1
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(MARK ONE) FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2001
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
FOR THE TRANSITION PERIOD FROM TO
--------- ---------
Commission File No. 333-30182
SUN BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
United States 58-2466380
(State or other jurisdiction of (I.R.S. Employer
incorporation) Identification No.)
4367 RIVERWOOD DRIVE
MURRELLS INLET, SC 29576-1359
(Address of principal executive
offices, including zip code)
(843) 357-7007
(Registrant's telephone number, including area code)
------------------------------------------------
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 [ ] NO [X]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practicable date:
715,000 SHARES OF COMMON STOCK, NO STATED PAR VALUE ON MAY 9, 2001
Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]
PAGE 1 OF 14
EXHIBIT INDEX ON PAGE 2
2
SUN BANCSHARES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
INDEX
Page No.
PART I. FINANCIAL RESULTS
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets - March 31, 2001 and December 31, 2000........................3
Condensed Consolidated Statement of Income - Three months ended March 31, 2001......................4
Condensed Consolidated Statement of Shareholders' Equity and Comprehensive Income-
Three months ended March 31, 2001.................................................................5
Condensed Consolidated Statement of Cash Flows - Three months ended March 31, 2001..................6
Notes to Condensed Consolidated Financial Statements................................................7
Item 2. Management's Discussion and Analysis or Plan of Operation.........................................8-12
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K....................................................................13
(a) Exhibits.......................................................................................13
(b) Reports on Form 8-K............................................................................13
3
SUN BANCSHARES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
March 31, December 31,
2001 2000
------------ ------------
(Unaudited)
ASSETS:
Cash and cash equivalents:
Cash and due from banks $ 766,718 $ 163,515
Federal funds sold 3,452,000 6,010,000
------------ ------------
Total cash and cash equivalents 4,218,718 6,173,515
------------ ------------
Investment securities:
Securities available-for-sale 1,806,255 --
Nonmarketable equity securities 195,000 195,000
------------ ------------
Total investment securities 2,001,255 195,000
------------ ------------
Loans receivable: 4,386,323 905,147
Less allowance for loan losses (50,000) (15,000)
------------ ------------
Loans, net 4,336,323 890,147
Premises, furniture & equipment, net 874,053 573,799
Accrued interest receivable 30,415 4,115
Other assets 275,418 191,800
------------ ------------
Total assets $ 11,736,182 $ 8,028,376
============ ============
LIABILITIES:
Deposits:
Noninterest-bearing transaction accounts $ 2,013,284 $ 207,226
Interest-bearing transaction accounts 309,438 170,840
Savings 1,780,813 1,175,203
Time deposits $100,000 and over 684,645 166,967
Other time deposits 991,543 219,107
------------ ------------
Total deposits 5,779,723 1,939,343
------------ ------------
Accrued interest payable 22,796 2,127
Other liabilities 40,385 27,307
------------ ------------
Total liabilities 5,842,904 1,968,777
------------ ------------
SHAREHOLDERS' EQUITY:
Preferred stock, par value not stated; 2,000,000 shares
authorized and unissued -- --
Common stock, par value not stated; 10,000,000 shares authorized;
715,000 issued and outstanding at March 31, 2001 and
December 31, 2000 6,779,216 6,779,216
Retained earnings (deficit) (886,285) (719,617)
Accumulated other comprehensive income 347 --
------------ ------------
Total shareholders' equity 5,893,278 6,059,599
------------ ------------
Total liabilities and shareholders' equity $ 11,736,182 $ 8,028,376
============ ============
See notes to condensed consolidated financial statements.
