SUN BANCORP INC /NJ/
10-Q, 1996-09-24
BLANK CHECKS
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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                  June 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 lastreport)

         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           1,759,987               August 31, 1996
- -----------------------------           ---------               ---------------
         Class                  Number of shares outstanding         Date

<PAGE>


SUN BANCORP, INC.

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
<TABLE>
<CAPTION>

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

ASSETS

<S>                                                                                 <C>              <C>          
Cash and due from banks                                                             $  16,442,042    $  17,242,366
Federal funds sold                                                                             --               --
                                                                                     ------------     ------------

Cash and cash equivalents                                                              16,442,042       17,242,366
Investment securities available for sale (amortized cost -
  $139,399,696; 1996, and $146,379,244; 1995)                                         136,703,278      147,008,896
Loans receivable (net of allowance for loan losses -
  $2,172,669; 1996, and $2,064,640; 1995)                                             234,668,681      183,633,631
Bank properties and equipment                                                          11,488,211       11,419,175
Real estate owned, net                                                                    790,378          876,302
Accrued interest receivable                                                             3,376,104        2,564,921
Excess of cost over fair value of assets acquired                                       5,778,568        6,191,919
Deferred taxes                                                                          1,852,446          205,169
Other assets                                                                            1,475,607          752,257
                                                                                     ------------     ------------

TOTAL                                                                                $412,575,315     $369,894,636
                                                                                     ============     ============

LIABILITIES AND SHAREHOLDERS' EQUITY

LIABILITIES
Deposits                                                                             $371,015,077     $335,247,796
Advances from the Federal Home Loan Bank                                                7,400,000        8,000,000
Federal funds purchased and securities sold under agreements to repurchase              6,836,197                -
Other liabilities                                                                       2,446,493        1,976,044
                                                                                     ------------     ------------
  Total liabilities                                                                   387,697,767      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                                                                       6,799,288        5,406,774
Unrealized (loss) gain on securities available for sale, net of income taxes           (1,779,636)         415,572
                                                                                     ------------     ------------

  Total shareholders' equity                                                           24,877,548       24,670,796
                                                                                     ------------     ------------

TOTAL                                                                                $412,575,315     $369,894,636
                                                                                     ============     ============
</TABLE>

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

                                       1
<PAGE>

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

                                                          For the Three Months           For the Six Months
                                                             Ended June 30,                Ended June 30,
                                                          1996           1995           1996            1995
                                                        -----------    -----------   ------------     ------------      
                                                                              (Unaudited)

INTEREST INCOME:
<S>                                                      <C>            <C>          <C>              <C>         
  Interest and fees on loans                             $5,033,756     $3,554,474   $  9,596,375     $  6,811,656
  Interest on investment securities                       1,848,700        969,590      3,709,481        1,929,980
  Interest on federal funds sold                             34,710        209,750         65,023          374,111
                                                        -----------    -----------   ------------     ------------   
    Total interest income                                 6,917,166      4,733,814     13,370,879        9,115,747
                                                        -----------    -----------   ------------     ------------         

INTEREST EXPENSE:
  Interest on deposits                                    2,955,195      1,751,179      5,511,184        3,245,352
  Interest on borrowed funds                                 46,090            316         87,068            1,527
                                                        -----------    -----------   ------------     ------------   
    Total interest expense                                3,001,285      1,751,495       5,598,252       3,246,879
                                                        -----------    -----------    ------------     ------------          
    Net interest income                                   3,915,881      2,982,319       7,772,627       5,868,868
                                                                                        

PROVISION FOR LOAN  LOSSES                                  225,000         60,000        450,000          290,000
                                                        -----------    -----------   ------------     ------------   
    Net interest income after provision for loan losses   3,690,881      2,922,319      7,322,627        5,578,868
                                                        -----------    -----------   ------------     ------------    


OTHER INCOME: 
  Service charges on deposit accounts                       247,505        143,784        488,272          285,797                
  Other service charges                                      26,743         15,305         44,747           28,870                
  Gain on sale of fixed assets                                3,000                        14,529        
  Gain on sale of loans                                                                                    207,984
  Gain on sale of investment securities                      31,484                       191,288
                                                                                         
  Other                                                      47,444         42,151        119,654          178,643
                                                        -----------    -----------   ------------     ------------        
Total other income                                          356,176        201,240        858,490          701,294
                                                        -----------    -----------   ------------     ------------               
                                                                                       
