SUN BANCORP INC /NJ/
10-Q, 1996-11-14
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q


(Mark One)
[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
             OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended                   September 30, 1996
                                                -------------------

                                       OR

[   ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
            OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                         to 
                                ----------------------    ----------------------

Commission file number                        0 - 20957 
                          ------------------------------------------------------


                                SUN BANCORP, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                    New Jersey                                52-1382541
     ---------------------------------------------         ----------------
     (State or other jurisdiction of incorporation         (I.R.S. Employer
         or organization)                                  Identification)

                  226 Landis Avenue, Vineland, New Jersey 08360
                  ---------------------------------------------
                    (Address of principal executive offices)
                                   (Zip Code)

                                (609) 691 - 7700
              ----------------------------------------------------
              (Registrant's telephone number, including area code)



     ----------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report)

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.       Yes  X   No
                                                    ---     ---

                      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 practicable date.

$ 1.00 Par Value Common Stock            1,847,879             November 6, 1996
- -----------------------------            ---------             ----------------
         Class                 Number of shares outstanding          Date

                                        1


<PAGE>



SUN BANCORP, INC.
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
<TABLE>
<CAPTION>

                                                                                   September 30,     December 31,
                                                                                       1996              1995
                                                                                       ----              ----
                                                                                    (Unaudited)

ASSETS

<S>                                                                                  <C>              <C>          
Cash and due from banks                                                              $  21,923,596    $  17,242,366
Federal funds sold                                                                               -                -
                                                                                     -------------    -------------

  Cash and cash equivalents                                                             21,923,596       17,242,366
Investment securities available for sale (amortized cost -
  $128,257,737; 1996, and $146,379,244; 1995)                                          125,359,332      147,008,896
Loans receivable (net of allowance for loan losses -
  $2,375,055; 1996, and $2,064,640; 1995)                                              265,310,684      183,633,631
Bank properties and equipment                                                           11,560,107       11,419,175
Real estate owned, net                                                                     573,863          876,302
Accrued interest receivable                                                              3,511,077        2,564,921
Excess of cost over fair value of assets acquired                                        5,571,893        6,191,919
Deferred taxes                                                                           1,953,791          205,169
Other assets                                                                               506,063          752,257
                                                                                     -------------    -------------

TOTAL                                                                                $ 436,270,406    $ 369,894,636
                                                                                     =============    =============

LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES

Deposits                                                                             $ 380,159,613    $ 335,247,796
Advances from the Federal Home Loan Bank                                                15,000,000        8,000,000
Federal funds purchased and securities sold under agreements to repurchase              13,212,841                -

Other liabilities                                                                        2,166,427        1,976,044
                                                                                     -------------    -------------
  Total liabilities                                                                    410,538,881      345,223,840
                                                                                     -------------    -------------

SHAREHOLDERS' EQUITY

Preferred stock, none issued                                                                     -                -

Common stock, $1 par value, 10,000,000 shares authorized,
  issued and outstanding: 1,759,987 in 1996; and 1,651,175 in 1995;                      1,759,987        1,651,175
Surplus                                                                                 18,097,909       17,197,275
Retained earnings                                                                        7,573,956        5,406,774
Unrealized (loss) gain on securities available for sale, net of income taxes            (1,700,327)         415,572
                                                                                     -------------    -------------
  Total shareholders' equity                                                            25,731,525       24,670,796
                                                                                     -------------    -------------
TOTAL                                                                                $ 436,270,406    $ 369,894,636
                                                                                     =============    =============
</TABLE>

- --------------------------------------------------------------------------------
    See notes to consolidated financial statements

                                        2


<PAGE>

SUN BANCORP, INC.
CONSOLIDATED STATEMENTS OF INCOME

<TABLE>
<CAPTION>
                                                              For the Three Months           For the Nine Months
                                                              Ended September 30,            Ended September 30,
                                                              -------------------            -------------------
                                                              1996           1995            1996            1995
                                                              ----           ----            ----            ----
                                                                                (Unaudited)

