UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 June 30, 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 0-13440 ------------------------------------- B.M.J. FINANCIAL CORP. ------------------------------------------------------ (Exact name of registrant as specified in its charter) NEW JERSEY 22-2474875 - ------------------------------- ---------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 243 ROUTE 130, BORDENTOWN, NJ 08505 - ---------------------------------------- ---------- (Address of principal executive offices) (Zip code) (609) 298-5500 ---------------------------------------------------- (Registrant's telephone number, including area code) ---------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report.) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for 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 ( ) Indicate the number of shares outstanding of each of the issuer's classes of common stock as of the latest practicable date: 7,606,324 shares of common stock, $1.00 par value, outstanding on July 31, 1995. INDEX PART 1. FINANCIAL INFORMATION Consolidated Balance Sheet - June 30, 1995 and December 31, 1994 (Unaudited) Consolidated Statement of Operations - Three months and six months ended June 30, 1995 and 1994 (Unaudited) Consolidated Statement of Cash Flows - Six months ended June 30, 1995 and 1994 (Unaudited) Notes to Consolidated Financial Statements (Unaudited) Management's Discussion and Analysis of Financial Condition and Results of Operations PART 11. OTHER INFORMATION SIGNATURES B.M.J. Financial Corp. and Subsidiaries Consolidated Balance Sheet (Unaudited) (In thousands) June 30, December 31, 1995 1994 -------- -------- ASSETS Cash and cash equivalents: Cash and due from banks ...................... $ 18,796 $ 21,725 Money market investments ..................... 16,548 23,054 -------- -------- Total cash and cash equivalents ...... 35,344 44,779 -------- -------- Securities available for sale (amortized cost of $16,580 at June 30, 1995 and $3,006 at December 31, 1994) ................. 16,578 2,911 Securities held to maturity (market value of $111,659 at June 30, 1995 and $113,095 at December 31, 1994): U.S. Treasury securities ..................... 16,262 25,308 U.S. government agencies and corporations .... 89,825 89,815 States and political subdivisions ............ 3,927 3,080 Other securities ............................. 2,360 781 -------- -------- Total securities held to maturity .... 112,374 118,984 -------- -------- Loans, net of unearned income ........................ 384,254 354,480 Less reserve for loan losses ......................... 12,833 12,485 -------- -------- Net loans ............................ 371,421 341,995 -------- -------- Premises and equipment, net .......................... 5,363 5,598 Other real estate, net ............................... 3,017 7,214 Other assets ......................................... 17,629 16,951 -------- -------- Total assets ......................... $561,726 $538,432 ======== ======== B.M.J. Financial Corp. and Subsidiaries Consolidated Balance Sheet (Continued) (Unaudited) (In thousands) June 30, December 31, 1995 1994 -------- -------- LIABILITIES Demand deposits (noninterest-bearing) ................ $ 76,995 $ 78,446 Savings and interest checking ........................ 257,667 271,209 Certificates of deposit of $100,000 or more ...................................... 13,396 4,483 Other time deposits .................................. 130,287 109,436 -------- -------- Total deposits ....................... 478,345 463,574 -------- -------- Securities sold under agreements to repurchase ................................ 14,288 8,857 Other liabilities .................................... 5,797 4,955 Capital notes ........................................ 2,700 2,700 -------- -------- Total liabilities .................... 501,130 480,086 -------- -------- SHAREHOLDERS EQUITY Common stock, par value $1 per share Authorized 25,000,000 shares; issued and outstanding 7,601,260 shares at June 30, 1995 and 7,597,513 at December 31, 1994 ........... 7,601 7,597 Surplus .............................................. 36,355 36,311 Retained earnings .................................... 16,641 14,501 Unrealized losses on securities available for sale, net of tax ............... (1) (63) -------- -------- Total shareholders equity ............ 60,596 58,346 -------- -------- Total liabilities and shareholders equity ............... $561,726 $538,432 ======== ======== See notes to consolidated financial statements. B.M.J. Financial Corp. and Subsidiaries Consolidated Statement of Operations (In Thousands, Except Per Share Amounts) Three months ended Six months ended (Unaudited) June 30, June 30, ------------------------ ------------------------ 1995 1994 1995 1994 -------- -------- -------- -------- INTEREST INCOME Interest and fees on loans ....................................... $ 8,338 $ 7,685 $ 16,111 $ 15,222 Interest on money market investments: Time deposits with other banks ................................ -- 99 48 142 Interest bearing deposits with other banks .................... 10 18 18 42 Federal funds sold and repurchase agreements .................. 126 62 180 234 Other short term investments .................................. 55 439 191 517 Interest on securities available for sale: U.S. Treasury securities ...................................... 34 81 67 309 U.S. government agencies and corporations ..................... 17 -- 17 75 States and political subdivisions (tax-exempt) ................ 52 -- 55 5 Other securities .............................................. -- 1 -- 4 Interest on securities held to maturity: U.S. Treasury securities ...................................... 262 296 550 566 U.S. government agencies and corporations ..................... 1,249 989 2,493 2,031 States and political subdivisions (tax-exempt) ................ 69 67 129 128 Other securities .............................................. 12 13 24 25 -------- -------- -------- -------- Total interest income ....................................... 10,224 9,750 19,883 19,300 -------- -------- -------- -------- INTEREST EXPENSE Savings and interest checking deposits ........................... 1,411 1,484 2,729 2,979 Certificates of deposit of $100,000 or more ...................... 115 56 163 115 Other time deposits .............................................. 1,451 929 2,583 1,897 Other debt ....................................................... 237 125 451 238 -------- -------- -------- -------- Total interest expense ...................................... 3,214 2,594 5,926 5,229 -------- -------- -------- -------- Net interest income .............................................. 7,010 7,156 13,957 14,071 Provision for loan losses ........................................ -- -- -- -- -------- -------- -------- -------- Net interest income after provision for loan losses ........................................... 7,010 7,156 13,597 14,071 -------- -------- -------- -------- B.M.J. Financial Corp. and Subsidiaries Consolidated Statement of Operations (Continued) (In Thousands, Except Per Share Amounts) Three months ended Six months ended (Unaudited) June 30, June 30, ------------------------ ------------------------ 1995 1994 1995 1994 -------- -------- -------- -------- NONINTEREST INCOME Service charges, commissions, and fees ........................... 861 1,197 1,800 2,423 Trust income ..................................................... 118 77 238 152 Gain on sale of other real estate ................................ 48 344 86 372 -------- -------- -------- -------- Total noninterest income .................................... 