UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 205492
Form 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2003
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 000-21267 |
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SUMMIT BANK CORPORATION |
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GEORGIA |
58-1722476 |
(State or other jurisdiction of |
(IRS Employer |
incorporation or organization) |
Identification No.) |
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4360 Chamblee-Dunwoody Road |
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Atlanta, Georgia 30341 |
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(Address of principal executive offices, including Zip Code) |
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(770) 454-0400 |
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(Registrant's telephone number, including area code) |
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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 |
Indicate by check mark whether the registrant is an accelerating filer (as defined in Rule 12b-2 of the Exchange Act).
Yes __ |
No X _ |
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of capital stock, as of the latest practicable date.
Class |
Outstanding at May 1, 2003 |
Common Stock. $.0l par value |
3,768,429 |
The Exhibit Index Appears on Page 18
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
SUMMIT BANK CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands) |
March 31, |
December 31, |
||||||
|
||||||||
ASSETS: |
||||||||
Cash and due from banks |
$ |
18,500 |
$ |
16,058 |
||||
Federal funds sold |
450 |
-- |
||||||
Interest-bearing deposits in other banks |
1,064 |
740 |
||||||
Investment securities available for sale, at fair value |
100,919 |
98,947 |
||||||
Investment securities held to maturity, at amortized cost |
12,353 |
12,347 |
||||||
Other investments |
2,129 |
1,630 |
||||||
Loans, net of unearned income |
261,058 |
249,246 |
||||||
Loans held for sale |
9,210 |
9,477 |
||||||
Less: allowance for loan losses |
(3,643) |
(3,435) |
||||||
Net loans |
266,625 |
255,288 |
||||||
|
||||||||
Premises and equipment, net |
3,372 |
3,404 |
||||||
Customers' acceptance liability |
1,575 |
1,646 |
||||||
Goodwill, net |
1,530 |
1,530 |
||||||
Bank owned life insurance |
6,714 |
6,605 |
||||||
Other assets |
4,953 |
4,665 |
||||||
Total assets |
$ |
420,184 |
$ |
402,860 |
||||
|
||||||||
|
||||||||
LIABILITIES AND STOCKHOLDERS' EQUITY |
||||||||
LIABILITIES: |
||||||||
Deposits: |
||||||||
Noninterest-bearing demand |
$ |
78,378 |
$ |
74,143 |
||||
Interest-bearing: |
||||||||
Demand |
70,635 |
65,424 |
||||||
Savings |
11,207 |
10,693 |
||||||
Time, $100,000 and over |
89,386 |
83,719 |
||||||
Other time |
85,209 |
83,447 |
||||||
Total deposits |
|
334,815 |
317,426 |
|||||
Federal Home Loan Bank advances |
25,000 |
20,000 |
||||||
Federal funds purchased |
8,000 |
9,500 |
||||||
Other borrowed funds |
17,338 |
21,225 |
||||||
Acceptances outstanding |
1,575 |
1,646 |
||||||
Other liabilities |
1,895 |
1,887 |
||||||
Total liabilities |
|
388,623 |
371,684 |
|||||
STOCKHOLDERS' EQUITY: |
||||||||
Common stock |
39 |
39 |
||||||
Additional paid-in capital |
17,276 |
17,276 |
||||||
Retained earnings |
12,035 |
11,495 |
||||||
Accumulated other comprehensive income |
2,211 |
2,366 |
||||||
Total stockholders' equity |
|
31,561 |
31,176 |
|||||
|
||||||||
|
||||||||
Total liabilities and stockholders' equity |
$ |
420,184 |
$ |
402,860 |
||||
See Accompanying Notes to Condensed Consolidated Financial Statements.
