MID COAST BANCORP INC
10QSB, 1996-08-13
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  Form 10-QSB

               Quarterly Report Pursuant to Section 13 or 15 (d)
                    of The Securities Exchange Act of 1934.



For the Quarter ended:  June 30, 1996               Commission File No.  0-18096


                            MID-COAST BANCORP, INC.
             (Exact name of registrant as specified in its charter)


              Delaware                                01-0454232
     (State or other jurisdiction                   I.R.S. Employer
   of incorporation or organization)              Identification No.)


1768 Atlantic Highway, PO Box 589
Waldoboro, Maine                                         04572
(Address of principal executive offices)               (Zip Code)


Registrant's telephone number, including are code:  (207) 832-7521

      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[ ]

      The number of shares  outstanding of each of the  registrant's  classes of
common stock, as of June 30, 1996, is 229,588.



Page 1 of 14.


<PAGE>  1



                            MID-COAST BANCORP, INC.


                                     Index


<TABLE>
<CAPTION>

                                                                                    Page
                                                                                    ----
<S>      <S>                                                                        <C>
PART I   FINANCIAL INFORMATION

Item 1:  Consolidated Balance Sheets of Mid-Coast Bancorp, Inc. at June 30, 1996
         (Unaudited), and March 31, 1996. . . . . . . . . . . . . . . . . . . . . .  3

         Consolidated Statements of Income of Mid-Coast Bancorp, Inc. (Unaudited),
         Three Months Ended June 30, 1996 and 1995. . . . . . . . . . . . . . . . .  5

         Consolidated Statement of Changes in Stockholders' Equity of Mid-Coast 
         Bancorp, Inc. (Unaudited) for the period April 1, 1995 to June 30, 1996. .  6

         Consolidated Statements of Cash Flows of Mid-Coast Bancorp, Inc. 
         (Unaudited), for the Three Months Ended June 30, 1996 and 1995 . . . . . .  7

         Notes to the Consolidated Financial Statements (Unaudited) . . . . . . . .  8

Item 2:  Management's Discussion and Analysis of Financial Condition and Results
         of Operations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  9

PART II  OTHER INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

SIGNATURES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
</TABLE>


<PAGE>  2


                            MID-COAST BANCORP, INC.
                          CONSOLIDATED BALANCE SHEETS
                                  (Unaudited)


<TABLE>
<CAPTION>

ASSETS                                           June 30, 1996     March 31,1996
                                                 -------------     -------------

<S>                                               <C>               <C>
Cash and due from banks                           $ 1,367,340       $   297,198
Interest bearing deposits                             103,524           805,853
Federal funds sold                                    625,000         1,625,000
                                                  ------------------------------
      Cash and cash equivalents                     2,095,864         2,728,051

Time deposits                                         992,525         1,780,101
Investments available for sale, at market           2,030,424           528,673
Held to maturity investment securities
 (Market value of $2,905,614 at June 30, 1996
 and $3,861,576 at March 31, 1996)                  2,952,909         3,904,862
Held to maturity mortgage backed securities
 (Market value of $202,918 at June 30, 1996
 and $219,775 at March 31, 1996)                      197,878           218,323
Loans held for sale                                   169,270           559,079

Loans                                              44,764,031        42,838,169
  Less:  Allowance for loan losses                    254,249           221,356
         Deferred loan fees                           139,470           151,254
                                                  ------------------------------
                                                   44,370,312        42,465,559

Bank premises and equipment, net                    1,376,854         1,386,589

Other Assets:

Accrued interest receivable:
  Loans                                               274,810           244,963
  Time deposits/investment                             77,583            68,447
  Mortgage backed securities                            4,692             1,181
Income taxes receivable                                 6,219            60,220
Deferred income taxes                                  97,630            94,000
Prepaid expenses and other assets                     151,526            97,881
Real estate owned                                     249,244           224,137
                                                  ------------------------------

     Total other assets                               861,704           790,829
                                                  ------------------------------

     Total assets                                 $55,047,740       $54,362,066
                                                  ==============================
</TABLE>


See accompanying notes.



