BMJ FINANCIAL CORP, 10-Q, 1996-11-08

BMJ FINANCIAL CORP
10-Q, 1996-11-08
STATE COMMERCIAL BANKS

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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 September 30, 1996

( ) 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: 7,518,556 shares of common
stock, $1.00 par value, outstanding on October 31, 1996.
<PAGE>

INDEX

PART 1. FINANCIAL INFORMATION

Consolidated Balance Sheet - September 30, 1996 (Unaudited) and December 31,
1995

Consolidated Statement of Operations - Three months and nine months ended
September 30, 1996 and 1995 (Unaudited)

Consolidated Statement of Changes in Shareholders Equity - Nine months ended
September 30, 1996 and 1995 (Unaudited)

Consolidated Statement of Cash Flows - Nine months ended September 30, 1996 and
1995 (Unaudited)

Notes to Consolidated Financial Statements (Unaudited)

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

PART 11. OTHER INFORMATION

SIGNATURES
<PAGE>
<TABLE>
<CAPTION>
B.M.J. Financial Corp. and Subsidiaries
Consolidated Balance Sheet

(unaudited) September 30, December 31,
(in thousands, except share data) 1996 1995
--------- ---------
<S> <C> <C>
Cash and cash equivalents:
Cash and due from banks ......................... $ 24,720 $ 19,905
Money market investments ........................ 140 5,664
--------- ---------
Total cash and cash equivalents .............. 24,860 25,569

Securities available for sale (amortized cost of
$78,818 in 1996 and $64,025 in 1995) ......... 76,887 64,608

Securities held to maturity (fair value of $98,505
in 1996 and $83,001 in 1995) ................ 98,949 82,515

Loans, net of unearned income and less reserve for
loan losses of $9,334 (1996) and $10,099 .... 427,086 389,265
(1995)

Premises and equipment, net ....................... 5,910 6,060
Other real estate, net ............................ 1,503 1,686
Other assets ...................................... 20,027 19,007
--------- ---------
Total assets ................................. $ 655,222 $ 588,710
========= =========

Liabilities:
Deposits:
Demand deposits (noninterest-bearing) ......... $ 72,952 $ 81,156
Savings and interest checking ................. 271,299 255,487
Certificates of deposit of $100,000 or more ... 33,451 13,874
Other time deposits ........................... 159,488 134,494
--------- ---------
Total deposits ............................. 537,190 485,011
--------- ---------

Securities sold under agreements to repurchase .. 14,335 12,569
Federal funds purchased and other borrowed funds 14,200 7,400
Other liabilities ............................... 10,828 9,422
Capital notes and long term debt ................ 12,347 8,686
--------- ---------
Total liabilities .......................... 588,900 523,088
--------- ---------
<PAGE>
<CAPTION>
B.M.J. Financial Corp. and Subsidiaries
Consolidated Balance Sheet
(continued)

(unaudited) September 30, December 31,
(in thousands, except share data) 1996 1995
--------- ---------
<S> <C> <C>

Commitments and contingencies

Shareholders' equity:
Common stock, par value $1 per share ............
Authorized 25,000,000 shares;
issued 7,686,069 shares in 1996
and 7,614,281 shares in 1995 ................... 7,686 7,614
Surplus ......................................... 37,195 36,520
Retained earnings ............................... 25,058 21,104
Unrealized gains (losses) on securities available
for sale, net of tax ....................... (1,275) 384
Treasury stock (178,000 shares) at cost ......... (2,342) --
--------- ---------
Total shareholders' equity ................... 66,322 65,622
--------- ---------
Total liabilities and shareholders' equity ... $ 655,222 $ 588,710
========= =========

See notes to consolidated financial statements

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
B.M.J. Financial Corp. and Subsidiaries
Consolidated Statement of Operations

(Unaudited) Three months ended Nine months ended
(In thousands, except per share amounts) Sept. 30, Sept. 30,
-------------------------- ---------------------------
1996 1995 1996 1995
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
INTEREST INCOME
Interest and fees on loans ......................................... $ 9,417 $ 8,588 $ 27,267 $ 24,699
Interest on money market investments:
Time deposits with other banks ................................. -- -- 0 48
Interest bearing deposits with other banks ..................... 7 4 20 22
Federal funds sold and repurchase agreements ................... 15 93 164 273
Other short term investments ................................... 18 99 205 290
Interest on securities available for sale:
U.S. Treasury securities ....................................... 20 46 95 113
U.S. government agencies and corporations ...................... 1,261 257 3,486 274
States and political subdivisions (tax-exempt) ................. 62 96 276 151
Interest on securities held to maturity:
U.S. Treasury securities ....................................... 85 240 256 790
U.S. government agencies and corporations ...................... 1,186 1,230 3,362 3,723
States and political subdivisions (tax-exempt) ................. 103 55 206 184
Other securities ............................................... 66 43 160 67
---------- ---------- ---------- ----------
Total interest income ...................................... 12,240 10,751 35,497 30,634
---------- ---------- ---------- ----------