1,027 1,618 2,124 2,947 -------- -------- -------- -------- NONINTEREST EXPENSE Salaries and employee benefits ................................... 2,390 2,855 4,898 5,574 Net occupancy .................................................... 733 865 1,464 1,707 Other real estate expense ........................................ 110 522 290 928 Other ............................................................ 2,506 2,798 4,883 5,477 -------- -------- -------- -------- Total noninterest expense ................................... 5,739 7,040 11,535 13,686 -------- -------- -------- -------- Income before income tax expense ................................. 2,298 1,734 4,546 3,332 Income tax expense: Provision for income tax ...................................... 831 3 1,645 7 Reversal of valuation allowance ............................... -- (3,500) -- (3,500) -------- -------- -------- -------- NET INCOME ....................................................... $ 1,467 $ 5,231 $ 2,901 $ 6,825 ======== ======== ======== ======== Earnings per share - Primary ..................................... $ 0.19 $ 0.69 $ 0.38 $ 0.90 ======== ======== ======== ======== - Fully diluted ............................... $ 0.19 $ 0.66 $ 0.38 $ 0.87 ======== ======== ======== ======== Weighted average shares outstanding - Primary .................... 7,697 7,593 7,690 7,583 ======== ======== ======== ======== - Fully diluted .............. 7,904 8,034 7,902 8,034 ======== ======== ======== ======== See notes to consolidated financial statements. B.M.J. Financial Corp. and Subsidiaries Consolidated Statement of Cash Flows (unaudited) (in thousands) Six months ended June 30, ------------------------- 1995 1994 -------- -------- Cash flows from operating activities: Net income ........................................... $ 2,901 $ 6,825 Adjustments to reconcile net income to net cash from operating activities: Depreciation of premises and equipment ............. 413 490 Amortization of intangibles ........................ 58 233 Net accretion of securities available for sale ..... (102) (147) Net amortization (accretion) of securities held to maturity .............................. 33 (79) Provision for other real estate .................... -- 538 Net (increase) decrease in other real estate owned ............................. 32 (355) Increase (decrease) in equity from unrealized holding loss on securities available for sale net of tax .................................... 61 (46) Decrease in other assets ........................... (735) (1,256) Increase in other liabilities ...................... 842 (2,529) -------- -------- Net cash provided by operating activities .............. 3,503 3,674 -------- -------- Cash flows from investing activities: Proceeds from maturities of securities available for sale ............................ -- 25,874 Purchase of securities available for sale .......... (13,565) (2,749) Proceeds from maturities of securities held to maturity .............................. 10,501 34,531 Purchase of securities held to maturity ............ (3,924) (28,949) Net (increase) decrease in loans ................... (28,220) (6,108) Proceeds from other real estate .................... 2,957 6,474 Property and equipment expenditures ................ (177) (277) -------- -------- Net cash provided by (used in) investing activities .... (32,428) 28,796 -------- -------- B.M.J. Financial Corp. and Subsidiaries Consolidated Statement of Cash Flows (Continued) (unaudited) (in thousands) Six months ended June 30, ------------------------- 1995 1994 -------- -------- Cash flows from financing activities: Net decrease in demand deposits, savings and interest checking accounts .................... (14,993) (20,643) Net increase (decrease) in certificates of deposit ... 29,764 (4,385) Repayments of capital notes .......................... -- (13) Net increase in securities sold under agreements to repurchase .......................... 5,431 1,688 Dividends declared ................................... (760) -- Issuance of stock .................................... 48 -- -------- -------- Net cash provided by (used in) financing activities .... 19,490 (23,353) -------- -------- Net change in cash and cash equivalents ................ (9,435) 9,117 Cash and cash equivalents at beginning of period ....... 44,779 56,251 -------- -------- Cash and cash equivalents at end of period ............. $ 35,344 $ 65,368 ======== ======== Cash paid during the period for: Interest ............................................. $ 5,587 $ 5,309 ======== ======== Income taxes ......................................... $ 950 -- ======== ======== Noncash investing activities: Transfer of loans to other real estate, net .......... $ 1,727 $ 979 ======== ======== Transfer of insubstance foreclosures to loans upon adoption of FASB 114 ......................... $ 2,935 -- ======== ======== Transfer of securities available for sale to securities held to maturity ....................... -- $ 28,237 ======== ======== Transfer of bank subsidiary held for sale: Assets .......................................... -- $ 69,083 ======== ======== Liabilities ..................................... -- $ 62,826 ======== ======== See notes to consolidated financial statements. B.M.J. FINANCIAL CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Basis For Financial Statement Presentation The information in this report is unaudited and is subject to year-end adjustments and audit. However, in the opinion of management, the information reflects all adjustments, consisting only of normal recurring accruals, necessary for a fair presentation of the consolidated financial data as of and for the three-month and six-month periods ended June 30, 1995 and 1994. The results of operations for the six-month period ended June 30, 1995 are not necessarily indicative of the results to be expected for the entire year ending December 31, 1995. The accompanying consolidated financial statements include the accounts of B.M.J. Financial Corp. in addition to those of The Bank of Mid-Jersey ("Mid-Jersey"), a wholly-owned subsidiary of B.M.J. Financial Corp. Unless the context otherwise indicates, the term "BMJ" as used herein refers to the consolidated B.M.J. Financial Corp. and The Bank of Mid-Jersey entity. All significant intercompany accounts and transactions have been eliminated. In preparing the financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheet and revenues and expenses for the period. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change in the near-term relate to the determination of the reserve for loan losses and the valuation of other real estate acquired in connection with foreclosures or in satisfaction of loans. In connection with the determination of the reserves for loan losses and other real estate, management periodically obtains independent appraisals for significant properties. Management believes that the reserves for losses on loans and other real estate are adequate in relation to the risks and uncertainties inherent in those portfolios. While management uses available information to determine the appropriate recognition of losses on loans and other real estate, future additions to the reserves may be necessary based on, among other things, changes in economic conditions, particularly in New Jersey, and the changing circumstances of the borrowers. In addition, various regulatory agencies, as an integral part of their examinations, periodically review BMJ's reserves for loan losses. Such agencies may request BMJ to consider recognizing additions to the reserves based on the regulators' judgments about information available to them at the time of their examination. These statements should be read in conjunction with the notes to the consolidated financial