<PAGE>  3


                             MID-COAST BANCORP, INC.
                           CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)

                      LIABILITIES AND STOCKHOLDERS' EQUITY


<TABLE>
<CAPTION>
                                                   June 30, 1996    March 31,1996
                                                   -------------    -------------

<S>                                                 <C>              <C>
Liabilities:
  Deposits:
    Demand deposits                                 $ 1,662,820      $ 1,802,239
    NOW accounts                                      3,442,318        3,111,931
    Savings                                           4,841,944        4,645,035
    Money market deposit accounts                     4,851,686        4,740,543
    Certificates of deposit                          26,408,118       27,517,154
                                                    ----------------------------

      Total deposits                                 41,206,886       41,816,902


Advances from the Federal Home Loan Bank              8,440,000        7,465,000
Accrued expenses and other liabilities                  425,273          154,087
                                                    ----------------------------

      Total liabilities                              50,072,159       49,435,989


Stockholders' equity:
  Preferred stock, $1 par value, 500,000 shares 
   authorized; none issued or outstanding
  Common stock, $1 par value, 1,500,000 shares 
   authorized; 229,588 shares issued and 
   outstanding, (229,031 at March 31, 1996)             229,588          229,031
  Paid-in capital                                     1,453,492        1,448,282
  Unrealized gains (losses) on available for 
   sale securities, net of taxes                         (7,047)              --
  Retained earnings                                   3,299,548        3,248,764
                                                    ----------------------------

      Total stockholders' equity                      4,975,581        4,926,077
                                                    ----------------------------

      Total liabilities and stockholders' equity    $55,047,740      $54,362,066
                                                    ============================
</TABLE>


See accompanying notes.


<PAGE>  4



                             MID-COAST BANCORP, INC.
                        CONSOLIDATED STATEMENTS OF INCOME
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                    Three Months Ended
                                                         June 30,
                                                 ------------------------
                                                    1996          1995
                                                 ----------    ----------

<S>                                              <C>           <C>
Interest income:
  Interest on loans                              $1,011,365    $  960,977
  Interest on investment securities                  54,455        49,838
  Interest on mortgage backed securities              7,702         4,270
  Other                                              50,918        38,821
                                                 ------------------------
      Total interest income                       1,124,440     1,053,906

Interest expense:
  Interest on deposits                              491,289       448,595
  Interest on borrowed money                        104,547       142,645
                                                 ------------------------
      Total interest expense                        595,836       591,240
                                                 ------------------------

  Net interest income                               528,604       462,666

Provision for losses on loans                        30,000        15,000

  Net interest income after provision for 
   losses on loans                                  498,604       447,666

Non interest income:
  Loan service and other loan fees                   12,507         7,777
  Gain on loans sold and held for sale                8,568         4,524
  Other                                              42,829        26,845
                                                 ------------------------
      Total non interest income                      63,904        39,146

Non interest expenses:
  Compensation of directors, officers and staff     166,766       143,705
  Building occupancy                                 10,436         7,668
  Repairs and maintenance                             9,318         6,128
  Depreciation and amortization                      15,546        17,099
  Advertising                                         8,987        10,382
  Insurance and bonds                                35,239        33,744
  Legal, audit and examinations                      13,728        10,330
  Taxes (other than income)                          13,316        12,616
  Employee benefits                                  21,542        15,654
  Data processing                                    28,032        24,400
  Other                                              76,398        66,296
  Real Estate Owned                                   1,051         3,473
  Loss on sale of real estate owned                      --        12,316
                                                 ------------------------
      Total non interest expenses                   400,359       363,811
                                                 ------------------------
Income before income taxes                          162,149       123,001
Income taxes                                         54,000        37,000
                                                 ------------------------
Net Income                                       $  108,149    $   86,001
                                                 ========================

Earnings per share                               $      .47    $      .38
                                                 ========================
</TABLE>


See accompanying notes.