INTEREST EXPENSE
Savings and interest checking deposits ............................. 1,474 1,499 4,230 4,228
Certificates of deposit of $100,000 or more ........................ 449 177 1,054 340
Other time deposits ................................................ 2,041 1,749 6,026 4,332
Other debt ......................................................... 553 261 1,419 712
---------- ---------- ---------- ----------
Total interest expense ..................................... 4,517 3,686 12,729 9,612
---------- ---------- ---------- ----------
Net interest income ................................................ 7,723 7,065 22,768 21,022
Provision for loan losses .......................................... 45 -- 95 --
---------- ---------- ---------- ----------
Net interest income after provision for loan losses ........ 7,678 7,065 22,673 21,022
---------- ---------- ---------- ----------
<PAGE>
<CAPTION>
B.M.J. Financial Corp. and Subsidiaries
Consolidated Statement of Operations
(continued)

(Unaudited) Three months ended Nine months ended
(In thousands, except per share amounts) Sept. 30, Sept. 30,
-------------------------- ---------------------------
1996 1995 1996 1995
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
NONINTEREST INCOME
Service charges, commissions, and fees ............................. 1,091 954 2,860 2,754
Trust income ....................................................... 105 106 330 344
Gain on sale of other real estate .................................. -- 17 303 103
---------- ---------- ---------- ----------
Total noninterest income ................................... 1,196 1,077 3,493 3,201
---------- ---------- ---------- ----------
NONINTEREST EXPENSE
Salaries and employee benefits ..................................... 2,424 2,284 7,143 7,182
Net occupancy ...................................................... 747 694 2,186 2,158
Other real estate expense .......................................... 43 113 145 403
Other .............................................................. 2,010 2,222 6,207 7,105
---------- ---------- ---------- ----------
Total noninterest expense .................................. 5,224 5,313 15,681 16,848
---------- ---------- ---------- ----------
Income before income tax expense ................................... 3,650 2,829 10,485 7,375
Income tax expense ................................................. 1,271 8 3,702 1,653
---------- ---------- ---------- ----------

NET INCOME ......................................................... $ 2,379 $ 2,821 $ 6,783 $ 5,722
========== ========== ========== ==========
Net income per share - Primary ..................................... $ 0.31 $ 0.37 $ 0.89 $ 0.74
========== ========== ========== ==========
- Fully diluted $ 0.31 $ 0.36 $ 0.88 $ 0.74
========== ========== ========== ==========
Weighted average shares outstanding - Primary ...................... 7,611,884 7,722,363 7,630,065 7,699,947
========== ========== ========== ==========
- Fully diluted................. 7,672,310 7,918,947 7,704,810 7,911,214
========== ========== ========== ==========

See notes to consolidated financial statements.

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
B.M.J. Financial Corp. and Subsidiaries
Consolidated Statement of Changes
in Shareholders' Equity

(unaudited) Nine months ended September 30,
-------------------------------
(in thousands) 1996 1995
-------- --------
<S> <C> <C>
SHAREHOLDERS' EQUITY

Balance at beginning of period ............................. $ 65,622 $ 58,346

Net income ................................................. 6,783 5,722
Stock issued ............................................... 748 136
Cash dividends ............................................. (2,830) (1,140)
Repurchase of common stock ................................. (2,342) 0
Unrealized gain (loss), net of tax, on investment securities (1,659) 69
-------- --------

Balance at end of period ................................... $ 66,322 $ 63,133
======== ========

See notes to consolidated financial statements

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
B.M.J. Financial Corp. and Subsidiaries
Consolidated Statement of Cash Flows

(unaudited)
(in thousands) Nine months ended September 30,
-------------------------------
1996 1995
-------- --------
<S> <C> <C>
Cash flows from operating activities:
Net income ............................................................... $ 6,783 $ 5,722
Adjustments to reconcile net income to net cash from operating activities:
Depreciation of premises and equipment ................................. 576 586
Provision for loan losses .............................................. 95 0
Amortization of intangibles ............................................ 87 86
Net accretion of securities available for sale ......................... (98) (32)
Net amortization of securities held to maturity ........................ 53 52
Net (increase) decrease in other real estate owned ..................... (191) 124
(Increase) decrease in other assets ................................... (253) 80
Increase in other liabilities .......................................... 1,408 959
-------- --------
Net cash provided by operating activities .................................. 8,460 7,577
-------- --------

Cash flows from investing activities:
Proceeds from maturities and sale of securities available for sale ..... 33,166 1,517
Purchase of securities available for sale .............................. (47,861) (35,607)
Proceeds from maturities of securities held to maturity ................ 5,791 15,512
Purchase of securities held to maturity ................................ (22,278) (3,924)
Net increase in loans .................................................. (38,783) (26,230)
Proceeds from sale of other real estate ................................ 1,241 4,194
Property and equipment expenditures .................................... (426) (876)
-------- --------
Net cash used in investing activities ...................................... (69,150) (45,414)
-------- --------

Cash flows from financing activities:
Net increase (decrease) in demand deposits, savings and
interest checking accounts ........................................... 7,608 (18,044)
Net increase in certificates of deposit .................................. 44,571 32,712
Repayments of capital notes and long term debt ........................... (2,839) 0
Net increase in other borrowed funds ..................................... 6,800 1,050
Net increase in securities sold under agreements to repurchase .......... 1,766 6,053
Proceeds from issuance of debt ........................................... 6,500 0
Dividends paid ........................................................... (2,830) (1,140)
Proceeds from issuance of stock .......................................... 747 125
Purchase of treasury stock ............................................... (2,342) 0
-------- --------
Net cash provided by financing activities .................................. 59,981 20,756
-------- --------
<PAGE>
<CAPTION>
B.M.J. Financial Corp. and Subsidiaries
Consolidated Statement of Cash Flows
(continued)
(unaudited)
(in thousands) Nine months ended September 30,
-------------------------------
1996 1995
-------- --------
<S> <C> <C>
Net change in cash and cash equivalents .................................... (709) (17,081)
Cash and cash equivalents at beginning of period ........................... 25,569 44,779
-------- --------
Cash and cash equivalents at end of period ................................. $ 24,860 $ 27,698
======== ========