OTHER EXPENSES:
  Salaries and employee benefits                          1,370,700      1,063,473      2,867,345        2,142,186
  Occupancy expense                                         375,040        270,174        770,045          563,732
  Equipment expense                                         179,329         89,850        349,785          179,186
  Provision for losses on real estate owned                                                                 27,660
  Professional fees and services                             79,250         76,776        154,147          148,135
  Data processing expense                                   264,123        124,499        515,259          238,766
  Amortization of excess of cost over
   fair value of assets acquired                            206,745         47,606        413,420           95,213
  Postage and supplies                                      111,059         67,824        242,538          135,247
  Insurance                                                  41,250        155,047         73,964          308,557              
  Other                                                     363,650        301,277        734,143          651,363
                                                        -----------    -----------   ------------     ------------
    Total other expenses                                  2,991,146      2,196,526      6,120,646        4,490,045
                                                        -----------    -----------   ------------     ------------
                                                                                     
INCOME BEFORE INCOME TAXES                                1,055,911        927,03       2,060,471        1,790,117
 
INCOME TAXES                                                332,000       268,000         668,000          500,000
                                                        -----------    -----------   ------------     ------------
                                                                              
NET INCOME                                              $   723,911    $   659,033   $  1,392,471     $  1,290,117
                                                        ===========    ===========   ============     ============

Earnings per common and common equivalent share
    Net income                                          $      0.41    $      0.37   $       0.79     $       0.76
                                                        ===========    ===========   ============     ============

Earnings per common share - assuming full dilution
    Net income                                          $      0.41    $      0.37   $       0.79     $       0.76
                                                        ===========    ===========   ============     ============

Weighted average shares                                   1,678,378      1,648,306      1,666,720        1,628,936
                                                        ===========    ===========   ============     ============
</TABLE>
                                                                              

- ------------------------------------------------------
     See notes to consolidated financial statements
 
                                      2
<PAGE>

SUN BANCORP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>

                                                                                          For the Six Months
                                                                                            Ended June 30,
                                                                                         1996            1995
                                                                                         ----            ----
                                                                                             (Unaudited)

OPERATING ACTIVITIES:
<S>                                                                                   <C>              <C>        
  Net income                                                                          $   1,392,471    $ 1,290,117
  Adjustments  to  reconcile  net  income  to net cash  provided  by  
  (used  in) operating activities:
    Provision for loan losses                                                               450,000        290,000
    Provision for loss on real estate owned                                                                 27,660
    Depreciation and amortization                                                           233,192        137,089
    Amortization of excess cost over fair value of assets acquired                          413,420         95,213
    Gain on sale of investment securities available for sale                               (191,288)
    Gain on sale of bank properites and equipment                                           (14,529)
    Gain on sale of loans                                                                                 (207,984)
    Change in assets and liabilities which (used) provided cash:
      Accrued interest and other assets                                                  (2,050,974)      (882,839)
      Accounts payable and accrued expenses                                                 470,449        338,201
                                                                                      -------------  -------------
        Net cash provided by operating activities                                           702,741      1,087,457
                                                                                      -------------  -------------
INVESTING ACTIVITIES:
  Purchases of investment securities held to maturity                                                  (34,481,962)
  Purchases of investment securities available for sale                                (125,543,579)
  Proceeds from maturities of investment securities held to maturity                                    30,508,170
  Proceeds from maturities of investment securities available for sale                   47,965,005
  Proceeds from maturities of mortgage-backed securities held to maturity                                  113,512
  Proceeds from sale of investment securities available for sale                         33,899,410
  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                                                                 (51,485,050)   (20,060,241)
  Purchase of bank properties and equipment                                                (302,228)      (363,743)
  Proceeds from sale of bank properties and equipment                                        14,529
  Decrease in real estate owned, net                                                         85,924         73,718
                                                                                      -------------  -------------
        Net cash used in investing activities                                           (44,515,989)   (22,339,938)
                                                                                      -------------  -------------
                                                                                                  
FINANCING ACTIVITIES:
  Net increase in deposits                                                               35,767,281     23,148,095
  Net borrowings                                                                          6,236,197
  Proceeds from exercise of stock options                                                 1,009,446        583,740
  Proceeds from issuance of common stock                                                                   260,000
                                                                                      -------------  -------------
        Net cash provided by (used in) financing activities                              43,012,924     23,991,835
                                                                                      -------------  -------------               
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                       (800,324)     2,739,354

