<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended September 30, 1994
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OR
() TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from to
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Commission File Number: O-19065
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Sandy Spring Bancorp, Inc.
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(Exact name of registrant as specified in its charter)
Maryland 52-1532952
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(State of incorporation) (I.R.S. Employer Identification Number)
17801 Georgia Avenue, Olney, Maryland 20832 301-774-6400
- - ------------------------------------- ------ --------------
(Address of principal office) (Zip Code) (Telephone Number)
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
filing requirements for the past 90 days.
YES X NO
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The number of shares of common stock outstanding as of October 21, 1994 is
2,130,869 shares.
<PAGE>
SANDY SPRING BANCORP
INDEX
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PAGE
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Consolidated Balance Sheets at
September 30, 1994 and December 31, 1993. . . . . . . . . . . . . . . . . 1
Consolidated Statements of Income for the
Periods Ended September 30, 1994 and 1993 . . . . . . . . . . . . . . . . 2
Consolidated Statements of Cash Flows for
the Periods Ended September 30, 1994 and 1993 . . . . . . . . . . . . . . 3
Notes to Consolidated Financial Statements. . . . . . . . . . . . . . . . 5
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS. . . . . . . . . . 6
PART II - OTHER INFORMATION ......NONE
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
Sandy Spring Bancorp and Subsidiary
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except per share data)
<TABLE>
<CAPTION>
Sept. 30, December 31,
1994 1993
- - --------------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
Cash and due from banks $32,833 $29,595
Interest-bearing deposits with banks 140 12,076
Federal funds sold 9,113 23,385
Residential mortgage loans held for sale -- 6,979
Investments available-for-sale (at fair value) 159,056 234,964
Investments held-to-maturity -- fair value of 168,230 70,125
$164,202 (1994) and $72,032 (1993)
Other equity securities 3,965 3,924
Total Loans 352,968 324,372
Less: Allowance for credit losses (6,378) (6,177)
-------- --------
Loans, net 346,590 318,195
Premises and equipment, net 14,537 13,914
Accrued interest receivable 5,353 4,631
Other real estate owned 282 1,387
Other assets 3,700 3,290
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TOTAL ASSETS $743,799 $722,465
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-------- --------
LIABILITIES
Noninterest-bearing deposits $100,915 $ 99,899
Interest-bearing deposits 535,001 522,157
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Total deposits 635,916 622,056
Short-term borrowings 38,944 27,307
Long-term borrowings 2,186 2,206
Accrued interest, taxes and other liabilities 384 4,505
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TOTAL LIABILITIES 677,430 656,074
STOCKHOLDERS' EQUITY
Common stock -- par value $1.00; shares authorized
6,000,000;shares issued and outstanding 2,130,869 (1994) 2,131 2,110
and 2,110,244 (1993)
Surplus 26,890 26,100
Retained earnings 39,522 35,223
Net unrealized gain (loss) on investments available-for-sale (2,174) 2,958
-------- --------
TOTAL STOCKHOLDERS' EQUITY 66,369 66,391
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $743,799 $722,465
-------- --------
-------- --------
</TABLE>
See Notes to Consolidated Financial Statements.