Cash paid during the period for:
Interest ................................................................. $ 12,484 $ 8,938
======== ========
Income taxes ............................................................. $ 1,741 $ 965
======== ========

Noncash investing activities:
Transfer of loans to other real estate, net .............................. $ 867 $ 2,755
======== ========
Transfer of insubstance foreclosures to loans upon adoption of FAS 114 ... $ 0 $ 2,935
======== ========

See notes to consolidated financial statements.
</TABLE>
<PAGE>
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, is subject to year-end
adjustments and audit, and is prepared in accordance with generally accepted
accounting principles and prevailing practices within the banking industry.
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 nine-month
periods ended September 30, 1996 and 1995. The results of operations for the
nine-month period ended September 30, 1996 are not necessarily indicative of the
results to be expected for the entire year ending December 31, 1996.

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 consolidated financial statements, management is required to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities as of the date
of the financial statements and the reported amounts of revenues and expenses
during the reporting 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, the valuation of other real estate acquired in connection with
foreclosures or in satisfaction of loans, and the valuation of the deferred tax
asset. 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, 1995, to which reference is hereby made.
<PAGE>
2. Acquisition

On August 29, 1996, B.M.J. Financial Corp. and Summit Bancorp
("Summit") announced the signing of an agreement under which Summit will acquire
BMJ in an exchange of stock.

The agreement contemplates an exchange of 0.560 of a share of Summit
common stock for each share of BMJ stock. Summit will receive an option to
purchase up to 19.9% of BMJ's common stock if certain conditions occur.
Additionally, the agreement allows for BMJ to declare quarterly common dividends
until the closing date in an amount equivalent to the common dividend rate
declared by Summit.

The transaction is subject to shareholder and regulatory approvals and
certain other conditions and is scheduled to be completed in the first quarter
of 1997. It is anticipated that it will be accounted for as a
pooling-of-interests.

3. Securities

Investments are classified into three categories: (1) held to maturity
securities, which are reported at amortized cost (debt securities only); (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 net of taxes 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 fair 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 classified as 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. Loans

Loans are reported at their principal outstanding balance net of
charge-offs, deferred loan fees and costs on originated loans, and unearned
income. Interest income is generally recognized when income is earned using the
interest method. Loan origination fees and certain direct loan origination costs
are deferred and the net amounts are amortized as adjustments of the loans'
yields.
<PAGE>
5. Reserve For Loan Losses

On January 1, 1995, BMJ adopted FAS No. 114, "Accounting by Creditors
for Impairment of a Loan" and FAS No. 118, "Accounting by Creditors for
Impairment of a Loan--Income Recognition and Disclosure." FAS No. 114 provides
guidelines for measuring impairment losses on loans. A loan is considered to be
impaired, based on current information and events, if it is probable that BMJ
will be unable to collect the scheduled payments of principal and interest when
due according to the contractual terms of the loan agreement. The measurement of
impaired loans is generally based upon the present value of expected future cash
flows discounted at the loan's historical effective interest rate except that
all collateral-dependent loans are measured for impairment based on the fair
value of the collateral.

The adequacy of the reserve for loan losses is periodically evaluated
by BMJ in order to maintain the reserve at a level that is sufficient to absorb
probable loan losses. Management's evaluation of the adequacy of the reserve is
based on a review of BMJ's historical loss experience, known and inherent risks
in the loan portfolio, including adverse circumstances that may affect the
ability of the borrower to repay interest and/or principal, the estimated value
of collateral, and an analysis of the levels and trends of delinquencies,
charge-offs, and the risk ratings of the various loan categories. Such factors
as the level and trend of interest rates and the condition of the national and
local economies are also considered.

The reserve for loan losses is established through charges to earnings
in the form of a provision for loan losses. Increases and decreases in the
reserve due to changes in the measurement of the impaired loans are included in
the provision for loan losses. Loans continue to be classified as impaired
unless they are brought fully current and the collection of scheduled interest
and principal is considered probable.

When a loan or portion of a loan is determined to be uncollectible, the
portion deemed uncollectible is charged against the reserve and subsequent
recoveries, if any, are credited to the reserve.

6. Income Recognition on Impaired and Nonaccrual Loans

Loans, including impaired 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 in doubt. 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.
<PAGE>
While a loan is classified as nonaccrual and the future collectibility
of the recorded loan balance is doubtful, collections of interest and principal
are generally applied as a reduction to principal outstanding. When the future
collectibility of the recorded loan balance is expected, interest income may be
recognized on a cash basis. In the case where a nonaccrual loan had been
partially charged off, recognition of interest on a cash basis is limited to
that which would have been recognized on the recorded loan balance at the
contractual interest rate. Cash interest receipts in excess of that amount are
recorded as recoveries to the reserve for loan losses until prior charge-offs
have been fully recovered.

7. Other Real Estate

Other real estate acquired through foreclosure or acceptance of a deed
in lieu of foreclosure is carried at the lower of the recorded investment in the
loan or the 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.