INTEREST INCOME:
<S>                                                      <C>             <C>            <C>              <C>    
  Interest and fees on loans                             $  6,042,729    $ 3,989,084    $ 15,639,104     $ 10,800,740
  Interest on investment securities                         1,874,270      1,584,971       5,583,751        3,514,951
  Interest on federal funds sold                                  466         54,857          65,489          428,968
                                                           ----------     ----------      ----------       ----------
    Total interest income                                   7,917,465      5,628,912      21,288,344       14,744,659
                                                           ----------     ----------      ----------       ----------

INTEREST EXPENSE:

  Interest on deposits                                      3,222,283      2,007,181       8,733,467        5,252,533
  Interest on borrowed funds                                  207,165         16,733         294,233           18,260
                                                           ----------     ----------      ----------       ----------

    Total interest expense                                  3,429,448      2,023,914       9,027,700        5,270,793
                                                           ----------     ----------      ----------       ----------

    Net interest income                                     4,488,017      3,604,998      12,260,644        9,473,866

PROVISION FOR LOAN  LOSSES                                    225,000        257,660         675,000          547,660
                                                           ----------     ----------      ----------       ----------
    Net interest income after provision for loan losses     4,263,017      3,347,338      11,585,644        8,926,206
                                                           ----------     ----------      ----------       ----------

OTHER INCOME:

  Service charges on deposit accounts                         262,183        169,875         750,455          455,672
  Other service charges                                        41,527         16,976          86,274           45,846
  Gain on sale of fixed assets                                    700                         15,229
  Gain on sale of loans                                                                                       207,984
  Gain on sale of investment securities                        12,166         49,021         203,454           49,021
  Other                                                       137,225        101,910         256,879          280,553
                                                           ----------     ----------      ----------       ----------
   Total other income                                         453,801        337,782       1,312,291        1,039,076
                                                           ----------     ----------      ----------       ----------

OTHER EXPENSES:

  Salaries and employee benefits                            1,929,949      1,238,468       4,797,294        3,380,654
  Occupancy expense                                           304,073        407,682       1,074,118          971,414
  Equipment expense                                           232,557        122,091         582,342          301,277
  Professional fees and services                               88,964         58,018         243,111          206,153
  Data processing expense                                     285,596        165,067         800,855          403,833
  Amortization of excess of cost over
   fair value of assets acquired                              206,606         97,186         620,026          192,399
  Postage and supplies                                         97,342         89,413         339,880          224,660
  Insurance                                                    60,006          2,223         133,970          310,780
  Other                                                       404,016        406,695       1,138,159        1,085,718
                                                           ----------     ----------      ----------       ----------
    Total other expenses                                    3,609,109      2,586,843       9,729,755        7,076,888
                                                           ----------     ----------      ----------       ----------
INCOME BEFORE INCOME TAXES                                  1,107,709      1,098,277       3,168,180        2,888,394
INCOME TAXES                                                  333,000        329,000       1,001,000          829,000
                                                           ----------     ----------      ----------       ----------

NET INCOME                                               $    774,709    $   769,277    $  2,167,180     $  2,059,394
                                                           ==========     ==========      ==========       ==========

Earnings per common and common equivalent share

    Net income                                           $       0.42    $      0.45    $       1.22     $       1.21
                                                           ==========     ==========      ==========       ==========
Earnings per common share - assuming full dilution

    Net income                                           $       0.42    $      0.45    $       1.21     $       1.21
                                                           ==========     ==========      ==========       ==========
</TABLE>
- -------------------------------------------------------
     See notes to consolidated financial statements

                                        3


<PAGE>



SUN BANCORP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>


                                                                                          For the Nine Months
                                                                                           Ended September 30,
                                                                                          --------------------
                                                                                          1996            1995
                                                                                          ----            ----
                                                                                              (Unaudited)

OPERATING ACTIVITIES:

<S>                                                                                <C>              <C>          
  Net income                                                                       $   2,167,180    $   2,059,394

