SUSSEX BANCORP
10QSB, 2000-05-11
STATE COMMERCIAL BANKS
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549
                               -------------------

                                   FORM 10-QSB

                                   (Mark One)

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

                  For the quarterly period ended March 31, 2000
                                       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 0-29030

                                 SUSSEX BANCORP
                                 --------------
             (Exact name of registrant as specified in its charter)

           NEW JERSEY                                            22-3475473
           ----------                                            ----------
(State of other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)


       399 Route 23, Franklin, New Jersey                           07416
       ----------------------------------                           -----
     (Address of principal executive offices)                     (Zip Code)

Issuer's telephone number, including area code:    (973) 827-2914


- --------------------------------------------------------------------------------
(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  and 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  [  ]

As of May 1, 2000 there were  1,423,269  shares of common  stock,  no par value,
outstanding.
<PAGE>
                                 SUSSEX BANCORP
                                   FORM 10-QSB

                                      INDEX

Part I - Financial Information                                           Page(s)

Item I.    Financial Statements and Notes to Consolidated
           Financial Statements

Item 2.    Management's Discussion and Analysis of
           Financial condition and Results of Operations


Part II - Other Information

Item 1.    Legal Proceedings

Item 2.    Changes in Securities

Item 3.    Defaults Upon Senior Securities

Item 4.    Submission of Matters to a Vote of Security holders

Item 5.    Other Information

Item 6.    Exhibits and Reports on Form 8-K

Signatures


                                       3

<PAGE>
                                       PART I - FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
                                        SUSSEX BANCORP
                                  CONSOLIDATED BALANCE SHEETS
                               (in Thousands, Except Share Data)
                                          (Unaudited)

ASSETS                                                      March 31, 2000  December 31, 1999
- ------                                                      --------------  -----------------
<S>                                                           <C>               <C>
Cash and Due from Banks                                       $   7,062         $   5,623
Federal Funds Sold                                                4,000             4,000
Interest Bearing Deposits                                           168               130
Time Deposits in Other Banks                                      2,279             2,280
Securities:
  Available for Sale, at Market Value                            36,476            38,595
  Held to maturity                                                6,456             7,929
                                                              ---------         ---------
      Total Securities                                           42,932            46,524

Loans held for sale                                               1,149               772

Loans (Net of Unearned Income)                                   87,138            84,834
   Less:  Allowance for Possible Loan Losses                        886               837
                                                              ---------         ---------
        Net Loans                                                86,252            83,997

Premises and Equipment, Net                                       4,042             3,610
Federal Home Loan Bank Stock                                        693               693
Intangible Assets, Primarily Core Deposit Premiums                  598               619
Other Assets                                                      1,934             1,878
                                                              ---------         ---------

Total Assets                                                  $ 151,109         $ 150,126
                                                              =========         =========

LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities:
   Deposits:
      Demand                                                  $  22,694         $  24,357
      Savings                                                    68,031            68,187
      Time                                                       44,441            46,004
                                                              ---------         ---------
   Total Deposits                                               135,166           138,548

Fed Funds Purchased                                               6,170             1,990
Other Liabilities                                                   617               499
                                                              ---------         ---------

Total Liabilities                                               141,953           141,037
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S>                                                           <C>               <C>
Stockholders' Equity:
Common Stock, No Par Value
   Authorized 5,000,000 Shares, issued and outstanding
   1,423,269 in 2000 and 1,420,899 in 1999,                       5,708             5,687
respectively
Retained Earnings                                                 4,250             4,136
Treasury Stock                                                      (71)              (71)
Net Unrealized (Loss) on Securities
   Available for Sale, net of income taxes                         (731)             (663)
                                                              ---------         ---------
Total Stockholders' Equity                                        9,156             9,089

Total Liabilities and Stockholders' Equity                    $ 151,109         $ 150,126
                                                              =========         =========

</TABLE>

                 See Notes to Consolidated Financial Statements

                                       4
<PAGE>
<TABLE>
<CAPTION>
                                      SUSSEX BANCORP
                             CONSOLIDATED STATEMENTS OF INCOME
                             (In Thousands Except Share Data)
                                        (Unaudited)