In prior years, BMJ classified as other real estate certain loans
meeting the insubstance foreclosure criteria. Upon the adoption of FAS 114, BMJ
reclassified to loans insubstance foreclosed assets that were not in its
possession. Prior periods have been reclassified for comparative purposes.

8. 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.
<PAGE>

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, 1995 and September 30, 1996 and
material changes in its results of operations with respect to the three-month
and nine-month periods ended September 30, 1996 and 1995.

Earnings Performance

BMJ reported net income for the third quarter ended September 30, 1996
of $2.4 million, compared to net income for the third quarter of 1995 of $2.8
million. For the nine-months ended September 30, 1996, net income was $6.8
million compared to net income of $5.7 million for the comparable period of
1995.

On a per share basis, net income for the third quarter of 1996 was
$0.31, compared to net income of $0.36 for the third quarter of 1995. For the
nine-month period ended September 30, 1996, net income was $0.88, compared to
net income of $0.74 for the nine-month period ended September 30, 1995.

Net interest income for the third quarter ended September 30, 1996
amounted $7.7 million compared to $7.1 million for the third quarter of 1995.
For the nine-month period ended September 30, 1996, net interest income amounted
to $22.8 million versus $21.0 million for the nine-month period ended September
30, 1995. BMJ's taxable equivalent net interest margin remained strong at 5.24%
for the nine-month period ended September 30, 1996.

BMJ's pre-tax income for the third quarter ended September 30, 1996
totaled $3.7 million, an increase of 29.0% over the pre-tax income of $2.8
million reported for the third quarter of 1995. For the nine-month period ended
September 30, 1996, pre-tax income amounted to $10.5 million, an increase of
42.2% over the pre-tax income of $7.4 million reported for the comparable 1995
period.

Income tax expense for the quarter ended September 30, 1996 amounted to
$1.3 million, compared to $8 thousand for the third quarter of 1995. Income tax
expense for the nine-month period ended September 30, 1996 totaled $3.7 million
compared to $1.7 million for the comparable period of 1995.

As a result of significant tax loss carryback refund claims previously
filed by the Company, BMJ had been under examination by the Internal Revenue
Service ("IRS") for the taxable years 1989 through 1993. During the third
quarter of 1995, BMJ received the Revenue Agent's Report ("RAR") for the years
under audit and agreed to the examiner's findings. BMJ then evaluated its
reserves for income taxes based on acceptance of the RAR. As a result of this
review, income tax expense for the three-month and nine-month periods ended
September 30, 1995 was reduced by $1.0 million, representing the reversal of
previously accrued income taxes. BMJ believes that its remaining income tax
reserves are adequate to cover tax liabilities for all open years.

Total noninterest expenses for the third quarter of 1996 amounted to
$5.2 million, compared to total noninterest expenses of $5.3 million for the
1995 third quarter. For the nine-month period ended September 30, 1996, total
noninterest expenses amounted to $15.7 million, compared to total noninterest
expenses of $16.8 million for the first nine months of 1995.
<PAGE>
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.

BMJ's net interest income was $7.7 million for the third quarter of
1996 compared to $7.1 million for the third quarter of 1995. For the nine months
ended September 30, 1996, net interest income was $22.8 million compared to
$21.0 million for the comparable 1995 period.

The financial summary in Table 1 details yields and rates of major
interest-earning assets and interest-bearing liabilities for the nine-month
periods ended September 30, 1996 and 1995. Among other things, Table 1 shows
that the cost of interest-bearing deposits increased to 3.41% for the nine
months ended September 30, 1996 compared to 3.07% for the corresponding period
ended September 30, 1995. BMJ's net interest margin was 5.24% for the nine-month
period ended September 30, 1996 compared to 5.58% for the comparable 1995
period. This decrease of 34 basis points in BMJ's net interest margin is
primarily due to the increase in cost of interest-bearing liabilities outpacing
the increase in yields on interest-earning assets reflecting an increasingly
competitive market for customer deposits.

The impact of the narrower margin in 1996 was somewhat offset by a
$77.1 million increase in BMJ's average interest-earning assets from $514.4
million to $591.5 million. The improvement in the amount of net interest income
in the third quarter and first nine months of 1996 compared with the comparable
periods of 1995 is also partly attributable to the continuing reduction in BMJ's
level of nonperforming assets whereby the proceeds from sales of properties are
invested in interest-earning assets. BMJ's nonperforming assets at September 30,
1996 totaled $6.7 million, down from $7.7 million at December 31, 1995.

Noninterest Expense

Noninterest expense for the quarter ended September 30, 1996 was $5.2
million, compared to total noninterest expense of $5.3 million for the 1995
third quarter. For the nine-month period ended September 30, 1996, total
noninterest expense amounted to $15.7 million as compared with total noninterest
expense of $16.8 million for the first nine months of 1995. For the nine-month
period ended September 30, 1996, BMJ's efficiency ratio improved to 58.7% from
68.2% for the comparable 1995 period.

