CENTRAL JERSEY FINANCIAL CORP
10-Q, 1996-08-14
SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED
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                                    FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

For quarter ended June 30, 1996
                  -------------

Commission file number 0-17839
                       -------

                      Central Jersey Financial Corporation
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

               New Jersey                                      22-2977019
- -----------------------------------------------           -------------------
        (State or other jurisdiction of                   (I.R.S. Employer
        incorporation or organization)                    Identification No.)

                 591 Cranbury Road
        East Brunswick, New Jersey                             08816
- -----------------------------------------------           -------------------
 (Address of principal executive offices)                    (Zip Code)

                                 (908) 254-6600
- --------------------------------------------------------------------------------
               Registrant's telephone number, including area code

                                 Not Applicable
- --------------------------------------------------------------------------------
               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  periods
        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 
             ---          ---

                      APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practical date.

        Common Stock, No Par Value--2,668,269 shares as of July 31, 1996
- --------------------------------------------------------------------------------


This Form 10-Q is comprised of a total of 13 pages. 
The exhibit index is located on page 11.


<PAGE>




                      CENTRAL JERSEY FINANCIAL CORPORATION
                                 AND SUBSIDIARY

                                    CONTENTS
                                    --------
<TABLE>
<CAPTION>

                                                                                          Page

PART I  FINANCIAL INFORMATION

           Item 1.    Financial Statements:

                      Consolidated Statements of Financial Condition as of
<S>                                                                                        <C>
                      June 30, 1996 and March 31, 1996                                       1

                      Consolidated Statements of Operations for each
                      of the three-month periods ended
                      June 30, 1996 and 1995                                                 2

                      Consolidated Statements of Cash Flows for each of the
                      three-month periods ended June 30, 1996 and 1995                       3

                      Notes to Consolidated Financial Statements                           4-5

           Item 2.    Management's Discussion and Analysis of Results of
                      Operations and Financial Condition                                   6-8

PART II    OTHER INFORMATION

           Item 1.    Legal Proceedings                                                      9

           Item 2.    Changes In Securities                                                  9

           Item 3.    Defaults Upon Senior Securities                                        9

           Item 4.    Submission of Matters to a Vote of Security Holders                    9

           Item 5.    Other Information                                                      9

           Item 6.    Exhibits and Reports on Form 8-K                                       9




SIGNATURES                                                                                  10

</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                      CENTRAL JERSEY FINANCIAL CORPORATION
                      ------------------------------------

Consolidated Statements of Financial Condition

                                                                              June 30,          March 31,
                          (Unaudited)                                           1996              1996
- ---------------------------------------------------------------          ----------------    --------------
Assets
<S>                                                                        <C>               <C>           
Cash and due from depository institutions                                  $   10,617,272    $    8,804,911
Investment securities; available for sale                                       8,139,121         8,266,858
Investment securities; portfolio                                               23,467,251        18,501,517
Mortgage-backed securities; portfolio                                         192,551,331       191,530,667
Loans held for sale                                                             2,243,825         2,231,803
Loans receivable, net                                                         213,605,817       220,109,248
Interest receivable on loans, net                                               1,537,732         1,506,442
Real estate held for development and resale, net                                  357,490           507,490
Real estate acquired in settlement of loans, net                                  249,424            26,674
Investment in capital stock of Federal Home Loan Bank of New York               3,560,600         3,560,600
Premises and equipment, net                                                     5,296,805         5,363,567
Excess of cost over fair value of net assets acquired                           3,700,627         3,791,467
Other assets                                                                    3,961,527         4,070,726
                                                                              -----------       -----------
                                                                           
        Total assets                                                        $ 469,288,822     $ 468,271,970
                                                                              ===========       ===========
                                                                           
Liabilities and stockholders' equity                                       
                                                                           
Deposits                                                                    $ 385,556,360     $ 386,569,400
Other borrowed funds                                                           22,800,000        22,500,000
Advances from borrowers for taxes and insurance                                 1,565,821         1,542,477
Accrued income taxes and other liabilities                                      3,377,244         2,048,126
                                                                              -----------       -----------
                                                                           
        Total liabilities                                                     413,299,425       412,660,003
                                                                              -----------       -----------
                                                                           