statements contained in B.M.J. Financial Corp.'s Annual Report on Form 10-K to the Securities and Exchange Commission for the year ended December 31, 1994, to which reference is hereby made. 2. Divestitures and Merger Effective June 24, 1994, having received the required regulatory and shareholder approvals, BMJ completed the merger of its Mount Holly State Bank subsidiary into its lead bank subsidiary, The Bank of Mid-Jersey. This merger was consistent with the corporate-wide restructuring program initiated in 1993, with the objectives being to increase operating efficiency and enhance the level of service provided to customers. On July 29, 1994, BMJ completed the sale of its Southern Ocean State Bank subsidiary, located in Tuckerton, New Jersey, to another financial institution for a total consideration of $6.8 million in cash. At June 30, 1994, Southern Ocean State Bank had total assets of $69.1 million and had net income of $591 thousand for the six-month period ended June 30, 1994. On November 18, 1994, BMJ's Mid-Jersey subsidiary sold the furnishings and equipment of its Willingboro branch office to another financial institution which also assumed approximately $6.6 million of deposit liabilities and the remaining term of the facility lease. This transaction resulted in a net reduction in BMJ's asset base of $6.3 million and a pre-tax gain of approximately $104 thousand that is included in 1994 results of operations. 3. Securities On January 1, 1994, BMJ adopted Statement of Financial Accounting Standards No. 115, "Accounting for Certain Investments in Debt and Equity Securities" ("FAS 115"). FAS 115 establishes the accounting and reporting for investments in equity securities that have readily determinable fair values and for all investments in debt securities. In accordance with FAS 115, investments are classified into three categories: (1) held to maturity securities, which are reported at amortized cost; (2) trading securities, which are reported at fair value with unrealized gains and losses included in earnings; and (3) available for sale securities, which are reported at fair value with unrealized gains and losses reported as a separate component of shareholders' equity and excluded from earnings. BMJ currently has no securities classified as trading securities. Securities classified as available for sale may be sold prior to their contractual maturity in response to changing market and interest rate conditions or as part of an overall asset/liability strategy. These securities are carried at their market value with unrealized gains and losses carried, net of tax, as adjustments to shareholders' equity. Gains and losses on disposition are included in earnings using the specific identification method. Securities held to maturity are comprised of securities that BMJ has the positive intent and ability to hold to maturity. These securities are carried at cost, adjusted for amortization of premium or accretion of discount. The premium or discount adjustments are recognized as adjustments to interest income, on a level yield basis. Unrealized losses due to fluctuations in market value are recognized as security losses when a decline in value is assessed as being other than temporary. 4. Provision For Loan Losses The provision for loan losses charged against operating income is determined by management based upon, among other things, a continuing review of the loan portfolio, past experience and conditions which may affect the borrower's ability to repay. The reserve for loan losses is based on management's estimates, and actual losses may vary from the current estimates. These estimates are reviewed periodically and, as adjustments become necessary, they are reported in the periods in which they become known. 5. Other Real Estate Other real estate acquired through foreclosure or deed in lieu of foreclosure is carried at fair value less estimated costs of disposal. When a property is acquired, the excess of the loan balance over the estimated fair value is charged to the reserve for loan losses. A reserve for other real estate has been established to provide for subsequent write-downs that may be required to the carrying value of the property or losses on the sales of properties. The reserve is established through charges to other real estate expense. Operating results of other real estate owned, including rental income and operating expenses, are recorded in other real estate expense. Gains and losses realized from the sales of other real estate are included in noninterest income. Specific dates of disposal cannot realistically be projected without the existence of firm contracts for sale. At this time, contracts for sale exist on certain foreclosed assets representing an insignificant portion of the carrying value on the balance sheet. 6. Income Taxes BMJ files a consolidated Federal income tax return, and the amount of income tax expense or benefit is computed and allocated among subsidiaries on a separate return basis. BMJ utilizes the asset and liability method of accounting for income taxes as required by Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes" ("FAS 109"). Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which temporary differences, which are inherent in the tax filing process, are expected to be recovered or settled. Under FAS 109, the effect on deferred tax assets and liabilities of a change in the tax rates is recognized in income in the period that includes the enacted date. BMJ's Federal income tax returns for the calendar years 1990 through 1993 are currently undergoing an examination by the Internal Revenue Service. In the course of their examination, the IRS has proposed certain adjustments which management believes will not have a material effect on the consolidated financial statements. B.M.J. Financial Corp. and Subsidiaries Management's Discussion and Analysis of Financial Condition and Results of Operations The following discussion and analysis addresses material changes in BMJ's financial condition between December 31, 1994 and June 30, 1995 and material changes in its results of operations with respect to the three-month and six-month periods ended June 30, 1995 and 1994. Results of Operations Earnings Performance BMJ reported net income for the second quarter ended June 30, 1995 of $1.5 million, compared to net income for the second quarter of 1994 of $5.2 million which included a one-time credit of $3.5 million described below. For the six months ended June 30, 1995, net income was $2.9 million compared to net income of $6.8 million including the one-time credit. On a per share basis, earnings for the second quarter of 1995 were $0.19, compared to earnings of $0.66 for the comparable period of 1994, of which $.44 represented the per share effect of the one-time credit. For the six-month period ended June 30, 1995, earnings per share were $.38 compared to earnings of $.87 of which $.44 represented the per share effect of the one-time credit. BMJ's pre-tax income for the second quarter ended June 30, 1995 totaled $2.3 million, an increase of 33% over the pre-tax income of $1.7 million reported for the second quarter of 1994. For the six-month period ended June 30, 1995, pre-tax income amounted to $4.5 million, an increase of 36% over the pre-tax income of $3.3 million reported for the comparable 1994 period. Income tax expense for the second quarter ended June 30, 1995 amounted to $831 thousand, compared to $3 thousand for the second quarter of 1994. Income tax expense for the first six months of 1995 amounted to $1.6 million compared to $7 thousand for the same period last year. In each of the past two years, BMJ realized certain income tax adjustments under Statement of Financial Accounting Standards No. 109," Accounting for