Other real estate expense decreased to $43 thousand for the quarter
ended September 30, 1996, compared to $113 thousand for the 1995 third quarter
and decreased to $145 thousand for the nine-month period ended September 30,
1996 compared to $403 thousand for the 1995 period. Other real estate expense
includes the costs to maintain repossessed properties such as real estate taxes,
insurance and general maintenance expenses. During the nine-month period ended
September 30, 1996, BMJ was able to reduce the net balance of its other real
estate to a net balance of $1.5 million at September 30, 1996 compared to the
net balance of $2.7 million at September 30, 1995 primarily through the sale of
properties.
<PAGE>
The other (or miscellaneous) noninterest expense category totaled $2.0
million for the quarter ended September 30, 1996 compared to $2.2 million for
the third quarter of 1995. For the nine-month period ended September 30, 1996,
other noninterest expense totaled $6.2 million compared to $7.1 million for the
nine-month period ended September 30, 1995. The most significant item
contributing to the 1996 decrease in this category compared to 1995 amounts was
the reduction in BMJ's premium for FDIC insurance.

In August 1995, the Federal Deposit Insurance Corporation ("FDIC")
approved a reduction in the premium banks pay for deposit insurance. For
well-capitalized institutions, the premium was reduced from $0.23 for every $100
of deposits to $0.04 for every $100 of deposits. BMJ's subsidiary, The Bank of
Mid-Jersey, is qualified as a well-capitalized institution. Following the FDIC's
confirmation that the Bank Insurance Fund had met its designated level of $1.25
per every $100 of insured deposits, it was announced that no premiums would be
assessed during 1996. As a result, BMJ's other noninterest expenses for the
nine-month period ended September 30, 1996 include no FDIC insurance premium
expenses compared to $492 thousand for the first nine months of 1995.

Balance Sheet Analysis

Total assets of BMJ amounted to $655.2 million at September 30, 1996,
increasing from $588.7 million at December 31, 1995. This increase is primarily
attributable to an increased level of total deposits at September 30, 1996
versus December 31, 1995. Total deposits of $537.2 million at September 30, 1996
represents a 10.8% increase from the $485.0 of total deposits at December 31,
1995. Through ongoing direct marketing programs and competitively priced deposit
products, it is BMJ's intention to increase its share of the retail deposits
market.

During 1996, BMJ continued to maintain its strong capital ratios and
balance sheet condition. Shareholders' equity amounted to $66.3 million at
September 30, 1996 compared to $65.6 million at December 31, 1995.

In addition, asset quality continued to improve as total nonperforming
assets at September 30, 1996 amounted to $6.7 million compared to $7.7 million
at December 31, 1995.

The following discussion addresses 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 $76.9 million at September 30, 1996 compared to
$64.6 million at December 31, 1995. The securities available for sale portfolio
is carried at fair value.

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 nine-month
periods ended September 30, 1996 and 1995.
<PAGE>
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 $98.9 million at
September 30, 1996 compared to $82.5 million at December 31, 1995. Table 1
provides information concerning average yields and balances of the securities
available for sale portfolio for the nine-month periods ended September 30, 1996
and 1995.
<PAGE>
<TABLE>
<CAPTION>
Table 1
Financial Summary
Averages Balances, Rates Paid and Yields (yields on a tax-equivalent basis)

(in thousands) Nine months ended September 30, 1996 Nine months ended September 30, 1995
------------------------------------ ------------------------------------
Yields Interest Yields Interest
Average or Income/ Average or Income/
Balance Rates Expense Balance Rates Expense
--------- ---- -------- -------- ---- -------
<S> <C> <C> <C> <C> <C> <C>
INTEREST-EARNING ASSETS Money market investments:
Time deposits with other banks $ - -% $ - $ 1,094 5.87% $ 48
Interest bearing deposits with other banks 532 5.01 20 545 5.40 22
Federal funds sold and repurchase agreements 4,142 5.27 164 6,150 5.93 273
Other short term investments 5,165 5.29 205 6,491 5.97 290
--------- ---- -------- -------- ---- -------
Total money market investments 9,839 5.27 389 14,280 5.93 633

Securities available for sale:
U.S. Treasury securities 2,264 5.59 95 3,253 4.64 113
U.S. government agencies and corporations 68,184 6.81 3,486 5,577 6.57 274
States and political subdivisions 9,256 6.02 418 4,784 6.40 229
Other securities - - - - - -
--------- ---- -------- -------- ---- -------
Total securities available for sale 79,704 6.68 3,999 13,614 6.05 616

Securities held to maturity:
U.S. Treasury securities 5,092 6.70 256 18,584 5.68 790
U.S. government agencies and corporations 75,085 5.96 3,362 88,760 5.61 3,723
States and political subdivisions 6,215 6.69 312 4,372 8.50 278
Other securities 3,425 6.22 160 1,322 6.78 67
--------- ---- -------- -------- ---- -------
Total securities held to maturity 89,817 6.07 4,090 113,038 5.75 4,858
Loans, net of unearned income 412,105 8.89 27,513 373,512 8.94 24,964
--------- ---- -------- -------- ---- -------
Total interest-earning assets $ 591,465 8.11% $ 35,991 $514,444 8.08% $31,071
========= ==== ======== ======== ==== =======
FUNDING SOURCES
Deposits:
Savings and interest checking $ 261,011 2.16% $ 4,230 $257,393 2.20% $ 4,228
Certificates of deposit of $100,000 or more 25,989 5.40 1,054 8,423 5.40 340
Other time deposits 155,468 5.16 6,026 121,416 4.77 4.332
--------- ---- -------- -------- ---- -------
Total interest-bearing deposits 442,468 3.41 11,310 387,232 3.07 8,900

