##### Table of Contents



UNITED
STATESSECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20429
 FORM 10-Q
  þ
    
    QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
  o
    
    TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
   MID-AMERICA BANCSHARES, INC.
  
  
  
  
  
   x o
  o o x
  o x
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##### Table of Contents



TABLE OF CONTENTS
 PART I  FINANCIAL INFORMATIONItem 1. Financial StatementsThe unaudited consolidated financial statements of the registrant, Mid-America Bancshares, Inc. (the Company) are as follows:Consolidated Balance Sheets  March 31, 2007 and December 31, 2006.Consolidated Statements of Earnings  For the three months ended March 31, 2007 and 2006.Consolidated Statements of Comprehensive Earnings  For the three months ended March 31, 2007 and 2006.Consolidated Statements of Cash Flows  For the three months ended March 31, 2007 and 2006.Item 2. Managements Discussion and Analysis of Financial Condition and Results of OperationsItem 3. Quantitative and Qualitative Disclosures About Market RiskItem 4. Controls and ProceduresPART II  OTHER INFORMATIONItem 1. Legal ProceedingsItem 1A. Risk Factors.Item 2. Unregistered Sales of Equity securities and Use of Proceeds.Item 3. Defaults Upon Senior Securities.Item 4. Submission of Matters to a Vote of Security Holders.Item 5. Other Information.Item 6. Exhibits.SIGNATURESCERTIFICATIONSEX-31.1 SECTION 302 CERTIFICATION OF THE CEOEX-31.2 SECTION 302 CERTIFICATION OF THE CFOEX-32 SECTION 906 CERTIFICATION OF THE CEO & CFO
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MID-AMERICA BANCSHARES, INC.
 
 Consolidated Balance Sheets
 March 31, 2007 and December 31, 2006
 (Unaudited)
 March 31,
    
    
    December 31,2007
    
    
    2006(In Thousands)AssetsLoans, less allowance for loan losses of $7,907,000
and $7,754,000, respectively
    
    $
    739,126
    
    
    $
    686,690Securities:Available-for-sale, at market (amortized cost  $171,946,000 and
$169,391,000, respectively)
    
    
    171,204
    
    
    
    168,395Held-to-maturity, at amortized cost (market value  $9,798,000
and $9,774,000, respectively)
    
    
    9,740
    
    
    
    9,740Total securities
    
    
    180,944
    
    
    
    178,135Restricted equity securities
    
    
    2,224
    
    
    
    2,174Federal funds sold
    
    
    20,395
    
    
    
    7,145Interest-bearing deposits in financial institutions
    
    
    2,814
    
    
    
    2,559Loans held for sale
    
    
    7,934
    
    
    
    5,190Total earning assets
    
    
    953,437
    
    
    
    881,893Cash and due from banks
    
    
    26,316
    
    
    
    20,728Premises and equipment, net
    
    
    32,164
    
    
    
    32,626Accrued interest receivable
    
    
    5,731
    
    
    
    5,505Other real estate
    
    
    
    
    
    
    185Intangible assets, net
    
    
    4,514
    
    
    
    4,714Goodwill
    
    
    19,147
    
    
    
    19,147Other assets
    
    
    2,494
    
    
    
    3,173Total assets
    
    $
    1,043,803
    
    
    $
    967,971Liabilities and Stockholders EquityDeposits
    
    $
    884,810
    
    
    $
    823,755Federal funds purchased
    
    
    7,340
    
    
    
    5,095Line of credit
    
    
    3,000
    
    
    
    2,000Securities sold under repurchase agreements
    
    
    12,345
    
    
    
    11,353Deferred tax liability
    
    
    1,233
    
    
    
    1,153Accrued interest and other liabilities
    
    
    5,181
    
    
    
    5,928Advances from Federal Home Loan Bank
    
    
    25,269
    
    
    
    15,747Total liabilities
    
    
    939,178
    
    
    
    865,031Stockholders equity:Series A Preferred Stock, authorized 25,000,000 shares
    
    
    
    
    
    
    Common stock, $1 par value; authorized 75,000,000 shares, issued
13,931,256 and 13,922,956 shares issued and outstanding, respectively
    
    
    13,931
    
    
    
    13,923Additional paid-in capital
    
    
    87,811
    
    
    
    87,666Retained earnings
    
    
    3,341
    
    
    
    1,966Net unrealized losses on available-for-sale securities, net of
income taxes of $284,000 and $381,000, respectively
    
    
    (458
    )
    
    
    (615
    )Total stockholders equity
    
    
    104,625
    
    
    
    102,940Total liabilities and stockholders equity
    
    $
    1,043,803
    
    
    $
    967,971
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MID-AMERICA BANCSHARES, INC.
 
