SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 __________________ FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 1995 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________________ to __________________ Commission file number 0-15169 Loyola Capital Corporation ________________________________________________________________________________ Exact Name of Registrant as Specified in its Charter Maryland #52-14779656 _____________________________________ _____________________________________ State of Incorporation I.R.S. Employer Identification No. 1300 N. Charles St., Baltimore, Maryland 21201-5705 ________________________________________ ___________________________________ Address of Principal Executive Offices Zip Code Registrant's telephone number, including area code is (410) 787-3100 _______________________________________________________________________________ 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 and 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 ninety days. Yes ____X____ No _________ On April 28, 1995, 8,107,750 shares of the Registrant's Common Stock, $.10 par value, were outstanding. LOYOLA CAPITAL CORPORATION AND SUBSIDIARIES 10-Q Quarterly Report Quarter Ended March 31, 1995 INDEX Page No. -------- Part I - Financial Information Item 1. Financial Statements: Unaudited Consolidated Statements of Financial Condition as of March 31, 1995 and December 31, 1994 3 Unaudited Consolidated Statements of Income for the three months ended March 31, 1995 and 1994 4-5 Unaudited Consolidated Statements of Cash Flows for the three months ended March 31, 1995 and 1994 6-7 Unaudited Note to Consolidated Financial Statements 8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 9-14 Part II - Other Information 15 Exhibit 11 - Calculation of Earnings Per Share 16 Signatures 17 2 Part I - Financial Information ITEM 1. FINANCIAL STATEMENTS LOYOLA CAPITAL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (Unaudited) March 31, December 31, 1995 1994 ---------- ------------ (IN THOUSANDS) ASSETS Cash and demand deposits $ 19,959 24,426 Money market investments 34,423 3,286 Investment securities, fair value $60,697 in 1995 and $114,709 in 1994 62,424 117,907 Mortgage-backed securities, fair value $210,890 in 1995 and $207,521 in 1994 224,832 229,429 Loans held for sale 34,236 31,006 Loans receivable, net 2,008,181 1,952,272 Investments in real estate, net 24,634 26,374 Federal Home Loan Bank of Atlanta stock, at cost 36,642 37,418 Property and equipment 24,021 24,707 Prepaid expenses and other assets 17,691 19,933 Deferred income taxes 6,442 6,078 ---------- ------------ $2,493,485 2,472,836 ---------- ------------ ---------- ------------ LIABILITIES AND STOCKHOLDERS' EQUITY LIABILITIES: Deposits $1,485,926 1,469,925 Notes payable and other borrowings 769,193 777,577 Mortgage escrow accounts 40,216 27,918 Drafts payable 12,516 16,908 Federal and state income taxes 4,527 2,876 Accrued expenses and other liabilities 8,828 8,538 ---------- ------------ Total liabilities 2,321,206 2,303,742 ---------- ------------ STOCKHOLDERS' EQUITY: Preferred stock, $.10 par value, 15,000,000 shares authorized, none issued -- -- Common stock, $.10 par value, 35,000,000 shares authorized, 8,107,750 shares issued and outstanding in 1995 and 8,091,699 shares in 1994 811 809 Additional paid-in capital 44,206 44,118 Retained income, substantially restricted 127,262 124,167 ---------- ------------ Total stockholders' equity 172,279 169,094 ---------- ------------ $2,493,485 2,472,836 ---------- ------------ ---------- ------------ See accompanying note to consolidated financial statements. 3 LOYOLA CAPITAL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (Unaudited) Three Months Ended March 31, ------------------------ 1995 1994 ------- ------- (IN THOUSANDS EXCEPT PER-SHARE DATA) INTEREST INCOME Loans receivable $39,909 32,550 Mortgage-backed securities 3,457 3,700 Investments 2,331 2,886 ------- ------- Total interest income 45,697 39,136 ------- ------- INTEREST EXPENSE Deposits 16,335 13,546 Notes payable and other borrowings 11,609 8,857 ------- ------- Total interest expense 27,944 22,403 ------- ------- NET INTEREST INCOME 17,753 16,733 PROVISION FOR LOAN LOSSES 201 180 ------- ------- Net interest income after provision for loan losses 17,552 16,553 ------- ------- NONINTEREST INCOME Service fees on loans 1,611 1,539 Service fees on deposits 321 221 Insurance commissions 537 486 Gain (loss) on sales of loans, net (62) 403 Other 282 219 ------- ------- Total noninterest income 2,689 2,868 ------- ------- NONINTEREST EXPENSE Salaries and employee benefits 6,501 6,359 Rent and other occupancy 1,257 1,160 Advertising 578 491 