                                                                 Three Months Ended
                                                        March 31, 2000           March 31, 1999
                                                        --------------           --------------
<S>                                                        <C>                 <C>
INTEREST INCOME
   Interest and Fees on Loans                              $     1,731         $     1,406
   Interest on Interest Earning Deposits                            33                   2
   Interest on Securities:
      Taxable                                                      571                 439
      Exempt from Federal Income Tax                                87                  85
   Interest on Federal Funds Sold                                   57                 199
                                                           -----------         -----------
         Total Interest Income                                   2,479               2,131

INTEREST EXPENSE Interest on Deposits:
      Interest on Savings Deposits                                 506                 378
      Interest on Time Deposits                                    550                 669
                                                           -----------         -----------
         Total Interest Expense on Deposits                      1,056               1,047
   Interest Expense on Federal Funds Purchased                      67                   0
                                                           -----------         -----------
        Total Interest Expense                                   1,123               1,047

Net Interest Income                                              1,356               1,084

Provision for Possible Loan Losses                                  48                  33
                                                           -----------         -----------

Net Interest Income After Provision for Loan Losses              1,308               1,051

NON-INTEREST INCOME
   Trust Income                                                     (2)                  1
   Service charges on Deposit Accounts                             110                 112
   Other Income                                                     82                 183
                                                           -----------         -----------
      Total Non-Interest Income                                    190                 296
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S>                                                        <C>                 <C>
NON-INTEREST EXPENSE
   Salaries and Employee Benefits                                  672                 573
   Occupancy Expense, Net                                          108                  94
   Furniture and Equipment Expense                                 132                 120
   Data Processing Expense                                          22                  20
   Amortization of Intangibles                                      21                  21
   Other Expenses                                                  285                 279
                                                           -----------         -----------
      Total Non-Interest Expense                                 1,240               1,107

Income Before Provision for Income Taxes                           258                 240
Provision for Income Taxes                                          58                  48
                                                           -----------         -----------
      Net Income                                           $       200         $       192
                                                           ===========         ===========

Net Income Per Common Share-Basic and Diluted              $      0.14         $      0.13
                                                           ===========         ===========

Weighted Average Shares Outstanding-Basic                    1,422,644           1,423,228
Weighted Average Shares Outstanding-Diluted                  1,432,695           1,440,136


</TABLE>
                          See Notes to Consolidated Financial Statements


                                       5
<PAGE>
<TABLE>
<CAPTION>
                                     SUSSEX BANCORP
                     CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                                     (In Thousands)
                                       (Unaudited)




                                                           Three Months Ended March 31,
                                                           ----------------------------
                                                               2000          1999
                                                               ----          ----
<S>                                                            <C>           <C>
Net Income                                                     $ 200         $ 192

Other comprehensive income,
    Net of tax
           Unrealized gain (loss) on available-for-sale
           Securities                                            (68)         (126)
                                                               -----         -----


Comprehensive income                                           $ 132         $  66
                                                               -----         -----

</TABLE>


                                           6
<PAGE>
<TABLE>
<CAPTION>
                                 SUSSEX BANCORP
                      CONSOLIDATED STATEMENTS OF CHANGES IN
                              STOCKHOLDERS' EQUITY
                        (In Thousands Except Share Data)
                                   (Unaudited)
                                                                             Unrealized
                                                                           Gain (Loss) on             Total
                                      Common      Retained     Treasury       Securities         Stockholders
                                      Stock       Earnings      Stock      Available for Sale        Equity
                                      -----       --------    ---------    ------------------      -----------
<S>                                  <C>            <C>          <C>            <C>                 <C>
Balance December 31, 1999            $5,687         $4,136        ($71)          ($663)             $9,089

Net Income for the Period                              200                                             200
Cash Dividends                                         (85)                                            (85)
Shares issued through dividend
  reinvestment plan                      20                                                             20
Change in unrealized gain on
  securities, available for sale                                                   (68)                (68)
                                      ----          ------        ----           -----              ------
Balance March 31, 2000               $5,707         $4,251        ($71)          ($731)             $9,156
                                     ======         ======        ====           =====              ======
</TABLE>


                 See Notes to Consolidated Financial Statements

                                        7
<PAGE>
<TABLE>
<CAPTION>
                                  CONSOLIDATED STATEMENTS
                                       OF CASH FLOWS
                                        (Unaudited)