Income Taxes", which was adopted by BMJ on January 1, 1993. As a result, operating results for 1994 included a $3.5 million credit to income. As of December 31, 1994, BMJ had fully recognized all of its available tax credits. Therefore, income tax expense in 1995 represents the tax provision associated with BMJ's 1995 results of operations. Net interest income for the second quarter ended June 30, 1995 amounted to $7.0 million compared to $7.2 million for the second quarter of 1994. For the six-month period ended June 30, 1995, net interest income amounted to $14.0 million versus $14.1 million for the six-month period ended June 30, 1994. BMJ's taxable-equivalent net interest margin remained strong at 5.69% for the first six months of 1995 compared to 5.02% for the first six months of 1994. BMJ continued to pursue its aggressive program to reduce the level of total noninterest expenses while increasing operating efficiency. As a result, total noninterest expenses for the second quarter of 1995 amounted to $5.7 million, a reduction of 18.5% from total noninterest expenses of $7.0 million for the 1994 second quarter. For the six-month period ended June 30, 1995, total noninterest expenses amounted to $11.5 million, a reduction of 15.7% from total noninterest expenses of $13.7 million for the first six months of 1994. For the six-month period ended June 30, 1995, BMJ's core efficiency ratio (total noninterest expenses exclusive of other real estate expenses and certain nonrecurring charges as a percent of taxable-equivalent net interest income plus adjusted noninterest income) improved to 67.14% from 75.05% for the six-month period ended June 30, 1994. Operating results for 1994 include those of BMJ's Southern Ocean State Bank subsidiary and the Willingboro branch of BMJF's The Bank of Mid-Jersey subsidiary. Southern Ocean State Bank was sold in July 1994 and the Willingboro branch was sold in November 1994. Net Interest Income Net interest income is interest earned on loans and other interest-earning assets minus interest paid on deposits and other borrowed funds. Interest rate fluctuations as well as changes in the volume and mix of interest-earning assets and interest-bearing liabilities combine to affect net interest income. Net interest income was $7.0 million for the second quarter of 1995 compared to $7.2 million for the second quarter of 1994. For the six months ended June 30, 1995, net interest income was $14.0 million compared to $14.1 million for the comparable 1994 period. The financial summary in Table 1 details yields and rates of major interest-earning assets and interest-bearing liabilities for the six-month periods ended June 30, 1995 and 1994. Among other things, Table 1 shows that the cost of interest-bearing deposits increased to 2.91% for the six months ending June 30, 1995 compared to 2.14% for the corresponding period ended June 30, 1994 as BMJ endeavored to increase its level of total deposits in the competitive retail market. Despite this increase in the cost of interest-bearing deposits, BMJ's net interest margin which represents the difference between yields on average interest-earning assets and costs of average funding sources, was 5.69% for the six-month period ended June 30, 1995 compared to 5.02% for the comparable 1994 period. Noninterest Income BMJ's revenues include noninterest income, which consists primarily of service charges on deposit accounts and trust service fees. Noninterest income was $1.0 million for the second quarter of 1995 compared to $1.6 million for the second quarter of 1994 and $2.1 million for the six-month period ended June 30, 1995 compared to $2.9 million for the comparable 1994 period. Service charges, commissions and fees amounted to $900 thousand for the second quarter of 1995 compared to $1.2 million for the second quarter of 1994. Service charges, commissions and fees totaled $1.8 million for the first six months of 1995 and $2.4 million for the first six months of 1994. The current year decrease in revenues from service charges, commissions and fees when compared with the prior year is primarily due to the lower level of deposit accounts subject to service charges and other fees during 1995 as a result of the sale of BMJ's Southern Ocean State Bank subsidiary on July 29, 1994. Also included in BMJ's noninterest income is the gain recognized on the sales of other real estate properties. Net gains on the sales of other real estate properties of $48 thousand were realized during the second quarter of 1995 versus net gains of $344 thousand for the second quarter of 1994. For the six-month period ended June 30, 1995, BMJ realized net gains of $86 thousand compared to net gains of $372 thousand for the comparable 1994 period. Noninterest Expense Noninterest expense for the quarter ended June 30, 1995 was $5.7 million, a reduction of 18.5% from noninterest expense of $7.0 million for the second quarter of 1994. For the six-month period ended June 30, 1995, BMJ's noninterest expense amounted to $11.5 million, a reduction of 15.7% from the $13.7 million reported for the comparable 1994 period. Two significant initiatives completed during 1994 which have had an impact on reducing BMJ's level of total noninterest expense when comparing 1995 results with 1994 results were the merger of BMJ's two principal subsidiaries, The Bank of Mid-Jersey and Mount Holly State Bank, and the sale of BMJ's Southern Ocean State Bank subsidiary. As previously discussed, Southern Ocean State Bank's operating results are included in BMJ's operating results for 1994. For the six-month period ended June 30, 1995, BMJ's core efficiency ratio (total noninterest expenses exclusive of other real estate expenses and certain nonrecurring charges as a percent of taxable-equivalent net interest income plus adjusted noninterest income) improved to 67.14% from 75.05% for the six-month period ended June 30, 1994. Salaries and employee benefits amounted to $2.4 million for the quarter ended June 30, 1995, a reduction of 16.3% from the balance of $2.9 million for the quarter ended June 30, 1994. Salaries and employee benefits for the six- month period ended June 30, 1995 amounted to $4.9 million, a reduction of 12.1% compared to the $5.6 million for the six-month period ended June 30, 1994. Salaries expense, which is the largest component of this noninterest expense category, amounted to $2.0 million for the 1995 second quarter and $4.1 million for the six-month period ended June 30, 1995 which represent decreases of 14.6% and 13.4%, respectively from salaries expense for the corresponding periods of 1994. BMJ has reduced the number of full-time equivalent employees at June 30, 1995 to 274 employees, a reduction of 22.4% from 353 full-time equivalent employees at June 30, 1994. Net occupancy expense decreased to $733 thousand for the quarter ended June 30, 1995 from $865 thousand for the 1994 second quarter and decreased to $1.5 million for the six months ended June 30, 1995 from $1.7 million for the comparable 1994 period. Net occupancy expenses in 1995 were favorably affected by lower repairs and maintenance expenses and lower depreciation expense. Other real estate expense decreased to $110 thousand for the quarter ended June 30, 1995, compared to $522 thousand for the 1994 second quarter and decreased to $290 thousand for the six-month period ended June 30, 1995 compared to $928 thousand for the 1994 period. Other real estate expense includes the costs to maintain repossessed properties such as real estate taxes, insurance and general maintenance expenses. During the six-month period ended June 30, 1995, BMJ was able to reduce the net balance of its other real estate primarily through the sale of properties to a net balance of $3.0 million at June 30, 