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4
SUN BANCSHARES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
Three Months
Ended
March 31, 2001
--------------
INTEREST INCOME:
Loans, including fees $ 63,600
Investment securities, taxable 15,893
Federal funds sold 80,921
----------
Total 160,414
----------
INTEREST EXPENSE:
Time deposits $100,000 and over 9,393
Other deposits 28,078
----------
Total 37,471
----------
NET INTEREST INCOME 122,943
Provision for loan losses 35,000
----------
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 87,943
----------
OTHER OPERATING INCOME:
Service charges on deposit accounts 2,031
Residential mortgage origination fees 7,588
Other service charges, commissions, and fees 1,521
----------
Total 11,140
----------
OTHER OPERATING EXPENSES:
Salaries and employee benefits 164,106
Occupancy expense 71,091
Furniture and equipment expense 15,960
Other operating expenses 114,241
----------
Total 365,398
----------
INCOME (LOSS) BEFORE INCOME TAXES (266,315)
Income tax expense (benefit) (99,647)
----------
NET INCOME (LOSS) $ (166,668)
==========
EARNINGS PER SHARE
Average shares outstanding 715,000
Basic earnings (losses) per share $ (0.23)
Diluted earnings (losses) per share $ (0.23)
See notes to condensed consolidated financial statements.
4
5
SUN BANCSHARES, INC.
CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
FOR THE THREE MONTHS ENDED MARCH 31, 2001
(UNAUDITED)
Accumulated
Common Stock Retained Other
------------------------ Earnings Comprehensive
Shares Amount (Deficit) Income Total
-------- ---------- ---------- ------------- -----------
BALANCE, DECEMBER 31, 2000 715,000 $6,779,216 $ (719,617) $ -- $ 6,059,599
Net income (loss) for the period (166,668) (166,668)
Other comprehensive income, net of
tax $203 347 347
---- -----------
Comprehensive income (166,321)
-------- ---------- ---------- ---- -----------
BALANCE, MARCH 31, 2001 715,000 6,779,216 (886,285) 347 5,893,278
======== ========== ========== ==== ===========
See notes to condensed consolidated financial statements.
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6
SUN BANCSHARES, INC.
STATEMENT OF CASH FLOWS
(UNAUDITED)
Three Months
Ended
March 31, 2001
--------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (166,668)
Adjustments to reconcile net income to net cash (used) provided by
operating activities:
Depreciation and amortization 15,960
Provision for loan losses 35,000
Accretion and premium amortization (295)
Deferred income tax benefit (99,647)
Increase in interest receivable (26,300)
Increase in accounts payable 20,669
Decrease in other assets 16,029
Increase in other liabilities 12,875
------------
Net cash used by operating activities (192,377)
------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of securities available-for-sale (2,579,858)
Maturities of securities available-for-sale 774,448
Net increase in loans made to customers (3,481,176)
Purchases of premises and equipment (316,214)
------------
Net cash used by investing activities (5,602,800)
------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase in demand deposits, interest-bearing transaction
accounts and savings accounts 2,550,266
Net increase in certificates of deposit and other time deposits 1,290,114
------------
Net cash provided by financing activities 3,840,380
------------
NET DECREASE IN CASH (1,954,797)
CASH, BEGINNING OF PERIOD 6,173,515
------------
CASH, END OF PERIOD $ 4,218,718
============
Cash paid during the period for:
Income taxes $ --
Interest $ 16,802
See notes to condensed consolidated financial statements.
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SUN BANCSHARES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 - BASIS OF PRESENTATION
The accompanying financial statements have been prepared in accordance with the
requirements for interim financial statements and, accordingly, they are
condensed and omit disclosures which would substantially duplicate those
contained in the most recent annual report to shareholders. The financial
statements as of March 31, 2001 are unaudited and, in the opinion of management,
include all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation. The financial information as of December 31,
2000 has been derived from the audited financial statements as of that date. For
further information, refer to the financial statements and the notes included in
Sun Bancshares, Inc.'s 2000 Annual Report.
NOTE 2 - EARNINGS PER SHARE
Net income per share - basic is computed by dividing net income by the weighted
average number of common shares outstanding. Net income per share - diluted is
computed by dividing net income by the weighted average number of common shares
outstanding and dilutive common share equivalents using the treasury stock
method. Dilutive common share equivalents include common shares issuable upon
exercise of outstanding stock options. There were no dilutive common share
equivalents outstanding during the first three months of 2001; therefore basic
earnings per share and diluted earnings per share were the same.
