JEFFBANKS INC
10-Q, 1997-05-09
STATE COMMERCIAL BANKS
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                                    FORM 10-Q
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

            QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934.

For the quarterly period ended                  Commission file number 0-22850
March 31, 1997

                                 JeffBanks, Inc.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)




Pennsylvania                                          23-2189480
(State or other jurisdiction of                    (I.R.S. Employer
incorporation or organization)                    Identification No.)

1609 Walnut Street
Philadelphia, PA                                        19103
(Address of principal executive offices)              (Zip Code)

Registrant's telephone number, including
  area code                                          215-564-5040


      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

Number of Shares of Common Stock Outstanding at March 31, 1997:   4,976,429
<PAGE>
<TABLE>
<CAPTION>

                                                 JeffBanks, Inc.
                                            Consolidated Balance Sheet
                                                    UNAUDITED


                                                                                  March 31,         December 31,
                                                                                    1997                1996
                                                                                 (in thousands)

<S>                                                                          <C>                 <C>              
Assets: 
Cash and cash equivalents:
    Cash and due from banks                                                  $          39,378   $          45,343
    Federal funds sold                                                                  45,975              41,950
                                                                               ----------------    ----------------
                                                                                        85,353              87,293

Investment securities available for sale                                               195,243             174,551
Investment securities held to maturity                                                     686                 687
Mortgages held for sale                                                                  2,249                 725
Loans, net                                                                             827,637             815,128
Premises and equipment, net                                                             15,892              14,989
Accrued interest receivable                                                              8,080               7,299
Other real estate owned                                                                  3,049               3,982
Goodwill                                                                                 8,610               8,776
Other assets                                                                            16,241              13,744
                                                                               ----------------    ----------------
    Total assets                                                             $       1,163,040   $       1,127,174
                                                                               ================    ================

Liabilities and shareholders' equity:

Deposits:
    Demand (non-interest bearing)                                            $         129,742   $         137,361
    Savings and money market                                                           309,164             315,939
    Time deposits                                                                      273,608             249,787
    Time deposits, $100,000 and over                                                    88,152              84,052
                                                                               ----------------    ----------------
                                                                                       800,666             787,139

Securities sold under repurchase agreements                                             79,187              73,764
FHLB advances                                                                          115,000             127,750
Subordinated notes and debentures                                                       32,000              32,000
Company-obligated mandatorily redeemable preferred securities of the
 Company's subsidiary trust, holding solely $25.3 million aggregate
 principal amount of 9.25% junior subordinated deferrable interest
 debentures due 2027 of the Company                                                     25,300
Accrued interest payable                                                                 9,494               8,082
Other liabilities                                                                        8,800               7,158
                                                                               ----------------    ----------------
    Total liabilities                                                                1,070,447           1,035,893
                                                                               ----------------    ----------------

Shareholders' equity:
    Common Stock - authorized, 10,000,000 shares of $1 par value;
      issued and outstanding 4,976,429 and 4,952,039 shares,
      respectively                                                                       4,976               4,716
    Additional paid-in capital                                                          70,448              64,030
    Retained earnings                                                                   17,986              22,355
    Net unrealized gain (loss) on investment securities available for sale                (817)                180
                                                                               ----------------    ----------------
    Total shareholders' equity                                                          92,593              91,281
                                                                               ----------------    ----------------
    Total liabilities and shareholders' equity                               $       1,163,040   $       1,127,174
                                                                               ================    ================
<FN>

                      The accompanying notes are an integral part of these financial statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                           JeffBanks, Inc.
                                 Consolidated Statements of Income
                                             UNAUDITED

                                                                   Three Months Ended March 31,
                                                                     1997                 1996
                                                                (in thousands, except per share data)

<S>                                                           <C>                  <C>             
Interest income:
     Loans including fees                                     $         18,755     $         17,770
     Investment securities                                               2,729                2,424
     Federal funds sold                                                    717                  570
                                                                ---------------      ---------------
                                                                        22,201               20,764
                                                                ---------------      ---------------

Interest expense:
     Time deposits, $100,000 and over                                    1,189                1,276
     Other deposits                                                      5,780                6,516
     FHLB advances                                                       1,587                  840
     Subordinated notes and debentures                                     717                  247
     Preferred securities                                                  364
     Securities sold under repurchase agreements                           776                  417
                                                                ---------------      ---------------
                                                                        10,413                9,296
                                                                ---------------      ---------------

         Net interest income                                            11,788               11,468

Provision for credit losses                                                825                  759
                                                                ---------------      ---------------