<PAGE>  5



            CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                                   (Unaudited)

                  For the Period April 1, 1995 to June 30, 1996

<TABLE>
<CAPTION>
                                                                       Unrealized
                                                                      gains/losses
                                                                    on available for                    Total
                                             Common     Paid-in     sale securities,    Retained    Stockholders'
                                             Stock      Capital       net of taxes      Earnings       Equity
                                            --------   ----------   ----------------   ----------   -------------

<S>                                         <C>        <C>              <C>            <C>           <C>
Balance, April 1, 1995                      $217,084   $1,258,178       $    --        $3,247,334    $4,722,596

  Issuance of 25 shares of common 
   stock upon exercise of options                 25          169            --                --           194
  Net income                                      --           --            --            86,001        86,001
  Dividends declared ($.23 per share)             --           --            --           (49,929)      (49,929)
                                            -------------------------------------------------------------------

Balance, June 30, 1995                       217,109    1,258,347            --         3,283,406     4,758,862

  Issuance of 1,147 shares of common 
   stock upon exercise of options              1,147        8,054            --                --         9,201
  Issuance of 10,775 shares of common 
   stock as a 5% dividend                     10,775      181,881            --          (194,893)       (2,237)
  Net Income                                      --           --            --           217,446       217,446
  Dividends declared                              --           --            --           (47,195)      (57,195)
                                            -------------------------------------------------------------------

Balance, March 31, 1996                      229,031    1,448,282            --         3,248,764      4,926,077

  Issuance of 557 shares of common 
   stock upon exercise of options                557        5,210            --                --          5,767
  Net Income                                      --           --            --           108,149        108,149
  Net change in market value of 
   investments available for sale, 
   net of taxes                                   --           --        (7,047)               --             --
  Cash dividends declared ($.25 per share)        --           --            --           (57,365)       (57,365)
                                            -------------------------------------------------------------------

Balance, June 30, 1996                      $229,588   $1,453,492       $(7,047)       $3,299,548     $4,975,581
                                            ====================================================================
</TABLE>


See accompanying notes.


<PAGE>  6



                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                       Three Months Ended
                                                            June 30,
                                                    -------------------------
                                                       1996           1995
                                                    ----------     ----------

<S>                                                 <C>            <C>
Cash flows from operating activities:
  Net income                                        $  108,149     $   86,001
  Adjustments to reconcile net income to net 
   cash provided (used) by operating activities:
    Depreciation, amortization, and accretion            5,555          8,134
    Provisions for losses on loans                      30,000         15,000
    Gain on sale of loans                               (8,568)        (4,524)
    Deferred fees                                        4,221          9,799
    Loss on sale of real estate owned                        0          1,935
    Loans originated for sale                         (352,373)      (252,276)
    Proceeds from sales of loans                       750,750        207,400
    Increase in other assets                           (99,769)       (33,800)
    Change in income taxes receivable                   57,630         37,000
    Increase/(decrease) in other liabilities           271,186        (14,410)
                                                    -------------------------

  Net cash provided by operating activities            766,781         60,259

Cash flows from investing activities:
  Loan originations and repayments, net             (2,027,721)      (415,567)
  Net (increase) decrease in time deposits             789,000       (302,294)
  Investment and mortgage-backed securities:
    Purchases                                       (1,762,855)       (12,500)
    Proceeds from maturities and repayments          1,215,388        210,115
  Purchases of property and equipment                   (5,811)      (134,294)
  Sale of real estate owned                             79,645         11,575
                                                    -------------------------

  Net cash used by investing activities             (1,712,354)      (642,965)

Cash flows from financing activities:
  Net increase (decrease) in certificates of 
   deposit                                          (1,109,036)       269,061
  Net increase in demand, NOW accounts, savings
   and money market deposit accounts                   499,020        905,353
  FHLB advances                                      2,050,000      1,250,000
  FHLB advances paid                                (1,075,000)    (1,000,000)
  Dividends paid in cash                               (57,365)       (49,929)
  Sale of common stock                                   5,767            194
                                                    -------------------------

  Net cash provided by financing activities            313,386      1,374,679
                                                    -------------------------

Net increase (decrease) in cash and cash 
 equivalents                                          (632,187)       791,973

Cash and cash equivalents, at beginning of 
 period                                              2,728,051      3,015,032
                                                    -------------------------

Cash and cash equivalents, at end of period         $2,095,864     $3,807,005
                                                    =========================
</TABLE>


See accompanying notes.


<PAGE>  7


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

                                  June 30, 1996


1.   Financial Statements
     --------------------

     The accompanying  consolidated financial statements include the accounts of
     Mid-Coast  Bancorp,  Inc. (the "Company") and its wholly-owned  subsidiary,
     The Waldoboro Bank, F.S.B.  (the "Bank").  The accounts of the Bank include
     its  wholly-owned  subsidiary,   The  First  Waldoboro  Corporation.   Such
     consolidated financial statements are unaudited. However, in the opinion of
     management,  all  adjustments  necessary  for a  fair  presentation  of the
     consolidated   financial  statements  have  been  included,  and  all  such
     adjustments are of a normal and recurring nature.

