UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(X) QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For quarter ended June 30, 1994
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 1-10602
MID-AMERICA BANCORP
(Exact name of registrant as specified in its charter)
KENTUCKY 61-1012933
(State or other jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
500 West Broadway, Louisville, Kentucky 40202
(Address of principal executive offices) (Zip Code)
(502) 589-3351
(Registrant's telephone number, including area code)
NONE
(Former name, former address and former fiscal year,
if changed since last report)
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 a 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
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes No
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
July 22, 1994: 8,542,932 shares of common stock, no par value <PAGE>
MID-AMERICA BANCORP
PART I. FINANCIAL INFORMATION
The consolidated financial statements of Mid-America Bancorp
(Corporation) and subsidiaries submitted herewith are unaudited. However, in
the opinion of management, all adjustments (consisting only of adjustments of a
normal recurring nature) necessary for a fair presentation of the results for
the interim periods have been made.
ITEM 1. FINANCIAL STATEMENTS
The following consolidated financial statements of the Corporation and
subsidiaries are submitted herewith:
Consolidated balance sheets - June 30, 1994 and December 31, 1993
Consolidated statements of income - three and six months ended June 30,
1994 and 1993
Consolidated statements of changes in shareholders' equity - six months
ended June 30, 1994 and 1993
Consolidated statements of cash flows - six months ended June 30, 1994
and 1993
Notes to consolidated financial statements
MID-AMERICA BANCORP AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands except share and per share data) (Unaudited)
<TABLE>
<CAPTION>
June 30 December 31
----------- -------------
1994 1993
----------- -------------
<S> <C> <C>
ASSETS
Cash and due from banks $73,145 $62,937
Federal funds sold 77,400 9,000
Securities purchased under agreements to resell 60,000 75,000
Securities available for sale (Note 3) 124,110 109,202
Investment securities (Note 3) 180,677 225,096
Loans, net of unearned income of $29,718 (1994) and $32,984 (1993) 682,073 657,568
Allowance for loan losses (Note 4) 6,702 6,578
----------- -------------
Loans, net 675,371 650,990
Premises and equipment 18,774 17,821
Other assets 17,925 18,977
----------- -------------
TOTAL ASSETS $1,227,402 $1,169,023
=========== =============
LIABILITIES
Deposits:
Non-interest bearing $111,201 $118,591
Interest bearing 681,623 610,858
----------- -------------
Total deposits 792,824 729,449
Securities sold under agreements to repurchase 191,450 183,288
Federal funds purchased 2,920 12,500
Advances from the Federal Home Loan Bank 85,136 80,106
Accrued expenses and other liabilities 33,590 44,090
----------- -------------
TOTAL LIABILITIES 1,105,920 1,049,433
SHAREHOLDERS' EQUITY
Preferred stock, no par value;
authorized - 750,000 shares; issued - none -- --
Common stock, no par value, stated value $2.77 per
share; authorized - 12,000,000 (1994) and 10,000,000 (1993) shares;
issued - 8,542,932 (1994) and 8,510,125 (1993) shares 23,698 23,607
Additional paid-in capital 91,848 91,535
Retained earnings 7,424 4,448
Unrealized depreciation on securities available for sale, net of tax (Note 3) (1,488) --
----------- -------------
TOTAL SHAREHOLDERS' EQUITY 121,482 119,590
----------- -------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $1,227,402 $1,169,023
=========== =============
See notes to consolidated financial statements.