1995 compared to the net balance of $9.0 million at June 30, 1994. As a result, BMJ was able to achieve corresponding reductions in other real estate expense for the three-month and six-month periods ended June 30, 1995 of 78.9% and 68.6% respectively when compared with the three and six-month period ended June 30, 1994. Other real estate expense also includes a provision to increase the valuation reserve used to adjust the carrying value of foreclosed properties to their fair value. For the six-month period ended June 30, 1995, there was no provision necessary to increase this reserve. For the six-month period ended June 30, 1994, a provision of $538 thousand was made to increase this valuation reserve. The other (or miscellaneous) noninterest expense category totaled $2.5 million for the quarter ended June 30, 1995 compared to $2.8 million for the second quarter of 1994. For the six-month period ended June 30, 1995, other noninterest expense totaled $4.9 million compared to $5.5 million for the six-month period ended June 30, 1994. Contributing to the 1995 decreases in this category are the reductions in BMJ's premium for FDIC insurance and legal fees. The second quarter 1995 versus second quarter 1994 decrease of 28.2% in the FDIC insurance assessment is a result of BMJ's strong capital ratios plus a decrease in the levels of those deposits subject to the insurance assessment. For the six-month period ended June 30, 1995, the FDIC insurance assessment of $525 thousand represents a 28.2% reduction from the $731 thousand amount for the corresponding 1994 period. Legal expense for the second quarter of 1995 amounted to $199 thousand, a reduction of 54.1% from the $434 thousand reported for the 1994 second quarter. Legal expenses for the first six months of 1995 totaled $451 thousand, a reduction of 45.9% from the legal expenses total of $834 thousand for the first six months of 1994. The current year decrease in BMJ's legal expense is primarily a result of the lower level of nonperforming assets, thereby decreasing litigation costs in pursuing collection of delinquent loans and in obtaining title to properties through the foreclosure process. Income Tax Expense Income tax expense for the second quarter ended June 30, 1995 amounted to $831 thousand compared to $3 thousand for the second quarter of 1994. Income tax expense for the six-month period ended June 30, 1995 amounted to $1.6 million compared to $7 thousand for the comparable period of 1994. During 1994, BMJ realized certain income tax benefits under Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes", which was adopted by BMJ on January 1, 1993. During 1994, BMJ had fully recognized all of its available alternative minimum tax credits and reversed the deferred tax asset valuation allowance established in 1993 and, as such, the book tax provision was offset by a reduction of a portion of the deferred tax asset valuation allowance. As a result, income tax expense for the three-month period and six-month period ended June 30, 1995 represents the tax provision associated with BMJ's 1995 results of operations. Balance Sheet Analysis Total assets of BMJ amounted to $561.7 million at June 30, 1995, increasing from $538.4 million at December 31, 1994. This increase is primarily attributable to an increase in the level of total deposits at June 30, 1995 versus December 31, 1994. Total deposits of $478.3 million at June 30, 1995 represents a 3.2% increase from the $463.6 of total deposits at December 31, 1994. This increase was achieved despite the high level of competition that exists among financial institutions in BMJ's market for retail deposits. Through renewed marketing programs and competitively priced deposit products, it is BMJ's intention to increase its share of the retail deposits market. During 1995, BMJ continued to improve its capital ratios and its balance sheet condition. Shareholders' equity increased from $58.3 million at December 31, 1994 to $60.6 million at June 30, 1995. The ratio of shareholders' equity to total assets at June 30, 1995 and December 31, 1994 remained strong at 10.8%. In addition, asset quality continued to improve as total nonperforming assets at June 30, 1995 amounted to $11.3 million compared to $14.2 million at December 31, 1994. The following discussion deals with the major components of the balance sheet. Securities Available for Sale Securities which may be sold in response to changing market and interest rate conditions or as part of BMJ's asset/liability management strategy have been classified as securities available for sale. The securities available for sale portfolio amounted to $16.6 million at June 30, 1995 compared to $2.9 million at December 31, 1994. The securities available for sale portfolio is carried at fair market value at June 30, 1995 and December 31, 1994. Table 1 details the composition of the securities available for sale portfolio. In addition, Table 1 provides information concerning average yields and balances of the securities available for sale portfolio for the six-month periods ended June 30, 1995 and 1994. Securities Held to Maturity Securities held to maturity are comprised of securities that BMJ has the positive intent and ability to hold to maturity. These securities are carried at cost, adjusted for amortization of premium or accretion of discount. The premium or discount adjustments are recognized as adjustments to interest income, on a level yield basis. Gains or losses on disposition are computed by the specific identification method and are included in noninterest income. Unrealized losses due to fluctuations in market value are recognized as security losses when a decline in value is assessed as being other than temporary. The securities held to maturity portfolio amounted to $112.4 million at June 30, 1995 compared to $119.0 million at December 31, 1994. Table 1 provides information concerning average yields and balances of the securities available for sale portfolio for the six-month periods ended June 30, 1995 and 1994. Table 1 Financial Summary Averages Balances, Rates Paid and Yields (yields on a tax-equivalent basis) (in thousands) Six months ended June 30, 1995 Six months ended June 30, 1994 ---------------------------------- ------------------------------- Average Yields Interest Average Yields Interest Balance or Income/ Balance or Income/ Rates Expense Rates Expense -------- ---- -------- -------- ---- -------- INTEREST-EARNING ASSETS Money market investments: Time deposits with other banks ..................... $ 1,650 5.87% $ 48 $ 8,306 3.45% $ 142 Interest bearing deposits with other banks ......... 638 5.69 18 2,561 3.31 42 Federal funds sold and repurchase agreements ....... 6,047 6.00 180 14,286 3.30 234 Other short term investments ....................... 6,399 6.02 191 26,628 3.92 517 -------- ---- -------- -------- ---- -------- Total money market investments ................. 14,734 5.98 437 51,781 3.64 935 Securities available for sale: U.S. Treasury securities ........................... 2,946 4.59 67 17,757 3.51 309 U.S. government agencies and corporations .......... 598 5.73 17 3,693 4.10 75 States and political subdivisions .................. 2,507 6.68 83 230 6.14 7 Other securities ................................... -- -- -- 141 5.72 4 -------- ---- -------- -------- ---- -------- Total securities available for sale ............ 6,051 5.57 167 21,821 3.65 395 Securities held to maturity: U.S. Treasury securities ........................... 19,769 5.61 550 27,013 4.23 566 U.S. government agencies and corporations .......... 89,819 5.60 2,493 88,329 4.64 2,031 States and political subdivisions .................. 4,598 8.55 195 5,290 7.40 194 Other securities ................................... 