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                           17,242,366     10,170,697
                                                                                      -------------  -------------                
CASH AND CASH EQUIVALENTS, END OF PERIOD                                              $  16,442,042  $  12,910,051
                                                                                      =============  =============
</TABLE>

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

                                       3
<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,  1996.  The results for the six months and quarter  ended
         June 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 June 30, 1996 and December 31, 1995 were
         as follows:
<TABLE>
<CAPTION>
                                                                       June 30, 1996      December 31, 1995
                                                                         (Unaudited)

<S>                                                                   <C>                    <C>           
           Commercial and industrial                                  $  169,253,493         $  118,874,150
           Real estate-residential mortgages                              53,892,068             54,414,800
           Installment                                                    13,695,789             12,409,321
                                                                      --------------         --------------
             Total gross loans                                           236,841,350            185,698,271
           Allowance for loan losses                                      (2,172,669)            (2,064,640)
                                                                      --------------         --------------
             Net Loans                                                $  234,668,681         $  183,633,631
                                                                      ==============         ==============

           Non-accrual loans                                        $      1,977,429       $      2,658,118

</TABLE>

                                       4
<PAGE>


(3)      Allowance For Loan Losses

         Changes in the allowance for loan losses were as follows:
<TABLE>
<CAPTION>

                                                                For the six month
                                                                   period ended
                                                                  June 30, 1996           December 31, 1995
                                                                   (Unaudited)

<S>                                                                     <C>                   <C>         
           Balance, beginning of period                                 $ 2,064,640           $  1,607,375
           Charge-offs                                                     (350,174)              (426,289)
           Recoveries                                                         8,203                 75,894
                                                                        -----------           ------------
             Net charge-offs                                               (341,971)              (350,395)
           Provision for loan losses                                        450,000                807,660
                                                                        -----------                -------
           Balance, end of period                                       $ 2,172,669            $ 2,064,640
                                                                        ============            ===========

</TABLE>

         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>

                                                                         June 30, 1996    December 31, 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
</TABLE>

<TABLE>
<CAPTION>

                                                                          For the Six
                                                                         Months Ended
                                                                         June 30, 1996    December 31, 1995
                                                                          (Unaudited)

<S>                                                                           <C>                <C>       
           Average impaired loans                                             $  573,670         $  411,289
           Interest income recognized in impaired loans                               --             18,561
           Cash basis interest income recognized on impaired loans                    --                 --
</TABLE>

                                       5

<PAGE>





(4)      Deposits

         Deposits consist of the following major classifications:
<TABLE>
<CAPTION>

                                                                   June 30, 1996        December 31, 1995
                                                                    (Unaudited)

<S>                                                                   <C>                    <C>           
           Demand deposits                                            $  127,765,572         $  128,802,293
           Savings deposits                                               65,770,228             66,970,293
           Time certificates under $100,000                              143,101,262            122,415,317
           Time certificates $100,000 or more                             34,378,015             17,059,893
                                                                          ----------             ----------
             Total                                                    $  371,015,077         $  335,247,796
                                                                      ==============         ==============
</TABLE>

         Of the total demand deposits,  approximately,  $67,863,000  (unaudited)
         and $62,700,000 are non-interest  bearing at June 30, 1996 and December
         31, 1995.

