<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) July 15, 1999
JeffBanks, Inc.
(Exact name of registrant as specified in its charter)
Pennsylvania 0-22850 23-2189480
(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification No.)
incorporation)
1845 Walnut Street, Philadelphia, Pennsylvania 19103
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (215) 861-7000
1609 Walnut Street, Philadelphia, Pennsylvania 19103
(Former name or former address, if changed since last Report.)
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Item 5 Other Events.
On July 15, 1999, the Company announced that operating
earnings for the second quarter of 1999 increased to $4.2 million in
1999 as compared to $1.9 million in the second quarter of 1998. A copy
of the Company's press release is attached to this Form 8-K as an
Exhibit and is incorporated herein by reference.
Item 7(c) Exhibits.
99. Press Release dated July 15, 1999 by JeffBanks, Inc.
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 hereunto duly authorized.
JeffBanks, Inc.
Dated: July 29, 1999 By: /s/ Paul Frenkiel
------------------------------
Paul Frenkiel
Chief Financial Officer
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NEWS RELEASE
NASDAQ: "JEFF"
For further information:
Paul Frenkiel
Chief Financial Officer
(610) 343-3211
JEFFBANKS, INC. ANNOUNCES A 121% INCREASE IN
OPERATING EARNINGS
(July 15, 1999 - Philadelphia, PA) JeffBanks, Inc. (JBI), the holding
company of Jefferson Bank (Pennsylvania) and Jefferson Bank New Jersey,
announced that operating earnings for the second quarter of 1999 increased by
121%, to $4.2 million in 1999 compared to $1.9 million in the second quarter of
1998. Diluted earnings per share amounted to $.38 and $.17 in those respective
periods. Net interest income (FTE) increased to $17.7 million from $15.2
million, an increase of 16%. Return on average assets for the second quarter of
1999 increased to .97% compared to .50% in the second quarter of 1998 (before
merger-related non-recurring charges) while return on average equity increased
to 12.80% compared to 6.25%, respectively.
Operating earnings for the first six months of 1999 increased by 56%, to
$8.1 million from $5.2 million in the prior year. Diluted earnings per share
amounted to $.74 and $.47 in those respective periods. Return on average assets
for the first six months of 1999 increased to .95% compared to .67% in the first
six months of 1998 (before merger-related non-recurring charges) while return on
average equity increased to 12.30% compared to 8.41%, respectively.
Average loans increased 23% to $1.28 billion compared to $1.04 billion for
the comparable prior year period. Average total deposits amounted to $1.27
billion at June 30, 1999 up from $1.12 billion at the same date in 1998
representing an increase of 13%, while average non-interest bearing demand
deposits increased 28% to $201.4 million from $156.8 million the prior year. At
June 30, 1999 fully diluted book value per share was $11.78.
Betsy Z. Cohen, CEO stated, "We are excited about the opportunities our
alliance with Hudson United will present as we retain and expand the Jefferson
brand in the Delaware Valley. We will not only continue to serve our customers
with the attentiveness and dedication which remain an inherent part of our
corporate culture, but we will add a range of services and capabilities which
have been unavailable to our customers. We look forward to the merger closing in
the fourth quarter of 1999, and the benefits which will accrue to our customers
after that time."
All amounts for current and prior periods have been restated to reflect the
acquisition of Regent Bancshares Corp. which was accounted for by the pooling of
interests method of accounting, which required such restatement.
The subsidiaries of JBI are Member FDIC commercial banks which operate 31
branches in the greater Philadelphia region of Pennsylvania and southern New
Jersey.
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JeffBanks, Inc.