         Net interest income after provision
          for credit losses                                             10,963               10,709
                                                                ---------------      ---------------

Non-interest income:
     Service fees on deposit accounts                                      802                  758
     Mortgage servicing fees                                               185                  211
     Gain on sales of residential mortgages and
       capitalized mortgage servicing rights                               152                  120
     Merchant card fees                                                    482                  321
     Other                                                                 363                  225
                                                                ---------------      ---------------
                                                                         1,984                1,635
                                                                ---------------      ---------------

Non-interest expense:
     Salaries and employee benefits                                      3,959                3,962
     Occupancy expense                                                     937                  939
     Depreciation                                                          433                  408
     FDIC expense                                                           22                    7
     Data processing expense                                               269                  340
     Legal and auditing                                                    312                  264
     Stationery, printing and supplies                                     263                  194
     Shares tax                                                            197                  191
     Advertising                                                           287                  358
     Other real estate owned maintenance expense                            73                   52
     Loss on sale and write-downs of other
      real estate owned                                                     72                   32
     Amortization of intangibles                                           323                  310
     Merchant card expense                                                 353                  285
     Merger related expenses                                               178
     Other expense                                                       1,227                1,093
                                                                ---------------      ---------------
                                                                         8,905                8,435
                                                                ---------------      ---------------

Income before income taxes                                               4,042                3,909
Income taxes                                                             1,358                1,389
                                                                ---------------      ---------------

         Net income                                           $          2,684     $          2,520
                                                                ===============      ===============
Per share data:
Net income applicable to common stock                         $          2,684     $          2,520
Average number of common shares and equivalents                          5,210                5,120
Net income per common share - primary                         $           0.52     $           0.49
Net income per common share - fully diluted                   $           0.52     $           0.49
<FN>

            The accompanying notes are an integral part of these financial statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                 JeffBanks, Inc.

            Consolidated Statement of Changes in Shareholders' Equity
                                    UNAUDITED

                                                                  Net unrealized
                                                                    gain (loss)
                                            Additional             on securities
                                    Common   paid-in-     Retained   available
                                     Stock   capital      earnings    for sale     Total
                                                       (in thousands)
<S>                                <C>        <C>        <C>         <C>         <C>     
Balance at December 31, 1996 ...   $  4,716   $ 64,030   $ 22,355    $    180    $ 91,281
Net income .....................       --         --        2,684        --         2,684
Issuance of common stock for
 401(K) plan ...................          5        115       --          --           120
Warrants exercised .............         18        201                                219
Cash dividends on common stock .       --         --         (714)       --          (714)
5% stock dividend ..............        237      6,102     (6,339)       --          --
Change in net unrealized loss on
 securities available for sale .       --         --         --          (997)       (997)
                                   --------   --------   --------    --------    --------
Balance at March 31, 1997 ......   $  4,976   $ 70,448   $ 17,986    $   (817)   $ 92,593
                                   ========   ========   ========    ========    ========
<FN>
   The accompanying notes are an integral part of these financial statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                 JeffBanks, Inc.

            Consolidated Statement of Changes in Shareholders' Equity
                                    UNAUDITED

                                                                   Net unrealized
                                                                     gain (loss)
                                            Additional              on securities
                                    Common   paid-in-      Retained   available
                                     Stock    capital      earnings   for sale      Total
                                                        (in thousands)
<S>                                <C>        <C>         <C>         <C>         <C>     
Balance at December 31, 1995 ...   $  4,649   $ 63,102    $ 16,802    $    485    $ 85,038
Net income .....................       --         --         2,520        --         2,520
Issuance of common stock for ...       --
 401(K) plan ...................          7        189        --          --           196
Costs to establish a dividend ..       --
 reinvestment plan .............       --          (26)       --          --           (26)
Warrants exercised .............         20        214                                 234
Cash dividends on common stock .       --         --          (572)       --          (572)
Change in net unrealized loss on       --
 securities available for sale .       --         --          --          (648)       (648)
                                   --------   --------    --------    --------    --------
Balance at March 31, 1996 ......   $  4,676   $ 63,479    $ 18,750    $   (163)   $ 86,742
                                   ========   ========    ========    ========    ========

<FN>
   The accompanying notes are an integral part of these financial statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                  JeffBanks, Inc.