/TABLE
<PAGE>
MID-AMERICA BANCORP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(In thousands except per share data) (Unaudited)
<TABLE>
<CAPTION>
Three months ended Six months ended
------------------------ ----------------------------------
June 1994 June 1993 June 30, 1994 June 30, 1993
---------- ---------- --------------- ---------------
<S> <C> <C> <C> <C>
INTEREST INCOME:
Interest and fees on loans $15,341 $13,861 $29,497 $27,012
Interest on trading account securities -- -- -- 626
Interest on securities available for sale 1,396 723 2,730 735
Interest on investment securities:
U.S.Treasury and agencies 1,569 1,392 3,119 2,781
States and political subdivisions 93 77 154 157
Corporate and other 438 875 1,015 1,783
Interest on federal funds sold 333 199 514 453
Interest on securities purchased under agreements to resell 337 449 788 1,450
---------- ---------- --------------- ---------------
Total interest income 19,507 17,576 37,817 34,997
---------- ---------- --------------- ---------------
INTEREST EXPENSE:
Interest on deposits 5,789 6,132 11,398 12,594
Interest on federal funds purchased and
securities sold under agreements to repurchase 1,312 704 2,411 1,471
Interest on Federal Home Loan Bank
advances and other borrowings 1,250 778 2,423 1,408
---------- ---------- --------------- ---------------
Total interest expense 8,351 7,614 16,232 15,473
---------- ---------- --------------- ---------------
Net interest income before provision for loan losses 11,156 9,962 21,585 19,524
Provision for loan losses (Note 4) 102 100 202 200
---------- ---------- --------------- ---------------
Net interest income after provision for loan losses 11,054 9,862 21,383 19,324
---------- ---------- --------------- ---------------
/TABLE
<PAGE>
MID-AMERICA BANCORP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME (Continued)
(In thousands except per share data) (Unaudited)
<TABLE>
<CAPTION>
Three months ended Six months ended
------------------------ ----------------------------------
June 1994 June 1993 June 30, 1994 June 30, 1993
---------- ---------- --------------- ---------------
<S> <C> <C> <C> <C>
NON-INTEREST INCOME:
Income from trust department 295 307 678 695
Service charges on deposit accounts 1,137 1,221 2,179 2,363
Trading account losses -- -- -- (207)
Securities losses -- -- -- (1)
Money order fees 703 594 1,395 1,159
Other 572 615 1,146 1,272
---------- ---------- --------------- ---------------
Total non-interest income 2,707 2,737 5,398 5,281
---------- ---------- --------------- ---------------
OTHER OPERATING EXPENSES:
Salaries and employee benefits 5,300 4,484 10,421 8,864
Occupancy expense 633 593 1,295 1,206
Furniture and equipment expenses 1,076 1,050 2,148 2,052
Other (Note 5) 2,585 2,265 5,014 4,542
---------- ---------- --------------- ---------------
Total other operating expenses 9,594 8,392 18,878 16,664
---------- ---------- --------------- ---------------
Income before income taxes 4,167 4,207 7,903 7,941
Income tax expense 1,279 1,281 2,368 2,437
---------- ---------- --------------- ---------------
NET INCOME $2,888 $2,926 $5,535 $5,504
========== ========== =============== ===============
Per common share (Note 2):
NET INCOME $0.33 $0.34 $0.64 $0.64
========== ========== =============== ===============
Weighted Average Number of Shares Outstanding 8,655 8,537 8,652 8,535
========== ========== =============== ===============
See notes to consolidated financial statements.
/TABLE
<PAGE>
MID-AMERICA BANCORP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
FOR SIX MONTHS ENDED JUNE 30, 1994 AND 1993
(In thousands except per share data) (Unaudited)
<TABLE>
<CAPTION>
Unrealized
depreciation
Additional on securities Total
Common Stock Paid-in Retained available for Shareholders'
Shares Amount Capital Earnings sale, net of tax Equity
---------- ---------- ---------- ---------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Balance, January 1, 1993 8,195 $22,734 $86,561 $3,334 $112,629
Net income January through June 1993 5,504 5,504
Cash dividends declared ($.30 per share) (2,461) (2,461)
Stock options exercised 12 33 112 145
---------- ---------- ---------- ---------- -------------- -------------
Balance, June 30, 1993 8,207 22,767 86,673 6,377 115,817
Net income July through December 1993 6,069 6,069
Cash dividends declared ($.35 per share) (2,895) (2,895)
Stock dividends declared 247 685 4,418 (5,103) --
Stock options exercised 56 155 444 599
---------- ---------- ---------- ---------- -------------- -------------
Balance, December 31, 1993 8,510 23,607 91,535 4,448 119,590
Net income January through June 1994 5,535 5,535
Unrealized depreciation on securities
available for sale, net of tax (note 3) ($1,488) (1,488)
Cash dividends declared ($0.30 per share) (2,559) (2,559)
Stock options exercised, including
related tax benefits 33 91 313 404
---------- ---------- ---------- ---------- -------------- -------------
Balance, June 30, 1994 8,543 $23,698 $91,848 $7,424 ($1,488) $121,482
========== ========== ========== ========== ============== =============
See notes to consolidated financial statements.