1
<PAGE>
Sandy Spring Bancorp and Subsidiary
CONSOLIDATED STATEMENTS OF INCOME
(Dollars in thousands, except per share data)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
-------------------- ----------------------
1994 1993 1994 1993
- - ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Interest income:
Interest and fees on loans $6,967 $5,978 $19,811 $17,638
Interest on loans held for sale - 63 57 205
Interest on deposits with banks 2 83 35 163
Interest and dividends on securities:
Taxable 3,745 3,090 10,479 9,558
Nontaxable 1,001 1,081 3,082 3,177
Interest on federal funds sold 90 141 364 505
------- ------- ------- -------
TOTAL INTEREST INCOME 11,805 10,436 33,828 31,246
Interest Expense:
Interest on deposits 4,515 4,249 13,124 12,748
Interest on short-term borrowings 249 129 604 373
Interest on long-term borrowings 36 68 107 117
------- ------- ------- -------
TOTAL INTEREST EXPENSE 4,800 4,446 13,835 13,238
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NET INTEREST INCOME 7,005 5,990 19,993 18,008
Provision for Credit Losses -- 200 160 800
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NET INTEREST INCOME AFTER PROVISION
FOR CREDIT LOSSES 7,005 5,790 19,833 17,208
Non-Interest Income:
Securities gains 2 127 54 263
Service charges on deposit accounts 574 506 1,697 1,449
Gains on mortgage sales -- 225 164 704
Other income 410 362 1,317 1,064
------- ------- ------- -------
TOTAL NON-INTEREST INCOME 986 1,220 3,232 3,480
Non-Interest Expenses:
Salaries and employee benefits 2,669 2,266 8,287 6,613
Occupancy expense of premises 460 409 1,371 1,169
Equipment expenses 364 323 1,081 906
Other expenses 1,368 1,145 4,032 3,671
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TOTAL NON-INTEREST EXPENSES 4,861 4,143 14,771 12,359
------- ------- ------- -------
Income Before Income Taxes 3,130 2,867 8,294 8,329
Income Tax Expense 919 771 2,320 2,223
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NET INCOME $2,211 $2,096 $5,974 $6,106
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------- ------- ------- -------
PER SHARE DATA:
Net Income $1.04 $1.02 $2.82 $2.98
Dividends Declared 0.27 0.26 0.79 0.72
</TABLE>
See Notes to Consolidated Financial Statements.
2
<PAGE>
Sandy Spring Bancorp and Subsidiary
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
<TABLE>
<CAPTION>
Nine Months Ended
Sept. 30,
------------------
1994 1993
- - -------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Cash Flows from Operating Activities:
Net Income $5,974 $6,106
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 1,038 772
Provision for credit losses 160 800
Deferred income taxes (231) (348)
Origination of loans held for sale (8,508) (29,293)
Proceeds from sales of loans held for sale 15,651 32,320
Gains on sales of loans held for sale (164) (704)
Securities gains (54) (146)
Net change in:
Accrued interest receivable (730) (214)
Accrued income taxes (215) (721)
Other accrued expenses (1,000) (724)
Other -- net 189 221
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NET CASH PROVIDED BY OPERATING ACTIVITIES 12,110 8,069
Cash Flows from Investing Activities:
Net (increase) decrease in interest-bearing deposits with banks 11,936 (11,970)
Purchases of investment securities -- (55,219)
Purchases of investments held-to-maturity (56,191) --
Origination of investments held for sale -- (15,928)
Purchases of investments available-for-sale (65,781) --
Proceeds from sales of investments held for sale -- 5,685
Proceeds from sales of investment available-for-sale 23,095 --
Proceeds from maturities and principal payments of investment securities -- 59,837
Proceeds from maturities of investments held-to-maturity 11,286 --
Proceeds from maturities and principal payments of investments available-for-sale 56,539 --
Proceeds from sales of other real estate owned 1,497 748
Net increase in loans receivable (28,919) (18,677)
Expenditures for premises and equipment (1,619) (1,517)
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NET CASH USED BY INVESTING ACTIVITIES (48,157) (37,041)
Cash Flows from Financing Activities:
Net increase in demand and savings accounts 14,237 18,516
Net decrease in time and other deposits (377) (6,439)
Net increase in short-term borrowings 12,036 14,362
Proceeds from long-term borrowings -- 2,020
Retirement of long-term borrowings (19) (18)
Proceeds from issuance of common stock 811 653
Dividends paid (1,675) (1,477)
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NET CASH PROVIDED BY FINANCING ACTIVITIES 25,013 27,617
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NET DECREASE IN CASH AND CASH EQUIVALENTS (11,034) (1,355)
Cash and Cash Equivalents at Beginning of Period 52,980 44,628
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CASH AND CASH EQUIVALENTS AT END OF PERIOD* $41,946 $43,273
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</TABLE>
3
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Sandy Spring Bancorp and Subsidiary
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(Dollars in thousands)
<TABLE>
<CAPTION>
Nine Months Ended
Sept. 30,
1994 1993
- - --------------------------------------------------------------------------------
<S> <C> <C>
Supplemental Disclosures
Interest payments $13,451 $13,701
Income tax payments $2,614 $3,280
Noncash Investing Activities
Transfers from loans to other real estate owned $323 $0
Transfers from investments available-for-sale
to investments held-to-maturity $54,664 --
Unrealized loss on investments available-for-sale
net of deferred tax effect of $(3,229) $(5,132) --
</TABLE>
*Cash and cash equivalents include amounts of "Cash and due from banks" and
"Federal funds sold" on the Consolidated Balance Sheets.
