-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Bg1QHFUToM07qvgUAbK45c10fBxQPLq5xG4mO6KngPeZK+bxd6a7sFLl+eTQ0occ xvqwUl5yfSLsWXHB88TSFQ== 0000718446-01-500004.txt : 20010515 0000718446-01-500004.hdr.sgml : 20010515 ACCESSION NUMBER: 0000718446-01-500004 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20010331 FILED AS OF DATE: 20010514 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MARATHON BANCORP CENTRAL INDEX KEY: 0000718446 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 953770539 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: SEC FILE NUMBER: 000-12510 FILM NUMBER: 1632025 BUSINESS ADDRESS: STREET 1: 11150 W OLYMPIC BL CITY: LOS ANGELES STATE: CA ZIP: 90064 BUSINESS PHONE: 3109969100 MAIL ADDRESS: STREET 1: 11150 W OLYMPIC BLVD CITY: LOS ANGELES STATE: CA ZIP: 90064 10QSB 1 r10q101.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10- QSB [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended MARCH 31, 2001 ------------------------ OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______ to _________ Commission file number 0-12510 --------------------- MARATHON BANCORP - ------------------------------------------------------ (Exact name of registrant as specified in its charter) California - -------------------------------- 95-3770539 - ---------- (State or other jurisdiction of incorporation) (I.R.S. Employer Identification No.) 11150 West Olympic Boulevard, Los Angeles, CA 90064 - ------------------------------------------------------------------ (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (310) 996-9100 ----------------- Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ____ --- As of May 1, 2001, there were 3,849,819 shares of no par Common Stock issued and outstanding. Consolidated Statements of Financial Condition Marathon Bancorp and Subsidiary
MARCH 31, December 31, ASSETS 2001 2000 ----------------- --------------------- Cash and Due From Banks. . . . . . . . . . . . . . . . . . . . . $ 3,810,000 $ 3,675,000 Federal Funds Sold . . . . . . . . . . . . . . . . . . . . . . . 5,365,000 7,265,000 ----------------- --------------------- TOTAL CASH AND CASH EQUIVALENTS . . . . . . . . . . . . . 9,175,000 10,940,000 Interest-Bearing Deposit With Financial Institution. . . . . . . 100,000 - Investment Securities Securities Available for Sale . . . . . . . . . . . . . . . . 10,984,000 9,333,000 Securities Held to Maturity . . . . . . . . . . . . . . . . . 11,656,000 15,207,000 ----------------- --------------------- TOTAL INVESTMENT SECURITIES . . . . . . . . . . . . . . . 22,640,000 24,540,000 Federal Home Loan Bank and Federal Reserve Bank Stock, at cost . 406,000 375,000 Loans. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55,092,000 52,872,000 Less Allowance for Credit Losses. . . . . . . . . . . . . . . ( 1,072,000) ( 1,066,000) ----------------- --------------------- NET LOANS. . . . . . . . . . . . . . . . . . . . . . . . 54,020,000 51,806,000 Premises and Equipment . . . . . . . . . . . . . . . . . . . . . 250,000 263,000 Cash Surrender Value of Life Insurance . . . . . . . . . . . . . 3,712,000 3,667,000 Accrued Interest and Other Assets. . . . . . . . . . . . . . . . 1,312,000 1,325,000 ----------------- --------------------- TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . . . $ 91,615,000 $ 92,916,000 ================= ===================== LIABILITIES AND SHAREHOLDERS' EQUITY Deposits Noninterest-Bearing Demand. . . . . . . . . . . . . . . . . . $ 27,217,000 $ 29,900,000 Interest-Bearing Demand . . . . . . . . . . . . . . . . . . . 3,241,000 3,579,000 Money Market and Savings. . . . . . . . . . . . . . . . . . . 26,255,000 27,228,000 Time Deposits Under $100,000. . . . . . . . . . . . . . . . . 7,997,000 6,703,000 Time Deposits $100,000 and Over . . . . . . . . . . . . . . . 15,160,000 12,475,000 ----------------- --------------------- TOTAL DEPOSITS . . . . . . . . . . . . . . . . . . . . . 79,870,000 79,885,000 Accrued Interest and Other Liabilities . . . . . . . . . . . . . 885,000 776,000 Federal Home Loan Bank Advance . . . . . . . . . . . . . . . . . - 1,800,000 ----------------- --------------------- TOTAL LIABILITIES. . . . . . . . . . . . . . . . . . . . 