Serial preferred stock:  authorized, 15,000,000 shares for issuance in
 series; issued and outstanding, none                                                  --                --
Common stock:  no par value; authorized, 25,000,000 shares; issued         
 and outstanding 2,668,269                                                      2,668,269         2,668,269
Paid-in capital                                                                18,510,912        18,510,912
Retained earnings - substantially restricted                                   34,761,832        34,319,114
Net unrealized gain on securities available for sale                               48,384           113,672
                                                                              -----------       -----------
                                                                           
        Total stockholders' equity                                             55,989,397        55,611,967
                                                                              -----------       -----------
                                                                           
        Total liabilities and stockholders' equity                          $ 469,288,822     $ 468,271,970
                                                                              ===========       ===========
</TABLE>                                                                   
                                                                           
                                                                           
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                             
                                                                           
                                       -1-                                 
                                                                           
                                                                   
<PAGE>

<TABLE>
<CAPTION>
                             CENTRAL JERSEY FINANCIAL CORPORATION
                             ------------------------------------

Consolidated Statements of Operations                                  Three Months Ended
                                                                             June 30,
                       (Unaudited)                                    1996                 1995
- ---------------------------------------------------------  --------------------  ------------------
Interest income
<S>                                                              <C>                <C>            
  Interest on loans receivable                                   $    4,477,156     $     5,022,003
  Interest on mortgage-backed securities                              3,334,501           2,522,567
  Interest on investment securities                                     496,784             454,345
  Interest on deposits in other banks                                    17,715              14,014
                                                                    -----------         -----------
    Total interest income                                             8,326,156           8,012,929
                                                                    -----------         -----------
Interest expense
  Interest on deposits                                                3,924,793           3,929,169
  Interest on long-term debt                                                 --             185,761
  Interest on other borrowed funds                                      284,470             232,152
                                                                    -----------         -----------
    Total interest expense                                            4,209,263           4,347,082
                                                                    -----------         -----------

Net interest income                                                   4,116,893           3,665,847

Provision for loan losses                                                50,000              50,000
                                                                    -----------         -----------
Net interest income after provision for loan losses                   4,066,893           3,615,847
                                                                    -----------         -----------
Non-interest income (loss)
  Fee income                                                            248,012             243,484
  Income on investment in Federal Home Loan Bank                         55,330              65,892
  Gain on sales of loans, net                                           121,218              99,332
  Loss from real estate operations                                      (62,955)            (42,471)
  Other                                                                   1,193                  --
                                                                    -----------        ------------
    Total non-interest income                                           362,798             366,237
                                                                    -----------        ------------
Non-interest expenses
  Salaries                                                              918,351             879,845
  Employee Benefits                                                     207,277             188,863
  Data processing fees and equipment costs                              205,195             221,047
  Federal deposit insurance                                             221,529             201,584
  Net occupancy                                                         119,711             106,253
  Amortization of excess costs over fair value of net assets
    acquired                                                             90,840              90,840
  Advertising                                                            14,324              54,840
  Other                                                                 622,303             353,488
                                                                    -----------         -----------
    Total non-interest expenses                                       2,399,530           2,096,760
                                                                    -----------         -----------

Income before income taxes                                            2,030,161           1,885,324
Income tax expense                                                      840,328             674,695
                                                                    -----------         -----------

Net income                                                        $   1,189,833       $   1,210,629
                                                                    ===========         ===========

Per share amounts:
  Earnings per common share and common share
   equivalent - assuming no dilution                              $        0.43       $        0.59

  Earnings per common share - assuming full dilution              $        0.43       $        0.49

Average shares outstanding:
  Assuming no dilution                                                2,762,734           2,034,907
  Assuming full dilution                                              2,767,574           2,741,289

</TABLE>

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                       -2-


<PAGE>
<TABLE>
<CAPTION>
                             CENTRAL JERSEY FINANCIAL CORPORATION
                             ------------------------------------