     Amounts presented in the consolidated  financial statements as of March 31,
     1996 were derived from audited consolidated financial statements.

2.   Dividends Paid
     --------------

     The Board of Directors of Mid-Coast Bancorp,  Inc. declared a cash dividend
     of $.25 for each share of common stock,  which was payable on June 30, 1996
     to shareholders of record on June 3, 1996.

3.   Investments Available For Sale
     ------------------------------

     If  significant,  unrealized  gains and losses,  net of tax, on  securities
     available for sale are reported as a net amount in a separate  component of
     stockholders'  equity  until  realized.  If a decline  in  market  value is
     considered  other than  temporary,  the loss is  charged to net  securities
     gains (losses).


<PAGE>  8



                     Management's Discussion and Analysis of
                  Financial Condition and Results of Operations


General

     The financial  condition  and results of  operations of Mid-Coast  Bancorp,
Inc. (the "Holding Company") essentially reflect the operation of its subsidiary
The Waldoboro Bank,  F.S.B.  (the "Bank" or "Waldoboro").  The Holding Company's
results of operations in recent years reflect the Bank's  efforts to restructure
its balance sheet in response to the  fundamental  changes that have occurred in
the  regulatory,   economic  and   competitive   environment  in  which  savings
institutions operate.  Like most savings institutions,  Waldoboro's earnings are
primarily dependent upon its net interest income, which is determined by (i) the
difference   (known   as  the   interest   rate   spread)   between   yields  on
interest-earning assets and rates paid on interest-bearing  liabilities and (ii)
the relative amounts of interest-earning assets and interest-bearing liabilities
outstanding.

     The Bank and the entire  savings  institution  industry  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 on money market funds and other competing  investments,
account maturities and levels of personal income and savings. Lending activities
are  influenced  by, among other  things,  the demand for and supply of housing,
conditions in the construction  industry and the availability and cost of funds,
and loan rewrites resulting from declining interest rates.  Sources of funds for
lending activities include deposits, loan payments, proceeds from sales of loans
and investments, investment returns and borrowings.

     Due to the relative  interest  rate  sensitivity  of the Bank's  assets and
liabilities, the cost of funds to the Bank (principally interest on deposits and
borrowings)  does not  reprice as fast as the yield on its  assets  (principally
interest  received on loans and  investments).  Accordingly,  sharp increases or
decreases in the general level of interest rates will have a significant  impact
on the Bank's interest rate spreads in the short term.


Financial Condition

     Total assets increased $685,674 or 1.3% between March 31, 1996 and June 30,
1996. Of this amount cash and cash equivalents  decreased $632,187 or 23.2%, net
loans increased  $1,904,753 or 4.5%, and total other assets increased $70,875 or
9.0%. The decrease in cash and cash equivalents is primarily due to decreases in
total deposits and an increase in the funding of loans with the Bank's  existing
liquidity in conjunction  with advances.  The increase in loans reflects  modest
growth  for  the  Bank,   reflecting  the  current   moderate  demand  for  loan
origination.

     Total  liabilities  increased  $636,170 or 1.3% between March 31, 1996, and
June 30,  1996.  Increases  occurred in NOW  accounts,  savings and Money Market
accounts.  These  increases  were offset by  decreases  in Demand  Deposits  and
Certificates   of  Deposit  of  $139,419  or  7.7%  and   $1,109,036   or  4.0%,
respectively.  The  decreases  in  certificates  of deposit  reflects the bank's
strategy to acquire funds at the most favorable rates to the bank. Advances from
the Federal Home Loan Bank increased $975,000.  These advances were used to fund
a mortgage loan program instituted by the bank aimed at increasing mortgage loan
growth.

     The  allowance  for loan losses  amounted  to  $254,249  at June 30,  1996,
compared to $221,356  at March 31,  1996.  The  increase in  allowance  for loan
losses is primarily due to the current period's provision for loan losses.