  Adjustments  to  reconcile  net  income  to net  cash  provided  by  operating
   activities:
    Provision for loan losses                                                            675,000          547,660

    Depreciation and amortization                                                        351,878          221,075

    Amortization of excess cost over fair value of assets acquired                       620,026          192,399
    Gain on sale of investment securities available for sale                            (203,454)
    Gain on sale of bank properties and equipment                                        (15,229)
    Gain on sale of loans
                                                                                                         (207,984)
    Change in assets and liabilities which (used) provided cash:
      Accrued interest and other assets                                               (1,358,576)

      Accounts payable and accrued expenses                                              190,383          660,299
                                                                                      ----------        ---------

        Net cash provided by operating activities                                      2,427,208        2,029,885
                                                                                      ----------        ---------
INVESTING ACTIVITIES:
  Purchases of investment securities held to maturity                                                 (61,745,458)

  Purchases of investment securities available for sale                             (154,241,179)
  Increase of investment securities resulting from branch acquisition                                 (45,600,000)
  Proceeds from maturities of investment securities held to maturity                                   69,792,560

  Proceeds from maturities of investment securities available for sale                68,156,579
  Proceeds from maturities of mortgage-backed securities held to maturity                                 113,512

  Proceeds from sale of investment securities available for sale                      53,881,713
  Proceeds from sale of mortgage-backed securities available for sale                 50,850,000
  Proceeds from sale of loans                                                                           1,870,608
  Net increase in loans                                                              (82,352,053)     (33,648,284)
  Purchase of bank properties and equipment                                             (492,810)      (2,407,306)
  Proceeds from sale of bank properties and equipment                                     15,229
  Excess of cost over fair value of branch assets acquired                                             (2,082,310)
  Decrease (increase) in real estate owned, net                                          302,439          (55,120)
                                                                                     -----------      ----------- 
        Net cash used in investing activities                                        (63,880,082)     (71,423,978)
                                                                                     -----------      -----------

</TABLE>








                                        4


<PAGE>



SUN BANCORP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS - continued

<TABLE>
<CAPTION>


FINANCING ACTIVITIES:
<S>                                                                                     <C>           <C>       
  Net increase in deposits                                                                44,911,817     18,473,222

  Increase in deposits resulting from branch acquisition                                                 52,316,958
  Net short-term borrowings                                                               20,212,841
  Proceeds from exercise of stock options                                                  1,009,446        592,860

  Proceeds from issuance of common stock                                                                    260,000
                                                                                                         ----------

        Net cash provided by financing activities                                         66,134,104     71,643,040
                                                                                          ----------     ----------

NET INCREASE IN CASH AND CASH EQUIVALENTS                                                  4,681,230      2,248,947
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                            17,242,366     10,170,697
                                                                                          ----------     ---------- 

CASH AND CASH EQUIVALENTS, END OF PERIOD                                               $ 21,923,596   $  12,419,644
                                                                                         ==========      ==========
</TABLE>

- --------------------------------------------------------------------
    See notes to consolidated financial statements

                                        5


<PAGE>




                                SUN BANCORP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1)      Summary of Significant Accounting Policies

         Basis of Financial Statement Presentation

         The audited and unaudited  consolidated  financial statements contained
         herein for Sun Bancorp,  Inc. (the  "Company")  include the accounts of
         Sun Bancorp,  Inc. and its wholly-owned  subsidiary,  Sun National Bank
         (the "Bank") and the bank's wholly-owned subsidiary, Med-Vine, Inc. All
         significant   inter-company   balances  and   transactions   have  been
         eliminated.

         The  accompanying  consolidated  financial  statements were prepared in
         accordance  with  instructions  to Form  10-Q,  and  therefore,  do not
         include information or footnotes necessary for a complete  presentation
         of  financial  position,  results  of  operations  and  cash  flows  in
         conformity with generally accepted accounting principles.  However, all
         normal recurring  adjustments which, in the opinion of management,  are
         necessary for a fair  presentation  of the financial  statements,  have
         been included. These financial statements should be read in conjunction
         with  the  audited  financial  statements  and the  accompanying  notes
         thereto  included in the  Company's  Annual Report for the period ended
         December  31, 1995.  The results for the nine months and quarter  ended
         September 30, 1996 are not  necessarily  indicative of the results that
         may be expected for the fiscal year ending December 31, 1996.