See Notes to Consolidated Financial Statements.
4
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - GENERAL
The foregoing financial statements are unaudited; however, in the opinion
of management, all adjustments (comprising only normal recurring accruals)
necessary for a fair presentation of the results of the interim periods have
been included. These statements should be read in conjunction with the
financial statements and accompanying notes included in Sandy Spring Bancorp's
1993 Annual Report to Shareholders. The results shown in this interim report
are not necessarily indicative of results to be expected for the full year 1994.
The accounting and reporting policies of Sandy Spring Bancorp conform to
generally accepted accounting principles and to general practice within the
banking industry. Certain reclassifications have been made to amounts previously
reported to conform with current classifications.
Consolidation has resulted in the elimination of all significant
intercompany accounts and transactions.
NOTE 2 - ACCOUNTING STANDARD PERTAINING TO ACCOUNTING FOR CERTAIN INVESTMENTS
As of December 31, 1993, the Company adopted Statement of Financial
Accounting Standards No. 115 which established new classifications and criteria
pertaining to accounting for securities (see Note 1 of Notes to the Consolidated
Financial Statements contained in the Company's 1993 Annual Report to
Shareholders).
NOTE 3 - NET INCOME PER COMMON SHARE
Net income per common share is based on the weighted average number of
shares outstanding which was, for the third quarter, 2,127,502 in 1994 and
2,057,480 in 1993 and, for the first nine months, 2,120,720 in 1994 and
2,052,237 in 1993.
5
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
(Consolidated basis, dollars in thousands except per share data)
A. FINANCIAL CONDITION
GENERAL
The Company's total assets were $743,799 at September 30, 1994, compared to
$722,465 at December 31, 1993, a $21,334 or 3.0% increase in the first nine
months of 1994.
Earning assets rose $17,647 or 2.6% to $693,472 at September 30, 1994 from
$675,825 at December 31, 1993. Total loans increased $28,596 to $352,968 for
the first nine months of 1994 while the balance in the residential mortgage
loans held for sale portfolio, which stood at $6,979 on December 31, 1993, was
liquidated during the period. In the second quarter, facing weak overall loan
demand, management began retaining residential mortgage loan originations which
previously had been sold in the secondary market. As 1994 has progressed,
commercial loan demand has increased, principally in commercial real estate,
reflecting entry into the markets opened up by the First Montgomery Bank merger
in December 1993. Interest-bearing deposits with banks decreased $11,936 to
$140, as funds considered excess liquidity earlier in 1994 were then reinvested
in medium term securities at more attractive rates. The investment portfolio,
which consists of investments available-for-sale and held-to-maturity as well as
other equity securities, rose $22,238 during the period from $309,013 to
$331,251. At December 31, 1993, the Bank evaluated its portfolio in accordance
with Statement of Financial Accounting Standards (FASB) No. 115 and classified
$234,964 of its investments as available-for-sale, $70,125 as held-to-maturity
and $3,924 as other equity securities. In the second quarter, securities with a
fair value of $54,664 were transferred from the available-for-sale category to
the held-to-maturity category. In accordance with FASB 115, a total of $1,839
of unrealized loss on the securities transferred is being amortized over the
remaining life of the securities. This unrealized loss is a component of
stockholders' equity. Federal funds sold fell $14,272 to $9,113 with the funds
used for liquidity purposes.