                                                                            Three
                                                                         Months Ended
                                                                           March 31,
                                                                    2000             1999
                                                                 --------         --------
<S>                                                              <C>              <C>
Cash Flows from Operating Activities:
           Net Income                                            $    200         $    192

Adjustments to reconcile net income
            to net cash provided by Operating
           Activities:

Depreciation and Amortization of Premises and Equipment               108               98
Amortization of Intangible Assets                                      21               21
Premium amortization (discount accretion) of securities,               33               39
net
Provision for Possible Loan Loses                                      48               26
(Gain) on Sale of Securities, Available for Sale                        0               (3)
Accretion (amortization) of Loan origination and                       (9)               8
commitment fees, net
Decrease (Increase) Loans Held for Sale                              (377)             239
Deferred Federal income tax benefit (increase)                         (1)             (25)
Decrease (Increase) in Accrued Interest Receivable                     10             (299)
Decrease (Increase) in Other Assets                                   (20)            (112)
(Decrease) Increase in Accrued Interest and Other Liabilities         118               77
                                                                 --------         --------

           Net Cash Provided by Operating Activities             $    131         $    261
                                                                 --------         --------

Cash Flow from Investing Activities:
           Securities Available for Sale:
                    Proceeds from Maturities and Paydowns           1,984            1,522
                    Proceeds from Sales/Calls Prior to                  0              507
                    Maturity
                    Purchases                                           0          (10,405)
           Securities Held to maturity:
                    Proceeds from Maturities                        2,113                0
                    Purchases                                        (650)          (3,478)
           Net Increase in Loans Outstanding                       (2,294)          (1,095)
           Capital Expenditures                                      (540)             (71)
           Net Increase (Decrease) in Other Real Estate                 0               (7)
                                                                 --------         --------

           Net Cash Provided by (used in)
             Investing Activities                                $    613         ($13,027)
                                                                 --------         --------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S>                                                              <C>              <C>
Cash Flows from Financing Activities:
           Net (Decrease) Increase Total Deposits                  (3,382)           2,129
           Net Increase  in Federal Funds Purchased                 4,180                0
           Exercise of stock options                                    0               10
           Payment of dividends net of reinvestment                   (65)             (28)
           Purchase of Treasury Stock                                   0               (4)
                                                                 --------         --------

           Net Cash Provided by
              Financing Activities                               $    733         $  2,107
                                                                 --------         --------

Net increase (Decrease) in Cash and
  Cash Equivalents                                               $  1,477         ($10,659)

   Cash and Cash Equivalents,
             Beginning of Period                                    9,753           30,660
                                                                 --------         --------

   Cash and Cash Equivalents,
             End of  Period                                      $ 11,230         $ 20,001
                                                                 ========         ========


</TABLE>
                                       8

<PAGE>
                          SUSSEX BANCORP AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1.  Basis of Presentation

    Sussex Bancorp ("the Company"), a one-bank holding company, was incorporated
in January,  1996 to serve as the holding  company for the Sussex  County  State
Bank ("the  Bank").  The Bank is the only  active  subsidiary  of the Company at
March 31, 2000.  The Bank operates  eight banking  offices all located in Sussex
County. The Company is subject to the supervision and regulation of the Board of
Governors of the Federal  Reserve  System (the "FRB").  The Bank's  deposits are
insured by the Bank  Insurance  Fund  ("BIF") of the Federal  Deposit  Insurance
Corporation  ("FDIC") up to applicable limits. The operations of the Company and
the Bank are subject to the  supervision and regulation of the FRB, FDIC and the
New Jersey Department of Banking and Insurance (the "Department").

    The  consolidated  financial  statements  included herein have been prepared
without audit in accordance with the rules and regulations of the Securities and
Exchange  Commission  and  reflect  all  adjustments  which,  in the  opinion of
management,  are  necessary  for a fair  statement  of the  results  for interim
periods.  All  adjustments  made  were  of  a  normal  recurring  nature.  These
consolidated  financial  statements  should  be read  in  conjunction  with  the
consolidated financial statements and the notes thereto that are included in the
Company's  Annual Report on Form 10-KSB for the fiscal period ended December 31,
1999.

2.  Cash and Cash Equivalents

    For purposes of reporting cash flows, cash and cash equivalents include cash
and due from banks and federal funds sold. Generally, federal funds are sold for
a one day period.