(2)      Loans

         The components of loans as of  September 30, 1996 and December 31, 1995
         were as follows:

                                        September 30, 1996   December 31, 1995
                                            (Unaudited)

Commercial and industrial                 $ 196,883,794      $  118,874,150
Real estate-residential mortgages            54,083,901          54,414,800
Installment                                  16,718,044          12,409,321
                                            -----------         -----------
  Total gross loans                         267,685,739         185,698,271
Allowance for loan losses                    (2,375,055)         (2,064,640)
                                            -----------         -----------
  Net Loans                              $  265,310,684      $  183,633,631
                                            ===========         ===========

Non-accrual loans                        $    1,947,129      $    2,658,118














                                        6


<PAGE>





(3)      Allowance For Loan Losses

         Changes in the allowance for loan losses were as follows:

                                      For the nine
                                          month
                                      period ended       December 31, 1995
                                      September 30,
                                          1996
                                       (Unaudited)

Balance, beginning of period          $  2,064,640          $ 1,607,375
Charge-offs                               (377,311)            (426,289)
Recoveries                                  12,726               75,894
                                         ---------            ---------
  Net charge-offs                         (364,585)            (350,395)
Provision for loan losses                  675,000              807,660
                                         ---------            ---------
Balance, end of period                $  2,375,055          $ 2,064,640
                                         =========            =========



         The  provision  for loan  losses  charged to expense is based upon past
         loan and loss  experience and an evaluation of potential  losses in the
         current loan  portfolio,  including the  evaluation  of impaired  loans
         under SFAS Nos. 114 and 118. A loan is considered to be impaired  when,
         based upon current information and events, it is probable that the Bank
         will be unable to collect all amounts due according to the  contractual
         terms of the loan.

         An insignificant delay or insignificant shortfall in amount of payments
         does not necessarily result in a loan being identified as impaired. For
         this  purpose,   delays  less  than  90  days  are   considered  to  be
         insignificant.

         Impairment  losses are included in the provision for loan losses.  SFAS
         Nos.  114 and 118 do not  apply to large  groups  of  smaller  balance,
         homogeneous  loans  that are  collectively  evaluated  for  impairment,
         except   for  those   loans   restructured   under  a   troubled   debt
         restructuring.  Loans  collectively  evaluated for  impairment  include
         consumer loans and residential  real estate loans, and are not included
         in the data that follows:

<TABLE>
<CAPTION>


                                                                 September 30,      December 31,
                                                                      1996              1995
                                                                  (Unaudited)

Impaired loans with related reserve for loan
<S>                                                            <C>                   <C>        
  losses ($296,307) calculated under SFAS No. 114                      --            $  454,489
Impaired loans with no related reserve for loan
  losses calculated under SFAS No. 114                         $  619,939               527,908
                                                                  -------               -------
Total impaired loans                                           $  619,939            $  982,397

                                                                  For the Nine
                                                                  Months Ended
                                                                  September 30,     December 31,
                                                                      1996              1995
                                                                  (Unaudited)

Average impaired loans                                         $  589,262            $  411,289
Interest income recognized on impaired loans                           --                18,561
Cash basis interest income recognized on impaired loans                --                    --

</TABLE>


                                        7


<PAGE>









(4)      Deposits

         Deposits consist of the following major classifications:

                                          September 30,     December 31, 1995
                                              1996
                                           (Unaudited)

Demand deposits                          $  126,696,843      $  128,802,293
Savings deposits                             67,604,558          66,970,293
Time certificates under $100,000            148,471,463         122,415,317
Time certificates $100,000 or more           37,386,749          17,059,893
                                            -----------         -----------
  Total                                  $  380,159,613      $  335,247,796
                                            ===========         ===========


         Of the total demand deposits,  approximately,  $68,082,000  (unaudited)
         and  $62,700,000  are  non-interest  bearing at September  30, 1996 and
         December 31, 1995.