Data processing 1,609 1,628 Equipment 439 433 Federal deposit insurance and fees 934 919 (Income) loss on investments in real estate, net (351) 229 Other 2,462 2,395 ------- ------- Total noninterest expense 13,429 13,614 ------- ------- INCOME BEFORE INCOME TAXES 6,812 5,807 INCOME TAXES 2,744 2,317 ------- ------- NET INCOME $ 4,068 3,490 ------- ------- ------- ------- (continued) 4 LOYOLA CAPITAL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (Unaudited) Three Months Ended March 31, ------------------------ 1995 1994 ------- ------- (IN THOUSANDS EXCEPT PER-SHARE DATA) NET INCOME PER SHARE Primary $ .47 .41 Average shares primary 8,663 8,597 Fully diluted $ .47 .40 Average shares fully diluted 8,704 8,633 See accompanying note to consolidated financial statements. 5 LOYOLA CAPITAL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Three Months Ended March 31, ------------------------ 1995 1994 --------- --------- (IN THOUSANDS) OPERATING ACTIVITIES: Net income $ 4,068 3,490 Adjustments to reconcile net income to net cash provided by operating activities: Loans originated for sale, net (56,851) (165,339) Purchase of loans acquired for sale (23,871) (112,813) Sales of loans originated for sale 77,430 317,629 Amortization of unearned loan fees (457) (591) Depreciation and amortization 1,042 1,032 Deferred income taxes (364) (357) Equity in net income of real estate joint ventures (735) (779) Net increase (decrease) in accrued interest payable on deposits (51) 54 Provision for losses on loans and investments in real estate 497 1,068 Gain on sales of loans 62 (403) Gain on sale of real estate owned (128) (219) Net increase (decrease) in accrued expenses and other liabilities 290 (334) Net increase in federal and state income taxes payable 1,651 2,631 Other, net 2,533 2,246 --------- --------- Net cash provided by operating activities 5,116 47,315 --------- --------- INVESTING ACTIVITIES: Loan originations (104,060) (100,460) Loan fees deferred 374 1,404 Purchases of loans and participations in loans (22,318) -- Principal repayments on loans 73,343 110,177 Purchases of investment securities and Federal Home Loan Bank stock (3,926) -- Redemptions of investment securities and Federal Home Loan Bank stock 59,782 58,196 Purchases of mortgage-backed securities -- (23) Repayments of mortgage-backed securities 4,230 2,100 Net (increase) decrease in investments in and advances to real estate joint ventures (888) 598 Net decrease in other real estate 666 1,714 Purchase of equipment (356) (718) --------- --------- Net cash provided by investing activities 6,847 72,988 --------- --------- (continued) 6 LOYOLA CAPITAL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Three Months Ended March 31, ------------------------ 1995 1994 --------- --------- (IN THOUSANDS) FINANCING ACTIVITIES: Net increase (decrease) in deposits 16,052 (18,665) Net increase (decrease) in short-term borrowings (original maturities less than three months) 4,348 (81,376) Proceeds from advances from Federal Home Loan Bank of Atlanta 944,492 104,193 Repayment of advances from Federal Home Loan Bank of Atlanta (961,600) (114,200) Net increase in mortgage escrow accounts 12,298 12,186 Payment of dividends on common stock (972) (805) Proceeds from exercise of stock options 89 39 --------- --------- Net cash provided (used) by financing activities 14,707 (98,628) --------- --------- Increase in cash and cash equivalents 26,670 21,675 Cash and cash equivalents at beginning of year 27,712 94,000 --------- --------- Cash and cash equivalents at end of quarter $ 54,382 115,675 --------- --------- --------- --------- See accompanying note to consolidated financial statements. 7 LOYOLA CAPITAL CORPORATION AND SUBSIDIARIES NOTE TO CONSOLIDATED FINANCIAL STATEMENTS March 31, 1995 and 1994 (Unaudited) (1) Basis of Presentation In the opinion of management of Loyola Capital Corporation (the "Corporation"), the unaudited Consolidated Financial Statements contain all adjustments (comprising only normal recurring accruals) necessary for a fair presentation of the statements of financial condition, income and cash flows for the periods presented (the "Statements"). The Statements have been prepared using the accounting policies described in the 1994 Annual Report to Stockholders. Cash equivalents for purposes of the Consolidated Statements of Cash Flows includes money market investments. Cash payments for income taxes were $1.5 million and $129,000 for the three months ended March 31, 1995 and 1994, respectively. Interest paid on deposits and borrowings was $27.7 million and $23.0 million for the three months ended March 31, 1995 and 1994, respectively. Loans transferred to real estate acquired