798 6.06 24 845 5.97 25 -------- ---- -------- -------- ---- -------- Total securities held to maturity .............. 114,984 5.72 3,262 121,477 4.67 2,816 Loans, net of unearned income .......................... 368,641 8.91 16,288 379,334 8.18 15,389 -------- ---- -------- -------- ---- -------- Total interest-earning assets .................. $504,410 8.06% $ 20,154 $574,413 6.86% $ 19,535 ======== ==== ======== ======== ==== ======== Table 1 Financial Summary (Continued) Averages Balances, Rates Paid and Yields (yields on a tax-equivalent basis) (in thousands) Six months ended June 30, 1995 Six months ended June 30, 1994 ---------------------------------- ------------------------------- Average Yields Interest Average Yields Interest Balance or Income/ Balance or Income/ Rates Expense Rates Expense -------- ---- -------- -------- ---- -------- FUNDING SOURCES Deposits: Savings and interest checking ...................... $257,945 2.13% $ 2,729 $345,304 1.74% $ 2,979 Certificates of deposit of $100,000 or more ........ 6,427 5.11 163 6,846 3.39 115 Other time deposits ................................ 115,306 4.52 2,583 118,627 3.22 1,897 -------- ---- -------- -------- ---- -------- Total interest-bearing deposits ................ 379,678 2.91 5,475 470,777 2.14 4,991 Securities sold under agreements to repurchase ......... 14,220 4.88 344 3,219 2.19 35 Other borrowed funds ................................... 265 4.57 6 135 2.99 2 Other debt ............................................. 2,700 7.54 101 4,807 8.43 201 Total interest-bearing liabilities ............. 396,863 3.01 5,926 478,938 2.20 5,229 Portion of noninterest-bearing funding sources ......... 107,547 -- -- 95,475 -- -- -------- ---- -------- -------- ---- -------- Total funding sources .......................... $504,410 2.37% $ 5,926 $574,413 1.84% $ 5,229 ======== ==== ======== ======== ==== ======== Net interest margin and net interest income ............ 5.69% $ 14,288 5.02% $ 14,306 ==== ======== ==== ======== Loan Portfolio BMJ's loan portfolio represented 68.4% of total assets at June 30, 1995, compared to 65.8% at December 31, 1994. BMJ's loan portfolio amounted to $384.3 million at June 30, 1995 increasing from $354.5 million at December 31, 1994 primarily as a result of increased loan demand in BMJ's market. The following table provides a comparative analysis of the loan portfolio composition: (in thousands) June 30, December 31, 1995 1994 -------- -------- Commercial, financial and agricultural ........... $ 24,183 $ 22,822 Real estate - mortgage ........................... 288,008 272,878 Real estate - construction ....................... 32,887 28,420 Consumer ......................................... 39,176 30,360 -------- -------- $384,254 $354,480 ======== ======== Substantially all of BMJ's lending activity is to customers, or secured by property, located within Mercer, Burlington and Ocean counties in New Jersey. Of the portfolio as a whole, at June 30, 1995, approximately 83.5% of BMJ's loans are secured by real estate. Nonperforming Assets Nonperforming assets, as summarized in the table below, consist of nonperforming loans plus net other real estate owned. (in thousands) June 30, 1995 December 31, 1994 ------------- ----------------- Nonperforming Loans: Loans past due 90 days or more and accruing ....................... $ 392 $ 1,264 Nonaccrual loans ............................. 7,907 5,769 --------- --------- Total nonperforming loans ................ 8,299 7,033 --------- --------- Other Real Estate: Insubstance foreclosure ...................... -- 2,935 Other real estate ............................ 3,713 5,237 Loss reserve ................................. (696) (958) --------- --------- Total other real estate, net ............. 3,017 7,214 --------- --------- Total Nonperforming Assets ................... $ 11,316 $ 14,247 ========= ========= Nonperforming loans include nonaccrual loans and loans 90 days or greater past due and still accruing. Loans are generally reported as nonaccrual if they are past due as to maturity or payment of principal or interest for a period of more than 90 days, unless such loans are well secured and in the process of collection. If a loan or a portion of a loan is partially charged off, the loan is classified as nonaccrual. Loans that are on a current payment status or past due less than 90 days may also be classified as nonaccrual if repayment in full of principal and/or interest is determined to be in jeopardy. Loans, with the exception of partially charged off loans or loans with any portion classified as doubtful, may be placed back on accrual status when they become current as to both principal and interest and when concern as to future collectibility in full no longer exists. The remaining recorded balance of a partially charged off loan, however, may be returned to accrual status if the entire contractual loan balance, together with all unpaid contractual interest, is determined to be fully collectible. Nonperforming loans as a percentage of total loans were 2.2% as of June 30, 1995 and 2.0% as of December 31, 1994. The following table illustrates the activity in BMJ's nonaccrual loans during the six-month period ended June 30, 1995. (in thousands) Six Months Ended June 30, 1995 ------------------------------ Nonaccrual Loans ---------- Balance, January 1, 1995 ........... $ 5,769 New defaults ....................... 4,246 Assets foreclosed upon or designated as Other Real Estate ............. (1,054) Payoffs, cures and sales ........... (963) Chargeoffs and writedowns .......... (91) ------- Balance, June 30, 1995 ............. $ 7,907 ======= Potential problem loans consist of loans which are included in performing loans at June 30, 1995, but for which potential credit problems of the borrowers have caused management to have concerns as to the ability of such borrowers to comply with present repayment terms. At June 30, 1995, such potential problem loans amounted to approximately $3.9 million. Depending on the state of the economy and the impact thereof on BMJ's borrowers, as well as other future events, these loans and others not currently so identified could be classified as nonperforming loans in the future. The following table illustrates the activity in BMJ's other real estate during the six-month period ended June 30, 1995. Six Months Ended (in thousands) June 30, 1995 ---------------- Balance, January 1, 1994 .......................... $ 8,172 Additions: Assets foreclosed upon or designated as Other Real Estate ..................... 1,727 ------- Total additions .......................... 1,727 ------- Deductions: Sales and other reductions .................. (2,869) Transfer of insubstance foreclosures to loans upon adoption of FAS 114 ................ (2,935) Writedowns to fair value/Chargeoffs ......... (382) ------- Total deductions ......................... (6,186) ------- Subtotal ....................................... 3,713 Less loss reserve .............................. (696) ------- Balance, June 30, 1995 ............................ $ 3,017 ======= Other real estate consists of properties acquired through foreclosure or deed in lieu of foreclosure. A reserve for other real estate has been established to maintain the portfolio at the lower of cost or fair value less estimated disposition costs. On January 1, 1995, BMJ adopted Statement of Financial Accounting Standards No. 114, "Accounting by Creditors for Impairment of a Loan" ("FAS 114") and Statement of Financial Accounting Standards No. 118, "Accounting by Creditors for Impairment of a Loan - Income Recognition and Disclosure" ("FAS 118"). A loan is considered impaired when, based upon current information and events, it is probable that BMJ will be unable to collect all principal and interest amounts due according to the contractual terms of the loan agreement. Under FAS 114, impaired loans subject to the statement are required to be measured based upon the present value of expected future cash flows discounted at the loan's initial effective interest rate or at the loan's market price or fair value of the collateral if the loan is collateral dependent. If the loan valuation is less than the recorded value of the loan, an impairment reserve must be established for the difference. The impairment reserve is established by either an allocation of the reserve for loan losses or by a provision for loan losses, depending on the adequacy of the reserve for loan losses. FAS 118 allows BMJ's existing income recognition practices to continue. Adoption of FAS 114 and FAS 118 has not materially impacted BMJ's financial position or results of operations. The following table sets forth information concerning the other real estate loss reserve activity for the six-month periods ended June 30, 1995 and 1994. Six Months Ended (in thousands) June 30, 1995 June 30, 1994 ------------- ------------- Balance, beginning of year ....................... $ 958 $ 2,614 Add: provision charged to expense ............. -- 538 ------- ------- 958 3,152 Less: writedowns .............................. (262) (1,802) : subsidiary held for sale ................ -- (125) ------- ------- Balance, at end of period ........................ $ 696 $ 2,028 ======= ======= Reserve for Loan Losses At June 30, 1995, the reserve for loan losses totaled $12.8 million compared to $12.5 million at December 31, 1994. The ratio of the reserve for loan losses to total loans at June 30, 1995 was 3.34% versus 3.52% at December 31, 1994. The table below provides a summary of the activity in the loan loss reserve plus additional key ratios for assessing the adequacy of the reserve for loan losses at June 30, 1995 and 1994. Six Months Ended (in thousands) June 30, 1995 June 30, 1994 ------------- ------------- Reserve balance, beginning of year .. $ 12,485 $ 14,423 Gross charge-offs ................ (323) (1,883) Less: recoveries ................. 671 900 --------- --------- Net (charge-offs) recoveries ........ 348 (983) Provision charged to operations ..... -- -- Subsidiary held for sale ............ -- (415) --------- --------- Reserve, at end of period ........... $ 12,833 $ 13,025 ========= ========= Loans, end of period ................ $ 384,254 $ 347,880 Average loans outstanding ........... $ 368,641 $ 379,334 Ratio of net (charge-offs) recoveries to average loans outstanding ..... .09% (.26%) Ratio of reserve for loan losses to nonperforming loans ........... 154.63% 120.87% Ratio of reserve for loan losses to loans, end of period .......... 3.34% 3.74% Management has adopted a reserve adequacy methodology that requires specific reserve assessment for all loans including residential real estate mortgages and consumer loans. This methodology assigns reserves based upon credit risk rating for specific loans and general reserves for all other loans. The general reserves are based on historical charge-off experience but are subject to certain minimums based upon BMJ's assessment of the current economic environment. BMJ's gross charge-offs during the first six months of 1995 totaled $323 thousand compared with $1.9 million for the first six months of 1994. Subsequent to the charge-off of a loan, it is BMJ's policy to continue to vigorously pursue the collection of principal outstanding as well as past due interest. Collection efforts resulted in recoveries of $671 thousand on previously charged-off loans during the first six months of 1995 compared with $900 thousand for the first six months of 1994. The distribution of the reserve for loan losses and the percentage of loans in each category to total loans at June 30, 1995 is illustrated in the following table. Allocation of the Reserve for Loan Losses June 30, 1995 (in thousands) % of Loans Reserve in Each Category Amount to Total Loans -------- ---------------- Domestic: Commercial, financial and agricultural $ 1,119 -- % Real estate - mortgage ........ 8,245 -- Real estate - construction ......... 2,004 -- Consumer ............................. 455 -- Unallocated ............................... 1,010 -- -------- -------- $ 12,833 100.00% ======== ======== Note: This distribution is made for analytical purposes only. The total allowance is available to absorb losses from any segment of the portfolio. Deposits BMJ's deposit base is the principal source of funds supporting interest-earning assets. Maintaining a strong core deposit base is key to the development of long-term customer relationships which, in turn, present opportunities for BMJ to cross-sell its services. To meet the requirements of its diverse customer base, BMJ offers a full range of deposit products, including interest-bearing and noninterest-bearing demand deposits, savings deposits, insured retail money market accounts and certificates of deposit. BMJ's total deposits amounted to $478.3 million at June 30, 1995 compared to $463.6 million at December 31, 1994. Table 1 provides information concerning average rates and balances of BMJ's interest-bearing deposits for the six-month periods ended June 30, 1995 and 1994. Among other things, Table 1 shows that as a result of the increasing interest rate environment which existed during 1994 and mid-1995, the average rate paid on BMJ's average interest-bearing deposit balances increased to 2.91% for the six-month period ended June 30, 1995 from 2.14% for the comparable 1994 period. Capital BMJ's level of shareholders' equity continued to improve during the first six months of 1995; primarily as the result of improved operating results. The following table provides selected shareholders' equity ratios at June 30, 1995 and December 31, 1994. (in thousands) June 30, December 31, 1995 1994 -------- ---------- Shareholders' equity .................... $60,596 $58,346 Shareholders' equity to assets ratio .... 10.79% 0.84% Book value per share .................... $ 7.97 $ 7.68 The Federal Reserve Board ("FRB") has issued risk-based capital guidelines applicable to member banks and bank holding companies and the FDIC has issued comparable guidelines applicable to state nonmember banks. The guidelines, which establish a risk adjusted ratio relating to the total amount of assets and off-balance sheet exposures, (as such assets and off-balance sheet items are weighted to reflect the risk inherent therein,) require a minimum total risk-based capital ratio of 8.00%, with at least half of the total capital in the form of Tier 1 capital. The risk-based capital ratios of BMJ and Mid-Jersey were as follows on the dates shown: June 30, 1995 December 31,1994 ----------------------------------- ------------------------------------ Total Tier 1 Total Tier 1 Risk-Based Risk-Based Risk-Based Risk-Based Capital Ratio Capital Ratio Capital Ratio Capital Ratio ------------- ------------- ------------- ------------- B.M.J.Financial Corp. 16.47% 14.53% 17.03% 15.04% The Bank of Mid-Jersey 14.40% 13.13% 14.86% 13.58% The FRB and FDIC have also adopted leverage capital requirements specifying the minimum acceptable ratios of Tier 1 capital to total assets. Under these requirements, the most sound, well-run institutions engaged in the least risky operations are required to maintain minimum ratios of Tier 1 capital to total assets of 3%. All other institutions, as well as even extremely sound institutions experiencing or anticipating significant growth, are expected to operate well above this minimum level. Most banks generally operate at capital levels ranging from 100 to 200 basis points above the stated minimum. Higher capital ratios could be required if they are deemed by