Securities sold under agreements to repurchase 15,537 4.29 500 15,118 4.86 550
Other borrowed funds 8,664 5.64 367 176 4.56 6
Other debt 11,121 6.61 552 2,792 7.45 156
--------- ---- -------- -------- ---- -------
Total interest-bearing liabilities 477,790 3.55 12,729 405,318 3.17 9,612
Portion of noninterest-bearing funding sources 113,675 - - 109,126 - -
---------- ----- -------- --------- ---- --------
Total funding sources $ 591,465 2.87% $ 12,729 $514,444 2.50% $ 9,612
========= ==== ======== ======== ==== =======
Net interest margin and net interest income 5.24% $ 23,262 5.58% $ 21,459
==== ======== ==== ========
</TABLE>
<PAGE>
Loan Portfolio

BMJ's loan portfolio amounted to $436.4 million at September 30, 1996
increasing from $399.4 million at December 31, 1995.

The following table provides a comparative analysis of the loan
portfolio composition:
<TABLE>
<CAPTION>

(in thousands) September 30, December 31,
1996 1995
-------- --------
<S> <C> <C>
Commercial, financial and agricultural $ 33,482 $ 24,869
Real estate - mortgage 311,959 295,535
Real estate - construction 24,889 32,439
Consumer 66,090 46,521
-------- --------
$436,420 $399,364
======== ========
</TABLE>
Substantially all of BMJ's lending activity is to customers, or
collateralized by property, located within Mercer, Burlington and Ocean counties
in New Jersey. Of the portfolio as a whole, at September 30, 1996, approximately
76% of BMJ's loans are collateralized by real estate and approximately 18% are
residential loans.

Nonperforming Assets

Nonperforming assets, as summarized in the table below, consist of
nonperforming loans, impaired loans and net other real estate owned.
<TABLE>
<CAPTION>
(in thousands) September 30, December 31,
1996 1995
------- -------
<S> <C> <C>
Nonperforming Loans:
Loans past due 90 days or
more and accruing $ 205 $ -
Nonaccrual loans 3,410 6,041
Restructured loans 1,589 -
------- -------
Total nonperforming loans 5,204 6,041
------- -------

Other Real Estate:
Other real estate 1,650 1,963
Loss reserve (147) (277)
------- -------
Total other real estate, net 1,503 1,686
------- -------
Total Nonperforming Assets $ 6,707 $ 7,727
======= =======
</TABLE>
<PAGE>
Nonperforming loans include nonaccrual loans, impaired 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 1.2% as of September 30, 1996 and 1.5% as of
December 31, 1995. The decline in nonaccrual loans is attributable to increased
collections, transfers to other real estate and charge-offs.

Potential problem loans consist of loans which are included in
performing loans at September 30, 1996, 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 September 30, 1996,
such potential problem loans amounted to approximately $1.1 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.

On January 1, 1995, BMJ adopted FAS No. 114, "Accounting be Creditors
for Impairment of a Loan" and FAS No. 118. "Accounting by Creditors for
Impairment of a Loan - Income Recognition and Disclosure". FAS No. 114 provides
guidelines for measuring impairment losses on loans. A loan is considered to be
impaired, based on current information and events, if it is probable that BMJ
will be unable to collect the scheduled payments of principal and interest when
due according to the contractual terms of the loan agreement. The measurement of
impaired loans is generally based upon the present value of expected future cash
flows discounted at the loan's historical effective interest rate except that
all collateral-dependent loans are measured for impairment based on the fair
value of the collateral. 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.

At September 30, 1996, BMJ's recorded investment in loans for which
impairment has been recognized in accordance with FAS 114 amounted to $5.8
million. The reserve for loan losses of $9.3 million at September 30, 1996
includes reserves of $1.3 million applicable to such impaired loans. All of
these loans were valued using the fair value of collateral method. The remaining
reserve for loan losses, totaling $8.0 million at September 30, 1996, is
available to absorb losses in BMJ's entire loan portfolio. During the nine-month
period ended September 30, 1996, the average recorded investment in impaired
loans was approximately $6.6 million. Interest income recognized on total
impaired loans during the nine-month period ended September 30, 1996 was
approximately $254 thousand.

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.
<PAGE>
Reserve for Loan Losses

At September 30, 1996, the reserve for loan losses totaled $9.3 million
compared to $10.1 million at December 31, 1995. The ratio of the reserve for
loan losses to total loans at September 30, 1996 was 2.14% versus 2.53% at
December 31, 1995. 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 September 30, 1996.
<TABLE>
<CAPTION>
Nine months ended
-----------------------------
(in thousands) September 30 September 30
1996 1995
--------- ---------
<S> <C> <C>
Reserve balance, beginning of year ..................... $ 10,099 $ 12,485
Gross charge-offs ...................................... (1,812) (1,142)
Less: recoveries ....................................... 952 1,460
--------- ---------
Net charge-offs (recoveries) ........................... 860 (318)
Provision charged to operations ........................ 95 --
--------- ---------
Reserve balance, end of period ......................... $ 9,334 $ 12,803
========= =========

Loans, end of period ................................... $ 436,420 $ 381,207
Average loans outstanding .............................. $ 412,105 $ 373,512
Ratio of net charge-offs to average loans outstanding .. .21% (.09%)
Ratio of reserve for loan losses to nonperforming loans 179.36% 203.22%
Ratio of reserve for loan losses to loans, end of period 2.14% 3.36%
</TABLE>