                                       Consolidated Statements of Cash Flows
                                                     UNAUDITED

                                                                        Three Months Ended March 31,
                                                                              1997         1996
                                                                               (in thousands)

<S>                                                                        <C>          <C>      
Operating activities:
    Net income .........................................................   $   2,684    $   2,520
    Adjustments to reconcile net income to cash provided by
        operating activities:
    Depreciation and amortization ......................................       1,050          865
    Provision for credit losses ........................................         825          759
    Mortgage loans originated for sale .................................      (7,574)      (5,325)
    Mortgage loan sales ................................................       6,050        5,261
    Increase in interest receivable ....................................        (781)        (196)
    Increase in interest payable .......................................       1,412        1,333
    Increase in other assets ...........................................      (2,147)      (1,528)
    Increase in other liabilities ......................................       1,642          578
                                                                           ---------    ---------
        Net cash provided by operating activities ......................       3,161        4,267
                                                                           ---------    ---------

Investing activities:
    Proceeds from maturities of investment securities available for sale      17,316        4,243
    Proceeds from sales of other real estate owned .....................         240        1,143
    Purchase of investment securities available for sale ...............     (39,805)     (18,649)
    Net increase in loans ..............................................     (12,641)     (12,973)
    Purchase of premises and equipment .................................      (1,336)        (309)
                                                                           ---------    ---------
        Net cash used in investing activities ..........................     (36,226)     (26,545)
                                                                           ---------    ---------

Financing activities:
    Net decrease in deposits ...........................................      13,527        9,602
    Net increase in repurchase agreements ..............................       5,423       10,450
    Net proceeds from issuance and redemption of common stock ..........         339          404
    Net decrease in FHLB advances ......................................     (12,750)     (15,000)
    Proceeds from issuance of subordinated notes .......................        --         23,000
    Proceeds from issuance of preferred securities .....................      25,300         --
    Dividends paid on common stock .....................................        (714)        (572)
                                                                           ---------    ---------
        Net cash provided by (used in) financing activities ............      31,125       27,884
                                                                           ---------    ---------

Net (decrease) increase in cash and cash equivalents ...................      (1,940)       5,606
Cash and cash equivalents at beginning of year .........................      87,293      101,741
                                                                           ---------    ---------
Cash and cash equivalents at end of period .............................   $  85,353    $ 107,347
                                                                           =========    =========

<FN>
   The accompanying notes are an integral part of these financial statements.
</FN>
</TABLE>
<PAGE>


Note 1 - Allowance for Credit Losses:
      Changes in the allowance for credit losses are as follows:
                                         Three months ended March 31,
                                               1997       1996
                                              (in thousands)
          Balance, beginning of period ..   $ 13,734    $ 14,991
          Provision charged to operations        825         759
          Loans charged off .............     (1,269)     (1,013)
          Recoveries ....................        102          83
                                            --------    --------
          Balance, end of period ........   $ 13,392    $ 14,820
                                            ========    ========


      The  balances  of  impaired  loans  were   $11,093,000   and   $14,077,000
respectively,  at March 31,  1997 and 1996.  The  allowance  for  credit  losses
associated with impaired loans was $3,280,000 and $4,226,000,  respectively,  at
those  dates.  Total cash  collected  on impaired  loans  during the first three
months of 1997 and 1996,  respectively,  was $124,000 and $303,000, all of which
was credited to the principal balance outstanding on such loans.  Interest which
would have been accrued on impaired  loans during those  respective  periods was
$273,000 and $341,000.  No related  interest  income was  recognized  during the
period.

Note 2 - Investment Securities:
      The carrying value and approximate  market value of investment  securities
at March 31, 1997, are as follows:
<TABLE>
<CAPTION>
                                               Gross      Gross    Approximate
                                  Amortized  unrealized unrealized   market    Carrying  
                                    cost       gains     losses      value      value
                                                    (in thousands)

<S>                               <C>        <C>        <C>        <C>        <C>     
Available for Sale:
U.S. treasury securities ......   $ 66,428   $      2   $    182   $ 66,248   $ 66,248
Federal agency obligations ....     80,567        125        651     80,041     80,041
State and municipal obligations     34,848         95        596     34,347     34,347
Other securities ..............     14,620          6         19     14,607     14,607
                                  --------   --------   --------   --------   --------
Total .........................   $196,463   $    228   $  1,448   $195,243   $195,243
                                  ========   ========   ========   ========   ========

Held to Maturity:
State and municipal obligations        686          6       --          692        686
                                  --------   --------   --------   --------   --------
Total .........................   $    686   $      6   $   --     $    692   $    686
                                  ========   ========   ========   ========   ========
</TABLE>



<PAGE>


Note 3:  
      The  unaudited   interim  financial   statements   furnished  reflect  all
adjustments  which  are,  in the  opinion  of  management,  necessary  to a fair
statement of the results for the interim periods presented. All such adjustments
are of a normal recurring nature, except as discussed in these notes.