Growth in total deposits for the nine months ended September 30, 1994
amounted to $13,860, representing an increase of 2.2%, principally in core
deposits (defined to include all deposits, except time deposits of $100,000 or
more), to $635,916. Core deposits were 87.3% of earning assets at September 30,
1994. Short-term borrowings rose $11,637 or 42.6% during the first nine months
of 1994 as part of loan growth was funded by advances from the Federal Home Loan
Bank of Atlanta while repurchase agreements associated with business accounts
rose $4,244. Accrued interest, taxes and other liabilities decreased $4,121 to
$384, primarily attributable to the deferred tax effects of unrealized gains and
losses on investments available-for-sale from December 31, 1993 to September 30,
1994.
LIQUIDITY AND INTEREST RATE SENSITIVITY
The Company's liquidity position, including borrowing capacity with the
Federal Home Loan Bank of Atlanta, exceeds anticipated short and long term
funding needs at September 30, 1994. Loan growth exceeded deposit growth during
the first nine months of 1994, posting increases of $28,596 for loans versus
$13,675 for core deposits, necessitating use of liquid assets and short-term
borrowings from the Federal Home Loan Bank of Atlanta to fund loans, as
discussed above. The Company is managing this situation by increasing deposit
rates and is prepared to borrow more funds in the future if needed.
6
<PAGE>
Funds available at September 30, 1994 to meet loan demand and potential
deposit outflows consisted primarily of cash and cash equivalents, interest-
bearing deposits with banks, maturities of investments held-to-maturity due
within one year and investments available-for-sale and totaled $256,925 or 34.5%
of total assets. Excluding investments available-for-sale, which have
experienced depreciation in value due to higher rates, funds available become
$97,869 or 13.2% of total assets, a position that may portend further borrowing
for liquidity in future periods.
At September 30, 1994, the Company had a nearly matched position of rate
sensitive assets to liabilities, cumulative to one year, indicating the
assumption of relatively low interest rate risk. The Company's interest rate
risk profile, measured on both a short and long-term basis, is being managed
within parameters established by the Board of Directors.
CAPITAL MANAGEMENT
The Company recorded a total risk-based capital ratio of 18.38% at
September 30, 1994 compared to 17.74% at December 31, 1993; a Tier 1 risk-based
capital ratio of 17.13% compared to 16.48%; and a capital leverage ratio of
9.33% compared to 9.48%. Capital adequacy, as measured by these ratios, was
well above regulatory requirements.
Stockholders' equity of $66,369 at September 30, 1994 was down from $66,391
at December 31, 1993. The decline is attributable to a $5,132 swing from net
unrealized gain to net unrealized loss on securities available -for-sale over
the period, reflecting lower market valuations in a higher rate environment.
Internal capital generation provided $4,299 in additional equity during the
first nine months of 1994, occurring at an annualized rate of 8.8% versus 10.3%
for the year ended December 31, 1993. External capital formation amounted to
$811 for the nine month period ended September 30, 1994, resulting from issuance
of 12,324 shares under the dividend reinvestment plan, 4,950 shares through
employee related programs and 3,356 shares through stock option exercises.
Dividends for the first three quarters of the year totaled $1,675 or $0.79
per share in 1994 compared to $1,477 or $0.72 per share in 1993, for dividend
payout to net income ratios of 28.0% and 24.2%, respectively.
B. RESULTS OF OPERATIONS - 9 MONTHS ENDED SEPT. 30, 1994 AND 1993
GENERAL
Net income for the first nine months of the year declined 2.2% or $132 in
1994, to $5,974 ($2.82 per share) from $6,106 ($2.98 per share) recorded in the
first nine months of 1993. During the first quarter of 1994, the Company had a
non-recurring expense, after tax, of approximately $178 ($0.08 per share)
attributable to the accounting recognition of special early retirement benefits
extended to certain long term employees.