through foreclosures were $609,000 and $1.7 million for the three months ended March 31, 1995 and 1994, respectively. Loans originated to finance the sale of investments in real estate were $2.7 million and $2.4 million for the three months ended March 31, 1995 and 1994, respectively. Primary net income per common share has been computed based on the weighted average number of shares of common stock and common stock equivalents outstanding during the three months ended March 31, 1995 and 1994. Fully diluted net income per common share is based on the average shares outstanding during the three months ended March 31, 1995 and 1994, adjusted for the dilutive effect of stock options, which are considered common stock equivalents in the calculation of net income per common share. The consolidated results of operations for the three months ended March 31, 1995 are not necessarily indicative of the results that may be expected for the entire year. Certain amounts in the 1994 financial statements have been reclassified to conform with the 1995 presentation. The market values of investment securities and mortgage-backed securities are shown in the Consolidated Statements of Financial Condition. Gross unrealized gains and losses on such securities were as follows: March 31, 1995 December 31, 1994 ------------------------- ------------------------- Gross Gross Gross Gross Unrealized Unrealized Unrealized Unrealized Gains Losses Gains Losses ---------- ---------- ---------- ---------- (IN THOUSANDS) Investment securities $25 1,752 18 3,216 Mortgage-backed securities -- 13,942 -- 21,908 The Corporation adopted Financial Accounting Standards Board Statement of Financial Accounting Standards No. 114 "Accounting by Creditors for Impairment of a Loan" ("Statement 114"), as amended by Statement 118 "Accounting by Creditors for Impairment of a Loan - Income Recognition and Disclosures" (collectively referred to as "Statement 114") effective January 1, 1995. As of January 1, 1995 and March 31, 1995, the Corporation did not have any loans which are considered to be impaired as defined in Statement 114. 8 Item 2. - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS Net Interest Income Net interest income increased 6.1% during the quarter ended March 31, 1995 when compared with the quarter ended March 31, 1994. The following table presents changes in interest income and interest expense attributable to changes in interest rates and changes in the volume of interest-earning assets and interest-bearing liabilities for the periods indicated. Three Months Ended March 31, 1995 Compared to March 31, 1994 --------------------------- Increase (Decrease) --------------------------- Due to Due to Volume Rate Net ------- ------ ------ (IN THOUSANDS) INTEREST INCOME: Loans receivable and mortgage- backed securities $ 6,065 1,051 7,116 Investments (1,539) 984 (555) ------- ------ ------ Total interest-earnings assets 4,526 2,035 6,561 ------- ------ ------ INTEREST EXPENSE: Deposits 633 2,156 2,789 Notes payable and other borrowings 987 1,765 2,752 ------- ------ ------ Total interest-bearing liabilities 1,620 3,921 5,541 ------- ------ ------ Net interest income $ 2,906 (1,886) 1,020 ------- ------ ------ ------- ------ ------ The increase in net interest income for the quarter ended March 31, 1995 was due primarily to the increased size of the mortgage and consumer loan portfolios which was partially offset by the decline in the Corporation's interest rate spread. Also contributing to this increase was the redeployment of assets from lower-yielding investments and mortgage-backed securities to higher-yielding mortgage and consumer loans. The decline in the Corporation's interest rate spread for the three months ended March 31, 1995 was due primarily to rising market interest rates which impact deposit and short-term borrowing rates more quickly than mortgage rates. The average balances of interest-earning assets and interest-bearing liabilities increased during the quarter ended March 31, 1995 when compared to the same period for the prior year. These increases reflect management's decision to expand the level of interest-earning assets thus leveraging the capital position of the Corporation's principal subsidiary, Loyola F.S.B. (the "Bank"). 