Note 4:
     Primary  earnings  per common share are  calculated  by dividing net income
applicable to common stock by the weighted  average  number of common shares and
common share equivalents outstanding during the period, after giving retroactive
effect to stock dividends.
     The Financial  Accounting  Standard Board ("FASB") has issued  Statement of
Financial  Accounting  Standard  ("SFAS") No. 128,  Earnings Per Share  ("EPS"),
which is effective for financial statements issued after December 31, 1997. Once
effective, the new standard eliminates primary and fully diluted EPS and instead
requires  presentation  of  basic  and  diluted  EPS  in  conjunction  with  the
disclosure of the  methodology  used in computing  such EPS.  Basic EPS excludes
dilution and is computed by dividing income available to common  shareholders by
the  weighted-average  common shares outstanding during the period.  Diluted EPS
takes into  consideration the potential  dilution that could occur if securities
or other  contracts to issue  common stock were  exercised  and  converted  into
common stock.
     The adoption of this new standard is not expected to have a material impact
on the  disclosure of EPS. The effect of adopting this new standard has not been
determined.

Note 5:
     On January 21, 1997, the Company,  through Jefferson PA, completed a merger
with United Valley Bank ("UVB") pursuant to which it acquired that  institution.
Under the terms of the merger, each share of UVB common stock was converted into
 .339 of a share of the  Company's  common  stock,  resulting  in the issuance of
749,278 shares of the Company's common stock. In addition,  outstanding warrants
to purchase the acquired institution's common stock were converted into warrants
to purchase 255,381 shares of the Company's common stock, with an exercise price
of $11.80  per  share.  UVB was a  Pennsylvania  chartered  banking  institution
engaged  in  commercial  and  retail  banking  with  one  principal   office  in
Philadelphia. UVB had total assets of $121.1 million at the time of acquisition.
The  acquisition  was  accounted  for under the pooling of  interests  method of
accounting.  Accordingly,  all prior  period  information  has been  restated to
reflect UVB historical  performance.  The income  statement for the three months
ended March 31, 1997 reflected a total of $178,000 of merger  related  expenses,
primarily legal, accounting and filing fees.

Note 6:
     On February 5, 1997,  the Company  issued $25.3  million of 9.25% of junior
subordinated  deferrable  interest  debentures (the "debentures") to JBI Capital
Trust I (the "Trust"),  a Delaware business trust, in which the Company owns all
of the common equity.  The debentures are the sole asset of the Trust. The Trust
issued  $25  million  of  preferred  securities  to  investors.   The  Company's
obligations  under  the  debentures  and  related  documents,   taken  together,
constitute  a full and  unconditional  guarantee  by the  Company of the Trust's
obligations  under the preferred  securities.  Although the  debentures  will be
treated  as debt of the  Company,  they  currently  qualify  for tier 1  capital
treatment.  The preferred  securities  are redeemable by the Company on or after
March 31, 2002,  or earlier in the event the  deduction of related  interest for
federal  income  taxes is  prohibited,  treatment as tier 1 capital is no longer
permitted or certain other contingencies arise. The preferred securities must be
redeemed upon maturity of the  debentures in 2027.  See  "Liquidity  and Capital
Resources" below.

Note 7:
      On April 1, 1997, the Company declared a 5% common stock dividend, payable
May 13,  1997.  That  dividend is  reflected  in the  financial  statements  and
earnings per share computations for all periods.



<PAGE>


ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF  OPERATIONS

Results of Operations 

Net income.  Net income for  JeffBanks,  Inc. (JBI) amounted to $2.7 million for
the three  months ended March 31, 1997 as compared to $2.5 million for the three
months ended March 31, 1996.