2
SUMMIT BANK CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED INCOME STATEMENTS
(Unaudited)
Three months |
|||||||||
(Dollars in thousands, except share and per share amounts) |
2003 |
2002 |
|||||||
Interest income |
|||||||||
Loans, including fees |
$ |
4,191 |
$ |
3,968 |
|||||
Interest-bearing deposits in other banks |
2 |
2 |
|||||||
Federal funds sold |
5 |
|
10 |
||||||
Investment securities |
835 |
660 |
|||||||
Mortgage-backed securities |
467 |
595 |
|||||||
Total interest income |
5,500 |
5,235 |
|||||||
Interest expense |
|||||||||
Time deposits, $100,000 and over |
770 |
717 |
|||||||
Other deposits |
793 |
1,126 |
|||||||
Federal Home Loan Bank advances |
164 |
138 |
|||||||
Short-term borrowings |
74 |
65 |
|||||||
Total interest expense |
1,801 |
2,046 |
|||||||
Net interest income |
3,699 |
3,189 |
|||||||
Provision for loan losses |
214 |
365 |
|||||||
Net interest income after provision for loan losses |
3,485 |
2,824 |
|||||||
Noninterest income |
|||||||||
Fees for international banking services |
297 |
246 |
|||||||
SBA loan servicing fees |
30 |
25 |
|||||||
Service charge income |
186 |
179 |
|||||||
Non-sufficient funds charges |
208 |
204 |
|||||||
Increase in CSV of bank owned life insurance |
109 |
109 |
|||||||
Unrealized gain on interest rate swap |
- |
296 |
|||||||
Other |
86 |
118 |
|||||||
Total noninterest income |
916 |
1,177 |
|||||||
Noninterest expenses |
|||||||||
Salaries and employee benefits |
1,503 |
1,437 |
|||||||
Equipment |
206 |
190 |
|||||||
Net occupancy |
256 |
226 |
|||||||
Other operating expenses |
909 |
973 |
|||||||
Total noninterest expenses |
2,874 |
2,826 |
|||||||
Income before income taxes |
1,527 |
1,175 |
|||||||
|
|||||||||
Income tax expense |
497 |
326 |
|||||||
Net income |
$ |
1,030 |
$ |
849 |
|||||
|
|||||||||
Basic net income per common share |
$ |
.27 |
$ |
.22 |
|||||
Diluted net income per common share and |
|||||||||
common share equivalents |
$ |
.27 |
$ |
.22 |
|||||
|
|||||||||
Weighted-average shares outstanding - basic |
3,768,429 |
3,842,942 |
|||||||
Weighted-average shares outstanding - diluted |
3,779,892 |
3,848,236 |
|||||||
Dividends declared per common share |
$ |
.13 |
$ |
.09 |
|||||
|
See Accompanying Notes to Condensed Consolidated Financial Statements.
3
SUMMIT BANK CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Three months |
||||||
(In thousands) |
2003 |
2002 |
||||
|
||||||
Cash flows from operating activities: |
||||||
Net income |
$ |
1,030 |
$ |
849 |
||
Adjustments to reconcile net income to net cash |
||||||
provided by operating activities: |
||||||
Depreciation and amortization of premises and equipment |
147 |
146 |
||||
Net amortization of premiums/discounts on investment securities |
72 |
81 |
||||
Amortization of intangibles |
49 |
65 |
||||
Provision for loan losses |
214 |
365 |
||||
Unrealized gain on interest rate swap |
-- |
(296) |
||||
Increase in CSV of bank owned life insurance |
(109) |
(109) |
||||
Changes in other assets and liabilities: |
||||||
Net decrease in loans held for sale |
267 |
338 |
||||
(Increase) decrease in other assets |
(935) |
64 |
||||
Increase in other liabilities |
412 |
1,468 |
||||
Net cash provided by operating activities |
1,147 |
2,971 |
||||
|
||||||
Cash flows from investing activities: |
||||||
Proceeds from maturities of investment securities, available for sale |
2,000 |
-- |
||||
Principal collections on investment securities, available for sale |
2,158 |
3,848 |
||||
Principal collections on investment securities, held for maturity |
2 |
2 |
||||
Purchases of investment securities, available for sale |
(6,670) |
(5,106) |
||||
Loans made to customers, net of principal collected on loans |
(11,818) |
(16,449) |
||||
Purchases of premises and equipment |
(115) |
(197) |
||||
Net cash used in investing activities |
(14,443) |
(17,902) |
||||
|
||||||
Cash flows from financing activities: |
||||||
Net increase in demand and savings deposits |
9,960 |
6,669 |
||||
Net increase (decrease) in time deposits |
7,429 |
(1,639) |
||||
Repurchase of common stock |
-- |
(1,186) |
||||
Dividends paid |
(490) |
(353) |
||||
Net increase in Federal Home Loan Bank advances |
5,000 |
9,920 |
||||
Net (decrease) in federal funds purchased |
(1,500) |
(500) |
||||
Net (decrease) increase in other borrowed funds |
(3,887) |
7,478 |
||||
Net cash provided by financing activities |
16,512 |
20,389 |
||||
|
||||||
Net increase in cash and cash equivalents |
3,216 |
5,458 |
||||
Cash and cash equivalents at beginning of period |
16,798 |
15,867 |
||||
Cash and cash equivalents at end of period |
$ |
20,014 |
$ |
21,325 |
||
Supplemental disclosures of cash paid during the period: |
||||||
Interest |
$ |
1,924 |
$ |
2,185 |
||
Income taxes |
$ |
25 |
$ |
415 |
||
See Accompanying Notes to Condensed Consolidated Financial Statements.