(5)      Earnings Per Share

         Earnings per share were calculated as follows:
<TABLE>
<CAPTION>

                                              For the Three Month Periods Ended      For the Six Month Periods Ended
                                                           June 30,                              June 30,
                                                           --------                              --------
                                                                            (Unaudited)
                                                      1996               1995                1996              1995
                                                      ----               ----                ----              ----
Assumptions:
<S>                                                <C>                  <C>              <C>               <C>        
  Net income for the period                        $  723,911           $  631,373       $  1,392,471      $ 1,290,117
  Average common shares outstanding                 1,678,378            1,648,306          1,666,720        1,628,936
  Dilutive options outstanding to purchase
   equivalent shares                                  217,643              185,126            217,643          185,126
  Average exercise price per share                  $  11.282            $   8.635          $  11.282         $  8.635
  Estimated market value per common share
    to be used                                      $   18.50            $   13.00          $   18.50         $  13.00
Computations:
  Application of assumed proceeds:
  Towards repurchase of outstanding
    common shares at applicable market value      $ 2,455,448         $  1,598,563       $  2,455,448     $  1,598,563
 Adjustment of shares outstanding:
  Actual average shares outstanding                 1,678,378            1,648,306          1,666,720        1,628,936
  Net additional shares issuable                       84,916               62,160             84,916           62,160
                                                    ---------            ---------          ---------        ---------
  Adjusted shares outstanding                       1,763,294            1,710,466          1,751,636        1,691,096
                                                    =========            =========          =========        =========
 Earnings per share:
  Before adjustment                                   $  0.43              $  0.38            $  0.84          $  0.79
                                                      =======              =======            =======          =======
  After adjustment                                    $  0.41              $  0.37            $  0.79          $  0.76
                                                      =======              =======            =======          =======
</TABLE>


                                       6
<PAGE>
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Financial Condition

         Total  Assets at June 30,  1996  increased  by $42.7  million to $412.6
million as compared to $369.9 million at December 31, 1995, growth of 11.5%. The
increase was due to $51.0 million in loan growth,  primarily  commercial  loans,
partially  offset by a $10.3  million  decrease in  investment  securities.  The
increase in total assets was funded by a growth of $35.8 million in deposits and
$6.8 million in federal funds purchased and securities sold under  agreements to
repurchase.

         Total  capital  increased  $207,000  from December 31, 1995 to June 30,
1996. The increase resulted from the exercise of stock options $1.0 million; the
Company's  six month  earnings  of $1.4  million,  and  offset by the  change in
unrealized losses on securities available for sale of $2.2 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 June 30, 1996 and
1995.

         Net  Income.  Net  income  increased  by  $65,000 or 9.8% for the three
months ended June 30, 1996 to $724,000  from $659,000 for the three months ended
June 30, 1995. Net interest income increased $934,000 and the provision for loan
losses  increased  $165,000 for the three months ended June 30, 1996 compared to
the same period in 1995.  Other income increased by $155,000 to $356,000 for the
three  months  ended June 30, 1996 as compared to $201,000  for the three months
ended June 30, 1995.  Other  expenses  increased by $795,000 to $3.0 million for
the three  months  ended June 30, 1996 as compared to $2.2 million for the three
months ended June 30, 1995.

                                       7
<PAGE>

         Net Interest Income.  The increase in net interest income was primarily
due to a $2.2 million  increase in interest  income  partially  offset by a $1.2
million increase in interest expense.

         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 $5.0
million for the three  months  ended June 30, 1996  compared to $3.5 million for
the same period in 1995; an increase of about $1.5 million,  or 42%. Interest on
investment securities increased $879,000, or 91% for the three months ended June
30, 1996 to $1.8 million from about $970,000 for the three months ended June 30,
1995.  Interest  income on federal  funds sold only  amounted to $35,000 for the
three  months  ended June 30, 1996  compared to $210,000  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 June 30, 1996, interest
on deposits amounted to almost $3.0 million, or a $1.2 million increase from the
three months ended June 30, 1995.

         For the three months ended June 30, 1996, the provision for loan losses
amounted to  $225,000,  an  increase of $165,000  compared to the same period in
1995. This increase was a result of the significant  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  $155,000 for the three month period ended June
30, 1996  compared to the three month period  ended June 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  $790,000,  to $3.0 million for
the three months ended June 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
$300,000,  data processing expense increased  $140,000,  occupancy and equipment
expense  increased  $190,000 and  amortization  of intangibles  increased  about
$160,000.

Comparison of Operating Results for the Six Months Ended June 30, 1996 and 1995.

         Net Income. Net income increased by $102,000 or 7.9% for the six months
ended June 30, 1996 to $1.4  million  from $1.3 million for the six months ended
June 30, 1995. Net interest income  increased $1.9 million and the provision for
loan losses  increased  $160,000 for the six months ended June 30, 1996 compared
to the same period in 1995.  Other income  increased by $157,000 to $858,000 for
the six months  ended June 30, 1996 as  compared to $701,000  for the six months
ended June 30, 1995.  Other  expenses  increased by $1.6 million to $6.1 million
for the six months  ended June 30, 1996 as compared to $4.5  million for the six
months ended June 30, 1995.