Management has adopted a reserve methodology consistent with the
provisions of FAS 114 for the assessment of all loans including residential real
estate mortgages and consumer loans. This methodology assigns reserves based
upon credit risk ratings 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 nine-month period ended September
30, 1996 totaled $1.8 million. 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 $952 thousand on previously charged-off loans during the
nine-month period ended September 30, 1996 compared with $1.5 million for the
first nine months of 1995.
<PAGE>
The distribution of the reserve for loan losses and the percentage of
loans in each category to total loans at September 30, 1996 is illustrated in
the following table. The allocated reserve includes both the specific reserve as
calculated under FAS 114 and the general reserve as calculated under Statement
of Financial Accounting Standards No. 5, "Accounting for Contingencies".
<TABLE>
<CAPTION>
Allocation of the Reserve for Loan Losses
September 30, 1996

(in thousands) % of Loans
Reserve in Each Category
Amount to Total Loans
------ --------------
<S> <C> <C>
Domestic:
Commercial, financial and agricultural .... $1,028 7.67%
Real estate - mortgage .................. 6,186 71.48
Real estate - construction .............. 960 5.70
Consumer .................................. 420 15.15
Unallocated .................................... 740 --
------ -----
$9,334 100.00%
====== ======
</TABLE>

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 increased to $537.2 million at September 30, 1996
compared to $485.0 million at December 31, 1995.

Table 1 provides information concerning average rates and balances of
BMJ's interest-bearing deposits for the nine-month periods ended September 30,
1996 and 1995. Among other things, Table 1 shows that as a result of the
increasing interest rate environment during 1996, the average rate paid on BMJ's
average interest-bearing deposit balances increased to 3.41% for the nine-month
period ended September 30, 1996 from 3.07% for the comparable 1995 period.
<PAGE>
Federal Funds Purchased and Other Borrowed Funds

Federal Funds purchased and other borrowed funds at September 30, 1996
includes Federal funds purchased of $3.7 million and a short-term advance of
$10.5 million from the Federal Home Loan Bank. These borrowings provide an
additional source of funds to support BMJ's securities portfolio and loan
portfolio growth. As indicated in Table 1, the average balance of Federal funds
purchased and other borrowed funds increased from $176 thousand for the
nine-month period ended September 30, 1995 to an average balance of $8.7 million
for the comparable 1996 period. The average cost increased by 108 basis points
during 1996 to 5.64% compared to 4.56% in 1995 due to the higher level of market
interest rates in 1996.

Capital

BMJ and Summit Bancorp ("Summit") announced the signing of an agreement
on August 29, 1996 under which Summit will acquire BMJ in an exchange of stock.

BMJ's capital management objectives are to maintain a strong capital
base while also maximizing shareholder value. The following table provides
selected shareholders' equity ratios at September 30, 1996 and December 31,
1995.
<TABLE>
<CAPTION>
(in thousands) September 30, December 31,
1996 1995
---- ----
<S> <C> <C>
Shareholders' equity $ 66,322 $ 65,622
Shareholders' equity to assets ratio 10.12% 11.15%
Book value per share $ 8.83 $ 8.62
</TABLE>

The decrease in BMJ's equity ratio from December 31, 1995 resulted from
the repurchase of common stock, payment of cash dividends as well as asset
growth. In January 1996, the Board of Directors authorized the repurchase of up
to 5% of BMJ's common stock at management's discretion, either on a privately
negotiated basis or on the open market. As of September 30, 1996, BMJ had
repurchased 178,000 shares under this authorization. As a result of the Summit
agreement, no additional share repurchases are expected to be made.
<PAGE>
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:
<TABLE>
<CAPTION>
September 30, 1996 December 31, 1995
----------------------------------- -----------------------------------
Total Tier 1 Total Tier 1
Risk-Based Risk-Based Risk-Based Risk-Based
Capital Ratio Capital Ratio Capital Ratio Capital Ratio
<S> <C> <C> <C> <C>
B.M.J.Financial Corp. 15.09% 13.83% 16.05% 14.19%
The Bank of Mid-Jersey 14.02% 12.76% 14.17% 12.90%
</TABLE>

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 leverage ratios of at
least 3%; all other institutions are required to maintain higher levels of
capital depending on their condition.

The leverage ratios of BMJ and Mid-Jersey were as follows on the dates
shown:
<TABLE>
<CAPTION>
Leverage Ratio at Leverage Ratio at
September 30, 1996 December 31, 1995
------------------ -----------------
<S> <C> <C>
B.M.J.Financial Corp. 10.14% 10.87%
The Bank of Mid-Jersey 9.48% 10.18%
</TABLE>

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.