Net Interest Income and Average Balances.  Net interest income was $11.8 million
for the first  three  months of 1997,  compared  to $11.5  million for the first
three months of 1996, an increase of $320,000 or 3%. Yields on interest  earning
assets  decreased  to 8.39% for the first three months of 1997 from 8.49% in the
prior  year  period,  a  difference  of .10 %.  The  cost  of  interest  bearing
liabilities  increased to 4.65% for the first three months of 1997 from 4.55% in
the prior year  period,  a  difference  of .10%.  Accordingly,  the net interest
margin on JBI's interest  earning assets  decreased to 4.50% in 1997 as compared
to 4.68% in the comparable prior year period, a difference of .18%. The increase
in the cost of interest bearing  liablities and the decrease in the net interest
margin  reflected the full period effect in 1997 of the isssuance of $23 million
of 8.75%  subordinated notes on March 25, 1996 and the issuance of $25.3 million
of 9.25% preferred securities on February 5, 1997.
      Average  balances for  non-interest  bearing demand deposits  increased to
$134.3 million in 1997 compared to $121.6 million in the comparable 1996 period,
an  increase of $12.7  million or 10%.  Average  balances  for savings and money
market deposits  increased to $307.2 million for the first three months of 1997,
compared to $301.0 million for the comparable  year period,  an increase of $6.2
million or 2%.
      In the first three months of 1997, average interest earning assets totaled
$1.1  billion,  an  increase  of $88.2  million  or 9% over the 1996  comparable
period.  Reflected in that net  increase  was a $62.2  million or 8% increase in
average loans to $833.8 million.

Non-Interest  Income.  Total  non-interest  income for the first three months of
1997 was $2 million compared to $1.6 million for the first three months of 1996,
an  increase  of $349,000 or 21%.  Gain on sales of  residential  mortgages  and
capitalized mortgage servicing rights increased to $152,000 in 1997, an increase
of $32,000 or 27% over 1996.  The  increase  in 1997  reflected  an  increase in
residential mortage loan originations.  Merchant card fees increased to $482,000
in 1997, an increase of $161,000 or 50%. The increase was  substantially  offset
by increases in merchant card expense and reflected higher volume.

Non-Interest  Expense.  Total non-interest expense for the first three months of
1997 was $8.9 million,  compared to $8.4 million for the  comparable  prior year
period,  an increase of $470,000 or 6%. Salaries and employee  benefits amounted
to $4.0 million in first quarter of each of 1997 and 1996.
      Data processing  expense  decreased to $269,000 for the first three months
of 1997,  a decrease  of $71,000 or 21% from the  comparable  1996  period.  The
decrease  reflected  reductions in data  processing  fees  resulting  from a new
outsourcing contract.
      Legal and  auditing  expense  increased  to  $312,000  for the first three
months of 1997, an increase of $48,000, or 18% over 1996. The increase reflected
legal fees on several unrelated matters and $23,000 of audit fees resulting from
the outsorcing of the internal audit function.
      Stationary,  printing  and  supplies  increased  to $263,000 for the first
three  months of 1997,  an  increase of $69,000 or 36% over 1996.  The  increase
reflected  the impact of the UVB  acquisition,  three new branches and a $17,000
increase in credit card supplies.
      Advertising  decreased  to $287,000  for the first three months of 1997, a
decrease  of  $71,000  or 20% over the  comparable  1996  period.  The  decrease
reflected  the 1996 one  time  advertising  campaign  for  personal  transaction
accounts.
      Merger  related  expenses  resulting  from the acquisiton of United Valley
Bank  amounted to $178,000 in 1997.  The merger  expenses  reflected  $55,000 in
legal fees,  $20,000 in external  accounting  fees,  $22,000 in printing  costs,
$23,000 in  regulatory  filing fees and $58,000 from the  write-off of leasehold
improvements on vacated locations.

Liquidity  and  Capital  Resources.  The  major  sources  of  funding  for JBI's
investing   activities  have  historically  been  cash  inflows  resulting  from
increases in deposits.  Such increases have been utilized  primarily to fund net
increases in loans. FHLB advances have also been utilized when relative interest
costs were less than those for  deposits.  Funds not needed for  operations  are
invested  primarily in daily federal funds sold and securities.  
      Net  increases  in loans  amounted  to $12.6  million  for the first three
months of 1997 and $13 million for the 1996 period.  Cash outflows  required for
mortgage loans  originated for sale amounted to $7.6 million for the first three
months of 1997  compared to $5.3 million for the first three months of 1996.  As
described in note 6 to the financial statements, tier 1 capital and cash inflows
were increased by a $25.3 million debt offering on February 5, 1997.
      At  March  31,  1997  JeffBanks  and  its   subsidiaries   exceeded  "well
capitalized" ratios as determined by the appropriate regulatory authorities. The
following table sets forth the regulatory  capital ratios of JBI, Jefferson Bank
(Jefferson PA) and Jefferson Bank of New Jersey (Jefferson NJ) at that date.
<TABLE>
<CAPTION>