80,755,000 82,461,000 Shareholders' Equity Preferred Shares - No Par Value, 1,000,000 Shares Authorized, No Shares Issued and Outstanding . . . . . . . . . . . . . - - Common Shares - No Par Value, 9,000,000 Shares Authorized, Issued and Outstanding: 3,849,819 in 2001 and 3,838,019 at December 31, 2000 . . . . . . . . . . . . . . . . . . . . 13,706,000 13,675,000 Accumulated Deficit . . . . . . . . . . . . . . . . . . . . . ( 2,962,000) ( 3,215,000) Accumulated Other Comprehensive Income - Net Unrealized Gains (Losses) on Securities Available for Sale . . . . . 116,000 ( 5,000) ----------------- --------------------- TOTAL SHAREHOLDERS' EQUITY . . . . . . . . . . . . . . . 10,860,000 10,455,000 ----------------- --------------------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY . . . . . . . $ 91,615,000 $ 92,916,000 ================= =====================
Consolidated Statements of Operations Marathon Bancorp and Subsidiary
Three Months Ending 2001 2000 ---------------- ---------------- INTEREST INCOME Interest and Fees on Loans. . . . . . . . . . . . . $ 1,262,000 $ 1,143,000 Interest on Investment Securities - Taxable . . . . 393,000 284,000 Other Interest Income . . . . . . . . . . . . . . . 82,000 88,000 ---------------- ---------------- TOTAL INTEREST INCOME . . . . . . . . . . . . . . 1,737,000 1,515,000 INTEREST EXPENSE Interest on Demand Deposits . . . . . . . . . . . . 8,000 8,000 Interest on Money Market and Savings. . . . . . . . 245,000 242,000 Interest on Time Deposits . . . . . . . . . . . . . 327,000 239,000 Other Interest Expense. . . . . . . . . . . . . . . 2,000 1,000 ---------------- ---------------- TOTAL INTEREST EXPENSE. . . . . . . . . . . . . . 582,000 490,000 ---------------- ---------------- NET INTEREST INCOME . . . . . . . . . . . . . . . . . . 1,155,000 1,025,000 Provision for Credit Losses . . . . . . . . . . . . . . - 30,000 ---------------- ---------------- NET INTEREST INCOME AFTER PROVISION FOR CREDIT LOSSES. . . . . . . . . . . . . 1,155,000 995,000 NONINTEREST INCOME Service Charges and Fees on Deposits. . . . . . . . 85,000 62,000 Dividends on Cash Surrender Value of Life Insurance 51,000 43,000 Gain on Sale of Securities. . . . . . . . . . . . . 4,000 - Other Noninterest Income. . . . . . . . . . . . . . 47,000 24,000 ---------------- ---------------- TOTAL NONINTEREST INCOME. . . . . . . . . . . . . 187,000 129,000 NONINTEREST EXPENSE Salaries and Employee Benefits. . . . . . . . . . . 587,000 501,000 Occupancy Expenses. . . . . . . . . . . . . . . . . 140,000 137,000 Furniture and Equipment . . . . . . . . . . . . . . 24,000 27,000 Professional Services . . . . . . . . . . . . . . . 30,000 23,000 Business Promotion. . . . . . . . . . . . . . . . . 16,000 16,000 Stationery and Supplies . . . . . . . . . . . . . . 10,000 13,000 Data Processing Services. . . . . . . . . . . . . . 71,000 73,000 Customer Related Expenses . . . . . . . . . . . . . 84,000 74,000 Insurance and Assessments . . . . . . . . . . . . . 35,000 37,000 Legal Fees and Costs. . . . . . . . . . . . . . . . 25,000 12,000 Other Expenses. . . . . . . . . . . . . . . . . . . 69,000 68,000 ---------------- ---------------- TOTAL NONINTEREST EXPENSE . . . . . . . . . . . . 1,091,000 981,000 GAIN (LOSS) BEFORE INCOME TAXES . . . . . . . . . . . . 251,000 143,000 Income Tax Benefit . . . . . . . . . . . . . . . . . ( 2,000) ( 2,000) ---------------- ---------------- NET INCOME. . . . . . . . . . . . . . . . . . . . . . . $ 253,000 $ 145,000 ================ ================ Per Share Data: Net Income - Basic . . . . . . . . . . . . . . . . $ 0.07 $ 0.04 Net Income - Diluted . . . . . . . . . . . . . . . $ 0.07 $ 0.04
Consolidated Statements of Cash Flows Marathon Bancorp and Subsidiary