NOTE 3 - COMPREHENSIVE INCOME
Comprehensive income includes net income and other comprehensive income, which
is defined as non-owner related transactions in equity. The following table sets
forth the amounts of other comprehensive income included in equity along with
the related tax effect for the three-month period ended March 31, 2001:
Pre-tax (Expense) Net-of-tax
Amount Benefit Amount
------- --------- ----------
FOR THE THREE MONTHS ENDED MARCH 31, 2001:
Unrealized gains (losses) on securities:
Unrealized holding gains (losses) arising during the period $ 505 $(203) $347
Plus: reclassification adjustment for gains (losses)
realized in net income -- -- --
------ ------ ------
Net unrealized gains (losses) on securities 550 (203) 347
------ ------ ------
Other comprehensive income $ 550 $ (203) $ 347
====== ====== ======
Accumulated other comprehensive income consists solely of the unrealized gain on
securities available for sale, net of the deferred tax effects.
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SUN BANCSHARES, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The following is a discussion of our financial condition as of March 31, 2001
compared to December 31, 2000, and the results of operations for the three
months ended March 31, 2001. These comments should be read in conjunction with
our condensed financial statements and accompanying footnotes appearing in this
report. This report contains "forward-looking statements" relating to, without
limitation, future economic performance, plans and objectives of management for
future operations, and projections of revenues and other financial items that
are based on the beliefs of our management, as well as assumptions made by and
information currently available to our management. The words "expect,"
"estimate," "anticipate," and "believe," as well as similar expressions, are
intended to identify forward-looking statements. Our actual results may differ
materially from the results discussed in the forward-looking statements, and our
operating performance each quarter is subject to various risks and uncertainties
that are discussed in detail our filings with the Securities and Exchange
Commission.
RESULTS OF OPERATIONS
NET INTEREST INCOME
For the three months ended March 31, 2001, net interest income totaled $122,943.
Total interest income for the three months ended March 31, 2001 was $160,414. Of
this total, interest income from federal funds sold was $80,921, interest income
from loans, including fees was $63,600 and interest income from investment
securities totaled $15,893. The income was partially offset by interest expense
of $37,471. Interest expense consisted primarily of other deposits totaling
$28,078 and interest expense from time deposits $100,000 and over totaled $9,393
for the three months ended March 31, 2001. The net interest margin realized on
earning assets was 5.36% for the three months ended March 31, 2001 and the
interest rate spread was 2.31% for the three months ended March 31, 2001.
PROVISION AND ALLOWANCE FOR LOAN LOSSES
The provision for loan losses is the charge to operating earnings that we
believe is necessary to maintain the allowance for possible loan losses at an
adequate level. For the three months ended March 31, 2001, the provision charged
to expense was $35,000. This is a result of our efforts to adjust the allowance
for loan losses to match the growth in the loan portfolio. There are risks
inherent in making all loans, including risks with respect to the period of time
over which loans may be repaid, risks resulting from changes in economic and
industry conditions, risks inherent in dealing with individual borrowers, and,
in the case of a collateralized loan, risks resulting from uncertainties about
the future value of the collateral. We maintain an allowance for loan losses
based on, among other things, historical experience, an evaluation of economic
conditions, and regular reviews of delinquencies and loan portfolio quality. Our
judgment about the adequacy of the allowance is based upon a number of
assumptions about future events, which we believe to be reasonable, but which
may not prove to be accurate. Thus, there is a risk that charge-offs in future
periods could exceed the allowance for loan losses or that substantial
additional increases in the allowance for loan losses could be required.
Additions to the allowance for loan losses would result in a decrease of our net
income and, possibly, our capital.