Consolidated Statements of Cash Flows                                             Three Months Ended
                                                                                       June 30,
                           (Unaudited)                                            1996            1995
- -----------------------------------------------------------------           --------------  --------------
Cash flows from:
Operating activities
<S>                                                                         <C>             <C>           
  Net income                                                                $   1,189,833   $    1,210,629
  Adjustments to reconcile net income to net cash                           
    provided by operating activities                                        
    Provision for losses on loans and real estate, including                
      real estate acquired in settlement of loans                                  65,000           50,000
    Accretion of discounts on loans acquired in business combination                    -          (51,809)
    Amortization of premiums, discounts and deferred fees                          97,082           91,655
    Amortization of excess cost over fair value of net assets acquired             98,840           90,840
    Depreciation of premises and equipment                                         69,720           78,208
    Loans originated for sale                                                  (9,270,765)      (6,254,672)
    Proceeds from sales of loans held for sale                                  9,379,961        6,047,986
    Net gain on the sale of loans                                                (121,218)         (99,332)
    Net decrease in interest receivable and other assets                           90,356          430,531
    Net increase in other liabilities                                           1,329,118          879,168
                                                                            -------------   --------------
                                                                            
        Net cash provided by operating activities                               2,919,927        2,473,204
                                                                            -------------   --------------
                                                                            
Investing activities                                                        
  Net increase in interest-bearing deposits in other banks                              -          (21,000)
  Purchase of investment securities: available for sale                               (11)               -
  Purchase of investment securities: portfolio                                 (5,000,000)      (4,998,437)
  Maturities of investment securities: portfolio                                   20,105           50,000
  Purchases of mortgage-backed securities: portfolio                          (13,017,958)     (26,619,227)
  Maturities of mortgage-backed securities: portfolio                          11,910,481        4,398,900
  Loans originated, less principal collected                                    6,260,668        5,029,788
  Decrease in real estate held for development and resale                         135,000          144,000
  Proceeds from sales of real estate acquired in settlement of loans               40,500                -
  Purchases of premises and equipment, net                                         (2,958)         (56,390)
                                                                            -------------   --------------
                                                                            
      Net cash provided by (used by) investing activities                         345,827      (22,072,366)
                                                                            -------------   --------------
                                                                            
Financing activities                                                        
  Net increase (decrease) in deposits                                          (1,013,040)      22,757,328
  Net increase (decrease) in other borrowed funds                                 300,000       (2,600,000)
  Net increase in advances from borrowers                                           6,762           22,748
  Cash dividends paid on common stock                                            (747,115)        (196,415)
                                                                            -------------   --------------
                                                                            
      Net cash provided by (used by) financing activities                      (1,453,393)      19,983,661
                                                                            -------------   --------------
                                                                            
Increase in cash and cash equivalents                                           1,812,361          384,499
Cash and cash equivalents at beginning of year                                  8,804,911        7,693,873
                                                                            -------------   --------------
                                                                            
Cash and cash equivalents at end of period                                  $  10,617,272   $    8,078,372
                                                                            =============   ==============

</TABLE>

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                             -3-


<PAGE>



                             CENTRAL JERSEY FINANCIAL CORPORATION
                          Notes To Consolidated Financial Statements

        1. Central Jersey Financial  Corporation (the "Corporation") is a thrift
           holding company having one  subsidiary,  Central Jersey Savings Bank,
           SLA ("CJSB"). CJSB is a state chartered savings and loan association.

        2. In the opinion of management, the accompanying unaudited consolidated
           financial statements contain all adjustments  (consisting principally
           of  normal  accruals)  necessary  for  a  fair  presentation  of  the
           Corporation's consolidated financial condition, results of operations
           and cash flows for all periods presented herein.

        3. The  unaudited  consolidated  results of  operations  for each of the
           periods presented in this Form 10-Q are not necessarily indicative of
           the results to be expected for the full year.

        4. The  financial  statements as  presented,  herein,  should be read in
           conjunction with the notes to the consolidated  financial  statements
           included in the Corporation's Annual Report on Form 10-K for the year
           ended March 31, 1996.