As a result of BMJ's strong capital ratios and continued earnings
progress, the payment of quarterly dividends to shareholders was resumed during
1995 at the level of $.05 per share. During the fourth quarter of 1995, BMJ
announced a 50% increase in the amount of the quarterly cash dividend to $.075
per share. In April, BMJ announced a quarterly cash dividend of $.10 per share
that was paid on July 1, 1996. On August 29, BMJ announced a quarterly cash
dividend of $0.20 per share to shareholders of record on September 15, 1996 that
was paid on October 1, 1996.
<PAGE>
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, 1996, the amount
of retained earnings of Mid-Jersey available for declaration of dividends to BMJ
was $19.0 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 September 30, 1996, BMJ had a total of $101.7 million or 15.5% of
total assets in cash and cash equivalents, and securities available for sale,
representing its primary sources of liquidity, as compared to $90.2 million or
15.3% of assets at December 31, 1995. 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 8.1% of total liabilities at September 30, 1996 and 5.1% of
total liabilities at December 31, 1995. Management believes there is substantial
room to increase these funding sources if necessary to meet its liquidity needs.
The Bank of Mid-Jersey joined the Federal Home Loan Bank system during 1995 and
has established a line of credit of approximately $71.9 million with the Federal
Home Loan Bank of New York to further support and enhance liquidity. At
September 30, 1996, approximately $26.5 million was outstanding against this
line of credit. In addition, Mid-Jersey currently has a $5.0 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 $709 thousand to $24.9 million at September 30, 1996.
This decrease reflected net cash of $8.5 million provided by operating
activities and $60.0 million of net cash provided by financing activities offset
by $69.2 million of net cash used in investing activities. Cash generated by
operating activities reflected BMJ's net income of $6.8 million adjusted for
noncash charges and credits. Cash provided by financing activities primarily
reflected the net increases in certificates of deposit partly offset by the
purchase of treasury stock and repayments of capital notes and long term debt.
Cash used in investing activities was primarily for the purchase of the
securities available for sale and the net increase in loans, offset in part by
the proceeds from maturities of securities available for sale and the proceeds
from maturities of securities held to maturity.
<PAGE>
At September 30, 1996, B.M.J. Financial Corp., the parent company, had
a total of $2.1 million in cash and cash equivalents and $3.8 million in
available-for-sale securities, which serve as the parent company's primary
sources of liquidity. The parent company does not maintain lines of credit or
other borrowing arrangements. B.M.J. Financial Corp. 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 subsidiary bank basis. Funding positions are kept within
established policy limits designed to maintain reasonable risk levels and
adequate liquidity.

In order to measure the effects 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.

As a financial institution, BMJ entails a degree of interest rate risk
as a provider of banking services to its customers. BMJ does not use derivative
interest rate contracts, such as interest rate swaps, caps or floors, to manage
interest rate risk. In the event BMJ's computer model indicates an unacceptable
level of risk, BMJ could undertake a number of actions that would reduce this
risk, including the sale of a portion of its available-for-sale securities
portfolio.
<PAGE>

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) Exhibits

11. Statement Regarding Computation of Per Share Earnings
27. Financial Data Schedule

(b) Reports on Form 8-K

BMJ filed a current report on Form 8-K with the Securities
and Exchange Commission on September 16, 1996. The report
included as exhibits thereto the Agreement and Plan of
Merger, dated August 28, 1996, between B.M.J. Financial
Corp. And Summit Bancorp; the B.M.J. Financial Corp. Stock
Option Agreement, dated August 29, 1996, by and between
B.M.J. Financial Corp. And Summit Bancorp; and a News
Release dated August 29, 1996 announcing the agreement and
plan of merger.
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.

B.M.J. Financial Corp.
(Registrant)

Date 11/04/96 By /s/E. Jack Elias
----------------
E. Jack Elias
President

Date 11/04/96 /s/Joseph M. Reardon
--------------------
Joseph M. Reardon
Chief Financial Officer

<TABLE>
<CAPTION>
EXHIBIT 11. STATEMENT REGARDING COMPUTATION OF PER SHARE INCOME

B.M.J. Financial Corp.
Computation of Earnings Per Common Share
on Primary and Fully Diluted Basis

Three Months Ended Nine Months Ended
September 30, September 30,
--------------------------- ---------------------------
1996 1995 1996 1995
---------- ---------- ---------- ----------
(In thousands except for number
of shares and per share amounts)
<S> <C> <C> <C> <C>
Net income for computation of primary earnings per share ....... $ 2,379 $ 2,821 $ 6,783 $ 5,722
========== ========== ========== ==========

Weighted average outstanding common shares for
computation of primary earnings per share ................. 7,518,451 7,606,412 7,568,947 7,601,773

Additional common stock equivalents ............................ 93,433 115,951 61,118 98,174
---------- ---------- ---------- ----------
Adjusted average outstanding shares for
computation of primary earnings per share ................. 7,611,884 7,722,363 7,630,065 7,699,947
========== ========== ========== ==========

Primary earnings per share ..................................... $ 0.31 $ 0.37 $ 0.89 $ 0.74
========== ========== ========== ==========

Net income ..................................................... $ 2,379 $ 2,821 $ 6,783 $ 5,722

Adjustment to interest expense for reduction of
existing debt, net of tax effect .......................... 0 33 0 99
---------- ---------- ---------- ----------
Net income, as adjusted, for computation of
fully diluted earnings per share .......................... $ 2,379 $ 2,854 $ 6,783 $ 5,821
========== ========== ========== ==========

Weighted average outstanding common shares ..................... 7,518,451 7,606,412 7,568,947 7,601,773

Additional shares issued assuming conversion of
convertible capital notes and exercise of stock options.... 153,859 312,535 135,863 309,441
---------- ---------- ---------- ----------

Adjusted average outstanding shares for computation of
fully diluted earnings per share .......................... 7,672,310 7,918,947 7,704,810 7,911,214
========== ========== ========== ==========

Fully diluted earnings per share ............................... $ 0.31 $ 0.36 $ 0.88 $ 0.74
========== ========== ========== ==========
</TABLE>

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