4
SUMMIT BANK CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. BASIS OF PRESENTATION
Summit Bank Corporation and subsidiaries (the "Company") prepared the consolidated financial statements included herein, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted, although the Company believes that the disclosures are adequate to make the information presented not misleading. In the opinion of management, the information in the condensed consolidated financial statements reflects all adjustments necessary to present fairly the Company's financial position, results of operations and cash flows for such interim periods. Management believes that all interim period adjustments are of a normal recurring nature. You should read these consolidated financial statements in conjunction with the Company's audited financial statements and the n otes thereto as of December 31, 2002, included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2002.
The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, The Summit National Bank (the "Bank") and The Summit Merchant Banking Corporation (inactive), as well as an 80%-owned subsidiary, CashMart, Inc., (inactive). All intercompany accounts and transactions have been eliminated in consolidation.
The Company primarily operates through one segment, providing a full range of banking services to individual and corporate customers through its subsidiary bank.
2. ACCOUNTING POLICIES
We refer to the Company's accounting policies described in the notes to consolidated financial statements contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2002.
3. COMPREHENSIVE INCOME
Currently, other comprehensive income for the Company consists of items previously recorded as a component of stockholders' equity under Statement of Financial Accounting Standards (SFAS) No. 115, Accounting for Certain Investments in Debt and Equity Securities and SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities. Total comprehensive income for the three months ended March 31, 2003 was $875,000 compared to $137,000 for the three months ended March 31, 2002.
4. STOCK-BASED COMPENSATION
In December 2002, the Financial Accounting Standards Board (FASB) issued SFAS No. 148, Accounting for Stock-Based Compensation -- Transition and Disclosure an amendment of FASB Statement No. 123. SFAS No. 148 amends SFAS No. 123, Accounting for Stock-Based Compensation, to provide alternative methods of transition for an entity that voluntarily changes to the fair value based method of accounting for stock-based employee compensation. It also amends the disclosure provisions of SFAS No. 123 to require prominent disclosure about the effects on reported net income of an entity's accounting policy decisions with respect to stock-based employee compensation. Finally, SFAS No. 148 also amends Accounting Principles Board (APB) Opinion No. 28, Interim Financial Reporting, to require disclosure about those effects in the interim financial information.
5
Compensation cost determined under SFAS No. 123 did not differ from the compensation cost determined under APB Opinion No. 25 for the quarters ended March 31, 2003 and 2002.
5. RECENT ACCOUNTING PRONOUNCEMENTS
In June 2001, the FASB issued SFAS No. 143, Accounting for Asset Retirement Obligations. SFAS No. 143 requires the Company to record the fair value of an asset retirement obligation as a liability in the period in which it incurs a legal obligation associated with the retirement of tangible long-lived assets that result from acquisition, construction, development, and/or normal use of the assets. The Company also records a corresponding asset which is depreciated over the life of the asset. Subsequent to the initial measurement of the asset retirement obligation, the obligation will be adjusted at the end of each period to reflect the passage of time and changes in the estimated future cash flows underlying the obligation. The Company adopted SFAS No. 143 on January 1, 2003. The adoption of SFAS No. 143 did not have a material effect on the Company's consolidated financial statements.
In April 2002, the FASB issued SFAS No. 145, Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections. SFAS No. 145 updates, clarifies, and simplifies existing accounting pronouncements. SFAS No. 145 requires that in certain circumstances previous items classified as extraordinary that do not meet the criteria in Accounting Principles Board (APB) Opinion No. 30 must be reclassified. SFAS No. 145 is effective for fiscal years beginning after May 15, 2002. The adoption of SFAS No. 145 did not have a material effect on the Company's financial condition or results of operations.
In July 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities. SFAS No. 14 addresses financial accounting and reporting for costs associated with exit or disposal activities. SFAS No. 146 requires recognition of a liability for a cost associated with an exit or disposal activity when the liability is incurred, as opposed to when the entity commits to an exit plan. SFAS No. 146 is effective prospectively for exit or disposal activities initiated after December 31, 2002. The adoption of SFAS No. 146 did not have a material effect on the Company's financial condition or results of operations.