        5. Loans receivable

<TABLE>
<CAPTION>
                                                        June 30,          March 31,
                                                          1996              1996
                                                          ----              ----

First mortgage real estate loans
<S>                                                  <C>               <C>         
        Conventional...........................      $149,688,386      $154,636,304
        Commercial.............................        28,962,854        29,496,029
        Construction and land..................        11,346,494        11,505,329
        FHA insured and VA guaranteed..........         6,602,944         7,005,926
                                                     ------------      ------------
                                                      196,600,678       202,643,588

Home equity loans..............................        26,774,201        27,509,954
Other consumer loans...........................           823,670           792,676
Other commercial loans.........................           265,016           276,206
                                                     ------------      ------------
                                                      224,463,565       231,222,424

Less:

        Loans in process.......................         7,387,940         7,569,129
        Deferred loan fees.....................           523,263           594,936
        Net premium on loans purchased.........           (57,543)          (82,368)
                                                     ------------      ------------
                                                      216,609,905       223,140,727

        Allowance for loan losses..............         3,004,088         3,031,479
                                                     ------------      ------------
                                                     $213,605,817      $220,109,248
                                                     ============      ============

</TABLE>

- --------------------
Included  in loans  receivable  at June 30,  1996 and March  31,  1996 are loans
amounting to $7,291,000 and  $7,782,000,  respectively,  on which the accrual of
interest has been suspended.

                                       -4-


<PAGE>



Notes to Consolidated Financial Statements, continued
- -----------------------------------------------------

        6. Earnings  per share  were  computed  by  dividing  net  income by the
           weighted average number of common shares and common share equivalents
           outstanding  during  the  respective   periods.   Stock  options  are
           considered   common  stock  equivalents  and  were  included  in  the
           calculation of the average number of common shares  outstanding using
           the  treasury  stock  method.   Fully  diluted  earnings  per  share,
           primarily   related  to  shares   issuable  in  connection  with  the
           convertible   subordinated  debentures  for  the  1995  period,  were
           computed using the if converted method.

        7. The   Corporation   exchanged   mortgage  loans  for  the  properties
           underlying   the   mortgages   amounting  to  $320,000  and  $97,000,
           respectively,  during each of the three-month  periods ended June 30,
           1996 and 1995.  The value of the  properties  at the time of exchange
           was $267,000 and $86,000,  respectively,  for each of the three-month
           periods  ended  June 30,  1996 and 1995,  and were  recorded  as Real
           Estate Acquired in Settlement of Loans. The differences  between loan
           balances and the value of the underlying  properties  were charged to
           allowances provided for such losses.

           Cash paid during each of the three-month  periods ended June 30, 1996
           and 1995 for interest on deposits and borrowed funds were  $4,212,000
           and  $4,350,000,  respectively.  Cash  payments  made for federal and
           state  income  taxes  during the three months ended June 30, 1996 and
           1995 amounted to $540,000 and $225,000, respectively.

        8. The Corporation,  as previously announced,  entered into a definitive
           merger agreement (the "Agreement") with Summit Bancorp ("Summit"), on
           May 22,  1996.  The  Agreement  provides  for Summit to  acquire  the
           Corporation in a tax-free exchange of stock.

           The  transaction is expected to be completed in the fourth quarter of
           calendar  1996,   subject  to  the  approval  of  the   Corporation's
           shareholders,  regulatory  approvals  and the market  price of Summit
           stock.

                                       -5-


<PAGE>
                      CENTRAL JERSEY FINANCIAL CORPORATION
                 Management's Discussion and Analysis Of Results
                      Of Operations And Financial Condition

Overview
- --------

        Net income  decreased  $20,796 for the three  months ended June 30, 1996
compared  with the same  period in 1995,  from  $1,210,629  to  $1,189,833.  The
decrease in net income was primarily the result of the increase in  non-interest
expense,  $302,770,  including  costs  incurred in connection  with the proposed
merger  of the  Corporation  and  Summit  Bancorp,  amounting  to  approximately
$236,000, and the increase in income tax expense,  $165,633.  These factors were
partially offset by the increase in net interest income, $451,046.

Net Interest Income
- -------------------

        The  principal  component  of the  Corporation's  income is net interest
income,  the difference  between interest received on  interest-earning  assets,
primarily loans,  mortgage-backed  securities  ("MBS") and investments,  and the
interest expense paid on  interest-bearing  liabilities,  primarily deposits and
borrowings.  Net interest  income  depends  upon the volume of  interest-earning
assets and interest-bearing  liabilities and the interest rate earned or paid on
them.