NONINTEREST INCOME
Noninterest income for the three months ended March 31, 2001 was $11,140. The
primary source of this income was from residential mortgage origination fees
which totaled $7,588 for the three months ended March 31, 2001. In addition,
service charges on deposit accounts totaled $2,031 for the three months ended
March 31, 2001.
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SUN BANCSHARES, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
NONINTEREST EXPENSE
Total noninterest expense for the three months ended March 31, 2001 was
$365,398. The primary component of noninterest expense was salaries and employee
benefits, which totaled $164,106 for the three months ended March 31, 2001.
Other operating expense totaled $114,241, occupancy expense totaled 71,091 and
furniture and equipment expense totaled $15,960 for the three months ended March
31, 2001.
INCOME TAXES
The income tax benefit for three months ended March 31, 2001 was $99,647 and was
a result of our net operating loss. The benefit was based on an effective tax
rate of 37% at March 31, 2001.
NET INCOME (LOSS)
The combination of the above factors resulted in a net loss for the three months
ended March 31, 2001 of $166,668. The net loss before taxes was $266,315 and was
offset by an income tax benefit of $99,647.
ASSETS AND LIABILITIES
During the first three months of 2001, total assets increased $3,707,806, or
46.18%, when compared to December 31, 2000. The primary source of growth in
assets was gross loans which increased $3,481,176 during the first three months
of 2001. Total deposits increased $3,840,380, or 198.02%, from the December 31,
2000 amount of $1,939,343. Within the deposit area, noninterest-bearing deposits
increased $1,806,058 or 871.54% to $2,013,284 at March 31, 2001. Time deposits
greater than $100,000 and over increased $517,678 or 310.05% during the first
three months of 2001. Other time deposits also increased $772,436, or 352.54%,
during the first three months of 2001.
INVESTMENT SECURITIES
Investment securities totaled $1,806,255 at March 31, 2001. Securities totaling
$2,579,858 were purchased during the first three months of the year. All of our
marketable investment securities were designated as available-for-sale at March
31, 2001.
NONMARKETABLE EQUITY SECURITIES
Nonmarketable equity securities include the cost of our investment in the stock
of the Federal Reserve Bank. The stock has no quoted market value and no ready
market exists. Investment in Federal Reserve Bank stock is required by law of
every national bank. At March 31, 2001 and December 31, 2000 our investment in
this stock totaled $195,000.
LOANS
We experienced steady growth during the first three months of 2001, especially
in the loan area. Net loans increased $3,446,176, or 387.15%, during the period.
As shown below, the main component of growth in the loan portfolio was real
estate-mortgage which increased $1,782,537, or 845.16%, from December 31, 2000.
Also, commercial and industrial loans increased $1,349,446, or 339.20%. Balances
within the major loans receivable categories as of March 31, 2001 and December
31, 2000 are as follows:
March 31, December 31,
2001 2000
---------- -----------
Real estate - mortgage $1,993,447 $ 210,910
Commercial and industrial 1,747,279 397,833
Consumer and other 645,597 296,404
---------- ----------
$4,386,323 $ 905,147
========== ==========
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SUN BANCSHARES, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
RISK ELEMENTS IN THE LOAN PORTFOLIO
There were no risk elements identified in our loan portfolio as of March 31,
2001.
Activity in the Allowance for Loan Losses is as follows:
March 31,
2001
----------
Balance, January 1, $ 15,000
Provision for loan losses for the period 35,000
Net loans (charged-off) recovered for the period --
----------
Balance, end of period $ 50,000
==========
Gross loans outstanding, end of period $4,386,323
Allowance for loan losses to loans outstanding 1.14%
DEPOSITS
At March 31, 2001, total deposits increased by $3,840,380, or 198.02%, from
December 31, 2000. The largest increase was in noninterest bearing demand
deposits which increased $1,806,058, or 871.54%, from December 31, 2000 to March
31, 2001. Other time deposits increased $772,436 or 352.54% and time deposits
$100,000 and over increased $517,678 or 310.05%. Expressed as a percentage,
total interest bearing deposits increased 117.45%.