     At June 30, 1996, and March 31, 1996, loans  contractually past due 90 days
or more amounted to $6,883 and $375,338 or 0.02% and 0.9% of loans  outstanding,
respectively,  at such dates.  Non-accrual  of  interest on these loans  totaled
$42,901 at March 31, 1996,  as compared  with $341 at June 30, 1996.  Management
does not believe these loans materially affect the overall quality of the Bank's
loan portfolio.


<PAGE>  9


                              RESULTS OF OPERATIONS


Three Months Ended June 30, 1996 and 1995

Net Income

     Mid-Coast  recorded  net income for the three months ended June 30, 1996 of
$108,149 compared to $86,001 for the three month period ended June 30, 1995. The
increase  of  $22,148  or 25.7% is due to  modest  growth  in loan  volume,  and
investment securities.


Interest Income

     Interest income increased  $70,534 or 6.7% for the three month period ended
June 30, 1996,  primarily due to increases in the average balances of commercial
mortgages  and other loans which  increased  $2.1 million or 46% and $523,000 or
12.0%,  respectively.  Other loans consist primarily of home equity, installment
loans, and student loans. Also contributing to Interest Income is an increase in
the average balance of the banks investment  portfolio of $1.5 million or 41% as
compared  to the same  period in the  previous  fiscal  year.  This  increase is
partially offset by a decrease in residential  mortgage balances of $2.1 million
or 5.87% compared to the same period in the previous fiscal year.


Interest Expense

     Total  interest  expense for the three months ended June 30, 1996 increased
$4,596 or 0.8% as compared to the same period last year,  with average  balances
and rates remaining relatively constant.


Net Interest Income

     Mid-Coast's  net  interest  income,  before  provisions  for  loan  losses,
increased $65,938 or 14.3% for the three months ended June 30, 1996, as compared
to the same period last year.  The increase is primarily the effect of a $70,534
increase in interest income, while interest expense remained
relatively stable.


Provisions for Losses on Loans

     The allowance for loan losses is  established  through a provision for loan
losses  based  on  management's  evaluation  of the  risk  inherent  in its loan
portfolio and the general economy.  Such evaluation  considers  numerous factors
including general economic conditions,  loan portfolio compositions,  prior loss
experience,  the estimated  fair value of the  underlying  collateral  and other
factors  that  warrant  recognition  in  providing  for an  adequate  loan  loss
allowance.  The  Bank's  provision  for losses on loans  during the three  month
period ended June 30,  1996,  increased to $30,000 as compared to $15,000 in the
comparable period in the previous fiscal year.  Management believes the increase
is prudent due to growth in the commercial loan portfolio.


Non Interest Income

     Total non  interest  income for the three month period ended June 30, 1996,
increased  $24,758 or 63.2%,  primarily  as a result of an increase of $4,730 in
loan  service  and other loan fees,  an increase of $4,044 in gain on loans sold
and held for sale,  and an increase in other of $15,984.  These other  increases
are the  result  of  increased  fees and  charges  particularly  related  to NOW
accounts and overdraft fees.


Non Interest Expenses

     Total non  interest  expenses  increased  by $36,548 or 10.0% for the three
month period ended June 30, 1996,  as compared to the  comparable  period in the
previous  fiscal year.  The increases were due to increases in  compensation  of
directors,  officers and staff,  which consists of one  additional  employee and
employee  salary  increases,   employee  benefits  which  primarily  consist  of
increases  in the cost of the  Bank's  employee  retirement  plan  and  employee
medical  coverage,  and  other  expenses  consisting  of  shareholder  services,
utilities, postage, office supplies and employee training.


<PAGE> 10


Insurance of Deposits

     Under the Federal Deposit Insurance Act, savings  institution  deposits are
insured to a maximum of $100,000 for each insured depositor, as determined under
the  regulations  of the FDIC,  and  backed by the full  faith and credit of the
United  States.  Premiums paid by depository  institutions  for the insurance of
deposits are determined on a risk-based assessment system pursuant to which each
institution  is assigned to one of nine premium  categories  ranging  from,  for
SAIF-insured  institutions,  0.23% of deposits for the least risky  institutions
and 0.31% of deposits for the most risky institutions.