        Net interest income increased from $3,665,847 for the three months ended
June 30,  1995 to  $4,116,893  for the three  months  ended  June 30,  1996,  an
increase of $451,046.  The increase in net interest  income was the result of an
increase  in interest  income,  $313,227  and a decrease  in  interest  expense,
$137,819.

        Interest on loans  receivable  decreased  from  $5,022,003 for the three
months  ended June 30, 1995 to  $4,477,156  for the three  months ended June 30,
1996, a decrease of  $544,847.  The  decrease  was  generally  the result of the
decrease in the average  balance of the loan  portfolio.  The average balance of
loans decreased  $24,565,326  from  $246,678,456 for the three months ended June
30,  1995 to  $222,113,130  for the  three  months  ended  June  30,  1996.  The
Corporation sold most of the first mortgage loans which it originated,  both the
fixed-rate and adjustable-rate loan products. The fixed-rate mortgages were sold
to facilitate the management of interest-rate  risk,  while the  adjustable-rate
mortgage loans were sold because of the low yields during the first few years of
the loans' life.

        Interest on MBS  increased  from  $2,522,567  for the three months ended
June 30,  1995 to  $3,334,501  for the three  months  ended  June 30,  1996,  an
increase of $811,934. The increase was the result of the increase in the average
balance of MBS and the  increase in the average  rate earned on MBS. The average
balance of MBS increased from  $155,992,126  for the three months ended June 30,
1995 to  $192,040,999  for the three months ended June 30, 1996,  an increase of
$36,048,873.  Because  most loans  originated  during the 1996 period were sold,
available  funds were used to  purchase  MBS.  The  average  rate  earned on MBS
increased  by  approximately  48 basis  points  from 6.47  percent for the three
months  ended June 30, 1995 to 6.95  percent for the three months ended June 30,
1996.

        Interest  on  investment   securities,   both  available  for  sale  and
portfolio,  increased  from $454,345 for the three months ended June 30, 1995 to
$496,784 for the three months ended June 30, 1996,  an increase of $42,439.  The
average balance of investment  securities  increased $5,914,075 from $23,150,529
for the three  months  ended June 30, 1995 to  $29,064,604  for the three months
ended June 30, 1996. The average rate earned on investments  decreased 101 basis
points,  from 7.85  percent  for the three  months  ended June 30,  1995 to 6.84
percent for the three months ended June 30, 1996.

                                       -6-


<PAGE>



        Interest  expense on deposits  for the three  months ended June 30, 1996
amounted to  $3,924,793  which was basically  unchanged  from the same period in
1995,  $3,929,169.  The average balance of deposits  increased  $13,471,086 from
$372,591,794 in 1995 to $386,062,880 in 1996. The average  interest rate paid on
deposits  decreased 15 basis points from 4.22 percent in 1995 to 4.07 percent in
1996 as a result of lower market interest rates.

        Interest expense on other borrowed funds increased $52,318 for the three
months ended June 30, 1996 compared with the same period in 1995,  from $232,152
in 1995 to $284,470 in 1996. The Corporation  drew more  extensively on its line
of credit  during the three months ended June 30, 1996.  The average  balance of
other  borrowed  funds for the three  months  ended June 30,  1996  amounted  to
$20,984,615  compared with  $14,819,780 for the same period in 1995, an increase
of $6,164,835. The average interest rate paid on other borrowings decreased from
6.27  percent for the three  months  ended June 30, 1995 to 5.42 percent for the
three months ended June 30, 1996, a decrease of 85 basis points.

        Interest  expense on  long-term  debt  decreased  $185,761 for the three
months ended June 30, 1996 compared  with the same period in 1995.  The decrease
was the result of converting all of the Convertible Subordinated Debentures into
common stock of the Corporation in September 1995.

Non-Interest Income
- -------------------

        Gains on the sales of loans  increased  $21,886,  from  $99,332  for the
three months  ended June 30, 1995 to $121,218  for the same period in 1996.  The
Corporation, as noted previously, sold most of the first mortgage loans which it
originated.  Losses from real estate  operations  increased $20,484 from $42,471
for the three months ended June 30, 1995 to $62,955 for the same period in 1996.
The increase was generally the result of an increase of $15,000 in the provision
for  losses  on real  estate,  determined  based  on the  Corporation's  regular
quarterly evaluations of its valuation allowances.