 Consolidated Statements of Earnings
 Three Months Ended March 31, 2007 and 2006
 (Unaudited)
 Three Months EndedMarch 31,2007
    
    
    2006(In Thousands,Except Per Share Amounts)Interest income:Interest and fees on loans
    
    $
    14,460
    
    
    
    6,126Interest and dividends on taxable securities
    
    
    1,664
    
    
    
    628Interest and dividends on non-taxable securities
    
    
    447
    
    
    
    105Interest on Federal funds sold
    
    
    345
    
    
    
    264Interest on loans held for sale
    
    
    52
    
    
    
    23Interest and dividends on restricted equity securities
    
    
    33
    
    
    
    14Interest on interest-bearing deposit in financial institution
    
    
    28
    
    
    
    25Other interest income
    
    
    3
    
    
    
    Total interest income
    
    
    17,032
    
    
    
    7,185Interest expense:Interest on negotiable order of withdrawal accounts
    
    
    957
    
    
    
    93Interest on money market and savings accounts
    
    
    1,228
    
    
    
    474Interest on certificates of deposit over $100,000
    
    
    4,332
    
    
    
    1,724Interest on certificates of deposit  other
    
    
    2,503
    
    
    
    1,094Interest on securities sold under repurchase agreements
    
    
    109
    
    
    
    13Interest on Federal funds purchased and other borrowed funds
    
    
    55
    
    
    
    Interest on advances from the Federal Home Loan Bank
    
    
    237
    
    
    
    182Total interest expense
    
    
    9,421
    
    
    
    3,580Net interest income before provision for loan losses
    
    
    7,611
    
    
    
    3,605Provision for loan losses
    
    
    188
    
    
    
    62Net interest income after provision for loan losses
    
    
    7,423
    
    
    
    3,543Other income:Service charges on deposit accounts
    
    
    548
    
    
    
    199Investment banking fees and commissions, net
    
    
    452
    
    
    
    324Mortgage broker fees and fees on mortgage originations
    
    
    571
    
    
    
    287Gain on sale of SBA loans
    
    
    9
    
    
    
    73Title company income
    
    
    69
    
    
    
    63Other fees and commissions
    
    
    250
    
    
    
    118Total other income
    
    
    1,899
    
    
    
    1,064Other expenses:Salaries and employee benefits
    
    
    4,261
    
    
    
    2,361Occupancy expenses, net
    
    
    618
    
    
    
    326Furniture and equipment expense
    
    
    521
    
    
    
    308Data processing expense
    
    
    417
    
    
    
    158Advertising and marketing
    
    
    79
    
    
    
    97Printing, postage, stationary and supplies
    
    
    161
    
    
    
    104Amortization of intangible assets
    
    
    200
    
    
    
    Loss on sale of securities, net
    
    
    
    
    
    
    145Other operating expenses
    
    
    1,041
    
    
    
    436Loss and expense related to sale of other real estate
    
    
    1
    
    
    
    Total other expenses
    
    
    7,299
    
    
    
    3,935Earnings before income taxes
    
    
    2,023
    
    
    
    672Income taxes
    
    
    648
    
    
    
    72Net earnings
    
    $
    1,375
    
    
    $
    600Basic earnings per common share
    
    $
    .10
    
    
    $
    .09Diluted earnings per common share
    
    $
    .09
    
    
    $
    .09
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MID-AMERICA BANCSHARES, INC.
 
 Consolidated Statements of Comprehensive Earnings
 Three and Ended March 31, 2007 and 2006
 (Unaudited)
 Three Months EndedMarch 31,2007
    
    
    2006(In Thousands)Net earnings
    
    $
    1,375
    
    
    $
    600Other comprehensive earnings:Unrealized gains on available-for-sale securities arising during period,
net of taxes of $97,000 in 2007 and $509,000 in 2006
    
    
    157
    
    
    
    300Reclassification adjustment for losses included in earnings, net of taxes
of $55,000 in 2006
    
    
    
    
    
    
    90Other comprehensive earnings
    
    
    157
    
    
    
    390Comprehensive earnings
    
    $
    1,532
    
    
    $
    990
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MID-AMERICA BANCSHARES, INC.
 