                                                                Tier 1 Capital to      Total Capital to
                                           Leverage               Risk-Weighted         Risk-Weighted
                                           Ratio (1)              Assets Ratio           Assets Ratio
                                      March 31,  December 31, March 31,  December 31, March 31, December 31,
                                        1997        1996        1997        1996        1997        1996
Entity:
<S>                                     <C>         <C>        <C>          <C>        <C>         <C>   
JBI ..........................          9.37%       7.28%      12.89%       9.92%      18.00%      15.13%
Jefferson PA .................          7.06%       7.14%       9.67%       9.59%      14.66%      14.67%
Jefferson NJ .................          8.51%       8.10%      10.96%      11.16%      16.22%      16.88%
"Well capitalized" institution
    (under FDIC Regulations) .          5.00%       5.00%       6.00%       6.00%      10.00%      10.00%
</TABLE>

<PAGE>


Asset and Liability Management
The following table summarizes  repricing  intervals for interest earning assets
and interest  bearing  liabilities  as of March 31, 1997 and the  difference  or
"gap" between them on an actual and cumulative basis for the periods indicated.
<TABLE>
<CAPTION>


                                            One to 90     91 to 180   181 to 364   One to Two   Three to Five Over Five
                                               Days          Days        Days        Years         Years        Years
                                                                      (dollars in thousands)
<S>                                         <C>           <C>          <C>          <C>          <C>          <C>      
Interest earning assets:
   
   Federal funds sold ...................   $  45,975
   Investment securities:
      Available for sale:
        Taxable investment securities ...      22,357     $ 14,030     $ 20,001     $ 43,446     $  50,051    $  11,011
        Non-taxable investment securities        --            455          615        1,214           362       31,701
      Held to maturity:
        Taxable investment securities ...        --
        Non-taxable investment securities        --           --           --           --             266          420
   Mortgages held for sale ..............       2,249         --           --           --            --           --
   Loans net of unearned discount .......     367,235       59,190       79,121      119,121       168,225       48,137
                                            ---------    ---------    ---------    ---------     ---------    ---------
Total interest earning assets ...........     437,816       73,675       99,737      163,781       218,904       91,269
                                            ---------    ---------    ---------    ---------     ---------    ---------


Interest bearing liabilities:
   Savings and money market accounts ....     309,164         --           --           --            --           --
   Time deposits ........................     110,512       92,175      120,272       16,764        21,380          657
   Securities sold under repurchase
       agreements .......................      79,187         --           --           --            --           --
   FHLB advances ........................     115,000         --           --           --            --           --
   Subordinated notes and debentures ....        --           --           --           --            --         32,000
   Preferred securities .................        --           --           --           --            --         25,300
                                            ---------    ---------    ---------    ---------     ---------    ---------
Total interest bearing liabilities ......     613,863       92,175      120,272       16,764        21,380       57,957
                                            ---------    ---------    ---------    ---------     ---------    ---------
Gap .....................................   $(176,047)   $ (18,500)   $ (20,535)   $ 147,017     $ 197,524    $  33,312
                                            =========    =========    =========    =========     =========    =========
Cumulative gap ..........................   $(176,047)   $(194,547)   $(215,082)   $ (68,065)    $ 129,459    $ 162,771
                                            =========    =========    =========    =========     =========    =========
Gap to assets ratio .....................        -15%          -2%          -2%           13%           17%           3%
Cumulative gap to assets ratio ..........        -15%         -17%         -18%          -6%            11%          14%
</TABLE>






<PAGE>


Loan Portfolio. The following table summarizes the loan portfolio of JBI by loan
category and amount at March 31, 1997 and corresponds to appropriate  regulatory
definitions.  Loans  with a  principal  amount in  excess of 2% of JBI's  equity
capital are generally  considered  to be large loans.  By this  standard,  large
loans were those  exceeding  $1.9  million at March 31,  1997.  Large loans as a
percentage of total loans at that date were 10%.

                                                                    Book Value
                                                                    
     Loans secured by real estate:
          Construction and land development .......................   $ 70,035
          Secured by 1-4 family residential properties ............    214,034
          Secured by multifamily (5 or more) residential properties     20,420
          Secured by non-farm non-residential properties ..........    222,681

     Commercial and industrial loans:
          To U.S. addresses (domicile) ............................    149,838

     Loans to individuals for household, family and other personal
       expenditures (consumer):
          Credit cards and related plans ..........................      9,744
          Other ...................................................    134,976
     Tax exempt industrial development obligations ................      3,379
     All other loans ..............................................      2,255
     Lease financing receivables, net of unearned income ..........     15,916
                                                                      --------
          Total ...................................................   $843,278
                                                                      ========