Consolidated Balance Sheet
UNAUDITED
<TABLE>
<CAPTION>
June 30, December 31,
1999 1998
--------- ------------
(in thousands)
<S> <C> <C>
Assets:
Cash and cash equivalents:
Cash and due from banks $ 52,207 $ 54,599
Federal funds sold 79,100 0
---------- ----------
131,307 54,599
Investment securities available for sale 313,281 301,366
Investment securities held to maturity 675 677
Mortgages held for sale 19,951 14,600
Loans, net 1,326,746 1,202,932
Premises and equipment, net 24,114 24,085
Accrued interest receivable 15,043 15,929
Other real estate owned 2,343 3,114
Goodwill 3,870 4,059
Other assets 20,054 15,745
---------- ----------
Total assets $1,857,384 $1,637,106
========== ==========
Liabilities and shareholders' equity:
Deposits:
Demand (non-interest bearing) $ 222,976 $ 207,881
Savings and money market 492,007 465,984
Time deposits 516,323 477,057
Time deposits, $100,000 and over 153,117 125,358
---------- ----------
1,384,423 1,276,280
Securities sold under repurchase agreements 57,064 39,635
FHLB advances 202,175 109,182
Subordinated notes and debentures 31,920 32,000
Trust preferred securities 25,300 25,300
Accrued interest payable 17,687 15,444
Other liabilities 6,893 7,587
---------- ----------
Total liabilities 1,725,462 1,505,428
---------- ----------
Shareholders' equity:
Common Stock - authorized, 20,000,000 shares of $1 par value;
issued and outstanding 10,583,209 and 10,486,620 shares,
respectively 10,583 10,487
Additional paid-in capital 98,177 97,308
Retained earnings 26,961 21,933
Accumulated other comprehensive income (3,799) 1,950
---------- ----------
Total shareholders' equity 131,922 131,678
---------- ----------
Total liabilities and shareholders' equity $1,857,384 $1,637,106
========== ==========
</TABLE>
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JeffBanks, Inc.
Consolidated Statements of Income
UNAUDITED
<TABLE>
<CAPTION>
Six Months Ended June 30, Three Months Ended June 30,
1999 1998 1999 1998
---- ---- ---- ----
(in thousands, except per share data)
<S> <C> <C> <C> <C>
Interest income:
Loans including fees $52,816 $47,155 $27,161 $24,045
Investment securities 9,095 11,225 4,670 5,467
Federal funds sold 544 1,310 306 643
------- ------- ------- -------
62,455 59,690 32,137 30,155
------- ------- ------- -------
Interest expense
Time deposits, $100,000 and over 3,307 3,006 1,783 1,531
Other deposits 19,906 15,826 9,954 9,754
FHLB advances 4,114 4,669 2,215 2,281
Subordinated notes and debentures 1,431 1,434 714 770
Trust preferred securites 1,170 1,276 585 585
Securities sold under repurchase agreements 1,159 1,342 594 630
------- ------- ------- -------
31,087 30,553 15,845 15,551
------- ------- ------- -------
Net interest income 31,368 29,137 16,292 14,604
Provision for credit losses 2,985 3,513 1,530 2,547
------- ------- ------- -------
Net interest income after provision
for credit losses 28,383 25,624 14,762 12,057
------- ------- ------- -------
Non-interest income:
Service fees on deposit accounts 2,062 1,697 1,126 819
Gain on sales of residential mortgages and
capitalized mortgage servicing rights 1,575 1,689 969 953
Gain on sale of mortgage servicing 625 625
Gain on sales of investment securities 712 306 63
Mortgage servicing fees 594 582 281 286
Merchant credit card deposit fees 1,570 1,062 875 575
Credit card fee income 287 311 132 154
Other 1,284 1,102 607 555
------- ------- ------- -------
8,084 7,374 3,990 4,030
------- ------- ------- -------
Non-interest expense:
Salaries and employee benefits 12,411 12,666 6,238 6,813
Occupancy expense 2,258 2,222 1,125 1,095
Depreciation 1,415 1,236 750 659
FDIC expense 71 68 36 35
Data processing expense 694 602 308 317
Legal 519 1,121 216 794
Stationery, printing and supplies 590 599 294 292
Shares tax 560 583 265 355
Advertising 571 783 329 417
Other real estate owned maintenance expense 130 29 37 18
Loss on sale and write-downs of other
real estate owned 5 29 6 (2)
Amortization of intangibles 659 433 349 160
Credit card origination expense 276 425 136 224
Credit card processing expense 452 425 220 238
Merchant card expense 1,399 834 795 444
Other 4,174 5,512 2,256 3,754
------- ------- ------- -------
26,184 27,567 13,360 15,603
------- ------- ------- -------
Income before income taxes 10,283 5,431 5,392 484
Income taxes 2,152 1,798 1,155 100
------- ------- ------- -------
Net income $ 8,131 $ 3,633 $ 4,237 $ 384
======= ======= ======= =======
Per share data:
Average number of common shares (basic) 10,517 10,232 10,540 10,269
Average number of common shares (diluted) 11,010 11,095 11,091 11,157
Net income per common share (basic) $ 0.77 $ 0.36 $ 0.40 $ 0.04
Net income per common share (diluted) $ 0.74 $ 0.33 $ 0.38 $ 0.03
</TABLE>
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JEFFBANKS, INC.