 Consolidated Statements of Cash Flows
 Three Months Ended March 31, 2007 and 2006
 Increase (Decrease) in Cash and Cash Equivalents
 (Unaudited)
 2007
    
    
    2006(In Thousands)Cash flows from operating activities:Interest received
    
    $
    16,665
    
    
    $
    7,033Fees and commissions received
    
    
    1,336
    
    
    
    777Interest paid
    
    
    (9,575
    )
    
    
    (3,398
    )Cash paid to suppliers and employees
    
    
    (6,897
    )
    
    
    (4,039
    )Origination of loans held for sale
    
    
    (30,854
    )
    
    
    (12,023
    )Proceeds from loan sales
    
    
    28,681
    
    
    
    13,025Income taxes paid
    
    
    (60
    )
    
    
    (624
    )Net cash (used in) provided by operating activities
    
    
    (704
    )
    
    
    751Cash flows from investing activities:Purchase of available-for-sale securities
    
    
    (8,241
    )
    
    
    (26,715
    )Proceeds from sales, calls, principal payments and maturities
of available-for-sale securities
    
    
    5,671
    
    
    
    10,131Purchase of restricted stock
    
    
    (48
    )
    
    
    Loans made to customers, net of repayments
    
    
    (52,425
    )
    
    
    (15,466
    )Purchase of premises and equipment
    
    
    (199
    )
    
    
    (1,299
    )Proceeds from sale of fixed assets
    
    
    19
    
    
    
    Proceeds from sale of other real estate
    
    
    187
    
    
    
    Purchase if interest-bearing deposits in financial institutions
    
    
    (255
    )
    
    
    (7,100
    )Proceeds from sale of repossessed assets
    
    
    37
    
    
    
    Net cash used in investing activities
    
    
    (55,254
    )
    
    
    (40,449
    )Cash flows from financing activities:Net increase in non-interest bearing, savings and NOW deposit
accounts
    
    
    61,140
    
    
    
    15,157Net increase (decrease) in time deposits
    
    
    (154
    )
    
    
    18,927Proceeds from sale of common stock pursuant to exercise of
stock options
    
    
    51
    
    
    
    15Increase in securities sold under repurchase agreements
    
    
    992
    
    
    
    1,967Net proceeds from (reduction in) Federal Home Loan Bank
advances, net of repayments
    
    
    9,522
    
    
    
    (473
    )Proceeds from Federal funds purchased, net of repayments
    
    
    2,245
    
    
    
    Proceeds from advances from line of credit
    
    
    1,000
    
    
    
    Net cash provided by financing activities
    
    
    74,796
    
    
    
    35,593Net increase (decrease) in cash and cash equivalents
    
    
    18,838
    
    
    
    (4,105
    )Cash and cash equivalents at beginning of period
    
    
    27,873
    
    
    
    33,134Cash and cash equivalents at end of period
    
    $
    46,711
    
    
    $
    29,029
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MID-AMERICA BANCSHARES, INC.
 Consolidated Statements of Cash Flows, Continued
 Three Months Ended March 31, 2007 and 2006
 Increase (Decrease) in Cash and Cash Equivalents
 (Unaudited)
 2007
    
    
    2006(In Thousands)Reconciliation of net earnings to net cash provided by operating
activities:Net earnings
    
    $
    1,375
    
    
    $
    600Adjustments to reconcile net earnings to net cash (used in)
provided by operating activities:Depreciation, amortization and accretion
    
    
    657
    
    
    
    306Amortization of intangible assets, loan and CD discount
    
    
    115Provision for loan losses
    
    
    188
    
    
    
    62Restricted equity securities dividend reinvestment
    
    
    (2
    )
    
    
    (13
    )Loss on sale of securities, net
    
    
    
    
    
    
    145Loss on sale of repossessed assets
    
    
    8
    
    
    
    Gain on sale of other real estate
    
    
    (2
    )
    
    
    (Increase) decrease in loans held for sale
    
    
    (2,744
    )
    
    
    715Increase in accrued interest receivable
    
    
    (226
    )
    
    
    (161
    )Increase (decrease) in accrued interest payable
    
    
    (223
    )
    
    
    182Decrease in other liabilities
    
    
    (541
    )
    
    
    (1,000
    )(Increase) decrease in other assets
    
    
    589
    
    
    
    (85
    )Stock based compensation expense
    
    
    102
    
    
    
    Total adjustments
    
    
    (2,079
    )
    
    
    151Net cash (used in) provided by operating activities
    
    $
    (704
    )
    
    $
    751Supplemental Schedule of Non-Cash Activities:Increase in unrealized gains and losses in value of securities
available-
for sale
    
    $
    157
    
    
    $
    390Net non-cash transfer from loans to other repossessed assets, net
    
    $
    45
    
    
    $
    114
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MID-AMERICA BANCSHARES, INC.
 Notes to Consolidated Financial Statements
 (Unaudited)
 Forward-Looking Statements
  (1) Basis of Presentation
   8