3.  Securities

    The amortized cost and approximate market value of securities are summarized
as follows (in thousands):
<TABLE>
<CAPTION>
                                           March 31, 2000              December 31, 1999
                                      ------------------------      ------------------------
                                      Amortized         Market      Amortized         Market
                                         Cost           Value          Cost           Value
                                        -------        -------        -------        -------
<S>                                     <C>            <C>            <C>            <C>
Available For Sale
   US Treasury securities               $ 5,561        $ 5,420        $ 5,567        $ 5,450
   US Government Mortgage Backed
                                         25,796         24,880         26,288         25,476
   Debt Securities
                                          5,488          5,404          6,996          6,907
   Equity Securities
                                            850            772            850            762
                                        -------        -------        -------        -------

               Total                    $37,695        $36,476        $39,701        $38,595
                                        =======        =======        =======        =======
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S>                                     <C>            <C>            <C>            <C>
Held to maturity
    Obligations of State and
         Political subdivisions         $ 6,456        $ 6,258        $ 7,929        $ 7,737
                                        -------        -------        -------        -------

               Total                    $ 6,456        $ 6,258        $ 7,929        $ 7,737
                                        =======        =======        =======        =======

Total Securities                        $44,151        $42,734        $47,630        $46,332
                                        =======        =======        =======        =======

</TABLE>

                                       9
<PAGE>
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

                              RESULTS OF OPERATIONS

              Three Months ended March 31, 2000 and March 31, 1999.

                                    OVERVIEW

The Company  realized net income of $200 thousand for the first quarter of 2000,
an increase of $8 thousand over the $192  thousand  reported for the same period
in 1999.  Basic earnings per share increased from $.13 at March 31, 1999 to $.14
for the first quarter of 2000.  Diluted  earnings per share also  increased from
$.13 in the first quarter of 1999 to $.14 per share in the quarter  ending March
31, 2000.

                              RESULTS OF OPERATIONS

Interest  Income.  Total interest income  increased $348 thousand,  or 16.3%, to
$2.5 million for the quarter ended March 31, 2000 from $2.1 million for the same
period in 1999.  This increase was  attributable  to an increase in interest and
fees on loans of $325  thousand,  an increase  in  interest on interest  earning
deposits  of  $31  thousand,  and an  increase  in  interest  and  dividends  on
securities  of $134  thousand.  Offsetting  these  increases was a $142 thousand
decline in interest  income on Federal Funds Sold from the first quarter of 1999
to the  first  quarter  of  2000.  This  net  increase  in  interest  income  is
attributable  to a $12.5 million  increase in average  interest  earning assets,
primarily in the loan portfolio. The yield on average interest-earning assets on
a fully taxable  equivalent  basis  increased 35 basis points from 6.79% for the
first  quarter of 1999 to 7.14% for the first quarter of 2000,  reflecting  both
market changes in interest rates and the first results of the Company's emphasis
on originating commercial and industrial loans.

Interest Expense.  The Company's  interest expense for the first quarter of 2000
increased $76  thousand,  or 7.3% to $1.1 million from $1.0 million for the same
period last year. The average  balance of interest  bearing  deposits  increased
$9.7 million,  or 9.0%, from the same period last year. The largest component of
the increase was in savings deposits,  which increased $8.7 million, or 23.3% in
the first quarter of 2000 compared to the same period in 1999. This increase was
primarily due to the promotion of a special higher yielding  savings account for
senior citizens,  our senior select account. The average balance of money market
deposits  increased  $3.5  million  and the  Company's  average  borrowed  funds
increased  $4.5 million from first quarter 1999 compared to the first quarter of
2000.  Offsetting  these  increases  was a $7.0 million  decline in average time
deposits from March 31, 1999 compared to the same period in 2000, as the Company
elected not to compete  for higher rate time  deposit  accounts.  The  Company's
average  cost of funds  decreased  to 3.82% for the first  quarter  of 2000 from
3.89% for the first  quarter in 1999.  This decline in the average cost of funds
was the result of lowering  interest  rates paid on time deposits and a shift in
interest  bearing  deposit  accounts  from time  deposits  into  lower  yielding
transaction accounts.