Non-Interest Expense
- --------------------

        Non-interest expenses increased $302,770,  from $2,096,760 for the three
months  ended June 30, 1995 to  $2,399,530  for the same  period in 1996.  Other
non-interest  expenses  increased  $268,815,  from $353,488 for the three months
ended June 30, 1995 to $622,303  for the same  period in 1996.  The  increase in
other  non-interest  expenses  was  primarily  the result of costs  incurred  in
connection with the proposed merger of the Corporation with Summit Bancorp which
amounted to approximately $236,000.  Substantial additional merger related costs
will be incurred  prior to closing the merger,  projected for the fourth quarter
of calendar 1996.

        Advertising  expenses  decreased  $40,516,  from  $54,840  for the three
months ended June 30, 1995 to $14,324 for the same period in 1996.  The decrease
was the result of a general reduction in media advertising.

Income Tax Expense
- ------------------

        The  provision  for income taxes as a percentage of income before income
taxes increased from 36 percent for the  three-month  period ended June 30, 1995
to 41 percent  for the  comparable  1996  period.  The  increase  was  generally
attributable to the merger related costs,  previously  discussed,  which are not
deductible for income tax purposes.

Financial Condition
- -------------------

        There  were no  significant  changes in the  Corporation's  consolidated
financial  position  between June 30, 1996 and March 31, 1996.  The  Corporation
remains well capitalized.  CJSB's  regulatory  capital at June 30, 1996 exceeded
the current capital requirements established by the Office of Thrift Supervision
("OTS").



                                       -7-


<PAGE>


Other
- -----

        Currently,  CJSB  pays  an  insurance  premium  to the  Federal  Deposit
Insurance  Corporation ("FDIC") equal to 0.23 percent of its total deposits.  In
August  1995,  the FDIC  lowered the  insurance  premium for members of the Bank
Insurance Fund ("BIF"),  primarily  commercial banks, to a range of between 0.04
percent and 0.31 percent of deposits.  In November  1995, the FDIC again lowered
BIF  premiums  further with the result that most  commercial  banks will pay the
statutory minimum of $2,000 annually.  This reduction in insurance  premiums for
BIF members could place Savings  Association  Insurance  Fund ("SAIF")  members,
primarily  savings  associations,  such  as  CJSB,  at  a  material  competitive
disadvantage  to BIF members and, for the reasons set forth below,  could have a
material adverse effect on the results of operations and financial  condition of
CJSB in future periods.

        The disparity in insurance  premiums between those required for CJSB and
BIF members  could  allow BIF members to attract and retain  deposits at a lower
effective cost than that possible for CJSB and put competitive  pressure on CJSB
to raise its interest  rates paid on deposits thus  increasing its cost of funds
and  possibly   reducing  net  interest   income.   The  resultant   competitive
disadvantage  could  result in CJSB  losing  deposits  to BIF members who have a
lower cost of funds and are  therefore  able to pay higher  rates of interest on
deposits. Although CJSB has other sources of funds, these other sources may have
higher costs than those of deposits.

        Several  alternatives  to mitigate the effect of the BIF/SAIF  insurance
premium  disparity  have recently been  proposed by the U.S.  Congress,  federal
regulators, industry lobbyists and the Administration.  One plan that has gained
support  of  several  sponsors  would  require  all  SAIF  member  institutions,
including  CJSB, to pay a one-time fee of up to 85 basis points on the amount of
deposits  held by the  member  institution  to  recapitalize  the SAIF.  If this
proposal is enacted by Congress,  the effect would be to immediately  reduce the
capital  of the  SAIF-member  institutions  by the  amount of the fee,  and such
amount would be immediately  charged to earnings,  unless the  institutions  are
permitted to amortize the expense of the fee over a period of years.  Management
of CJSB is unable to predict whether this proposal or any similar  proposal will
be enacted or whether  ongoing SAIF premiums will be reduced to a level equal to
that of BIF premiums.