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MID-AMERICA BANCSHARES, INC.
 Notes to Consolidated Financial Statements
 (Unaudited)
 (1) Basis of Presentation, Continued
  (2) Share Exchange
  Assets and liabilities of Bank of the South:
    
    (In Thousands)Cash and Federal funds
    
    $
    15,323Loans, net
    
    
    287,950Securities
    
    
    71,532Fixed assets
    
    
    14,316Other assets
    
    
    4,137Deposits
    
    
    (350,164
    )Other liabilities
    
    
    (7,203
    )Net book value
    
    
    35,891Value of stock issued
    
    
    59,516Excess purchase price
    
    $
    23,625Allocation of excess purchase price:Premium on purchased deposits
    
    $
    4,720Market value adjustment to buildings
    
    
    4,315Loan discounts
    
    
    (2,581
    )Deposit discounts
    
    
    5266,980Deferred taxes at 38.29%
    
    
    (2,673
    )4,307Initial goodwill
    
    
    19,318Total allocation of excess purchase price
    
    $
    23,625
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MID-AMERICA BANCSHARES, INC.
 Notes to Consolidated Financial Statements
 (Unaudited)
 (3) Allowance for Loan Losses
    Three Months EndedMarch 31,(In Thousands)2007
    
    
    2006Balance, January 1, 2007 and 2006, respectively
    
    $
    7,754
    
    
    $
    3,649Add (deduct):Losses charged to allowance
    
    
    (56
    )
    
    
    (20
    )Recoveries credited to allowance
    
    
    21
    
    
    
    1Provision for loan losses
    
    
    188
    
    
    
    62Balance, March 31, 2007 and 2006, respectively
    
    $
    7,907
    
    
    $
    3,692
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MID-AMERICA BANCSHARES, INC.
 Notes to Consolidated Financial Statements, Continued
 (Unaudited)
 (4) Earnings Per Share
   Three Months EndedMarch 31,(In Thousands, except share amounts)
    
    2007
    
    
    2006Basic EPS Computation:Numerator  net earnings available to common shareholders
    
    $
    1,375
    
    
    $
    600Denominator  weighted average number of common shares
outstanding
    
    
    13,927,543
    
    
    
    6,779,372Basic earnings per common share
    
    $
    .10
    
    
    $
    .09Diluted EPS Computation:Numerator  net earnings available to common shareholders
    
    $
    1,375
    
    
    $
    600Denominator:Weighted average number of common shares outstanding
    
    
    13,927,543
    
    
    
    6,779,372Dilutive effect of stock options
    
    
    646,254
    
    
    
    109,75414,573,797
    
    
    
    6,889,126Diluted earnings per common share
    
    $
    .09
    
    
    $
    .09
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MID-AMERICA BANCSHARES, INC.
 Notes to Consolidated Financial Statements, Continued
 (Unaudited)
 (5) Employee Based Compensation Plans
 Stock Options
   Restricted Equity Incentive Plan
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MID-AMERICA BANCSHARES, INC.
 Notes to Consolidated Financial Statements, Continued
 (Unaudited)
 (5) Employee Based Compensation Plans, Continued
 Restricted Equity Incentive Plan, Continued
  Incentive
    
    
    Stock
    
    
    
    
    
    
    Non-Stock
    
    
    Appreciation
    
    
    Restricted
    
    
    QualifiedOptions
    
    
    Rights
    
    
    Stock
    
    
    Stock Options
    
    
    TotalOutstanding at December 31, 2006
    
    
    622,191
    
    
    
    36,150
    
    
    
    260,000
    
    
    
    565,704
    
    
    
    1,484,045Granted
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,000
    
    
    
    4,000Exercised
    
    
    (8,300
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (8,300
    )Forfeited or expired
    
    
    (200
    )
    
    
    (1,450
    )
    
    
    
    
    
    
    
    
    
    
    (1,650
    )Outstanding at March 31, 2007
    
    
    613,691
    
    
    
    34,700
    
    
    
    260,000
    
    
    
    569,704
    
    
    
    1,478,095Exercisable at March 31, 2007
    
    
    613,691
    
    
    
    
    
    
    
    
    
    
    
    50,704
    
    
    
    664,395Weighted average exercise price for
shares outstanding
    
    $
    7.53
    
    
    $
    8.76
    
    
    $
    
    
    
    $
    8.44Weighted average exercise price for
shares exercisable
    
    $
    7.53
    
    
    
    
    
    
    
    
    
    
    