In October 2002, the FASB issued SFAS No. 147, Acquisitions of Certain Financial Institutions. SFAS No. 147 removes acquisitions of financial institutions from the scope of both SFAS No. 72, Accounting for Certain Acquisitions of Banking or Thrift Institutions, and FASB Interpretation No. 9, Applying APB Opinions No. 16 and 17, When a Savings and Loan Association or a Similar Institution is Acquired in a Business Combination Accounted for by the Purchase Method, and requires that those transactions be accounted for in accordance with SFAS No. 141, Business Combinations, and No. 142, Goodwill and Other Intangible Assets. In addition, SFAS No. 147 amends SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, to include in its scope long-term customer-relationship intangible assets of financial institutions such as depositor- and borrower-relationship intangible assets and credit cardholder intangible assets. SFAS No. 147's transition provision s require affected institutions to reclassify their SFAS No. 72 goodwill as SFAS No. 142 goodwill as of the date the Company initially applied SFAS No. 142 in its entirety. The adoption of SFAS No. 147 did not have a material impact on the Company's financial condition or results of operations.
In November 2002, the FASB issued Interpretation No. 45, Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others (FIN 45). FIN 45 requires that the guarantor recognize, at the inception of certain guarantees, a liability for the fair value of the obligation undertaken in issuing such guarantee. FIN 45 also requires additional disclosure about the guarantor's obligations under certain guarantees that it has issued. The initial recognition and measurement provisions of this interpretation are applicable on a prospective basis to guarantees issued or modified after December 31, 2002 and the disclosure requirements are effective after December 15, 2002. The adoption of FIN 45 has not had a material impact on the Company's financial condition or results of operations.
6
In January 2003, the FASB issued Interpretation No. 46, Consolidation of Variable Interest Entities and Interpretation of ARB No. 51 (FIN 46). FIN 46 establishes the criteria for consolidating variable interest entities. As the Company does not have variable interest entities, Management does not anticipate that the adoption of FIN 46 will have a material impact on the Company's financial condition or results of operations.
7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This quarterly report contains forward-looking statements and information relating to our subsidiaries and us. The words "believes," "expects," "may," "will," "should," "projects," "contemplates," "anticipates," "forecasts," "intends" or similar terminology identify forward-looking statements. These statements reflect management's beliefs and assumptions, and are based on information currently available to management. Because these statements reflect the current views of management concerning future events, they involve risks, uncertainties and assumptions, including the risk that unanticipated changes in the interest rate environment could reduce our margins, competition or general economic conditions could be worse than we expect, and legislative or regulatory changes could adversely affect our business. Actual results may differ significantly from the results discussed in the forward-looking statements. We undertake no obligation to update publicly any forward-looking statement for any reason, eve n if new information becomes available.
Critical Accounting Policies
In reviewing and understanding financial information for the Company, you are encouraged to read and understand the significant accounting policies which are used in preparing the consolidated financial statements of the Company. These policies are described in Note 1 to the consolidated financial statements which were presented in the Company's 2002 Annual Report on Form 10-K. Of these policies, Management believes that the accounting for the allowance for loan losses is the most critical.
Losses on loans result from a broad range of causes from borrower specific problems, to industry issues, to the impact of the economic environment. The identification of these factors that lend to default or non-performance under a borrower loan agreement and the estimation of loss in these situations are very subjective. In addition, a dramatic change in the performance of one or a small number of borrowers can have a significant impact in the estimate of losses. The depth and duration of any economic recession could impact the credit risk associated with the loan portfolio. Another factor in the analysis is a consideration of concentrations of credit within specific industry sectors. Management monitors loan concentrations in any one industry in relation to the Bank's equity capital and has established limits to mitigate risk. At March 31, 2003, the Bank's largest concentrations are retail trade loans: convenience stores, restaurants, food stores, and liquor stores, which totaled approximately $111 million, or 316%, of capital; commercial real estate loans which totaled approximately $79 million, or 226%, of capital; and loans to service providers: financial, health, hotel and dry cleaners, which totaled approximately $43 million, or 124%, of capital. These concentrations are all within established policy limits. Management has not identified any specific industry weakness that may negatively impact the loan portfolio.
As described further below, management has implemented a process that has been applied consistently to systematically consider the many variables that impact the estimation of the allowance for loan losses. See also "Allowance and Provision for Loan Losses."