The  following  table  presents,  on a tax  equivalent  basis,  a summary of the
Company's interest-earning assets and their average yields, and interest-bearing
liabilities  and their  average  costs and  shareholders'  equity  for the three
months  ended March 31, 2000 and 1999.  The  average  balance of loans  includes
non-accrual loans, and associated yields include loan fees, which are considered
adjustment to yields.

                                       10
<PAGE>
<TABLE>
<CAPTION>
                                                  Comparative Average
                                                    Balance Sheets
                                             Three Months Ended March 31,

                                                         2000                                    1999
                                           ---------------------------------        --------------------------------
                                                                    Average                                  Average
                                                       Interest      Rates                      Interest      Rates
                                           Average     Income/       Earned/        Average     Income/       Earned/
                                           Balance     Expense       Paid           Balance     Expense       Paid
                                           -------     -------       ----          -------     -------       ----
                                                                  (Dollars in Thousands)
<S>                                        <C>          <C>           <C>           <C>          <C>           <C>
Assets
  Interest Earning assets:
Taxable loans (net of unearned income)     $86,948      $1,731        7.96%         $70,811      $1,406        7.94%
Tax exempt securities (1)                    8,915         119        5.34%           8,766         127        5.80%
Taxable investment securities               38,281         571        5.97%          31,628         439        5.55%
Other (2)                                    6,436          90        5.59%          16,872         201        4.77%
                                          --------------------------------         --------------------------------
Total earning assets                       140,580       2,511        7.14%         128,077       2,173        6.79%
Non-interest earning assets                  9,734                                    7,793
Allowance for possible
loan losses                                   (862)                                    (694)
                                          --------                                 --------
Total Assets                              $149,452                                 $136,564
                                          ========                                 ========

Liabilities and Shareholders'  Equity
  Interest bearing liabilities:
    NOW deposits                           $14,347         $43        1.20%         $14,418         $57        1.58%
    Savings deposits                        46,062         392        3.40%          37,351         294        3.15%
    Money market deposits                    7,445          71        3.81%           3,938          27        2.74%
Time deposits                               45,085         550        4.88%          52,089         669        5.14%
Borrowed Funds                               4,515          67        5.94%               0           0        0.00%
                                          --------------------------------         --------------------------------
Total interest bearing liabilities         117,454       1,123        3.82%         107,796       1,047        3.89%
Non-interest bearing liabilities:
    Demand Deposits                         22,376                                   18,566
    Other liabilities                          581                                      948
                                               ---                                      ---
Total non-interest bearing liabilities      22,957                                   19,514
    Shareholders' equity                     9,041                                    9,254
    Total liabilities and
shareholders' equity
                                          --------                                 --------
                                          $149,452                                 $136,564
                                          ========                                 ========
    Net interest differential                           $1,388                                   $1,126
Net Interest Margin                                                   3.32%                                    2.90%
Net yield on interest-earning
       assets                                                         3.95%                                    3.52%
</TABLE>
(1)  Interest income includes tax-equivalent adjustments of $32 thousand and $42
     thousand, respectively.
(2)  Includes federal funds sold, interest-bearing deposits and time deposits in
     other banks.

                                       11
<PAGE>
Net-Interest  Income.  The net  effect of the  changes  in  interest  income and
interest  expense for the first  quarter of 2000 was an increase in net interest
income of $262  thousand,  or 23.3%,  compared to the first quarter of 1999. The
net interest spread,  on a fully taxable  equivalent  basis,  increased 42 basis
points from the same period last year. This increase was largely attributable to
the increase in the average balance of higher yielding loans from lower yielding
federal funds sold.

Provision  for Loan  Losses.  For the three  months  ended March 31,  2000,  the
provision for possible loan losses was $48 thousand compared to the $33 thousand
provision for the same period last year.  The increase in the provision for loan
losses over the three month period reflects  management's  judgement  concerning
the risks inherent in the Company's  existing loan portfolio and the size of the
allowance  necessary to absorb the risks,  as well as in the average  balance of
the  portfolio  over  both  periods.  Management  reviews  the  adequacy  of its
allowance  on an ongoing  basis and will  provide for  additional  provision  in
future periods, as management may deem necessary.