    5.00Remaining weighted average contractual
life for shares outstanding, in years
    
    
    7.09
    
    
    
    9.43
    
    
    
    9.43
    
    
    
    9.01Remaining weighted average contractual
life for shares exercisable, in years
    
    
    7.09
    
    
    
    
    
    
    
    
    
    
    
    4.71Aggregate intrinsic values of shares
outstanding
    
    $
    2,420,149
    
    
    $
    94,037
    
    
    $
    704,600
    
    
    $
    1,725,585Aggregate intrinsic value of exercisable
shares
    
    $
    2,420,149
    
    
    $
    
    
    
    $
    
    
    
    $
    328,055
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MID-AMERICA BANCSHARES, INC.
 Notes to Consolidated Financial Statements, Continued
 (Unaudited)
 (5) Employee Based Compensation Plans, Continued
 Restricted Equity Incentive Plan, Continued
  Totals(In Thousands)Stock-based compensation expense
    
    $
    102Deferred income tax benefit
    
    
    (39
    )Impact of stock-based compensation expense,
after tax effect
    
    $
    63
  2006/2007StockAppreciation
    
    
    Restricted
    
    
    StockRights
    
    
    Stock
    
    
    OptionsExpected volatility
    
    
    15.20
    %
    
    
    15.20
    %
    
    14.30% to 15.20%Expected dividend yield
    
    
    1.00
    %
    
    
    1.00
    %
    
    
    1.00%Expected term, in years
    
    
    6.50
    
    
    
    7.75
    
    
    
    7.00Risk-free rate
    
    
    4.69
    %
    
    
    4.69
    %
    
    4.51% to 4.69%
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MID-AMERICA BANCSHARES, INC.
 Notes to Consolidated Financial Statements, Continued
 (Unaudited)
 (6) Acquisition
    
    
    The transaction effectively increases the market-area served by each bank.
    
    The transaction is expected to enable each bank to expand and improve customer service
and access to banking facilities while retaining local decision-making.
    
    The transaction is projected to allow the banks to make and participate in larger
loans.
    
    It is anticipated that the combined company will achieve cost savings through combining
selective administrative functions such as loan review, regulatory compliance, internal
audit, and comfortable matters.
    
    The transaction is expected to help the banks to attain cost savings in handling future
growth.
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MID-AMERICA BANCSHARES, INC.
 Notes to Consolidated Financial Statements, Continued
 (Unaudited)
 (6) Acquisition, Continued
  March 31, 2006Mid-Bank of the
    
    
    America
    
    
    Pro Forma AdjustmentsSouth
    
    
    Bancshares
    
    
    
    
    
    
    
    
    
    
    Pro Forma(6)
    
    
    (7)
    
    
    Dr.
    
    
    Cr.
    
    
    Combined(In Thousands)Interest income
    
    $
    5,923
    
    
    
    7,185
    
    
    
    
    
    
    
    154
    (1)
    
    
    13,262Interest expense
    
    
    2,642
    
    
    
    3,580
    
    
    
    70
    (2)
    
    
    
    
    
    
    6,292Net interest income
    
    
    3,281
    
    
    
    3,605
    
    
    
    
    
    
    
    
    
    
    
    6,970Provision for loan losses
    
    
    (154
    )
    
    
    (62
    )
    
    
    
    
    
    
    
    
    
    
    (216
    )Net interest income after
provision for loan losses
    
    
    3,127
    
    
    
    3,543
    
    
    
    
    
    
    
    
    
    
    
    6,754Non-interest income
    
    
    756
    
    
    
    1,064
    
    
    
    
    
    
    
    
    
    
    
    1,820Non-interest expense
    
    
    2,852
    
    
    
    3,935
    
    
    
    172
    (3)27
    (4)
    
    
    
    
    
    
    6,986Income before income
taxes
    
    
    1,031
    
    
    
    672
    
    
    
    
    
    
    
    
    
    
    
    1,588Income tax expense
    
    
    361
    
    
    
    72
    
    
    
    
    
    
    
    43
    (5)
    
    
    390Net income
    
    $
    670
    
    
    
    600
    
    
    
    
    
    
    
    
    
    
    
    1,198Proforma per share information:Basic earnings per common
share
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    .09Diluted earnings per common
share
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    .09Weighted average share
outstanding:Basic
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    13,046,650Diluted
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    13,361,226
        16




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##### Table of Contents



MID-AMERICA BANCSHARES, INC.
 Notes to Consolidated Financial Statements, Continued
 (Unaudited)
 (7) Acquired Intangible Assets and Goodwill
  In ThousandsIntangibles:Deposit base premium
    