Performance Overview
The Company reported net income of $1,030,000 for the first quarter of 2003, compared to $849,000 for the first quarter of 2002, an increase of 21%. Moreover, the quality of the earnings improvement was even more significant when considering the special gains recognized in the prior period. The increase in earnings was primarily attributed to an improvement in net interest income resulting from asset growth and lower funding costs. Net earnings per share for the first quarter of 2003 were $.27 (basic and diluted) compared to $.22 (basic and diluted) for first quarter 2002, adjusted for the November 2002 stock split. Loan growth has continued at a strong pace while demand and other low rate deposits also grew over 5% during the current quarter. Other borrowed funds costs declined significantly since the end of last year, while the net interest margin has remained stable at about
8
4%, comparable to the first quarter of 2002. First quarter 2002 earnings of $849,000 included $200,000 (after-tax) in unrealized gains on the valuation of an interest rate swap, while the current period reflected core earnings with no similar gains. Interest income increased $265,000, while interest expense declined $245,000, comparing the first quarters of 2003 and 2002. The increase in interest income was attributed to the growth of the loan portfolio, which was partially offset by lower interest rates. The decline in the cost of funds was attributed largely to the continued repricing of time deposits to much lower rates as well as the maturity of a $5 million Federal Home Loan Bank ("FHLB") advance. This advance was replaced with a $10 million advance at a much lower cost. Total loans were $270 million at March 31, 2003, up $34 million, or 14%, from total loans at March 31, 2002. Noninterest income was $261,000 lower for the quarter compared to first quarter last year, while noninterest e xpenses were fairly flat for the comparable periods. The decrease in noninterest income was attributed to the unrealized gain on the interest rate swap in 2002.
The annualized return on average stockholders' equity for the 2003 three-month period was 13.1% versus 12.3% for the 2002 three-month period, and the return on average assets was 1.01% in the 2003 period compared to .97% in the 2002 period. Book value per share was $8.38 at March 31, 2003 compared to $8.27 at December 31, 2002 and $6.78 at March 31, 2002. In the first quarters of 2003 and 2002, the Company paid a cash dividend of $.13 and $.09 per share, respectively. The prior period amount was restated to reflect the fourth quarter 2002 stock split.
Total assets of the Company were $420 million at March 31, 2003, reflecting a 4.3% growth rate for the quarter. Loan growth was the primary contributor to this increase in assets. Total loans have grown $12 million, or 4.4%, since December 31, 2002, primarily in commercial loans, funded mainly with new deposit growth. The loan to deposit ratio at March 31, 2003 remained stable at 80%, comparable to the ratio at the end of 2002. The investment portfolio increased $2.5 million in the first quarter 2003 as new purchases of mortgage-backed securities more than offset principal collections in the portfolio.
Total deposits increased $17 million, or 5%, during the first quarter to $335 million, with $9 million of the increase comprised of demand deposits. Noninterest-bearing demand deposits grew 6% during the quarter reflecting Summit's continued focus on small business checking. The remainder of the increase was primarily in time deposits. At March 31, 2003, demand deposits represented over 23% of the Bank's total deposit base. Total time deposits at March 31, 2003 were $175 million compared to $167 million at December 31, 2002. Other borrowed funds, in total, remained stable during the quarter, however, the cost of these funds declined significantly when a short-term repurchase agreement and a maturing FHLB advance at a weighted-average rate of 4% were replaced with a FHLB advance bearing a current floating rate of .75%, adjustable quarterly.
Net interest income increased 16%, or $510,000, in first quarter 2003, compared to first quarter 2002. The increase was primarily due to both growth in the loan portfolio and reduction in funding costs. The provision for loan losses was $214,000 in first quarter of 2003 compared to $365,000 during the same period last year. The decrease was a result of an analysis of the allowance for loan losses indicating a decline in total classified assets at March 31, 2003, despite a temporary increase in non-performing assets. Interest expense on time deposits decreased $53,000 comparing first quarter 2003 to first quarter 2002, as existing certificates of deposit have matured and repriced at lower rates over the past year. This has been the primary factor in the lower cost of funds
As a result of the previously mentioned $200,000 after-tax unrealized gain on an interest rate swap in the first quarter of 2002, there was a decrease in noninterest income this year. In the current first quarter period, noninterest income was $916,000, down from $1,177,000 for first quarter last year. International fee income increased $51,000 to $297,000 in first quarter 2003 compared to the same quarter last year due to an increase in various types of transactional volume, particularly export letters of credit. Other noninterest income components were relatively flat compared to first quarter last year.