9 The following table sets forth information regarding the dollar amount of revenue from interest-earning assets and the resulting yields, as well as the interest expense associated with interest-bearing liabilities for the three month periods ended March 31. The table also reflects the interest rate spread and the net interest margin on the Corporation's interest-earning assets and the ratio of average interest-earning assets to average interest-bearing liabilities. Three Months Ended March 31, ------------------------------------------------------------------------------ 1995 1994 ----------------------------------- ------------------------------------ Average Yield/ Average Yield/ Balance Interest Rate Balance Interest Rate ---------- ---------- -------- ---------- ---------- -------- (DOLLARS IN THOUSANDS) WEIGHTED AVERAGE YIELD ON: Loans receivable and mortgage- backed securities $2,231,668 43,366 7.80% $1,946,287 36,250 7.47% Investments 165,471 2,331 5.71 294,231 2,886 3.98 ---------- ---------- ---------- ---------- All interest-earning assets $2,397,139 45,697 7.65 $2,240,518 39,136 7.01 ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- WEIGHTED AVERAGE RATES PAID ON: Deposits $1,508,450 16,335 4.39 $1,441,570 13,546 3.81 Notes payable and other borrowings 783,228 11,609 6.01 709,154 8,857 5.07 ---------- ---------- ---------- ---------- All interest-bearing liabilities $2,291,678 27,944 4.95 $2,150,724 22,403 4.22 ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- Interest rate spread 2.70 2.79 Net interest margin 2.93 2.96 Ratio of average interest-earning assets to average interest- bearing liabilities 1.05x 1.04x ASSET QUALITY The provision for losses on loans and investments in real estate is determined based on management's judgment concerning the inherent risks and quality of the loan portfolio. Management considers a range of factors in its regular review of asset quality. Such factors include historical loss experience, the present and prospective financial condition of borrowers, the estimated value of underlying collateral, geographical and industry concentrations, economic conditions, delinquency experience and the status of nonperforming assets. The adequacy of the allowances for losses on loans and investments in real estate is determined through an asset classification process performed on a quarterly basis. This process involves a consistent detailed analysis of the loan and real estate portfolios and the related allowances for losses. Management believes that based on these analyses, the allowances for losses on loans and investments in real estate are adequate at March 31, 1995. 10 The following is a summary of the Corporation's nonperforming assets as of the dates indicated: March 31, December 31, 1995 1994 --------- ------------ (IN THOUSANDS) Nonaccrual loans $ 6,311 7,682 Real estate acquired through foreclosure 19,465 20,601 Repossessed autos and boats 402 581 --------- ------------ $26,178 28,864 --------- ------------ --------- ------------ Real estate acquired through foreclosure decreased $1.1 million during the three months ended March 31, 1995 primarily due to sales of lots and condominium units in various projects. Repossessed autos and boats decreased due to improved quality and continued aggressive collection procedures. The following table presents the Corporation's allowances for losses on loans and investments in real estate acquired through foreclosure as of the dates indicated: March 31, December 31, 1995 1994 --------- ------------ (DOLLARS IN THOUSANDS) Consumer and commercial loans $10,531 10,560 Construction and mortgage loans 3,265 3,173 Real estate acquired through foreclosure 8,466 9,008 --------- ------------ $22,262 22,741 --------- ------------ --------- ------------ Ratio of allowances for losses to nonperforming assets 85.0% 78.8 PROVISION FOR LOAN LOSSES The following table sets forth the activity in the allowance for loan losses for the periods indicated: Three Months Ended March 31, ------------------------ 1995 1994 --------- --------- (DOLLARS IN THOUSANDS) Balance at beginning of period $13,733 14,625 --------- --------- Charge-offs 672 1,216 Recoveries (534) (663) --------- --------- Net charge-offs 138 553 --------- --------- Provision for loan losses 201 180 --------- --------- Balance at end of period $13,796 14,252 --------- --------- --------- --------- 11 The provision for loan losses increased $21,000 for the three months ended March 31, 1995 when compared to the same period for the prior year. Charge-offs net of recoveries decreased $415,000 for the three months ended March 31, 1995 when compared with the same period in 1994. The decrease in net charge-offs was due primarily to a $303,000 year-to-date reduction in net charge-offs of consumer loans. This decrease was due to continued aggressive collection and recovery procedures. NONINTEREST INCOME When compared with the same period in 1994, noninterest income decreased $179,000 for the three months ended March 31, 1995 primarily due to a decrease of $465,000 in gains on sales of loans. This decrease is the result of a decline in the volume of