</TABLE>
<PAGE>
MID-AMERICA BANCORP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOW
(In thousands) (Unaudited)
<TABLE>
<CAPTION>
Six months ended
--------------------------------
June 30, 1994 June 30, 1993
-------------- --------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $5,535 $5,504
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation, amortization and accretion, net 2,785 1,945
Provision for loan losses 202 200
Loss on sales of securities -- 1
Gain on sales of premises and equipment (6) (12)
Loss on trading account securities -- 207
Deferred taxes 718 (109)
Increase in trading account securities -- (207)
Increase in interest receivable (921) (627)
Decrease in other assets 2,138 1,128
Increase (decrease) in interest payable 53 (291)
Decrease in taxes payable (398) (220)
Decrease in other liabilities (10,688) (5,126)
-------------- --------------
Net cash provided by (used in) operating activities (582) 2,393
-------------- --------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of securities available for sale (9,200) (91,378)
Proceeds from maturities of securities available for sale 5,232 22,957
Proceeds from maturities of investment securities 52,782 47,235
Proceeds from sales of investment securities -- 4,627
Purchases of investment securities (22,433) (91,063)
Net increase in customer loans (24,777) (27,625)
Proceeds from sales of premises and equipment 51 21
Payments for purchases of premises and equipment (2,219) (1,018)
-------------- --------------
Net cash used in investing activities (564) (136,244)
-------------- --------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net decrease in deposits 63,375 76,266
Net increase (decrease) in securities sold under agreements to repurchase 8,162 (43,759)
Net decrease in federal funds purchased (9,580) (3,725)
Advances from the Federal Home Loan Bank 11,646 29,013
Repayment of advances from the Federal Home Loan Bank (6,616) (3,703)
Net change in other borrowings (51) (43)
Dividends paid (2,559) (2,461)
Stock options exercised 377 145
-------------- --------------
Net cash proivided by financing activities 64,754 51,733
-------------- --------------
Net increase (decrease) in cash and cash equivalents 63,608 (82,118)
Cash and cash equivalents at January 1 146,937 266,194
-------------- --------------
Cash and cash equivalents at June 30 $210,545 $184,076
============== ==============
Non-cash transactions during the six months ended June 30, 1994 included a transfer of investment
securities to securities available for sale of $13,848.
See notes to consolidated financial statements.
/TABLE
<PAGE>
MID-AMERICA BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands) (Unaudited)
1. The accounting and reporting policies of Mid-America Bancorp (the
Company) and its subsidiaries conform with generally accepted
accounting principles and general practices within the banking
industry. The accompanying consolidated financial statements should
be read in conjunction with the Summary of Significant Accounting
Policies footnote which appears in the Company's 1993 Annual Report
and Form 10-K filed with the Securities and Exchange Commission.
2. On November 15, 1993, the Board of Directors declared a 3% stock
dividend payable to shareholders of record on December 15, 1993.
All per share information in the consolidated financial statements
reflects the adjusted number of shares.
3. On January 1, 1994, the Company adopted FASB Statement
No. 115, "Accounting for Certain Investments in Debt and Equity
Securities." The principal effect of adoption of FASB Statement
No. 115 is that debt securities classified as available for
sale are now reported at fair value, with unrealized gains or
losses reported as a separate component of shareholders' equity,
on a net of tax basis.
The amortized cost and market value of securities available for
sale are summarized as follows:
<TABLE>
<CAPTION>
June 30, 1994 December 31, 1993
-------------------------- ------------------------------
Amortized Amortized
Cost Market Value Cost Market Value
----------- ------------- ------------- ---------------
<S> <C> <C> <C> <C>
U.S. Treasury and agencies $112,241 $109,953 $109,202 $109,477
Other 14,157 14,157 -- --
----------- ------------- ------------- ---------------
$126,398 $124,110 $109,202 $109,477
=========== ============= ============= ===============
</TABLE>
The book value and market value of investment securities are
summarized as follows:
<TABLE>
<CAPTION>
June 30, 1994 December 31, 1993
-------------------------- ------------------------------
Book Value Market Value Book Value Market Value
----------- ------------- ------------- ---------------
<S> <C> <C> <C> <C>
U.S. Treasury and agencies $147,547 $144,177 $174,395 $174,208
Obligations of states and political subdivisions 7,906 7,845 2,956 3,083
Other 25,224 25,033 47,745 48,212