Financial Highlights -- Second Quarter 1999
(dollars and average shares in thousands)
<TABLE>
<CAPTION>
As of or 3 Mos. As of or 3 Mos. As of or 6 Mos. As of or 6 Mos.
Ended 6/30/99 Ended 6/30/98 Ended 6/30/99 Ended 6/30/98
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Income Statement:
Net interest income $16,292 $14,604 $31,368 $29,137
Net interest income(FTE) 17,662 15,157 33,908 30,107
Provision for credit losses 1,530 2,547 2,985 3,513
Non-interest income 3,990 4,030 8,084 7,374
Non-interest expense 13,360 15,603 26,184 27,567
Income before income taxes 5,392 484 10,283 5,431
Income taxes 1,155 100 2,152 1,798
------- ------- ------- -------
Net income $ 4,237 $ 384 $ 8,131 $ 3,633
======= ======= ======= =======
Common Shares Data:
Average shares (basic) 10,540 10,269 10,517 10,232
Average shares (diluted) 11,091 11,157 11,010 11,095
------- ------- ------- -------
Net income (A) $ 4,237 $ 1,945 $ 8,131 $ 5,194
======= ======= ======= =======
Net income (basic)(A) $ 0.40 $ 0.19 $ 0.77 $ 0.51
======= ======= ======= =======
Net income (diluted)(A) $ 0.38 $ 0.17 $ 0.74 $ 0.47
======= ======= ======= =======
Net income $ 4,237 $ 384 $ 8,131 $ 3,633
======= ======= ======= =======
Net income (basic) $ 0.40 $ 0.04 $ 0.77 $ 0.36
======= ======= ======= =======
Net income (diluted) $ 0.38 $ 0.03 $ 0.74 $ 0.33
======= ======= ======= =======
Dividends declared $ 0.155 $ 0.08 $ 0.31 $ 0.17
Book value (diluted) $ 11.78 $ 11.13 $ 11.78 $ 11.13
Operating Ratios:
ROAA(A) 0.97% 0.50% 0.95% 0.67%
ROAA 0.97% 0.10% 0.95% 0.47%
ROAE(A) 12.80% 6.25% 12.30% 8.41%
ROAE 12.80% 1.23% 12.30% 5.88%
Efficiency ratio(FTE) 61.70% 81.59% 63.43% 74.15%
Net interest margin(FTE) 4.30% 4.09% 4.24% 4.13%
Equity/assets 7.10% 7.33% 7.10% 7.33%
Asset Quality:
Non-accrual loans $10,469 $11,250
Other real estate owned 2,343 1,987
Total non-performing assets 12,812 13,237
Past due 90 days,
still accruing 6,293 6,556
Ratios:
NPA's/loans+OREO 0.94% 1.16%
NPA's/assets 0.69% 0.78%
Allowance/loans 0.90% 1.23%
</TABLE>
(A) Before non-recurring merger-related charges related to the Regent
acquisition incurred in the second quarter of 1998.
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JEFFBANKS, INC.
Financial Highlights -- Second Quarter 1999
(dollars and average shares in thousands)
<TABLE>
<CAPTION>
As of or 3 Mos. As of or 3 Mos. As of or 6 Mos. As of or 6 Mos.
Ended 6/30/99 Ended 6/30/98 Ended 6/30/99 Ended 6/30/98
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Allowance for Credit Losses:
Beginning of period $11,930 $13,642 $12,407 $14,136
Charge-offs 1,580 2,672 3,875 4,292
Recoveries 323 534 686 694
Provision 1,530 2,547 2,985 3,513
End of period $12,203 $14,051 $12,203 $14,051
Net charge-offs/
average loans (annualized) 0.38% 0.81% 0.50% 0.69%
Average Balance Sheet:
Loans $1,314,927 $1,060,833 $1,278,206 $1,039,051
Earning assets 1,642,461 1,482,049 1,599,660 1,455,435
Deposits 1,298,103 1,143,201 1,268,130 1,124,059
Assets 1,750,800 1,567,681 1,703,800 1,555,307
Total equity 132,456 124,412 132,196 123,543
Ending Balance Sheet:
Loans $1,358,900 $1,140,702 $1,358,900 $1,140,702
Allowance for credit losses 12,203 14,051 12,203 14,051
Deposits 1,384,423 1,289,992 1,384,423 1,289,992
Assets 1,857,384 1,696,577 1,857,384 1,696,577
Total equity 131,922 124,397 131,922 124,397
</TABLE>