    $
    4,720Accumulated amortization as of March 31, 2007
    
    $
    397Amortization expense for the three months ended
March 31, 2007
    
    $
    172Estimated amortization expense:Remaining for 2007
    
    $
    542For year ended 2008
    
    
    704For year ended 2009
    
    
    704For year ended 2010
    
    
    704For year ended 2011
    
    
    704For year ended 2012
    
    
    704
  In ThousandsGoodwill:Balance January 1, 2007
    
    $
    19,147Goodwill acquired during 2007
    
    
    Balance March 31, 2007
    
    $
    19,147
   17




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##### Table of Contents



MID-AMERICA BANCSHARES, INC.
 Notes to Consolidated Financial Statements, Continued
 (Unaudited)
 (7) Acquired Intangible Assets and Goodwill, Continued
  Real EstateLoan
    
    
    Discount
    
    
    TimeDiscount
    
    
    Adjustment
    
    
    DepositRemaining for 2007
    
    
    (468
    )
    
    
    81
    
    
    
    149Year ended 2008
    
    
    (620
    )
    
    
    108
    
    
    
    102Year ended 2009
    
    
    (620
    )
    
    
    108
    
    
    
    85Year ended 2010
    
    
    (513
    )
    
    
    108
    
    
    
    28Year ended 2011
    
    
    
    
    
    
    108
    
    
    
    Year ended 2012
    
    
    
    
    
    
    108
    
    
    
    Amortization/(accretion)
depreciation period
    
    4.2 Years
    
    40 years
    
    Various
 18




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##### Table of Contents



MID-AMERICA BANCSHARES, INC.
 FORM 10-Q
 
 Item 2. Managements Discussion and Analysis of Financial Condition and Result of Operations
 General
       19




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##### Table of Contents



MID-AMERICA BANCSHARES, INC.
 FORM 10-Q
 Item 2. Managements Discussion and Analysis of Financial Condition and Result of Operations, Continued
 General, Continued
    Critical Accounting Policies
    20




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##### Table of Contents



MID-AMERICA BANCSHARES, INC.
 FORM 10-Q, CONTINUED
 Item 2. Managements Discussion and Analysis of Financial Condition and Result of
Operations, Continued
 Critical Accounting Policies, Continued
    Results of Operations
  Net Interest Income
  21




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##### Table of Contents



MID-AMERICA BANCSHARES, INC.
 FORM 10-Q, CONTINUED
 Item 2. Managements Discussion and Analysis of Financial Condition and Result of Operations,
Continued
 Provision for Loan Losses
   Non-Interest Income
  22




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##### Table of Contents



MID-AMERICA BANCSHARES, INC.
 FORM 10-Q, CONTINUED
 Item 2. Managements Discussion and Analysis of Financial Condition and Result of Operations,
Continued
 Non-Interest Expense
  Income Taxes
  Financial Condition
 Balance Sheet Summary
   23




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##### Table of Contents



MID-AMERICA BANCSHARES, INC.
 FORM 10-Q, CONTINUED
 Item 2. Managements Discussion and Analysis of Financial Condition and Result of Operations,
Continued
 Financial Condition, Continued
 Loans
  March 31,
    
    
    December 31,2007
    
    
    2006(In Thousands)Commercial, financial and agricultural
    
    $
    341,200
    
    
    $
    324,283Installment
    
    
    22,527
    
    
    
    22,123Real estate  mortgage
    
    
    206,565
    
    
    
    183,910Real estate  construction
    
    
    174,809
    
    
    
    162,312Lease financing
    
    
    1,932
    
    
    
    1,816Total
    
    $
    747,033
    
    
    $
    694,444
     24




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##### Table of Contents



MID-AMERICA BANCSHARES, INC.
 FORM 10-Q, CONTINUED
 Item 2. Managements Discussion and Analysis of Financial Condition and Result of Operations,
Continued
 Financial Condition, Continued
 Loans, Continued
      25




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##### Table of Contents



MID-AMERICA BANCSHARES, INC.
 FORM 10-Q, CONTINUED
 Item 2. Managements Discussion and Analysis of Financial Condition and Result of Operations,
Continued
 Financial Condition, Continued
 Loans, Continued
    March 31, 2007
    
    
    December 31, 2006Past Due
    
    
    
    
    
    
    Past Due90 Days
    
    
    Non-Accrual
    
    
    90 Days
    
    
    Non-Accrual(In Thousands)
    
    
    (In Thousands)Commercial, financial
and agricultural
    
    $
    35
    
    
    $
    2,414
    
    
    $
    30
    
    
    $
    1,295Installment loans
    
    
    6
    
    
    