        On August 2,  1996,  the U.S.  Congress  passed the Small  Business  Job
Protection  Act of 1996.  If signed by the  President and enacted into law, this
bill would,  among other  things,  equalize  the  taxation of thrifts and banks.
Previously, thrifts had been able to deduct a portion of their bad-debt reserves
set aside to cover potential loan losses ("bad-debt reserves"). Furthermore, the
bill will repeal  current law mandating  recapture of thrifts' bad debt reserves
if they convert to banks.  Bad debt  reserves set aside through 1987 will not be
taxed,  however,  any reserves taken since January 1, 1988, will be taxed over a
six-year period beginning in 1997. Institutions can delay paying these taxes for
two years if they meet a  residential-lending  test.  Based  upon a  preliminary
review  of the bill  and its  potential  impact,  it is not  expected  to have a
material  adverse effect on the consolidated  financial  condition or results of
operations of the Corporation taken as a whole.

                                       -8-


<PAGE>



PART II   OTHER INFORMATION

          Item 1. Legal Proceedings
                  -----------------
                  The Corporation is involved in various legal proceedings which
                  arise out of the general  operations  of its  business.  These
                  lawsuits primarily involve claims to enforce liens on real and
                  personal property,  condemnation  proceedings on real property
                  and other matters  incidental to the  Corporation's  business.
                  The Corporation  does not believe that the resolution of these
                  lawsuits would have a material adverse effect on its financial
                  condition or results of operations.

          Item 2. Changes in Securities
                  ---------------------
                  Not applicable

          Item 3. Defaults Upon Senior Securities
                  -------------------------------
                  Not applicable

          Item 4. Submission of Matters to a Vote of Security Holders
                  ---------------------------------------------------
                  Not applicable

          Item 5. Other Information
                  -----------------
                  Not applicable

          Item 6. Exhibits and Reports on Form 8-K
                  --------------------------------
                  (a) Exhibit 11 - Statement Re: Computation of Per Share 
                      Earnings

                  (b) Report on Form 8-K:  The  Corporation,  on July 29,  1996,
                      filed a Current Report on Form 8-K. The Form 8-K was filed
                      pursuant to Item 5, relating to the  Corporation's  report
                      of financial  condition and results of operations  for the
                      three months ended June 30, 1996.

                                       -9-


<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.

                      CENTRAL JERSEY FINANCIAL CORPORATION
                                  (Registrant)



Date   August 12, 1996              /s/John J. Doherty
       ---------------              --------------------------------------
                                    John J. Doherty
                                    Vice President, Principal Financial
                                    Officer, and Duly Authorized Signatory

                                      -10-





Exhibit 11 - Statement RE:  Computation of Earnings Per Share

<TABLE>
<CAPTION>
                                                                   Three Months Ended June 30,
                                                                    1996                    1995
                                                     ----------------------  ----------------------



Primary EPS
<S>                                                  <C>                     <C>      
  Average shares outstanding                                      2,668,269               1,964,142

  Net effect of dilutive stock options: based on the
    treasury stock method using the average market
    price                                                            94,465                  70,765
                                                     ----------------------  ----------------------
         Totals                                                   2,762,734               2,834,907
                                                     ======================  ======================


Net income                                           $            1,189,833  $            1,210,629
                                                     ======================  ======================



Earnings per share assuming no dilution              $                 0.43  $                 0.59
                                                     ======================  ======================


Fully Diluted EPS

  Average shares outstanding                                      2,668,269               1,964,142



  Net effect of dilutive stock options:  based on the
    treasury stock method using the greater of the
    quarter-end market price or the average market
    price                                                            99,305                  72,762

  Assumed conversion of 7.00% convertible
   subordinated debentures                                                -                 704,385
                                                     ----------------------  ----------------------



         Totals                                                   2,767,574               2,741,289
                                                     ======================  ======================


Net income                                           $            1,189,833  $            1,210,629

Add interest on convertible subordinated debentures,
net of federal income tax effect                                          -                 122,602
                                                     ----------------------  ----------------------


Net income, as adjusted                              $            1,189,833  $            1,333,231
                                                     ======================  ======================


Earnings per share assuming full dilution            $                 0.43  $                 0.49
                                                     ======================  ======================

</TABLE>



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