Three Months Ended March 31, 2001 2000 ----------------- ----------------- OPERATING ACTIVITIES Net Income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 253,000 $ 145,000 Adjustments to Reconcile Net Loss to Net Cash Provided by Operating Activities: Depreciation and Amortization . . . . . . . . . . . . . . . . 29,000 30,000 Provision for Credit Losses . . . . . . . . . . . . . . . . . - 30,000 Net Amortization of Premiums and Discounts on Investment Securities . . . . . . . . . . . . . . . . . ( 45,000) 83,000 Net Change in Deferred Loan Origination Fees. . . . . . . . . ( 68,000) 55,000 Net Increase in Cash Surrender Value of Life Insurance. . . . ( 45,000) ( 37,000) Net Change in Accrued Interest, Other Assets and Other Liabilities . . . . . . . . . . . . . . . . . . 122,000 ( 84,000) ----------------- ----------------- NET CASH PROVIDED BY OPERATING ACTIVITIES. . . . . . . . . . . 246,000 222,000 INVESTING ACTIVITIES Net Change in Interest-Bearing Deposits with Financial Institutions ( 100,000) - Purchases of Available for Sale Securities . . . . . . . . . . . . ( 8,503,000) ( 3,492,000) Purchases of Held to Maturity Securities. . . . . . . . . . . . . . ( 1,730,000) - Proceeds from Maturities of Available for Sale Securities . . . . . 7,500,000 6,052,000 Proceeds from Maturities of Held to Maturity Securities . . . . . . 4,799,000 - Purchase of Federal Home Loan & Federal Reserve Bank Stock. . . . . ( 31,000) - Net Change in Loans . . . . . . . . . . . . . . . . . . . . . . . . ( 2,146,000) ( 4,674,000) Purchase of Life Insurance. . . . . . . . . . . . . . . . . . . . . - ( 1,935,000) Purchases of Furniture, Fixtures and Equipment. . . . . . . . . . . ( 16,000) ( 11,000) ----------------- ----------------- NET CASH (USED) BY INVESTING ACTIVITIES. . . . . . . . . . . . ( 227,000) ( 4,060,000) FINANCING ACTIVITIES Net Change in Demand Deposits, Money Market and Savings . . . . . . ( 3,994,000) 4,476,000 Net Change in Time Deposits . . . . . . . . . . . . . . . . . . . . 3,979,000 3,503,000 Net Change in Federal Home Loan Bank Advance. . . . . . . . . . . . ( 1,800,000) ( 1,875,000) Proceeds from Exercise of Stock Options . . . . . . . . . . . . . . 31,000 18,000 ----------------- ----------------- NET CASH (USED) PROVIDED BY FINANCING ACTIVITIES . . . . . . . ( 1,784,000) 6,122,000 ----------------- ----------------- (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS . . . . . . . . . . . ( 1,765,000) 2,284,000 Cash and Cash Equivalents at Beginning of Year. . . . . . . . . . . 10,940,000 8,891,000 ----------------- ----------------- CASH AND CASH EQUIVALENTS AT END OF YEAR . . . . . . . . . . . . . . . $ 9,175,000 $ 11,175,000 ================= ================= SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Interest Paid . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 704,000 $ 570,000 Income Taxes Paid . . . . . . . . . . . . . . . . . . . . . . . . . $ 16,000 $ 4,000
Consolidated Statement of Equity Marathon Bancorp and Subsidiary
Accumulated Other Common shares Comprehensive Accumulated Comprehensive ----------------------------- Shares Amount Income Deficit Income Total ------------- -------------- ------------ --------------- ---------------- ----------- BALANCE, JANUARY 1, 2001. 3,838,019 $ 13,675,000 $ ( 3,215,000) $( 5,000) $10,455,000 Exercise of Stock Options. 11,800 31,000 31,000 COMPREHENSIVE INCOME: Net Income 253,000 253,000 253,000 Net Changes in Unrealized Gain (Loss) on Available for Sale Securities 121,000 121,000 121,000 ------------ TOTAL COMPREHENSIVE INCOME $ 374,000 ============ BALANCE, MARCH 31, 2001 . 3,841,819 $ 13,706,000 $ ( 2,962,000) $ 116,000 $10,860,000 ============= ============== =============== ================ ===========
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (1) BASIS OF PRESENTATION AND MANAGEMENT REPRESENTATIONS The unaudited consolidated financial statements have been prepared in accordance with the instructions to Form 10-QSB and, therefore, do not include all footnotes normally required for complete financial disclosure. While the Company believes that the disclosures presented are sufficient to make the information not misleading, reference may be made to the consolidated financial statements and notes thereto included in the Company's 2000 Annual Report on Form 10-KSB. The accompanying consolidated statements of financial condition and the related consolidated statements of operations and cash flows reflect, in the opinion of management, all material adjustments necessary for fair presentation of the Company's financial position as of March 31, 2001 and December 31, 2000, results of operations and changes in cash flows for the three-month period ended March 31, 2001 and 2000. The results