Non-Interest  Income. For the first quarter of 2000, total  non-interest  income
decreased $106 thousand, or 35.8%, from the same period in 1999. Service charges
on deposit accounts  decreased $2 thousand in the first quarter of 2000 compared
to the three months ended March 31, 1999.  Other income decreased $101 thousand,
or 55.2%,  in the first  quarter of 2000 from the same  period  last year.  This
decrease was mainly the result of reporting  $135 thousand in fees  generated by
the non-deposit  investment products offered by our third party provider,  IBFS,
and commission income from Sussex Bancorp Mortgage Company, our mortgage banking
subsidiary in the first  quarter of 1999. In the current  period $34 thousand in
fees were recorded for the same two areas,  largely due to the decreased  volume
of mortgage originations by our mortgage banking subsidiary.

Non-Interest Expense. For the quarter ended March 31, 2000, non-interest expense
increased  $133 thousand from the same period last year. On February 7, 2000 the
Company opened its eighth branch and relocated its Trust and Investment Services
to Augusta, New Jersey. The branch expansion,  combined with continued growth in
our existing  locations,  contributed to the increase in  non-interest  expense.
Salaries and employee  benefits  increased $99 thousand,  or 17.3%,  as salaries
increased  $72  thousand  reflecting  the  addition  of staff and normal  salary
increases and employee  benefits  increased  $27  thousand,  with a $24 thousand
increase in medical claim expenses.  Furniture and equipment  expense  increased
$12  thousand,  or 10.0%,  as a result of an increase in  depreciation  expense.
Other  expenses  increased by $6 thousand,  or 2.2%,  from first quarter 1999 to
first quarter 2000 mainly due to the promotion of the new location.

Income Taxes.  Income taxes  expense  increased $10 thousand to $58 thousand for
the three  months  ended March 31, 2000 as compared to $48 thousand for the same
period in 1999. The increase in income taxes resulted from a lower percentage of
tax-exempt income in 2000.


                                       12
<PAGE>
                               FINANCIAL CONDITION

                 March 31, 2000 as compared to December 31, 1999

Total  assets  increased to $151.1  million at March 31,  2000, a $983  thousand
increase from total assets of $150.1 million at December 31, 1999.  Increases in
total assets included  increases of $2.3 million in total loans and $1.4 million
in cash and due from other banks.  These  increases were offset by a decrease of
$3.6 million in total  securities,  as the Company funded new loan  originations
from maturing security investments.

Total loans at March 31,  2000  increased  $2.3  million to $87.1  million  from
year-end  1999.   Commercial  and  industrial   loans  increased  $1.3  million,
residential  and  commercial  real  estate  loans  increased  $1.0  million  and
construction  loans  increased $30 thousand from year-end 1999.  These increases
were  offset by a decrease  of $20  thousand  in  consumer  and other loans from
year-end 1999.  During 2000, the Company intends to emphasize the origination of
commercial, industrial, and construction loans to increase the yield in its loan
portfolio and reduce its dependence on loans secured by 1-4 family properties.

The following schedule presents the components of loans, net of unearned income,
by type, for each period presented:

<TABLE>
<CAPTION>
                                            March 31                December 31
                                             2000                       1999
                                      ---------------------     ---------------------
                                      Amount        Percent     Amount        Percent
                                      ------        -------     ------        -------
                                                    (Dollars in Thousands)
<S>                                   <C>             <C>       <C>             <C>
Commercial and industrial             $ 5,074         5.82%     $ 3,811         4.49%
   Real Estate non residential
     properties                        20,025        23.98%      19,759        23.29%
     Residential properties            51,175        58.73%      50,411        59.42%
Construction                            7,104         8.15%       7,074         8.34%
Consumer                                2,192         2.52%       2,295         2.71%
Other Loans                             1,567         1.80%       1,484         1.75%
                                      -------       ------      -------       ------
 Total Loans                          $87,138       100.00%     $84,834       100.00%
                                      =======       ======      =======       ======

</TABLE>

Federal  funds  sold  remained  constant  at $4 million  for March 31,  2000 and
December 31, 1999.