----------- ------------- ------------- ---------------
$180,677 $177,055 $225,096 $225,503
=========== ============= ============= ===============
</TABLE>
<PAGE>
MID-AMERICA BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands) (Unaudited)
4. Allowance for Loan Losses - Changes in the allowance for loan losses
are as follows:
<TABLE>
<CAPTION>
June 30, December 31,
1994 1993
------------- -------------
<S> <C> <C>
Balance, January 1 $6,578 $6,020
Additions to allowance charged against operations 202 390
Recoveries 125 744
Loans charged off (203) (576)
------------- -------------
Balance, end of period $6,702 $6,578
============= =============
</TABLE>
5. Other operating expense consists of the following:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30 June 30
---------------------------- ---------------------------------
1994 1993 1994 1993
------------- ------------- --------------- ---------------
<S> <C> <C> <C> <C>
Operating supplies $419 $298 $866 $601
Data processing fees 32 84 139 157
Legal and professional fees 304 261 468 594
Taxes - Bank shares, property and other 349 349 673 672
Deposit insurance 400 383 802 767
Other 1,081 890 2,066 1,751
------------- ------------- --------------- ---------------
$2,585 $2,265 $5,014 $4,542
============= ============= =============== ===============
</TABLE>
<PAGE>
ITEM II. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
This item discusses the results of operations for Mid-America Bancorp
and its subsidiaries for the three and six months ended June 30, 1994 and
compares those periods with the same periods of the previous year. In
addition, the discussion describes the significant changes in the financial
condition of the Corporation that have occurred between December 31, 1993 and
June 30, 1994. This discussion should be read in conjunction with the
consolidated financial statements and accompanying notes presented in Part I,
Item 1 of this report.
A. RESULTS OF OPERATIONS
Net income for the quarter ended June 30, 1994 was $2,888,000 or $0.33
per share compared to $2,926,000 or $0.34 per share for the same period last
year. Year to date earnings were $5,535,000 or $0.64 per share compared to
$5,504,000 or $0.64 per share for the first six months of 1993.
The results for the first six months of 1994 compared to the comparable
period in 1993 reflected increased net interest income, as a result of
increases in earning assets, and an increase in non-interest expenses,
primarily salaries and benefits.
Net interest income
Net interest income is the difference between interest earned on
earning assets and interest expensed on interest bearing liabilities. The net
interest spread is the difference between the average yield on earning assets
and the average rate on interest bearing liabilities. The net yield on earning
assets (interest margin) is net interest income divided by average earning
assets. The following table summarizes the above for the three and six months
ending June 30, 1994 and 1993.
In thousands except percentages
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30 June 30
1994 1993 1994 1993
<S> <C> <C> <C> <C>
Total interest income $19,507 $17,576 $37,817 $34,997
Tax equivalent adjustment 246 221 437 468
Tax equivalent interest income 19,753 17,797 38,254 35,465
Total interest expense 8,351 7,614 16,232 15,473
Tax equivalent net interest income $11,402 $10,183 $22,022 $19,992
Average rate on earning assets 7.56% 7.48% 7.36% 7.53%
Average rate on int. bearing liab. 3.82% 3.81% 3.74% 3.92%
Net interest spread, annualized 3.75% 3.67% 3.62% 3.62%
Net interest margin, annualized 4.37% 4.28% 4.23% 4.25%
Average earning assets $1,047,434 $953,900 $1,048,679 $949,472
Average interest bearing liab. $877,583 $800,847 $875,364 $796,957
</TABLE>
<PAGE>
Net interest income has increased for both the three and six month
periods ended June 30, 1994 compared to the comparable periods in 1993. These
increases are attributed primarily to volume increases in earning assets,
primarily commercial loans. The effect of increases in the prime interest rate
and other interest rates is reflected in the quarter ended June 30, 1994 net
interest margin, which was up from the same quarter in 1993 and the first
quarter of 1994, as was the average rate on earning assets.
Provision for Loan Losses
The allowance for loan losses is maintained at a level adequate to
absorb probable losses. Management determines the adequacy of the allowance
based upon reviews of individual credits, evaluation of the risk
characteristics of the loan portfolio, including the impact of current economic
conditions on the borrowers' ability to repay, past collection and loss
experience and such other factors, which, in management's judgement, deserve
current recognition. The allowance for loan losses is established by charges
to operating earnings.