(5)      Dividends

         On September 17, 1996, the Company declared a 5% stock dividend paid on
         October 30, 1996 to  shareholders  of record at October  15,  1996.  No
         fractional  shares  were  issued,  and in  lieu  thereof,  shareholders
         received cash based on the fair market value of the common stock on the
         record date.

         The dividend had no effect on the consolidated  financial statements at
         or for the nine month period ended September 30, 1996.

                                        8


<PAGE>




         (6)      Earnings Per Share

         Earnings per share were calculated as follows:

<TABLE>
<CAPTION>


                                                For the Three Month Periods Ended            For the Nine Month Periods Ended
                                                          September 30,                                September 30,
                                                ---------------------------------            ---------------------------------
                                                                              (Unaudited)

PRIMARY                                                  1996                   1995                  1996               1995
                                                         ----                   ----                  ----               ----
Assumptions:

<S>                                                 <C>                   <C>                    <C>                 <C>        
  Net income for the period                         $    774,709          $     769,277          $  2,167,180        $ 2,059,394
  Average common shares outstanding                    1,759,987              1,648,609             1,694,700          1,634,868
  Dilutive options outstanding to purchase
   equivalent shares                                     217,643                184,296               217,643            184,296
  Average exercise price per share                  $     11.282          $       8.640          $     11.282        $     8.640
  Estimated market value per common share
    to be used                                      $      21.04          $       13.00          $      18.85        $     13.00
Computations:
  Application of assumed proceeds:
  Towards repurchase of outstanding
    common shares at applicable market value        $  2,455,448          $   1,592,317          $  2,455,448       $  1,592,317
 Adjustment of shares outstanding:
  Actual average shares outstanding                    1,759,987              1,648,609             1,694,700          1,634,868
  Net additional shares issuable                         100,958                 61,810                87,365             61,810
                                                       ---------              ---------             ---------          ---------
  Adjusted shares outstanding                          1,860,945              1,710,419             1,782,065          1,696,678
                                                       =========              =========             =========          =========
 Earnings per share:
  Before adjustment                                 $       0.44          $        0.47          $       1.28       $       1.26
                                                       =========              =========             =========          =========

  After adjustment                                  $       0.42          $        0.45          $       1.22       $       1.21
                                                       =========              =========             =========          =========

FULLY DILUTED
Assumptions:
  Net income for the period                         $    774,709          $     769,277          $  2,167,180        $ 2,059,394
  Average common shares outstanding                    1,759,987              1,648,609             1,694,700          1,634,868
  Dilutive options outstanding to purchase
   equivalent shares                                     217,643                184,296               217,643            184,296
  Average exercise price per share                  $     11.282          $       8.640          $     11.282        $     8.640
  Estimated market value per common share
    to be used                                      $      21.04          $       13.00          $      21.00        $     13.00
Computations:
  Application of assumed proceeds:
  Towards repurchase of outstanding
    common shares at applicable market value        $  2,455,448          $   1,592,317          $  2,455,448       $  1,592,317
 Adjustment of shares outstanding:
  Actual average shares outstanding                    1,759,987              1,648,609             1,694,700          1,634,868
  Net additional shares issuable                         100,958                 61,810               100,717             61,810
                                                       ---------              ---------             ---------          ---------
  Adjusted shares outstanding                          1,860,945              1,710,419             1,795,417          1,696,678
                                                       =========              =========             =========          =========
 Earnings per share:
  Before adjustment                                 $       0.44          $        0.47          $       1.28       $       1.26
                                                       =========              =========             =========          =========
  After adjustment                                  $       0.42          $        0.45          $                  $       1.21
                                                       =========              =========             =========          =========


</TABLE>



                                        9


<PAGE>






                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Financial Condition

         Total Assets at September 30, 1996 increased by $66.4 million to $436.3
million as compared to $369.9 million at December 31, 1995,  representing growth
of about 17.9%. The increase was due to $81.7 million in loan growth,  primarily
commercial  loans,  partially  offset by a $21.6 million  decrease in investment
securities. The increase in total assets was funded by a growth of $44.9 million
in deposits and $13.2 million in federal funds  purchased  and  securities  sold
under  agreements to  repurchase  and an increase of $7 million in advances from
the Federal Home Loan Bank.