Total securities decreased $3.6 million, or 7.7%, from $46.5 million at year-end
1999 to $42.9  million on March 31, 2000.  Securities,  available  for sale,  at
market value,  decreased $2.1 million,  or 5.5%,  from $38.6 million on December
31,  1999 to $36.5  million on March 31,  2000.  The  Company  purchased  no new
securities  in the first three months of 2000,  as deposit  inflows were used to
fund new loan  originations,  and $2.0 million in available for sale  securities
matured and were repaid.  There were $113 thousand in recorded unrealized losses
in the available of sale portfolio  during the first three months of 2000.  Held
to maturity  securities  decreased  to $6.5  million on March 31, 2000 from $7.9
million at year-end 1999. There were $650 thousand in held to maturity purchases
and $2.1 million in maturing securities in the held to maturity portfolio during
the first three months of 2000.
<PAGE>
Total average deposits increased $1.8 million,  or 1.3% during the first quarter
of 2000 from $133.5  million at December 31, 1999 to $135.3 million on March 31,
2000.  Savings  deposits  increased  by  $3.9  million,  money  market  accounts
increased by $2.2 million, and demand deposits increased by $1.1 million.  These
increases  were  offset by a  decrease  in time  deposits  by $5.3  million.  As
discussed earlier, the increase in savings deposits is primarily attributable to
the Company's senior select product and the decrease in time deposits was due to
the maturing of higher yielding time deposits and the Company's  decision not to
compete for the deposits on the basis of rate.  Management  continues to monitor
the shift in deposits through its Asset/Liability Committee.

The following  schedule  presents the  components  of deposits,  for each period
presented.
<TABLE>
<CAPTION>
                                                                 Three Months Ended
                                            --------------------------------------------------------------
                                                  March 31, 2000                    December 31, 1999
                                            -------------------------       ------------------------------
                                            Average Balance      %          Average Balance            %
<S>                                             <C>            <C>               <C>                 <C>
 Deposits:
  NOW deposits                                  $ 14,347       10.60%            $14,561             10.90%
  Savings deposits                                46,062       34.04%             42,159             31.57%
  Money market deposits                            7,445        5.50%              5,196              3.89%
  Time deposits                                   45,085       33.32%             50,387             37.73%
  Demand deposits                                 22,376       16.54%             21,239             15.90%
                                                --------      ------            --------            ------

    Total interest-bearing liabilities          $135,315      100.00%           $133,542            100.00%
                                                ========      ======            ========            ======
</TABLE>

ASSET QUALITY

At March 31, 2000,  non-performing  loans decreased $1 thousand,  as compared to
December 31, 1999, to $331 thousand.  Management continues to work diligently to
reduce the Company's non-performing loans.

The following  table  provides  information  regarding risk elements in the loan
portfolio:
<TABLE>
<CAPTION>
                                                         March 31         December 31
                                                           2000              1999
                                                           ----              ----
<S>                                                   <C>                  <C>
Non-accrual loans                                     $      331           $   332
Non-accrual loans to total loans                            0.38%             0.39%
Non-performing loans to total assets                        0.22%             0.22%
Allowance for possible loan losses as a
  percentage of non-performing loans                      267.67%           252.11%

</TABLE>


                                       13
<PAGE>
ALLOWANCE FOR POSSIBLE LOAN LOSSES

The  allowance  for possible  loan losses is  maintained  at a level  considered
adequate to provide for  potential  loan losses.  The level of the  allowance is
based on  management's  evaluation of potential  losses in the portfolio,  after
consideration  of  risk   characteristics   of  the  loans  and  prevailing  and
anticipated  economic  conditions.  The  allowance is  increased  by  provisions
charged to expense  and  reduced by  charge-offs,  net of  recoveries.  Although
management  strives to maintain an allowance it deems adequate,  future economic
changes,  deterioration  of  borrowers'  credit  worthiness,  and the  impact of
examinations  by  regulatory  agencies all could cause  changes to the Company's
allowance for possible loan losses.

At March 31, 2000, the allowance for possible loan losses was $886 thousand,  up
5.9% from the $837 thousand at year-end 1999. The Company recognized $1 thousand
in net charge-offs for the first three months of 2000.

LIQUIDITY MANAGEMENT

At March 31, 2000,  the amount of liquid assets  remained at a level  management
deemed adequate to ensure that contractual  liabilities,  depositors' withdrawal
requirements,   and  other  operational  and  customer  credit  needs  could  be
satisfied.

At March 31, 2000,  liquid  investments  totaled $11.2  million,  and all mature
within 30 days.

CAPITAL RESOURCES

Total  stockholders'  equity increased $67 thousand to $9.2 million at March 31,
2000 from the $9.1 million at year end 1999.  The increase was due to net income
of $200 thousand and shares issued through the dividend reinvestment plan of $20
thousand.  These increases were offset by an increase in the net unrealized loss
on  securities  available  for sale of $68  thousand  and cash  dividends of $85
thousand.