An analysis of the changes in the allowance for loan losses and
selected ratios follows:
Dollars In thousands
<TABLE> <CAPTION>
Six Months Ended
June 30
1994 1993
<S> <C> <C>
Balance at January 1 $6,578 $6,020
Provision for loan losses 202 200
Net loan charge-offs, net of recoveries (78) (107)
Balance June 30 $6,702 $6,113
Average loans, net of unearned income $669,319 $601,171
Provision for loan losses to average loans * 0.06% 0.07%
Net loan charge-offs to average loans * 0.02% 0.04%
Allowance for loan losses to average loans 1.00% 1.02%
Allowance for loan losses to period-end loans 0.98% 1.00%
* Amounts annualized
</TABLE>
<PAGE>
Non-interest Income and Other Operating Expenses
The following table sets forth the major components of non-interest
income and other operating expenses for the three and six months ending June
30, 1994 and 1993:
<TABLE>
<CAPTION>
Three months Six months ended
In thousands June 30 June 30
1994 1993 1994 1993
<S> <C> <C> <C> <C>
Non-Interest Income:
Income from trust department $295 $307 $678 $695
Service charges on deposit acct 1,137 1,221 2,179 2,363
Money order fees 703 594 1,395 1,159
Trading account losses --- --- --- (207)
Securities losses --- --- --- (1)
Other 572 615 1,146 1,272
Total non-interest income $2,707 $2,737 $5,398 $5,281
Other Operating Expenses:
Salaries and employee benefits $5,300 $4,484 $10,421 $8,864
Occupancy expenses 633 593 1,295 1,206
Furniture and equipment expense 1,076 1,050 2,148 2,052
Operating supplies 419 298 866 601
Data processing 32 84 139 157
Legal and professional fees 304 261 468 594
Taxes-bank shares, property and 349 349 673 672
other
Deposit insurance 400 383 802 767
Other 1,081 890 2,066 1,751
Total other operating expenses $9,594 $8,392 $18,878 $16,664
</TABLE>
<PAGE>
Non-interest income increased $117,000 for the six months ended June
30, 1994 and declined slightly for the three months ended June 30, 1994 when
compared to the same periods in 1993. A favorable change for the three and six
months periods is attributed to increased money order fees related to continued
expansion of the money order subsidiary's agent base. Also for the comparable
three and six month periods ended June 30, 1994 and 1993 there is a decline in
service charges on deposit accounts due primarily to the impact of a new
competitively priced deposit package product which has attracted not only new
depositors, but also the conversion of existing depositors from higher priced
deposit products. The six month comparison is also impacted by the absence in
1994 of trading account losses that occurred in 1993.
Other operating expenses increased $1.2 million and $2.2 million for
the three and six month periods ended June 30, 1994, respectively, compared to
the same periods in 1993. The most significant portion of the change is
attributed to the increase in salaries and benefits. The increase in salaries
and benefits is attributed to several factors; an increase in full-time
equivalent employees of 25, the annual salary adjustment that was effective at
the beginning of 1994 and a shift in the components of the employee base where
staffing at the branch system shifted to more part-time employees and more
full-time employees at higher compensation levels were added to support
operations, credit analysis, investment activities and business development
activities. Also there was an increase in operating supplies expense for both
the three and six months ended June 30, 1994 compared to the same periods in
1993. The increases in operating supplies are attributable to several factors
including supplies at the new savings bank subsidiary, additional supplies to
support the expanded level of activity at the money order subsidiary, and
personal computer program upgrades.
Income Taxes
The Corporation had income tax expense of $1,279,000 for the second
quarter of 1994 compared to $1,281,000 for the same period in 1993. The year-
to-date tax expense and effective tax rate were $2,368,000 and 30% for 1994,
respectively and $2,437,000 and 30.7% for 1993, respectively.
B. FINANCIAL CONDITION
Total Assets
Total assets increased $58,379,000 from December 31, 1993 to June 30,
1994, while average assets increased $59,591,000 or 5.5% to $1,133,417,000 for
the second quarter of 1994 compared to the last quarter of 1993. The increase
in average assets is attributed to the continued growth in the commercial loan
portfolio and the securities portfolio. These increases in earning assets were
supported by increases in the various categories of deposits, advances from the
Federal Home Loan Bank and repurchase agreements.
<PAGE>
Nonperforming and Restructured Loans and Assets
Nonperforming and restructured loans, which include nonaccrual,
restructured and loans past due over 90 days, totaled $4,095,000 at June 30,
1994 and $3,872,000 at December 31, 1993. This represents .60% of total loans
at June 30, 1994 compared to .59% at December 31, 1993.
Nonperforming assets, which include nonperforming loans and other real
estate owned, totaled $6,805,000 at June 30, 1994 and $6,842,000 at December
31, 1993. This represents 0.55% of total assets at June 30, 1994 compared to
0.59% at December 31, 1993.