         Total  capital  increased  $1.1  million  from  December  31,  1995  to
September  30, 1996.  The increase  resulted  from the exercise of stock options
$1.0 million;  the Company's nine month earnings of $2.2 million,  and offset by
the  change  in  unrealized  losses  on  securities  available  for sale of $2.1
million.

Liquidity and Capital Resources

         Liquidity  management is a daily and long-term business  function.  The
Company's  liquidity,  represented  in part by cash and cash  equivalents,  is a
product of its  operating,  investing  and financing  activities.  Proceeds from
repayment  of  loans,  maturities  of  investment  securities,  net  income  and
increases in deposits are the primary sources of liquidity of the Company.

         The Company has  experienced a significant  increase in commercial loan
demand and  expects  such demand to continue  for the  remainder  of the current
fiscal year and into 1997.  Management has demonstrated the ability to meet this
increased need for funds by attracting higher levels of time deposits,  engaging
in repurchase  agreements and utilizing its lines of credit with other financial
institutions.  It also has the ability to liquidate  portions of its  investment
portfolio.

         The  increase of  commercial  loans has had the effect of lowering  the
Company's   risk-based   capital  ratios.  In  general,   commercial  loans  are
categorized as having a 100% risk-weighting  using the calculations  required by
the  Company's  regulators.  The rate at which  commercial  loans have grown has
outpaced the growth rate of the Company's capital.

         It is management's  intent to maintain  risk-based  capital levels that
are  acceptable to its  regulators.  Management  monitors the Company's  capital
levels,  and when  appropriate,  will recommend a capital  raising effort to the
Company's board of directors.

Comparison  of Operating  Results for the Three Months Ended  September 30, 1996
and 1995.

         Net Income.  Net income  increased by $6,000 for the three months ended
September  30,  1996 to  $775,000  from  $769,000  for the  three  months  ended
September 30, 1995. Net interest income increased $883,000 and the provision for
loan losses  decreased  $33,000 for the three  months ended  September  30, 1996
compared  to the same  period in 1995.  Other  income  increased  by $116,000 to
$454,000 for the three months ended  September  30, 1996 as compared to $338,000
for the three months ended September 30, 1995. Other expenses  increased by $1.0
million  to $3.6  million  for the three  months  ended  September  30,  1996 as
compared to $2.6 million for the three months ended September 30, 1995.

         Net Interest  Income.  The increase in net interest income was due to a
$2.3  million  increase in interest  income  partially  offset by a $1.4 million
increase in interest expense.

                                       10


<PAGE>



         The increase to interest income was a result of significant loan growth
and higher levels of investment securities outstanding,  and partially offset by
lower amounts of federal funds sold. Interest and fees on loans amounted to $6.0
million for the three months ended  September  30, 1996 compared to $4.0 million
for the same  period in 1995;  an  increase  of about $2.0  million,  or 51.5 %.
Interest on investment  securities  increased $289,000,  or 18.3 % for the three
months ended  September 30, 1996 to $1.9 million from about $1.6 million for the
three months ended  September  30, 1995.  Interest  income on federal funds sold
only amounted to $500 for the three months ended  September 30, 1996 compared to
$55,000 for the same period in 1995.

         Deposit  growth,  as a result of the acquisition of eight branches from
other  financial  institutions  in 1995,  caused a sharp  increase  of  interest
expense on deposit  accounts.  For the three  months ended  September  30, 1996,
interest on deposits amounted to almost $3.2 million, or a $1.2 million increase
from the three months ended September 30, 1995.