Balances within the major deposit categories as of March 31, 2001 and December
31, 2000 were as follows:
March 31, December 31,
2001 2000
---------- ------------
Noninterest-bearing demand deposits $2,013,284 $ 207,226
Interest-bearing demand deposits 309,438 170,840
Savings deposits 1,780,813 1,175,203
Time deposits $100,000 and over 684,645 166,967
Other time deposits 991,543 219,107
---------- ----------
$5,779,723 $1,939,343
========== ==========
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SUN BANCSHARES, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
LIQUIDITY
We meet our liquidity needs through scheduled maturities of loans and
investments on the asset side and through pricing policies on the liability side
for interest-bearing deposit accounts. The level of liquidity is measured by the
loan-to-total borrowed funds ratio which was at 75.89% at March 31, 2001 and
46.67% at December 31, 2000.
Securities available-for-sale, which totaled $1,806,255 at March 31, 2001, serve
as a ready source of liquidity. We also have lines of credit available with
correspondent banks to purchase federal funds for periods from one to seven
days. At March 31, 2001, unused lines of credit totaled $1,500,000.
CAPITAL RESOURCES
Total shareholders' equity decreased from $6,059,599 at December 31, 2000 to
$5,893,278 at March 31, 2001. The decrease is primarily due to the net loss for
the period of $166,668.
The Federal Reserve Board and bank regulatory agencies require bank holding
companies and financial institutions to maintain capital at adequate levels
based on a percentage of assets and off-balance sheet exposures, adjusted for
risk-weights ranging from 0% to 100%. Under the risk-based standard, capital is
classified into two tiers. Tier 1 capital consists of common shareholders'
equity, excluding the unrealized gain (loss) on available-for-sale securities,
minus certain intangible assets. Tier 2 capital consists of the general reserve
for loan losses subject to certain limitations. An institutions' qualifying
capital base for purposes of its risk-based capital ratio consists of the sum of
its Tier 1 and Tier 2 capital. The regulatory minimum requirements are 4% for
Tier 1 and 8% for total risk-based capital.
Banks and bank holding companies are also required to maintain a capital at a
minimum level based on total assets, which is known as the leverage ratio. The
minimum requirement for the leverage ratio is 3%, but all but the highest rated
institutions are required to maintain ratios 100 to 200 basis point above the
minimum. Both the Company and the Bank exceeded their minimum regulatory capital
ratios as of March 31, 2001.
The following table summarizes our risk-based capital at March 31, 2001:
Shareholders' equity $5,892,931
Less: intangibles --
----------
Tier 1 capital 5,892,931
Plus: allowance for loan losses(1) 50,000
----------
Total capital $5,942,931
==========
Risk-weighted assets $6,260,783
==========
Risk-based capital ratios
Tier 1 capital (to risk-weighted assets) 94.12%
Total capital (to risk-weighted assets) 94.92%
Tier 1 (to total average assets) 55.04%
(1) limited to 1.25% of risk-weighted assets
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SUN BANCSHARES, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
REGULATORY MATTERS
From time to time, various bills are introduced in the United States Congress
with respect to the regulation of financial institutions. Certain of these
proposals, if adopted, could significantly change the regulation of banks and
the financial services industry. We cannot predict whether any of these
proposals will be adopted or, if adopted, how these proposals would affect us.
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SUN BANCSHARES, INC.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Not applicable.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
Not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
NOTE 5. OTHER INFORMATION
Not applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
The following documents are filed as part of this report: Not
applicable.
Reports on Form 8-K
(b) Reports on Form 8-K - None
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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.
By: /s/ THOMAS BOUCHETTE
----------------------------------------
Thomas Bouchette
President & Chief Executive Officer
Date: May 10, 2001 By: /s/ RANDY L. CARMON
----------------------------------------
Randy L. Carmon
Chief Financial Officer
14