<PAGE>


Non-Performing  Loans. The following table presents the principal amounts of non
accrual and  renegotiated  loans (1) at March 31, 1997 in addition to a schedule
presenting  loans  contractually  past  due 90 days or  more as to  interest  or
principal still accruing interest.
<TABLE>
<CAPTION>
                                                          March 31,                           December 31,
                                                    ------------------- -----------------------------------------------------
                                                       1997     1996        1996      1995        1994       1993       1992
                                                                        (dollars in thousands)
<S>                                                 <C>        <C>        <C>        <C>        <C>        <C>        <C>    
Loans accounted for on a non-accrual basis ......   $11,093    $14,077    $11,269    $13,127    $10,240    $ 6,832    $ 7,344
Loans renegotiated to provide a reduction or
    deferral of interest or principal ...........      --         --         --         --        1,367      1,493      1,746
                                                    -------    -------    -------    -------    -------    -------    -------
Total non-performing loans (1) ..................    11,093     14,077     11,269     13,127     11,607      8,325      9,090
                                                    -------    -------    -------    -------    -------    -------    -------
Other real estate owned .........................     3,049      4,756      3,537      4,260      6,093      5,937      5,710
                                                    -------    -------    -------    -------    -------    -------    -------
Total non-performing assets (1) .................   $14,142    $18,833    $14,806    $17,387    $17,700    $14,262    $14,800
                                                    =======    =======    =======    =======    =======    =======    =======
Non-performing loans/total loans (1) ............      1.32%      1.79%      1.36%      1.69%      1.83%      1.56%      1.81%
Non-performing assets/total loans and
    non-performing assets (1) ...................      1.67%      2.38%      1.78%      2.23%      2.76%      2.64%      2.91%
Loans past due 90 days or more as to interest
    or principal payments still accruing interest
    and not included in non-accrual loans .......   $ 7,385    $ 5,785    $ 4,478    $ 6,898    $ 6,190    $ 4,564    $ 3,656
                                                    =======    =======    =======    =======    =======    =======    =======
</TABLE>



    At March 31,  1997 the ratio of the  allowance  for  credit  losses to total
loans amounted to 1.59%. On an annualized basis, the ratio of net charge-offs to
average  loans  was .56% for the  three  month  period  ended  March  31,  1997.

Non-accrual  loans(1)  decreased to $11.1  million at March 31, 1997 compared to
$11.3 million at December 31, 1996. The decrease reflects approximately $872,000
of charge-offs, $838,000 of additions and $124,000 of payments.

Other real estate owned  amounted to $3.0 million at March 31, 1997  compared to
$3.5 million at December 31, 1996.  Activity in the three months ended March 31,
1997 reflects sales and other receipts of $240,000,  and  charge-offs  and other
write downs of $239,000.

Interest on Non-Accrual  Loans(1).  If interest on non-accrual loans(1) had been
accrued, such income would have been $273,000 and $341,000, respectively for the
first three months of 1997 and 1996.

Provision for Credit Losses. The provision for credit losses for the first three
months of 1997 was  $825,000  compared to $759,000 in the three three  months of
1996, reflecting increased loan volume.

- --------------------------------------------------------------------------------
(1) Excluding loans past due 90 days or more still accruing interest.




<PAGE>


Summary of Credit Loss  Experience.  The following  table  summarizes the credit
loss experience of JBI for the periods shown:
<TABLE>
<CAPTION>

                                                      March 31,                           December 31,
                                               ---------------------- ---------------------------------------------------------
                                                  1997       1996      1996       1995        1994       1993       1992
                                                                       (dollars in thousands)
<S>                                             <C>        <C>        <C>        <C>        <C>        <C>        <C>    
Balance in the allowance for credit losses at
    beginning of period .....................   $13,734    $14,991    $14,991    $ 8,986    $ 6,867    $ 6,468    $ 5,228
                                                -------    -------    -------    -------    -------    -------    -------

Loans charged-off:
    Commercial ..............................       483        475      1,914      2,816      1,198        736      1,051
    Construction ............................      --           59        473       --          167       --          134
    Real estate mortgage ....................       589        321      4,272      1,588      1,768      1,274      1,209
    Credit card .............................        70         21        160         16       --         --         --
    Installment and lease financing .........       127        137        522        435        236        243        157
                                                -------    -------    -------    -------    -------    -------    -------
       Total ................................     1,269      1,013      7,341      4,855      3,369      2,253      2,551
                                                -------    -------    -------    -------    -------    -------    -------