     The Federal  Deposit  Insurance Act requires that the SAIF and the BIF each
be  recapitalized  until its reserves are at least 1.25% of the deposits insured
by that fund.  Upon reaching the 1.25% reserve ratio,  the assessment  rates for
that fund could be reduced.  The FDIC has  reported  that the BIF  attained  the
1.25% reserve ratio in May 1995 but that the SAIF is not likely to reach,  under
reasonable optimistic financial projections, the 1.25% reserve ratio until 2001.
Effective  on January 1, 1996,  "well  capitalized"  BIF-  insured  institutions
without any significant  supervisory concerns will be assessed the legal minimum
of $2,000  per  year,  and the other  BIF-insured  institutions  will pay at new
assessment  rates  ranging from 0.03% of deposits to 0.27% of deposits.  Because
the SAIF has not yet achieved its  designated  reserve  ratio,  no reductions in
insurance  assessments  have been  adopted  for  savings  institutions.  Several
legislative  proposals  have  been  made to avoid a large  long-term  difference
between the  insurance  assessments  paid by BIF- insured  commercial  banks and
savings banks and those paid by SAIF-insured savings institutions. Some of these
legislative  proposals would require,  among other things, all institutions with
SAIF-insured  deposits to pay a large one-time  assessment to recapitalize SAIF.
It cannot presently be determined whether any of these proposals will be adopted
into law,  and if so, what effect  they would have upon the Bank;  however,  the
Bank believes that a large disparity in deposit insurance assessment rates would
put it as well as  other  SAIF-insured  savings  institutions  at a  competitive
disadvantage with respect to BIF-insured commercial banks and savings banks.

     An insured institution is subject to periodic  examination,  and regulators
may revalue the assets of an  institution,  based upon  appraisals,  and require
establishment  of specific  reserves in amounts equal to the difference  between
such revaluation and the book value of the assets.
SAIF
insurance of deposits may be terminated  by the FDIC,  after notice and hearing,
upon a finding by the FDIC that a savings  institution  has engaged in an unsafe
or  unsound  practice,  or is in an  unsafe or  unsound  condition  to  continue
operations,  or has violated any  applicable  law,  regulation,  rule,  order or
condition imposed by the OTS or the FDIC. Management of the Bank is not aware of
any  practice,  condition or  violation  that might lead to  termination  of its
deposit insurance.


Liquidity and Capital Resources

     On June 30, 1996, the Holding Company's stockholders' equity was $4,975,581
or 9.04% of total assets compared to $4,926,077 or 9.06% at March
31, 1996.

     The Office of Thrift Supervision ("OTS") requires savings institutions such
as Waldoboro  to maintain a specified  ratio of cash and  short-term  investment
securities to new  withdrawable  deposits and borrowings  with maturities of one
year or less. This minimum liquidity ratio,  currently 5%, may vary from time to
time, depending upon general economic conditions and deposit flows. As a part of
its asset/liability  management program,  Waldoboro has historically  maintained
liquidity in excess of regulatory  requirements  to better match its  short-term
liabilities.  At June 30, 1996,  Waldoboro's  liquidity ratio was  approximately
12.19% compared to 12.68% at June 30, 1995.

     The minimum  capital  standards set by the OTS have three  components:  (1)
tangible  capital;  (2) leverage  ratio or "core"  capital;  and (3)  risk-based
capital.  The tangible  capital  requirement  is 1.5% and the leverage  ratio or
"core" capital requirement is 3% of an institution's  adjusted total assets. The
risk-based capital  requirement is 8% of risk-weighted  assets. The amount of an
institution's  risk-weighted assets is determined by assigning a "risk-weighted"
value  to  each  of  the  institution's  assets.  Under  the  regulations,   the
"risk-weighted" of a particular type of assets depends upon the degree of credit
risk which is deemed to be associated with that type of asset.


<PAGE>  11



     At June 30, 1996,  Waldoboro had tangible capital of $4,884,000 or 8.87% of
adjusted total assets,  which exceeds the minimum required  tangible capital and
leverage ratio or "core" capital requirements.  Waldoboro had risk-based capital
of $5,138,000 or 16.11% of risk-weighted assets at June 30, 1996.



<PAGE> 12


                            PART II OTHER INFORMATION


Item 1.   Legal Proceedings.
          ------------------

     There was no  material  litigation  pending to which the  Registrant  was a
party or to which the property of the Registrant was subject during the
quarter ended June 30, 1996.