9
There was also minimal change in total noninterest expenses comparing the current quarter to the same quarter in 2002. Salaries and employee benefits increased 4.6% as a result of additional positions and merit increases. There were 115 full-time equivalent employees at March 31, 2003, an increase of three in the past year. Occupancy costs increased $30,000 this quarter over first quarter last year primarily due to normal rent escalations. Additionally, in third quarter 2002, the Bank expanded into 1,800 square feet of office space in the Asian Banking Center branch on Shallowford Road, thus foregoing rental income on this space. Other professional fees decreased $69,000 primarily due to certain consulting fees related to strategic planning that were recorded in first quarter 2002. Accounting fees increased this year approximately $30,000, due to fees related to the Bank's real estate investment trust. Legal fees declined $66,000 to $60,000 this year to date compared to the same period last year as collection efforts on several large loans ended in mid-2002. For the first three months of this year, the Company's efficiency ratio improved to 62% from 65% for the same period last year, primarily due to higher interest income this year.
Asset Quality
Non-performing assets were $1,995,000 at March 31, 2003 compared to $1,006,000 at year-end 2002. Non-performing assets at December 31, 2002 consisted of one commercial loan secured by business assets, one commercial loan secured by real estate, and a SBA loan fully guaranteed by the SBA. The March 31, 2003 amount included those same loans, as well as an additional $463,000 commercial loan collateralized with business assets, a $697,000 commercial loan secured by real estate that was foreclosed upon subsequent to March 31, 2003, and one $25,000 SBA loan, which represents the unguaranteed portion of the loan. Non-performing assets also included other real estate owned of $141,000 representing one piece of foreclosed property. Of the $2 million total amount at March 31, 2003, $533,000 represents two properties under contract for sale during second quarter 2003. Non-performing assets represented .74% of total loans and other real estate owned as of March 31, 2003 compared to .39% at December 31, 2002. Th e remaining $1.5 million of non-performing loans, assuming both sales contracts close, included $246,000 that was fully guaranteed by the SBA. There were no loans past due 90 days or more as to principal or interest payments and still accruing at March 31, 2003.
Non-performing Assets
March 31, |
December 31, |
||||||
(Dollars in thousands) |
2003 |
2002 |
|||||
|
|||||||
Loans on non-accrual |
|||||||
SBA guaranteed |
$ |
246 |
$ |
153 |
|||
Non-SBA guaranteed |
1,608 |
712 |
|||||
|
|||||||
Other real estate owned |
141 |
141 |
|||||
Total non-performing assets |
$ |
1,995 |
$ |
1,006 |
|||
|
|||||||
Total non-performing assets as a |
|||||||
percentage of total loans and other real estate |
.74% |
.39% |
|||||
Total non-performing loans as a percentage of total loans |
.69% |
.33% |
|||||
|
Allowance for Loan Losses
The allowance for loan losses represents a reserve for probable loan losses in the loan portfolio. The adequacy of the allowance for loan losses is evaluated periodically based on a review of all significant loans, with particular emphasis on impaired, non-accruing, past due, and other loans that Management believes require special attention. The determination of the allowance for loan losses is subjective and considered a critical accounting policy of the Company.
10
When reviewing the allowance for loan losses, it is important to understand to whom the Company lends. The loan portfolio is primarily comprised of loans to small businesses. In particular, the Company has developed lending niches in a number of industries, the most prevalent of which, include restaurants, convenience stores, and strip shopping centers. The risk to lending to these types of businesses is that they typically are more vulnerable to changes in economic conditions. The Company has mitigated the risk to these types of borrowers in several ways. First a large portion of these loans is supported by government guarantees obtained from the Small Business Association. Secondly, the majority of the Company's loans are well secured with marketable real estate, and thirdly, the Company performs in-depth economic analyses on these industries in order to remain abreast of current trends and conditions.
The allowance for loan losses methodology is based on a loan classification system. For purposes of determining the required allowance for loan losses and resulting periodic provisions, the Company segregates the loan portfolio into broad segments, such as: consumer, commercial and SBA loans. The Company provides for a general allowance for losses inherent in the portfolio for each of the above categories. The general allowance for losses is calculated based on estimates of inherent losses which probably exist as of the evaluation date. Loss percentages used for this portion of the portfolio are generally based on historical loss factors adjusted where necessary for qualitative factors. The general allowance for losses on problem loans in these categories is based on a review and evaluation of these loans, taking into consideration financial condition and strengths of the borrower, related collateral, cash flows available for debt repayment, and known and expected economic trends and conditions. Gen eral loss percentages for the problem loans are determined based upon historical loss experience and regulatory requirements. For loans considered impaired, specific allowances are provided in the event that the specific collateral analysis on each problem loan indicates that the probable loss upon liquidation of collateral would be in excess of the fair value of the collateral if the loan is collateral dependent or if the present value of expected future cash flows are less than the loan balance. In addition to these allocated reserves, the Company has established an unallocated reserve of $293,000 at March 31, 2003. The basis for the unallocated reserves is due to a number of qualitative factors, such as migration trends in the portfolio, trends in volume, the risk identification process, changes in the outlook for local and regional economic conditions and concentrations of credit.