of operations for the three-month period ended March 31, 2001 are not necessarily indicative of what the results of operations will be for the full year ending December 31, 2001. (2) EARNINGS PER SHARE (EPS) Basic EPS excludes dilution and is computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. Accordingly, the weighted average number of shares used to compute the basic net income per share were 3,842,123 and 3,833,327 respectively for the three-month period ended March 31, 2001 and March 31, 2000. The weighted average number of shares used to compute the diluted net income per share were 3,850,065 and 3,833,327 respectively for the three-month period ended March 31, 2001 and March 31, 2000, and did not change the earnings per share calculation. MANAGEMENT'S DISCUSSION AND ANALYSIS The following discussion is intended to provide additional information about Marathon Bancorp (the Company), its financial condition and results of operations, which is not otherwise apparent from the consolidated financial statements. Since Marathon National Bank (the Bank) represents a substantial portion of the Company's activities and investments, the following relates primarily to the financial condition and operations of the Bank. It should be read in conjunction with the Company's 2000 Annual Report on Form 10-KSB. FINANCIAL HIGHLIGHTS OVERVIEW The first quarter of 2001 was a very profitable one for our Company. We earned $253,000 in net income which translated to per share earnings of $0.07 compared to $0.04 earned in the first quarter of 2000. This represented an increase of 74% in net income. The book value per share has increased to $2.82 compared to $2.73 per share at December 31, 2000. The Company had an increase in the return on assets to 1.11% compared to the .69% earned in the first quarter of 2000 and the return on equity increased to 9.64% compared to 6.32% earned in the first quarter last year. RESULTS OF OPERATIONS Net Interest Income Net interest income for the first quarter increased over the same period last year. Net interest income was $1,155,000 for the first quarter of 2001 compared to $1,025,000 for the first quarter of 2000. This was achieved by an increase in interest earned from interest and fees on loans and from interest earned on the investment portfolio. Interest and fees on loans increased due to an increase in average loans from $51.2 million in the first quarter of 2000 to $53.7 million for the first quarter of 2001. The change in volume more than offset the decline in yield on the loan portfolio caused by the decline in prime rate brought on by the Federal Reserve Bank's actions to decrease rates. Since yearend, the Federal Reserve Bank has decreased the fed funds target rate and the discount rate by 150 basis points. Interest income generated by the investment portfolio increased $109,000 or 39% due to an increase in both volume and yield. Investments made during 2000 increased the overall yield on the portfolio from 5.80% in the first quarter of 2000 to 6.36% for the first quarter of 2001. With calls and maturities in the portfolio during this quarter and the rest of the year, the yield will decline as new purchases of securities will be at reduced yields. Interest expense increased from $490,000 in the first quarter of 2000 to $582,000 for the first quarter of 2001, an increase of 19%. The increase in cost is a result of an increase in the average volume of time certificates of deposit and an increase in the interest rates paid on the time certificates. The average cost of interest-bearing deposits for the first quarter of 2001 was 4.44% compared to 4.13% for the first quarter of 2000. The average cost of the time certificates for the first quarter of 2001 was 5.89% versus the 5.50% for the same period last year. While interest rates have declined, the average maturity on time certificates is six-months and we will see the effects of the declining rates in the second and third quarters. Noninterest Income Noninterest income increased from $129,000 at March 31, 2000 to $187,000 at March 31, 2001, an increase of $58,000 or 45%. The increase was generated mainly from the service charges and fees on deposit accounts, which gained $23,000 or 37%. The