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 July 18, 1996 at the Annual Meeting of Shareholders of Mid-Coast, Samuel
Cohen, Ronald E. Dolloff,  and Lincoln O. Orff were elected Directors each for a
term of three years and until their  respective  successors are  appointed.  The
vote for each of the directors was as follows:

<TABLE>
<CAPTION>
                                FOR       WITHHELD
                              -------     --------

     <S>                      <C>          <C>
     Samuel Cohen             171,967      6,882
     Ronald E. Dolloff        175,451      3,398
     Lincoln O. Orff          175,451      3,398
</TABLE>

     Waite W. Weston,  Sharon Crowe,  Lincoln Davis III,  Maynard Prock,  Wesley
Richardson,  and Robert W. Spear,  are  continuing as Directors  following  said
meeting.

     In addition,  the  shareholders  also voted to ratify at the Annual Meeting
the  appointment of Baker Newman & Noyes as the Company's  independent  auditors
for the 1997 fiscal year. The vote ratifying the appointment of the
independent auditors was:

     178,096       FOR
         540       AGAINST
         213       ABSTAIN


Item 5.   Other Information.

     None.

Item 6.   Exhibits and Reports on Form 8-K.

     (a)  Exhibits required by Item 601 of Regulation S-K.

          27      Financial Data Schedule

     (b)  Reports on Form 8-K.

          None.


<PAGE> 13



                                 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-COAST BANCORP, INC.


                                            /s/ Wesley E. Richardson
                                            (Registrant)



Date   August 13, 1996                      /s/ Wesley E. Richardson
                                            (Signature)
                                            Wesley E. Richardson
                                            President and Treasurer





<TABLE> <S> <C>

<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE 
JUNE 30, 1996 CONSOLIDATED FINANCIAL STATEMENTS AND MANAGEMENTS DISCUSSION 
AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS CONTAINED IN 
FORM 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL 
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                             MAR-31-1996
<PERIOD-START>                                APR-01-1996
<PERIOD-END>                                  JUN-30-1996
<CASH>                                              1,367
<INT-BEARING-DEPOSITS>                                104
<FED-FUNDS-SOLD>                                      625
<TRADING-ASSETS>                                        0
<INVESTMENTS-HELD-FOR-SALE>                         2,030
<INVESTMENTS-CARRYING>                              3,151
<INVESTMENTS-MARKET>                                3,108
<LOANS>                                            44,764
<ALLOWANCE>                                           254
<TOTAL-ASSETS>                                     55,048
<DEPOSITS>                                         41,207
<SHORT-TERM>                                            0
<LIABILITIES-OTHER>                                   425
<LONG-TERM>                                         8,440
                                   0
                                             0
<COMMON>                                              230
<OTHER-SE>                                          4,746
<TOTAL-LIABILITIES-AND-EQUITY>                     55,048
<INTEREST-LOAN>                                     1,011
<INTEREST-INVEST>                                      62
<INTEREST-OTHER>                                       51
<INTEREST-TOTAL>                                    1,124
<INTEREST-DEPOSIT>                                    491
<INTEREST-EXPENSE>                                    596
<INTEREST-INCOME-NET>                                 528
<LOAN-LOSSES>                                          30
<SECURITIES-GAINS>                                      0
<EXPENSE-OTHER>                                       400
<INCOME-PRETAX>                                       162
<INCOME-PRE-EXTRAORDINARY>                            162
<EXTRAORDINARY>                                         0
<CHANGES>                                               0
<NET-INCOME>                                          108
<EPS-PRIMARY>                                         .47
<EPS-DILUTED>                                         .47
<YIELD-ACTUAL>                                       4.11
<LOANS-NON>                                             7
<LOANS-PAST>                                            0
<LOANS-TROUBLED>                                        0
<LOANS-PROBLEM>                                         0
<ALLOWANCE-OPEN>                                      221
<CHARGE-OFFS>                                           0
<RECOVERIES>                                            3
<ALLOWANCE-CLOSE>                                     254
<ALLOWANCE-DOMESTIC>                                  254
<ALLOWANCE-FOREIGN>                                     0
<ALLOWANCE-UNALLOCATED>                                 0
        

</TABLE>


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