The allowance for loan losses increased to $3.6 million at March 31, 2003 from $3.4 million at year-end 2002, an increase of 6%. The increase was due to the 4.5% growth rate in the loan portfolio during 2003. Combined criticized and classified assets at March 31, 2003 were $3.9 million compared to the $4.4 million at December 31, 2002, a decline of 10%, indicating an improvement in quality despite the continued growth of the portfolio and the increase in non-performing assets. Gross charged off loans for the year to date through March 2003 totaled $50,000, while recoveries for the period totaled $44,000, for an annualized net charge-off rate of .01% of average total loans. The net charge-off rate for the first three months of 2002 was .23%.
The allowance for loan losses represented 1.35% and 1.33% of total loans outstanding at March 31, 2003 and December 31, 2002, respectively. The determination of the allowance for loan losses rests upon Management's judgment about factors affecting loan quality, assumptions about the economy, and other factors; however, Management's judgment is based upon a number of assumptions, which are believed to be reasonable, but which may or may not prove valid. Thus, there can be no assurance that charge-offs in future periods will not exceed the allowance for loan losses or that additional increases in the allowance for loan losses will not be required. In addition, various regulatory agencies, as an integral part of their examination process, periodically, review the Company's allowance for loan losses. Such agencies may require the Company to recognize additions to the allowance based on their judgments about information available to them at the time of their examination.
11
The following table represents an analysis of the Company's allowance for loan losses including the provision for loan losses and net loan charge-offs for the three months ending March 31, 2003 and 2002.
Analysis of Allowance for Loan Losses
for the Three Months Ended March 31,
(In thousands) |
2003 |
2002 |
||
Allowance for loan losses at beginning of period |
$3,435 |
$3,234 |
||
Charge-offs: |
||||
Commercial, financial, and agricultural |
50 |
81 |
||
SBA |
- |
46 |
||
Installment loans to individuals |
- |
5 |
||
Total |
50 |
132 |
||
Recoveries: |
||||
Commercial, financial, and agricultural |
40 |
- |
||
SBA |
3 |
2 |
||
Real estate |
- |
1 |
||
Installment loans to individuals |
1 |
- |
||
Total |
44 |
3 |
||
Net charge-offs |
6 |
129 |
||
Provision for loan losses charged to income |
214 |
365 |
||
Allowance for loan losses at end of period |
$3,643 |
$3,470 |
||
|
Based on an analysis performed by management at March 31, 2003 the allowance for loan losses is considered to be adequate to cover loan losses in the portfolio as of that date. However, because of the inherent uncertainty of the assumptions we use in our loan analyses, management cannot assure that loan losses in future periods will not exceed the allowance for loan losses or that additional allocations to the allowance will not be required.
Derivative Instruments and Hedging Activities
Interest rate swap transactions generally involve the exchange of fixed and floating rate interest rate obligations without the exchange of underlying principal amounts. Entering into interest rate contracts involves not only interest rate risk, but also the risk of counterparties' failure to fulfill their legal obligation. Notional principal amounts often are used to express the volume of these transactions, but the amounts potentially subject to credit risk are much smaller.
In fourth quarter 2001, the Company entered into a fixed rate interest rate swap with a notional amount of $25 million to reduce the interest rate risk on certain of variable rate loans. The interest rate swap changed the variable-rate cash flow exposure on a portion of the loan portfolio to fixed rate cash flows. This swap is currently designated as a hedge instrument against those cash flows and, therefore, any fluctuations in fair value of the interest rate swap are recorded as an adjustment to equity and established as an asset or liability. At March 31, 2003, the fair value of the interest rate swap was a gain of $906,000. This swap matures on October 31, 2004.
12
In first quarter 2003, the Company entered into a second fixed rate interest rate swap with a notional amount of $25 million to further reduce the interest rate risk on certain of variable rate loans. Except for the fixed rate and the maturity date, the terms of the swap are consistent with the interest rate swap previously mentioned. This swap is also currently designated as a hedge instrument against those cash flows and, therefore, any fluctuations in fair value of the interest rate swap are recorded as an adjustment to stockholders' equity. At March 31, 2003, the fair value of the interest rate swap was a loss of $244,000. This swap matures on March 14, 2007.