The Corporation considers the level of nonperforming loans in its
evaluation of the adequacy of the allowance for loan losses.
C. LIQUIDITY
Liquidity represents the Corporation's ability to generate cash or
otherwise obtain funds at a reasonable price to satisfy commitments to
borrowers as well as demands of depositors. The loan and securities portfolios
are managed to provide liquidity through maturity or payments related to such
assets.
Interest rate sensitivity management is managing the difference or gap
between rate sensitive assets and rate sensitive liabilities to minimize the
impact of changing interest rates on profitability and allow for adequate
liquidity.
The Corporation's adjusted one year cumulative interest sensitivity gap
was 13.72% at June 30, 1994 compared to 5.82% at December 31, 1993. The
cumulative interest sensitivity gap through 90 days was 9.62% at June 30, 1994
compared to 7.75% at December 31, 1993. This asset and liability structure and
interest sensitivity position the Corporation favorably for a rising interest
rate environment.
The Corporation's liquidity depends primarily on the dividends paid to
it as the sole shareholder of the Mid-America Bank of Louisville.
D. CAPITAL RESOURCES
At June 30, 1994 stockholders' equity totaled $121,482,000, an increase
of $1,892,000 or 1.6% since December 31, 1993.
The Corporation's risk based capital and leverage ratios exceed minimum
requirements, however are slightly down from December 31, 1993 due to the
increase in asset levels.
<TABLE>
<CAPTION>
Corporation Corporation Minimum
June 30, December Required
1994 31, 1993
<S> <C> <C> <C>
Leverage Ratio 9.99% 10.20% 3.00%
Tier I risk based capital ratio 17.70% 18.24% 4.00%
Total risk based capital ratio 18.89% 19.25% 8.00%
</TABLE>
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(a) The regular annual meeting of shareholders of Mid-America
Bancorp was held on April 21, 1994.
(b) Proxies for the meeting were solicited pursuant to Section
14(a) of the Securities Exchange Act of 1934 and there was no
solicitation in opposition to management's solicitations. All
of management's nominees for directors were elected.
(c) Five items were submitted to a vote of security holders as
follows:
(1) The shareholders approved a proposal to amend the
Articles of Incorporation which created a classified
Board of Directors with 6,073,763 affirmative votes,
575,060 votes against, 27,829 abstentions and 739,574
shares not voted by beneficial holders.
(2) The shareholders approved the election of the following
persons as directors of Mid-America Bancorp.
<TABLE>
<CAPTION>
For Withheld
<S> <C> <C>
Class I
Robert P. Adelberg 7,182,152 234,074
Stanley L. Atlas 7,190,496 225,730
Martha Layne Collins 7,129,539 286,687
Bertram W. Klein 7,216,837 199,389
Al J. Schneider 7,212,286 203,940
Class II
Harry S. Frazier Jr. 7,214,363 201,863
Donald G. McClinton 7,215,005 201,221
John S. Palmore 7,193,843 222,383
Woodford R. Porter Sr. 7,208,813 207,413
Raymond L. Sales 7,181,400 234,826
Thomas E. Sandefur Jr. 7,214,449 201,777
Class III
Leslie D. Aberson 7,216,607 199,619
William C. Ballard Jr. 7,209,557 206,669
Peggy Ann Markstein 7,216,447 199,779
Orson Oliver 7,215,965 200,261
Benjamin K. Richmond 7,192,914 223,312
Henry C. Wagner 7,201,945 214,281
</TABLE>
<PAGE>
(3) The shareholders approved with 7,196,021 affirmative
votes, 157,672 votes against, and 62,533 abstentions,
the proposal to adopt a deferred compensation plan for
directors.
(4) The shareholders approved an increase in the authorized
number of shares of common stock from 10 million shares
to 12 million shares with 7,192,556 affirmative votes,
140,142 votes against and 83,528 abstentions.
(5) The shareholders ratified the appointment of KPMG Peat
Marwick as independent auditors for Mid-America Bancorp
for the year ending December 31, 1994, with 7,391,996
affirmative votes, 5,872 votes against, and 18,358
abstentions.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
27 Financial Data Schedule
(b) Reports on Form 8-K
None
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Mid-America Bancorp
(Registrant)
Date: August 8, 1994 By:/s/Steven Small
Steven Small
Executive Vice President and
Chief Financial Officer
Date: August 8, 1994 By:/s/Orson Oliver
Orson Oliver
President
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