loans sold on a servicing-released basis as the Corporation experienced significantly lower loan origination volumes. NONINTEREST EXPENSES Noninterest expenses decreased $185,000 for the quarter ended March 31, 1995 when compared with the same period in 1994. This decrease was due primarily to a $570,000 reduction in the provision for losses on real estate acquired via foreclosure. This reduction was due to a lower level of such foreclosed assets and improving market conditions for certain properties. Salaries and employee benefits increased $142,000 for the quarter ended March 31, 1995 when compared with the same period in 1994. This increase was due to lower loan origination volumes, which result in a higher ratio of salaries and benefits charged to expense rather than being deferred and expensed over the life of the related loans. Rent and other occupancy costs increased $97,000 in the quarter ended March 31, 1995 when compared with the same period in 1994 primarily due to occupancy costs related to branch locations acquired from the Resolution Trust Corporation in late 1994. CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION Money market investments increased from $3.3 million at December 31, 1994 to $34.4 million at March 31, 1995, while investment securities decreased $55.5 million (47.0%). These changes were due to the reinvestment of a portion of matured treasury securities into overnight federal funds and the redeployment of funds to higher-yielding mortgage and consumer loans. Loans receivable increased $55.9 million (2.9%) at March 31, 1995 compared to December 31, 1994. This increase was due mainly to a greatly reduced level of loan refinancings resulting from rising interest rates. In addition, the rise in interest rates produced a higher volume of adjustable-rate mortgage originations, which are retained in the loan portfolio. The above factors combined to more than offset the effect of the decrease in originations of fixed-rate mortgage loans. 12 LIQUIDITY AND CAPITAL RESOURCES As a federal thrift institution, the Bank is required by its primary regulator, the Office of Thrift Supervision ("OTS"), to maintain daily average balances of liquid assets equal to 5% of net withdrawable accounts and borrowings payable in one year or less. The Bank's liquidity ratio averaged 5.0% for March, 1995, and 4.0% for December, 1994. The Bank's liquidity ratio declined below the required 5% in December, 1994 due to certain U.S. Treasury securities which had been pledged as collateral on reverse repurchase agreements, thus disqualifying such investments from the liquidity calculation. This shortfall was restored in January, 1995. The Bank's principal sources of funds are deposits, loan payments, sales of loans, advances from the Federal Home Loan Bank of Atlanta, reverse repurchase agreements and income from operations. OTS regulations require that thrift institutions maintain the following minimum capital levels: (a) tangible capital of 1.5% of adjusted total assets, (b) core capital of 3% of adjusted total assets, and (c) risk-based capital of 8.0% of total risk-weighted assets. The tangible capital ratio seeks to measure the adequacy of capital to assets without giving credit for the value of most intangible assets which can be carried on the balance sheet of a thrift institution. The core capital ratio also tests the strength of capital to assets but gives credit for certain intangible assets. The risk-based capital requirement involves weighting assets, commitments and obligations for credit and other risk factors so that thrift institutions with higher risks of loss will be required to maintain more capital than those with less risky operations. A transitional rule which requires that an increasing percentage of certain assets be eliminated from the calculations has the effect of making the ratios progressively more difficult to achieve. In August, 1993, the OTS adopted a final rule for calculating an interest rate risk ("IRR") component of risk-based capital. The new rule became effective January 1, 1994, however, the IRR capital deduction discussed below has been waived until the OTS publishes guidelines under which institutions may appeal such a deduction. The OTS began calculating the IRR component quarterly for each institution starting in 1994. To estimate IRR, the OTS computes each institution's net portfolio value ("NPV") in the present interest rate environment versus NPVs derived after applying parallel rate shifts of plus and minus 200 basis points. If there is a measured decline in NPV greater than 2% of the estimated market value of the institution's assets at each of the three most recent quarter ends, then an institution