    268
    
    
    
    1
    
    
    
    83Real estate mortgage
    
    
    168
    
    
    
    282
    
    
    
    58
    
    
    
    581Real estate -
construction
    
    
    
    
    
    
    187
    
    
    
    
    
    
    
    18Lease financing
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    209
    
    
    $
    3,151
    
    
    $
    89
    
    
    $
    1,977Renegotiated loans
    
    $
    
    
    
    
    
    
    
    $
    
  (In Thousands)
    
    
    SpecialMarch 31, 2007
    
    Total
    
    
    Mention
    
    
    Substandard
    
    
    DoubtfulCommercial, financial and
agricultural
    
    $
    7,692
    
    
    $
    2,051
    
    
    $
    4,743
    
    
    $
    898Real estate mortgage
    
    
    2,715
    
    
    
    775
    
    
    
    1,940
    
    
    
    Real estate construction
    
    
    2,914
    
    
    
    2,788
    
    
    
    116
    
    
    
    10Installment
    
    
    515
    
    
    
    148
    
    
    
    360
    
    
    
    7Lease financing
    
    
    11
    
    
    
    
    
    
    
    11
    
    
    
    $
    13,847
    
    
    $
    5,762
    
    
    $
    7,170
    
    
    $
    915
 26




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##### Table of Contents



MID-AMERICA BANCSHARES, INC.
 FORM 10-Q, CONTINUED
 Item 2. Managements Discussion and Analysis of Financial Condition and Result of
Operations, Continued
 Financial Condition, Continued
 Loans, Continued
 (In Thousands)
    
    
    SpecialDecember 31, 2006
    
    Total
    
    
    Mention
    
    
    Substandard
    
    
    DoubtfulCommercial, financial and
agricultural
    
    $
    4,253
    
    
    $
    995
    
    
    $
    3,258
    
    
    $
    Real estate mortgage
    
    
    2,668
    
    
    
    569
    
    
    
    2,099
    
    
    
    Real estate construction
    
    
    2,826
    
    
    
    2,740
    
    
    
    86
    
    
    
    Installment
    
    
    321
    
    
    
    69
    
    
    
    252
    
    
    
    Lease financing
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    10,068
    
    
    $
    4,373
    
    
    $
    5,695
    
    
    $
    
    March 31, 2007
    
    
    December 31, 2006Percent of
    
    
    
    
    
    
    Percent ofLoans In
    
    
    
    
    
    
    Loans InIn
    
    
    Each Category
    
    
    In
    
    
    Each CategoryThousands
    
    
    To Total Loans
    
    
    Thousands
    
    
    To Total LoansCommercial, financial and
agricultural
    
    $
    4,205
    
    
    
    45.6
    %
    
    $
    4,141
    
    
    
    46.7
    %Real estate construction
    
    
    2,155
    
    
    
    23.4
    
    
    
    2,073
    
    
    
    23.4Real estate mortgage
    
    
    1,261
    
    
    
    27.7
    
    
    
    1,245
    
    
    
    26.5Installment
    
    
    250
    
    
    
    3.0
    
    
    
    260
    
    
    
    3.2Lease financing
    
    
    36
    
    
    
    .3
    
    
    
    35
    
    
    
    0.2$
    7,907
    
    
    
    100.0
    %
    
    $
    7,754
    
    
    
    100.0
    %
  27




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##### Table of Contents



MID-AMERICA BANCSHARES, INC.
 FORM 10-Q, CONTINUED
 Item 2. Managements Discussion and Analysis of Financial Condition and Result of Operations,
Continued
 Financial Condition, Continued
 Securities
  
    
    Debt securities for which the enterprise has the positive intent and ability to hold to
maturity are classified as held-to-maturity securities and reported at amortized costs.
    
    Debt and equity securities that are bought and held principally for the purpose of
selling them in the near term are classified as trading securities and reported at fair
value, with unrealized gains and losses included in earnings.
    