regulators to be warranted by the particular circumstances or risk profile of an individual bank. The leverage ratios of BMJ and Mid-Jersey were as follows on the dates shown: Leverage Ratio at Leverage Ratio at June 30, 1995 December 31,1994 ----------------- ----------------- B.M.J.Financial Corp. 10.56% 10.58% The Bank of Mid-Jersey 9.91% 9.49% Failure to satisfy any minimum capital requirement applicable to BMJ or Mid-Jersey could subject BMJ or Mid- Jersey, as the case may be, to regulatory actions by the FRB. BMJ paid $380 thousand in common dividends during the second quarter of 1995, the first to be paid by BMJ since dividends were suspended in 1991. In addition, on May 18, 1995 BMJ's Board of Directors declared a cash dividend of $.05 per share payable July 1, 1995 to shareholders of record on June 16, 1995. The primary source of funds for payment of dividends by BMJ is dividends received from Mid-Jersey. The amount of dividends that Mid-Jersey may declare in any year is subject to certain regulatory limitations. Mid-Jersey may not declare dividends if such declaration would leave it inadequately capitalized. Generally, dividends declared by a bank are limited to its net profit, as defined by the regulatory agencies, for that year combined with its retained net income from the preceding two years. At January 1, 1995, the amount of retained earnings of Mid-Jersey available for declaration of dividends to BMJ was $10.7 million. Liquidity and Asset/Liability Management Liquidity refers to BMJ's ability to maintain a cash flow adequate to fund operations and meet obligations on a timely and cost effective basis. Asset liquidity is represented by the ease with which assets can be converted into cash. BMJ continually evaluates its funding needs and manages its liquidity position by maintaining adequate levels of liquid assets, such as cash and cash equivalents and securities available for sale. BMJ's funding needs change as loans grow, deposits mature and payments on obligations are made. Because the characteristics of BMJ's assets and liabilities change, liquidity management is a dynamic process. Among those factors affecting liquidity management are pricing and maturity of loans, deposits and other assets and liabilities. In addition, liquidity management is affected by changes in the relationship between short-term and long-term interest rates. At June 30, 1995, BMJ had a total of $51.9 million or 9.2% of total assets in cash and cash equivalents, short-term money market investments, and securities available for sale, representing its primary sources of liquidity, as compared to $47.4 million or 8.9% of assets at December 31, 1994. Another source of asset liquidity is the cash flows provided by maturities and periodic repayments of principal of both the securities held to maturity portfolio and the loan portfolio. Liabilities also provide a source of liquidity for BMJ. Wholesale certificates of deposit (none of which were brokered deposits) and repurchase agreements comprised 5.5% of total liabilities at June 30, 1995 and 2.8% of total liabilities at December 31, 1994. Management believes there is substantial room to increase these funding sources if necessary to meet its liquidity needs. In addition, Mid-Jersey currently has a line of $10.8 million available for discount window borrowing from the Federal Reserve without further pledging requirements and a $2.0 million line of credit with a correspondent bank to cover short term funding needs in the federal funds market. As shown in the Consolidated Statement of Cash Flows, cash and cash equivalents decreased by $9.4 million to $35.3 million at June 30, 1995. This decrease reflected net cash of $3.5 million provided by operating activities, $32.4 million of net cash used in investing activities and $19.5 million of net cash provided by financing activities. Cash generated by operating activities reflected BMJ's net income of $2.9 million adjusted for noncash charges and credits. Cash used in investing activities primarily reflected the net increases in the loan portfolio and securities available for sale portfolio offset in part by the proceeds from maturities of securities held to maturity. Cash provided by financing activities primarily reflected the net decrease in demand deposit, savings and interest checking accounts, offset by the net increase in certificates of deposit and securities sold under agreements to repurchase. At June 30, 1995, B.M.J. Financial Corp. (the parent company) had a total of $3.0 million in cash and cash equivalents, and $7.3 million in short-term securities for general corporate purposes, which serves as the parent company's primary source of liquidity. The parent company does not maintain lines of credit or other borrowing arrangements. Certain limitations of regulatory agencies exist with respect to the ability of banking subsidiaries to transfer funds as dividends to the parent holding company. Nevertheless, on January 1, 1995, $10.7 million of retained earnings of Mid- Jersey was available for declaration of dividends from Mid-Jersey to BMJ without prior regulatory approval. Moreover, BMJ has the capacity to borrow funds from the Federal Reserve discount window to meet liquidity needs that are not funded through subsidiary dividends or income. BMJ's principal asset/liability management objectives are to manage the sensitivity of net interest spreads to potential changes in interest rates and to enhance profitability in ways that should provide sufficient reward for understood and controlled risk. Specific asset/liability strategies are chosen to achieve an appropriate trade-off between average spreads and the variability of spreads. The BMJ Asset/Liability Management Committee meets weekly to monitor consolidated risk at the corporate level and to monitor compliance with established liquidity and interest rate sensitivity policy parameters on a consolidated and individual bank basis. Funding positions are kept within established policy limits designed to maintain reasonable risk levels and adequate liquidity. In order to measure the effect of interest rate fluctuations on BMJ's net interest margin, management simulates the potential effects of changing interest rates through computer modeling. These simulations determine the impact on net interest income of various interest rate scenarios and balance sheet trends and strategies. These simulations incorporate the dynamics of the balance sheet as well as the interrelationships between various categories of short-term interest rates and the impact the yield-curve level has on asset and liability pricing. Net interest income sensitivity to balance sheet trends and interest rate movements is quantified and appropriate strategies are developed and implemented. PART II. OTHER INFORMATION Item 1. Legal Proceedings. - ------------------------------ Not Applicable Item 2. Changes in Securities - --------------------------------- Not Applicable Item 3. Defaults Upon Senior Securities. - -------------------------------------------- Not Applicable Item 4. Submission of Matters to a Vote of Security Holders. - ---------------------------------------------------------------- Not Applicable Item 5. Other Information. - ------------------------------ Not Applicable Item 6. Exhibits and Reports on Form 8-K. - --------------------------------------------- (a) Exhibit 11. Statement Regarding Computation of Per Share Earnings 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. Date 08/07/95 /s/ Elmer J. Elias ------------------------ ------------------------------------------- Elmer J. Elias, Acting President Date 08/07/95 /s/ Joseph M. Reardon ------------------------ ------------------------------------------- Joseph M. Reardon, Chief Financial Officer