At  March  31,  2000,  each of the  Company  and the Bank  exceeded  each of the
regulatory capital  requirements  applicable to it. The table below presents the
capital  ratios at March 31,  2000 for both the  Company and the Bank as well as
the minimum regulatory requirements.
<TABLE>
<CAPTION>
                         Amount          Ratio         Amount      Minimum Ratio
                         ------          -----         ------      -------------
<S>                      <C>             <C>           <C>               <C>
The Company
Leverage Capital         $9,242          6.18%         $4,487            3-5%

Tier 1 - Risk Based       9,242          10.43%         3,546             4%
Total Risk-Based         10,128          11.42%         7,092             8%

The Bank
Leverage Capital          8,846          5.92%          4,483            3-5%

Tier 1 Risk-Based         8,846          9.99%          3,543             4%
Total Risk-Based          9,732          10.99%         7,086             8%


</TABLE>
                                       14
<PAGE>

                            Part II Other Information
                            -------------------------

Item 1.    Legal Proceedings

    The  Company  and the  Bank  are  periodically  involved  in  various  legal
proceedings  as a  normal  incident  to  their  businesses.  In the  opinion  of
management, no material loss is expected from any such pending lawsuit.

Item 2.    Changes in Securities

    Not applicable

Item 3.    Defaults Upon Served 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 Report on form 8-K
           -------------------------------

    (a).  Exhibits

           Number            Description

              27        Financial Data Schedule

    (b).   Reports on Form 8-K

           None





                                       15
<PAGE>

                                    SIGNATURE


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

                                                       SUSSEX BANCORP




Date:  May 11, 2000                                 By: /s/Candace A. Leatham
                                                       ---------------------
                                                       CANDACE A. LEATHAM
                                                       Senior Vice President and
                                                       Chief Financial Officer






                                       16

<TABLE> <S> <C>

<ARTICLE>                                            9

<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                             DEC-31-2000
<PERIOD-END>                                  MAR-31-2000
<CASH>                                         7,062
<INT-BEARING-DEPOSITS>                         2,447
<FED-FUNDS-SOLD>                               4,000
<TRADING-ASSETS>                                   0
<INVESTMENTS-HELD-FOR-SALE>                   36,476
<INVESTMENTS-CARRYING>                         6,456
<INVESTMENTS-MARKET>                               0
<LOANS>                                       88,287
<ALLOWANCE>                                      886
<TOTAL-ASSETS>                               151,109
<DEPOSITS>                                   135,166
<SHORT-TERM>                                   6,170
<LIABILITIES-OTHER>                              617
<LONG-TERM>                                        0
                              0
                                        0
<COMMON>                                       5,708
<OTHER-SE>                                     3,448
<TOTAL-LIABILITIES-AND-EQUITY>               151,109
<INTEREST-LOAN>                                1,731
<INTEREST-INVEST>                                658
<INTEREST-OTHER>                                  90
<INTEREST-TOTAL>                               2,479
<INTEREST-DEPOSIT>                             1,056
<INTEREST-EXPENSE>                             1,123
<INTEREST-INCOME-NET>                          1,356
<LOAN-LOSSES>                                     48
<SECURITIES-GAINS>                                 0
<EXPENSE-OTHER>                                1,240
<INCOME-PRETAX>                                  258
<INCOME-PRE-EXTRAORDINARY>                       200
<EXTRAORDINARY>                                    0
<CHANGES>                                          0
<NET-INCOME>                                     200
<EPS-BASIC>                                     0.14
<EPS-DILUTED>                                   0.14
<YIELD-ACTUAL>                                  3.95
<LOANS-NON>                                      331
<LOANS-PAST>                                       0
<LOANS-TROUBLED>                                   0
<LOANS-PROBLEM>                                    0
<ALLOWANCE-OPEN>                                 837
<CHARGE-OFFS>                                      0
<RECOVERIES>                                       1
<ALLOWANCE-CLOSE>                                886
<ALLOWANCE-DOMESTIC>                             886
<ALLOWANCE-FOREIGN>                                0
<ALLOWANCE-UNALLOCATED>                            0


</TABLE>


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