service charges rose due to increased income generated from analyzed business checking accounts. The increase in other noninterest income came from noninterest fees generated from loan related services. Dividends on life insurance rose $8,000 or 19% over that reported for the first quarter of 2000. Noninterest Expense Noninterest expenses were up when compared to the first quarter of 2000. The increase was $110,000 or 11% and came from increased legal fees, employee costs and customer related expenses. Legal fees and costs have increased versus the same period last year with the legal services needed to complete foreclosure proceedings on a real estate loan. Salaries and employee benefits increased from additional insurance and other benefit accruals as well as salary increases for 2001. Customer related expenses were up for courier, check printing and data processing costs paid that are assessed to the analyzed business checking accounts. Furniture, equipment, data processing, office supplies, and insurance costs all decreased for the first quarter of 2001 compared to the first quarter of 2000. Provision for Credit Losses: Loans classified by the Bank as substandard or doubtful increased from $2,173,000 at December 31, 2000 to $2,213,000 at March 31, 2001. Nonperforming loans, which consist of loans past due over 90 days plus loans on nonaccural, totaled $1,056,000 at March 31, 2001 compared to $1,000,000 at December 31, 2000. The Company continued to have no other real estate owned. During the first quarter, the Bank recorded no charge-offs while collecting recoveries on loans charged off of $6,000. The net change to the reserve for credit losses was $6,000. Based upon these factors and management's assessment of the overall quality of the loan portfolio, its internal migration analysis and economic conditions they felt the current level of the reserve for credit losses was adequate at March 31, 2001. ASSETS AND LIABILITIES The March 31, 2001 balance sheet shows that total assets declined from December 31, 2000 by $1.3 million or 1% but the average assets for the first quarter of 2001 were $92.1 million compared to the average of $90.6 million for the fourth quarter of 2000 an increase of 2%. Loans increased from yearend by 4% and the average outstanding increased as well with increases in commercial and real estate construction lending. The investment portfolios overall size did not change significantly but the composition of the portfolio did. Expecting that a number of the Company's callable U.S. agency securities would be called we had added to the portfolio early in the quarter with more non-callable corporate and mortgaged-backed securities. During the quarter we purchased $10.2 million in securities while maturities and calls were $12.3 million. Our repositioning of the portfolio should keep our yield fairly constant through the rest of the year. During the first quarter of 2001 we did have our non-interest demand deposits decrease while the interest-bearing deposits increased. The time certificates of deposit showed the largest increase both in certificates under $100,000 and over $100,000. This increased our cost of funds during the quarter. The start of the second quarter has seen this trend reverse and we have had certificates of deposit decrease and demand deposits increase. LIQUIDITY AND CAPITAL Asset/Liability Management The Company's Asset/Liability Committee is responsible for managing the risks associated with changing interest rates and their impact on earnings, as well as, the liquidity needs of the Company. Management monitors its liquidity position continuously in relation to trends in loans and deposits, and relates the data to short and long term expectations. In order to serve customers effectively, funds must be available to meet their credit needs as well as their withdrawals of deposited funds. Assets that are normally considered liquid are federal funds sold, available for sale investment securities, cash and due from banks, and securities purchased under agreements to resell. The ratio of liquid assets to deposits was 25% as of March 31, 2001 and the loan to deposit ratio was 69%. Interest rate risk management focuses on the maturity and