Net income equates to an annualized return on average assets of 1.12% for
the nine months ended September 30, 1994 versus 1.28% for the comparable period
in 1993 and returns on average equity of 12.21% versus 14.24% for the respective
periods.
NET INTEREST INCOME
Net interest income was $19,993 for the nine months ended September 30,
1994, an increase of 11.0% over $18,008 for the same period in 1993, as a
decline in net interest spread to 3.70% from 3.85% (down 15 basis points) was
more than offset by a higher volume of earning assets.
7
<PAGE>
Tax-equivalent interest income for the first nine months of 1994 was $2,525
or 7.7% over that achieved in the comparable period of 1993. Average earning
assets rose 12.5% in the year to year comparison while the average yield earned
on those assets declined by 31 basis points.
Comparing the first nine months of 1994 versus the same period of 1993,
average loans grew 18.5% to $328,651 (48.7% of average earning assets) while
experiencing a 45 basis point decline in average yield. Most of the increase in
loans outstanding involved the commercial sector of the portfolio, reflecting in
part the merger with First Montgomery Bank effective December 1, 1993. Average
investments rose 21.3% to $330,868 (49.0% of average earning assets) and
recorded a 63 basis point decrease in average yield.
First nine months' interest expense increased $597 or 4.5%, as a net result
of 9.6% higher average interest-bearing liabilities and a 16 basis point decline
in average rate paid.
Declines in the net interest margin and spread for the first nine months of
1994 versus the comparable period of 1993 were 11 and 15 basis points,
respectively.
CREDIT RISK MANAGEMENT
Provisions for credit losses are recorded when necessary to increase the
allowance for credit losses to amounts deemed appropriate by management. The
provision for credit losses for the first nine months of 1994 was $160,
significantly below the provision for the first nine months of 1993 due to
improved asset quality measures. Nonperforming loans to total loans dropped to
0.57% from 1.06% at December 31, 1993. Nonperforming assets, expressed as a
percentage of total loans plus other real estate owned, fell significantly to
0.65% at September 30, 1994 from 1.48% at December 31, 1993. At September 30,
1994, the allowance for credit losses was 1.81% of total loans, slightly below
1.90% reported at December 31, 1993. The allowance for credit losses covered
total nonperforming loans by more than three times at September 30, 1994, versus
coverage of less than two times at December 31, 1993.
Net recoveries of $41 were recorded for the first nine months of 1994.
There were net recoveries of $190 a year earlier. At September 30, 1994,
commercial construction and development credits, considered to be a higher risk
category of loans, comprised only 2.4% of total loans, while traditional first
and second home mortgages, generally considered to be a lower risk category,
amounted to 34.3%.
NON-INTEREST INCOME AND EXPENSES
Non-interest income for the first nine months of 1994 decreased to $3,232
in 1994 from $3,480 in 1993, reflecting $540 less in gains on mortgage sales
achieved in 1994 as rising interest rates adversely affected both loan
production and the secondary market for residential mortgages. This development
overshadowed growth in service charge income (up $248 or 17.1%) reflecting
additional deposit accounts and a rise in commissions and fees from trust
services, annuity sales and servicing of mortgages sold (aggregate increase of
$167 or 29.1%). Securities gains were $54 and $263 for the first nine months
of 1994 and 1993, respectively. Included in the 1993 gains was $117 which
represented the reversal of a prior year valuation allowance.