    Debt and equity securities not classified as either held-to-maturity securities or
trading securities are classified as available-for-sale securities and reported at fair
value, with unrealized gains and losses excluded from earnings and reported in a separate
component of stockholders equity.
  Available-for-SaleMarch 31, 2007
    
    
    December 31, 2006(In Thousands)Estimated
    
    
    
    
    
    
    EstimatedAmortized
    
    
    Market
    
    
    Amortized
    
    
    MarketCost
    
    
    Value
    
    
    Cost
    
    
    ValueU.S. Treasury and other U.S.
Government
agencies and corporations
    
    $
    57,963
    
    
    $
    57,748
    
    
    $
    59,219
    
    
    $
    58,991Mortgage-backed securities
    
    
    78,791
    
    
    
    78,005
    
    
    
    76,281
    
    
    
    75,343Obligations of states and political
subdivisions
    
    
    33,692
    
    
    
    33,959
    
    
    
    32,391
    
    
    
    32,570Corporate bonds
    
    
    900
    
    
    
    892
    
    
    
    900
    
    
    
    891Equity investment
    
    
    600
    
    
    
    600
    
    
    
    600
    
    
    
    600$
    171,946
    
    
    $
    171,204
    
    
    $
    169,391
    
    
    $
    168,395
 28




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##### Table of Contents



MID-AMERICA BANCSHARES, INC.
 FORM 10-Q, CONTINUED
 Item 2. Managements Discussion and Analysis of Financial Condition and Result of
Operations, Continued
 Financial Condition, Continued
 Securities, Continued
 Held-to-MaturityMarch 31, 2007
    
    
    December 31, 2006(In Thousands)Estimated
    
    
    
    
    
    
    EstimatedAmortized
    
    
    Market
    
    
    Amortized
    
    
    MarketCost
    
    
    Value
    
    
    Cost
    
    
    ValueObligation of states and political
subdivisions
    
    $
    9,740
    
    
    $
    9,798
    
    
    $
    9,740
    
    
    $
    9,774$
    9,740
    
    
    $
    9,798
    
    
    $
    9,740
    
    
    $
    9,774
  Deposits
   Liquidity and Asset Management
  29




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##### Table of Contents



MID-AMERICA BANCSHARES, INC.
 FORM 10-Q, CONTINUED
 Item 2. Managements Discussion and Analysis of Financial Condition and Result of Operations,
Continued
 Financial Condition, Continued
 Liquidity and Asset Management, Continued
      30




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##### Table of Contents



MID-AMERICA BANCSHARES, INC.
 FORM 10-Q, CONTINUED
 Item 2. Managements Discussion and Analysis of Financial Condition and Result of Operations,
Continued
 Financial Condition, Continued
 Capital Position and Dividends
     31




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##### Table of Contents



MID-AMERICA BANCSHARES, INC.
 FORM 10-Q, CONTINUED
 Item 2. Managements Discussion and Analysis of Financial Condition and Result of Operations,
Continued
 Financial Condition, Continued
 Capital Position and Dividends, Continued
   Off Balance Sheet Arrangements
   Remainder of 2007
    
    $
    522,0002008
    
    
    689,0002009
    
    
    698,0002010
    
    
    600,0002011
    
    
    364,000Thereafter
    
    
    2,281,000Total
    
    $
    5,154,000
 32




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##### Table of Contents



MID-AMERICA BANCSHARES, INC.
 FORM 10-Q, CONTINUED
 Item 2. Managements Discussion and Analysis of Financial Condition and Result of Operations,
Continued
 Impact of Inflation
  
 Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
 Item 4. Controls and Procedures
  33




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##### Table of Contents



MID-AMERICA BANCSHARES, INC.
 FORM 10-Q, CONTINUED
 Item 4. Controls and Procedures, Continued
  34




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##### Table of Contents



PART II. OTHER INFORMATION
 
 Item 1. LEGAL PROCEEDINGS
  
 Item 1A. RISK FACTORS
  
 Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
 (a)
    
    None(b)
    
    Not Applicable.(c)
    
    The Company did not repurchase any shares of Company common stock during
the quarter ended March 31, 2007.
 
 Item 3. DEFAULTS UPON SENIOR SECURITIES
 (a)
    
    None(b)
    
    None
 
 Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 (a)
    
    Not applicable.(b)
    
    Not applicable.(c)
    
    Not applicable.(d)
    
    Not applicable.
 
 Item 5. OTHER INFORMATION
 (a)
    
    None. However, the Company notes that it expects to hold the
2008 Annual Meeting of Shareholders on April 22, 2008.(b)
    
    Not applicable.
 
 Item 6. EXHIBITS
 (a)
    
    Rule 13a-14(a) Certifications.
Section 1350 Certifications. Any certification furnished pursuant to this Item will
not be deemed filed for purposes of Section 18 of the Securities Exchange Act (15
U.S.C. 78r), or otherwise subject to the liability of that section.(b)
    
    None.
 35




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##### Table of Contents



SIGNATURES
  MID-AMERICA BANCSHARES, INC.
 DATE:  May 8, 2007
    /s/ Gary L. ScottGary L. Scott, Chairman andChief Executive Officer DATE:  May 8, 2007
    /s/ Jason WestJason West, Chief Financial Officer 36