repricing of interest earning assets in relationship to the interest bearing liabilities that fund them. Net interest income can be vulnerable to fluctuations arising from a change in the general level of interest rates to the extent that the average yield on earning assets responds differently to such a change than does the average cost of funds. The Company measures interest rate sensitivity by distributing the maturities and repricing periods of assets and supporting funding liabilities into interest sensitivity periods, summarizing interest rate risk in terms of the resulting interest sensitivity gaps. A positive gap indicates that more interest sensitive assets than interest sensitive liabilities will be repriced during a specified period, while a negative gap indicates the opposite condition. It is the Bank's policy to maintain an adequate balance of rate sensitive assets to rate sensitive liabilities. Due to the fact that the Bank has a large portfolio of noninterest bearing demand deposits the Company has historically been asset sensitive with a positive gap. The Company is asset sensitive and has been able to decrease its asset sensitivity during the last twelve-month period by an increase in the investment portfolio and a lengthening of maturities. The Company's cumulative gap as a percent of total assets at March 31, 2001 was 18.8% Capital Shareholder's equity increased $405,000 from December 31, 2000 to the end of the first quarter. The change in net unrealized gain/loss on securities available-for-sale amounted to $121,000 of this increase. Besides net income the exercise of stock options provided $31,000 in additional capital. The Bank is required to meet certain minimum risk-based capital guidelines and leverage ratios promulgated by the bank regulatory authorities. The risk based capital standards establish capital requirements that are more sensitive to risk differences between various assets, consider off balance sheet activities in assessing capital adequacy, and minimize the disincentives to holding liquid, low risk assets. The leverage ratio consists of tangible Tier 1 capital divided by average total assets. The adequately capitalized risk-based capital ratio required by the federal regulators is 8.0 percent and the well-capitalized ratio is 10.0 percent. The Tier I capital to risk-weighted assets required by the federal regulators is 4.0 percent and 6.0 percent to be well-capitalized. At March 31, 2001 the risk based capital ratio of the Company was 15.4 percent and the Bank's was 15.3 percent. The Tier 1 capital leverage ratio for the Company was 14.2 percent and for the Bank was 14.0 percent. PART II. OTHER INFORMATION Item 1. Legal Proceedings None. Item 2. Changes in Securities None. Item 3. Defaults Upon Senior Securities None. Item 4. Submission of Matters to a Vote of Security Holders On March 22, 2001, proxy materials for 2001 Annual Meeting of Shareholders were mailed to all shareholders of record as of March 12, 2001. The meeting took place on April 16, 2001. Shareholders were asked to vote on the matters shown below. Of the total 3,849,819 shares outstanding and entitled to vote 2,801,812 shares were represented either in person or by properly executed proxies. The results of the voting on the matters are shown below: Matter 1. Election of Directors. To elect seven (7) persons to the board of directors to serve until the 2002annual meeting of Shareholders and until their successors are elected and have been qualified.
For Withhold Authority for Robert J. Abernethy 2,194,369 607,443 Craig C. Collette . 2,744,978 56,834 Frank Jobe, M.D.. . 2,194,369 607,443 C. Thomas Mallos. . 2,612,513 189,299 Robert Oltman . . . 2,634,281 167,531 Ann Pappas. . . . . 2,612,981 188,831 Nick Patsaouras . . 2,406,789 395,023
Matter 2. Other Business. There was none. Item 5. Other Information None. Item 6. Exhibits and Reports on Form 8-K None. SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. MARATHON BANCORP Date: May 10, 2001 Craig D. Collette ------------------- Craig D. Collette President and Chief Executive Officer Howard J. Stanke ------------------ Howard J. Stanke Executive Vice President Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----