         For the three months ended  September 30, 1996,  the provision for loan
losses amounted to $225,000,  a decrease of $33,000  compared to the same period
in 1995.  Management  continually  reviews the adequacy of the loan loss reserve
using guidelines promulgated by the bank's primary regulator.

         Other Income and Other Expenses.

         Other  income  increased  $116,000  for the three  month  period  ended
September 30, 1996 compared to the three month period ended  September 30, 1995.
The increase was mostly a result of higher levels of service  charges on deposit
accounts.  As was previously  mentioned,  the Company showed a sharp increase in
deposits as a result of its acquisition of branch offices.

         Other expenses increased  approximately  $1.0 million,  to $3.6 million
for the three months ended  September 30, 1996 as compared to the same period in
1995.  The  increase was a result of  operating a much larger  organization  and
amortizing  the  premium  paid on prior  acquisitions.  Also,  during  the third
quarter of 1995,  the Company  received a rebate of insurance  premiums from the
Federal Deposit Insurance Corporation.  Salaries and employee benefits increased
$690,000,  data processing expense increased  $120,000,  occupancy and equipment
expense were virtually unchanged and amortization of intangibles increased about
$109,000.


Comparison of Operating Results for the Nine Months Ended September 30, 1996 and
1995.

         Net  Income.  Net income  increased  by  $108,000  or 5.2% for the nine
months ended  September  30, 1996 to $2.2 million from $2.1 million for the nine
months ended September 30, 1995. Net interest income  increased $2.8 million and
the  provision  for loan losses  increased  $130,000  for the nine months  ended
September 30, 1996 compared to the same period in 1995.  Other income  increased
by $270,000 to $1.3  million for the nine  months  ended  September  30, 1996 as
compared to $1.0 million for the nine months  ended  September  30, 1995.  Other
expenses  increased  by $2.6  million to $9.7  million for the nine months ended
September  30,  1996 as  compared  to $7.1  million  for the nine  months  ended
September 30, 1995.

         Net Interest Income.  The increase in net interest income was primarily
due to a $6.5 million  increase in interest  income  partially  offset by a $3.8
million increase in interest expense.

         The increase to interest income was a result of the aforementioned loan
growth and higher levels of  investment  securities  outstanding,  and partially
offset by lower  amounts  of  federal  funds  sold.  Interest  and fees on loans
amounted to $15.6 million for the nine months ended  September 30, 1996 compared
to $10.8 million for the same period in 1995;  an increase of $4.8  million,  or
44.8 %. Interest on investment  securities increased $2.1 million, or 58.9 % for
the nine months ended  September  30, 1996 to $5.6 million from $3.5 million for
the nine months ended September 30, 1995.  Interest income on federal funds sold
amounted to $65,000 for the nine months  ended  September  30, 1996  compared to
$430,000 for the same period in 1995.

                                       11


<PAGE>




         Deposit  growth,  as a result of the acquisition of eight branches from
other  financial  institutions  in 1995,  caused a sharp  increase  of  interest
expense on deposit  accounts.  For the nine months  ended  September  30,  1996,
interest on deposits  amounted to over $8.7 million,  or a $3.5 million increase
from the nine months ended September 30, 1995.

         For the nine months ended  September  30, 1996,  the provision for loan
losses amounted to $675,000, an increase of $127,000 compared to the same period
in 1995.  This increase was a result of an increase in commercial  loan balances
in 1996.  Management  continually  reviews the adequacy of the loan loss reserve
using guidelines promulgated by the bank's primary regulator.

         Other Income and Other Expenses.

         Other  income  increased  $270,000  for the  nine  month  period  ended
September 30, 1996  compared to the nine month period ended  September 30, 1995.
The increase was mostly a result of higher levels of service  charges on deposit
accounts.  As was previously  mentioned,  the Company showed a sharp increase in
deposits as a result of its acquisition of branch  offices.  For the nine months
ended  September  30,  1996,  the  Company  also  realized a gain on the sale of
investment  securities  in the amount of $203,000.  For the same period in 1995,
the Company realized a gain on the sale of loans in the amount of $208,000.