will be required to deduct an IRR component in calculating its risk-based capital. This component is equal to one-half of the difference between its measured IRR and 2%, multiplied by the market value of its assets. Based upon the latest available quarterly proforma computations of NPV by the OTS in 1994, the Bank's measured IRR exceeded 2% of the estimated market value of its assets at September 30 and December 31, 1994. If the measured IRR exceeds 2% for the next quarter, the Bank's risk-based capital ratio would be reduced at June 30, 1995. Such reduction is not expected to affect the Bank's ability to meet its minimum capital requirements. However, it could affect the Bank's capital category discussed below. The prompt corrective action regulations of the Federal Deposit Insurance Corporation Improvement Act of 1991 ("FDICIA") define specific capital categories based on an institution's capital ratios. The capital categories, in declining order, are "well capitalized," "adequately capitalized," "undercapitalized," "significantly undercapitalized," and "critically undercapitalized." Institutions categorized as "undercapitalized" or worse are subject to certain defined restrictions. To be considered "well capitalized," an institution must generally have a leverage ratio of at least 5%, a tier one risk-based capital ratio of at least 6%, and a total risk-based capital ratio of at least 10%. The Bank is in the "well capitalized" category at March 31, 1995 based upon its capital ratios noted below. 13 The table below presents the Bank's regulatory capital position at March 31, 1995 relative to its various minimum regulatory capital requirements applicable at that date and on a fully phased-in basis. Fully Phased-In Actual at Using March 31, 1995 March 31, 1995 Balances ------------------------- ------------------------ Percent of Percent of Regulatory Regulatory Amount Assets Amount Assets ---------- ---------- ---------- ---------- (DOLLARS IN THOUSANDS) Tangible capital $ 147,914 5.96% 141,310 5.71% Tangible capital regulatory requirement 37,208 1.50 37,096 1.50 ---------- ---------- ---------- ---------- Excess $ 110,706 4.46% 104,214 4.21% ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- Leverage (core) capital $ 147,914 5.96% 141,310 5.71% Leverage (core) capital regulatory requirement 74,416 3.00 74,192 3.00 ---------- ---------- ---------- ---------- Excess $ 73,498 2.96% 67,118 2.71% ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- Regulatory assets $2,480,523 2,473,057 ---------- ---------- ---------- ---------- Risk-based capital $ 159,381 10.24% 152,777 9.86% Current risk-based capital regulatory requirement 124,531 8.00 123,933 8.00 ---------- ---------- ---------- ---------- Excess $34,850 2.24% 28,844 1.86% ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- Risk-weighted assets $1,556,633 1,549,167 ---------- ---------- ---------- ---------- The Bank's excess risk-based capital increased as of March 31, 1995 when compared with December 31, 1994 primarily due to net income for the three months ended March 31, 1995 which was partially offset by an increase of $39.2 million in risk-weighted assets. The primary reason for the decrease in capital on a fully phased-in basis is the phase-out from capital of the Bank's investment in real estate held for development and sale and investments in and advances to real estate joint ventures. 14 Part II Other Information Item 1. Legal Proceedings. None Item 2. Changes in Securities. a. None b. None Item 3. Defaults Upon Senior Securities. a. None b. None Item 4. Submission of Matters to a Vote of Security Holders. None Item 5. Other Information. None Item 6. Exhibits and Reports on Form 8-K. a. None b. The Registrant filed a Current Report on Form 8-K on May 5, 1995 to report that it had entered into a binding letter agreement and related stock option agreement with Crestar Financial Corporation ("Crestar") under which the outstanding Common Stock of the Registrant would be exchanged for .69 shares of Crestar Common Stock (the "Acquisition"). The Acquisition is subject to the execution of a definitive agreement between the two institutions as well as approval by regulators and the Registrant's stockholders. 15 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. Loyola Capital Corporation ________________________________________ (Registrant) Date May 12, 1995 By James V. McAveney ---------------------- ------------------------------------- James V. McAveney Executive Vice President, Chief Financial Officer and Treasurer Date May 12, 1995 By Dennis P. Neville ---------------------- ------------------------------------- Dennis P. Neville Senior Vice President and Controller 16