements under any collective bargaining
agreement to which Marion or any of its Subsidiaries is a party have
been timely made or have been reflected on Marion's financial
statements. Neither any Pension Plan nor any ERISA Affiliate Plan has
an "accumulated funding deficiency" (whether or not waived) within the
meaning of Section 412 of the Code or Section 302 of ERISA and all
required payments to the PBGC with respect to each Pension Plan or
ERISA Affiliate Plan have been made on or before their due date 