         Other expenses increased  approximately  $2.7 million,  to $9.7 million
for the nine months ended  September  30, 1996 as compared to the same period in
1995.  The  increase was a result of  operating a much larger  organization  and
amortizing  the  premium  paid on  prior  acquisitions.  Salaries  and  employee
benefits  increased $1.4 million,  data processing  expense increased  $400,000,
occupancy  and  equipment  expense   increased   $380,000  and  amortization  of
intangibles increased about $430,000.

                                       12


<PAGE>



                           PART II - OTHER INFORMATION

Item 1            Legal Proceedings

         The  Company  is not  engaged  in any legal  proceedings  of a material
         nature at September 30, 1996. From time to time, the Company is a party
         to legal  proceedings  in the  ordinary  course of business  wherein it
         enforces its security interest in loans.

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)      Not Applicable

         (b)      No Form 8-K reports were filed during this quarter.

                                       13


<PAGE>



                                   SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Ace of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned thereunto duly authorized.

Date:  November 8, 1996                Sun Bancorp, Inc.
       ----------------                -----------------------------
                                            (Registrant)

                                      /s/ Philip W. Koebig, III
                                      ------------------------------
                                      Philip W. Koebig, III
                                      Executive Vice President

Date   November 8, 1996               /s/ Robert F. Mack
       ----------------               ------------------------------
                                      Robert F. Mack
                                      Controller


                                       14



<TABLE> <S> <C>


<ARTICLE>                                            9
<MULTIPLIER>                                      1000
       
<S>                               <C>
<PERIOD-TYPE>                          3-MOS 
<FISCAL-YEAR-END>                      DEC-31-1995        
<PERIOD-END>                           SEP-30-1996        
<CASH>                                     21,924
<INT-BEARING-DEPOSITS>                          0
<FED-FUNDS-SOLD>                                0
<TRADING-ASSETS>                                0
<INVESTMENTS-HELD-FOR-SALE>               125,359
<INVESTMENTS-CARRYING>                    125,359     
<INVESTMENTS-MARKET>                      125,359     
<LOANS>                                   267,686     
<ALLOWANCE>                                 2,375   
<TOTAL-ASSETS>                            436,270     
<DEPOSITS>                                380,160     
<SHORT-TERM>                               28,213     
<LIABILITIES-OTHER>                         2,166   
<LONG-TERM>                                     0
                           0
                                     0
<COMMON>                                    1,760   
<OTHER-SE>                                 23,972
<TOTAL-LIABILITIES-AND-EQUITY>            436,270    
<INTEREST-LOAN>                            15,639    
<INTEREST-INVEST>                           5,584
<INTEREST-OTHER>                               65
<INTEREST-TOTAL>                           21,288    
<INTEREST-DEPOSIT>                          8,733   
<INTEREST-EXPENSE>                          9,028   
<INTEREST-INCOME-NET>                      12,261    
<LOAN-LOSSES>                                 675 
<SECURITIES-GAINS>                            203 
<EXPENSE-OTHER>                             9,730   
<INCOME-PRETAX>                             3,168   
<INCOME-PRE-EXTRAORDINARY>                  3,168   
<EXTRAORDINARY>                                 0
<CHANGES>                                       0
<NET-INCOME>                                2,167
<EPS-PRIMARY>                                1.22 
<EPS-DILUTED>                                1.21  
<YIELD-ACTUAL>                               4.18  
<LOANS-NON>                                 1,947   
<LOANS-PAST>                                  845 
<LOANS-TROUBLED>                              974 
<LOANS-PROBLEM>                                 0
<ALLOWANCE-OPEN>                            2,065   
<CHARGE-OFFS>                                 377 
<RECOVERIES>                                   13
<ALLOWANCE-CLOSE>                           2,375   
<ALLOWANCE-DOMESTIC>                        2,375   
<ALLOWANCE-FOREIGN>                             0
<ALLOWANCE-UNALLOCATED>                     2,375   
        


</TABLE>


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