                                       8

<PAGE>

         Net Interest Income.  The increase in net interest income was primarily
due to a $4.3 million  increase in interest  income  partially  offset by a $2.4
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 $9.6 million for the six months ended June 30, 1996 compared to $6.8
million  for the same  period in 1995;  an  increase  of $2.8  million,  or 41%.
Interest on investment  securities  increased  $1.8 million,  or 92% for the six
months  ended June 30, 1996 to $3.7 million from $1.9 million for the six months
ended June 30, 1995.  Interest  income on federal funds sold amounted to $65,000
for the six months ended June 30, 1996  compared to $374,000 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 six months ended June 30, 1996, interest on
deposits amounted to over $5.5 million,  or a $2.3 million increase from the six
months ended June 30, 1995.

         For the six months ended June 30, 1996,  the  provision for loan losses
amounted to  $450,000,  an  increase of $160,000  compared to the same period in
1995. This increase was a result of the significant  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 $157,000 for the six month period ended June 30,
1996  compared to the six month  period  ended June 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 six months ended June 30,
1996,  the Company also realized a gain on the sale of investment  securities in
the amount of $191,000. 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  $1.6 million,  to $6.1 million
for the six months  ended June 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
$725,000,  data processing expense increased  $276,000,  occupancy and equipment
expense  increased  $377,000 and  amortization  of intangibles  increased  about
$318,000.

                                       9
<PAGE>

                           PART II - OTHER INFORMATION

Item 1            Legal Proceedings

         The  Company  is not  engaged  in any legal  proceedings  of a material
nature at June 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 the quarter.

                                       10
<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    September 20, 1996                    Sun Bancorp, Inc.
        ------------------                    -----------------
                                                (Registrant)



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




Date    September 20, 1996              /s/  Robert F. Mack
        ------------------                   --------------------
                                             Robert F. Mack
                                             Controller
                                       11


<TABLE> <S> <C>


<ARTICLE>                                    9
       
<S>                                          <C>
<PERIOD-TYPE>                                3-MOS
<FISCAL-YEAR-END>                            DEC-31-1995
<PERIOD-END>                                 JUN-30-1996
<CASH>                                        16,442      
<INT-BEARING-DEPOSITS>                             0 
<FED-FUNDS-SOLD>                                   0
<TRADING-ASSETS>                                   0
<INVESTMENTS-HELD-FOR-SALE>                  136,703
<INVESTMENTS-CARRYING>                       136,703
<INVESTMENTS-MARKET>                         136,703
<LOANS>                                      236,841
<ALLOWANCE>                                    2,173
<TOTAL-ASSETS>                               412,575
<DEPOSITS>                                   371,015
<SHORT-TERM>                                  14,236
<LIABILITIES-OTHER>                            2,446
<LONG-TERM>                                        0
                              0
                                        0
<COMMON>                                       1,760
<OTHER-SE>                                    23,118
<TOTAL-LIABILITIES-AND-EQUITY>               412,575
<INTEREST-LOAN>                                9,596
<INTEREST-INVEST>                              3,709
<INTEREST-OTHER>                                  65
<INTEREST-TOTAL>                              13,371
<INTEREST-DEPOSIT>                             5,511
<INTEREST-EXPENSE>                             5,598
<INTEREST-INCOME-NET>                          7,773
<LOAN-LOSSES>                                    450
<SECURITIES-GAINS>                               191
<EXPENSE-OTHER>                                6,121
<INCOME-PRETAX>                                2,060
<INCOME-PRE-EXTRAORDINARY>                     1,392
<EXTRAORDINARY>                                    0
<CHANGES>                                          0
<NET-INCOME>                                   1,392
<EPS-PRIMARY>                                   0.79
<EPS-DILUTED>                                   0.79
<YIELD-ACTUAL>                                  4.19
<LOANS-NON>                                    1,977
<LOANS-PAST>                                     475
<LOANS-TROUBLED>                                 981
<LOANS-PROBLEM>                                    0
<ALLOWANCE-OPEN>                               2,065
<CHARGE-OFFS>                                    350
<RECOVERIES>                                       8
<ALLOWANCE-CLOSE>                              2,173
<ALLOWANCE-DOMESTIC>                           2,173
<ALLOWANCE-FOREIGN>                                0
<ALLOWANCE-UNALLOCATED>                        2,173
        


</TABLE>


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