8
<PAGE>
ANALYSIS OF CREDIT RISK
(Dollars in thousands)
Activity in the allowance for credit losses is shown below:
<TABLE>
<CAPTION>
9 Months Ended 12 Months Ended
Sept. 30, 1994 December 31, 1993
- - -----------------------------------------------------------------------------------------------
<S> <C> <C>
Balance, January 1 $6,177 $3,816
Provision for credit losses 160 950
Allowance from merger transaction -- 1,158
Loan charge-offs:
Real estate-mortgage (135) 0
Real estate-construction 0 0
Consumer (25) (104)
Commercial (70) (29)
--------------- ---------------
Total charge-offs (230) (133)
Loan recoveries:
Real estate-mortgage 16 54
Real estate-construction 0 0
Consumer 32 79
Commercial 223 253
--------------- ---------------
Total recoveries 271 386
--------------- ---------------
Net recoveries 41 253
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BALANCE, PERIOD END $6,378 $6,177
--------------- ---------------
--------------- ---------------
Net recoveries (charge-offs) to average
loans (1994 annualized) 0.02% 0.09%
Allowance to total loans 1.81% 1.90%
Balance sheet risk inherent in the lending function is presented as follows at the dates indicated:
Sept. 30, December 31,
1994 1993
- - ----------------------------------------------------------------------------------------------------
Non-accrual loans $1,572 $2,933
Loans 90 days past due 431 517
--------------- ---------------
Total Nonperforming Loans* 2,003 3,450
Other real estate owned 282 1,387
--------------- ---------------
TOTAL NONPERFORMING ASSETS $2,285 $4,837
--------------- ---------------
--------------- ---------------
Nonperforming assets to totalassets 0.31% 0.67%
- - ------------------------------------------------------------------------------------------------
</TABLE>
* There were no restructured loans at the end of either period. Those
performing loans considered potential problem loans, as defined and identified
by management, amounted to $14,014 at Sept. 30, 1994, compared to $15,174 at
December 31, 1993. Although these are loans where known information about the
borrowers' possible credit problems causes management to have serious doubts as
to their ability to comply with the present loan repayment terms, most are well
collateralized and are not believed to present significant risk of loss.
9
<PAGE>
Non-interest expenses for the first nine months of 1994 increased $2,412 or
19.5% to $14,771 in 1994 from $12,359 in 1993. This increase was attributable
in large part to staff increases, nonrecurring early retirement benefits
(discussed above), and to costs associated with the First Montgomery Bank merger
effective December 1, 1993. This year's higher operating expense levels, which
are contributing to lower earnings, are seen as an essential requirement toward
building a more solid base of operations necessary to better service a growing
customer base.
Average full-time-equivalent employees rose to 286 from 247 (up 15.8%),
reflecting the staffing of three additional branches (two of which were from the
merger with First Montgomery Bank completed in December 1993).
INCOME TAXES
The effective tax rate for the first nine months of 1994 was 28.0% compared
to 26.7% in 1993, reflecting the 1994 decline in tax-exempt income.
C. RESULTS OF OPERATIONS - THIRD QUARTER 1994 AND 1993
Third quarter earnings of $2,211 ($1.04 per share) in 1994 compare to
$2,096 ($1.02 per share) in 1993, representing a 5.5% increase.
Tax-equivalent net interest income rose 14.9% during the third quarter of
1994 compared to the same three month period of 1993 as a 12.2% increase in the
earning asset base was accompanied by a slight 2 basis point decline in the
interest rate spread.
During the third quarter of 1994, no provision for credit losses was
believed necessary, reflecting favorable asset quality and net recoveries of
$158. By contrast, a $200 provision was made in the third quarter 1993, when
net recoveries of $19 were recorded.
Non-interest income for the third quarter decreased 19.2% in 1994 compared
to 1993 while non-interest expenses rose 17.3%, for essentially the same reasons
discussed above in the year-to-date comparison.
The third quarter effective tax rate was 29.4% in 1994, versus 26.9% shown
in 1993.
10
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this quarterly report to be signed on its behalf by
the undersigned, thereunto duly authorized.
SANDY SPRING BANCORP, INC.
(Registrant)
By: /s/ Hunter R. Hollar
------------------------------------------------
Hunter R. Hollar
President and Chief Executive Officer
Date: November , 1994
By: /s/ Thomas O. Keech
------------------------------------------------
Thomas O. Keech
Vice President and Treasurer
Date: November , 1994
11