Recoveries:
    Commercial ..............................        29         30        109        265        309         73         43
    Construction ............................      --         --         --         --         --            1       --
    Real estate mortgage ....................        44         43        901        437        196         31         41
    Credit card .............................         8       --         --         --         --         --         --
    Installment and lease financing .........        21         10         51         51         28         28         21
                                                -------    -------    -------    -------    -------    -------    -------
       Total ................................       102         83      1,061        753        533        133        105
                                                -------    -------    -------    -------    -------    -------    -------
Net charge-offs .............................     1,167        930      6,280      4,102      2,836      2,120      2,446
Acquisitions ................................      --         --         --        6,121      3,098       --         --
Provision charged to operations .............       825        759      5,023      3,986      1,857      2,519      3,686
                                                -------    -------    -------    -------    -------    -------    -------
Balance in allowance for credit losses at end
    of period ...............................   $13,392    $14,820    $13,734    $14,991    $ 8,986    $ 6,867    $ 6,468
                                                =======    =======    =======    =======    =======    =======    =======
Net charge-offs/average loans ...............      0.56%      0.48%      0.79%      0.58%      0.50%      0.42%      0.50%
</TABLE>



<PAGE>


Part II. Other Information

Item 6. Reports on Form 8-K
          1. Form 8-K filed January 24, 1997
          Item (5) Other material events:  the completed acquisition of United 
          Valley Bancorp, Inc.
<PAGE>

SIGNATURES Pursuant to the requirements of Section 13 of the Securities Exchange
Act of 1934, the Registrant has caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.

                                JEFFBANKS, INC.
                                  (Registrant)

Dated:  May 9, 1997                By /s/ Paul Frenkiel
                                      ------------------------------------------
                                      Paul Frenkiel
                                      Chief Financial Officer

Dated:  May 9, 1997                By /s/ Patricia DiPietro
                                      ------------------------------------------
                                      Patricia DiPietro
                                      Assistant Secretary

<TABLE> <S> <C>
                                              
<ARTICLE>                                          9
<MULTIPLIER>                                                  1000
                                                    
<S>                                                <C>
<PERIOD-TYPE>                                      3-mos
<FISCAL-YEAR-END>                                  Dec-31-1997
<PERIOD-END>                                       Mar-31-1997
<CASH>                                                       39378
<INT-BEARING-DEPOSITS>                                        4765
<FED-FUNDS-SOLD>                                             45975
<TRADING-ASSETS>                                                 0
<INVESTMENTS-HELD-FOR-SALE>                                 195243
<INVESTMENTS-CARRYING>                                         686
<INVESTMENTS-MARKET>                                           692
<LOANS>                                                     843278
<ALLOWANCE>                                                  13392
<TOTAL-ASSETS>                                             1163040
<DEPOSITS>                                                  800666
<SHORT-TERM>                                                115000
<LIABILITIES-OTHER>                                          18294
<LONG-TERM>                                                  57300
                                            0
                                                      0
<COMMON>                                                      4976
<OTHER-SE>                                                   87617
<TOTAL-LIABILITIES-AND-EQUITY>                             1163040
<INTEREST-LOAN>                                              18755
<INTEREST-INVEST>                                             2729
<INTEREST-OTHER>                                               717
<INTEREST-TOTAL>                                             22201
<INTEREST-DEPOSIT>                                            6969
<INTEREST-EXPENSE>                                           10413
<INTEREST-INCOME-NET>                                        11788
<LOAN-LOSSES>                                                  825
<SECURITIES-GAINS>                                               0
<EXPENSE-OTHER>                                               8905
<INCOME-PRETAX>                                               4042
<INCOME-PRE-EXTRAORDINARY>                                    2684
<EXTRAORDINARY>                                                  0
<CHANGES>                                                        0
<NET-INCOME>                                                  2684
<EPS-PRIMARY>                                                    0.52
<EPS-DILUTED>                                                    0.52
<YIELD-ACTUAL>                                                   4.50
<LOANS-NON>                                                  11093
<LOANS-PAST>                                                  7385
<LOANS-TROUBLED>                                                 0
<LOANS-PROBLEM>                                                  0
<ALLOWANCE-OPEN>                                             13734
<CHARGE-OFFS>                                                 1269
<RECOVERIES>                                                   102
<ALLOWANCE-CLOSE>                                            13392
<ALLOWANCE-DOMESTIC>                                         13392
<ALLOWANCE-FOREIGN>                                              0
<ALLOWANCE-UNALLOCATED>                                          0
                                                    

</TABLE>


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