Liquidity and Capital Adequacy
Liquidity has been stable during the first quarter of 2003 as solid deposit growth has provided adequate funding for loan expansion. At March 31, 2003, the Company's net loan to deposit ratio was 80%, flat compared to the end of 2002. Management analyzes the level of off-balance sheet assets and liabilities such as unfunded loan commitments and outstanding letters of credit as they relate to the levels of cash, cash equivalents, liquid investments, and available federal funds lines to ensure that a potential shortfall does not arise. Based on this analysis, management believes that the Company has adequate liquidity to meet short-term operational requirements.
Stockholders' equity of the Company increased $385,000 during first quarter 2003, to $32 million as a result of total net income net of dividends paid to shareholders.
The capital level of the Bank exceeds all prescribed regulatory capital guidelines. Regulations require that the most highly rated banks maintain a minimum Tier 1 leverage ratio of 3%, and require other banks to maintain a minimum Tier 1 leverage ratio of 3% plus an additional cushion of at least 1 to 2 percentage points. Tier 1 capital consists of stockholders' equity less certain intangible assets. The Bank's Tier 1 leverage ratio was 6.8% at March 31, 2003 compared to 6.9% at year-end 2002. Regulations require that the Bank maintain a minimum total risk weighted capital ratio of 8% with 50%, or 4%, of this amount made up of Tier 1 capital. Risk-weighted assets consist of balance sheet assets adjusted by risk category and off-balance sheet asset equivalents similarly adjusted. At March 31, 2003, the Bank had a risk-weighted total capital ratio of 11.0% and a Tier 1 risk-weighted capital ratio of 9.8%, slightly below year-end 2002 ratios of 11.3% and 10.2%, respectively.
Commitments and Contractual Obligations
In addition to the Company's contractual obligations such as deposits, FHLB advances and other borrowed funds, the Company has commitments to its customers under lines of credit. The total of these commitments at March 31, 2003 was approximately $28 million. The lines include conventional revolving lines of credit that consist of commercial working capital lines that renew annually. Commitments also include annually renewing international lines for letters of credit availability. There are commitments under lines of credit which are not revolving that are used by customers for specific purposes, as well as various types of consumer lines of credit. These include lines secured by mortgages on residential real estate and unsecured revolving credit lines. Although Management regularly monitors the balance of outstanding commitments to ensure funding availability should the need arise, historical records indicate that the total of outstanding commitments is a very consistent amount, and the risk of all cu stomers fully drawing on all these lines at the same time is remote.
13
The following table is a summary of the Company's commitments to extend credit, commitments under contractual leases, as well as the Company's contractual obligations, consisting of deposits, FHLB advances and borrowed funds, by contractual maturity date.
Due in 1Year |
Due in 2Years |
Due in 3Years |
Due in 4Years |
Due in 5 Years |
Due after 5Years |
||||||||
|
|||||||||||||
Demand and savings |
$ |
160,220 |
$ |
- |
$ |
- |
$ |
- |
$ |
- |
$ |
- |
|
deposits |
|||||||||||||
Time deposits |
126,102 |
23,659 |
9,321 |
3,636 |
11,807 |
70 |
|||||||
Federal Home Loan |
- |
- |
5,000 |
20,000 |
- |
- |
|||||||
bank advances |
|||||||||||||
Other borrowed funds |
25,338 |
- |
- |
- |
- |
- |
|||||||
Commitments to customers |
27,986 |
- |
- |
- |
- |
- |
|||||||
under lines of credit |
|||||||||||||
Commitments under |
902 |
934 |
927 |
722 |
559 |
604 |
|||||||
lease agreements |
|||||||||||||
$ |
340,548 |
$ |
24,593 |
$ |
15,248 |
$ |
24,358 |
$ |
12,366 |
$ |
674 |
||
14
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As of March 31, 2003, there were no substantial changes from the interest rate sensitivity analysis or the market value of portfolio equity for various changes in interest rates calculated as of December 31, 2002. The foregoing disclosures related to the market risk of the Company should be read in conjunction with the Company's audited consolidated financial statements, related notes and management's discussion and analysis of financial condition and results of operations for the year ended December 31, 2002 included in the Company's 2002 Annual report on Form 10-K.
ITEM 4. CONTROLS AND PROCEDURES
Within 90 days prior to the date of this report, the Company carried out an evaluation, under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures pursuant to Exchange Act Rule 13a-14. Based upon that evaluation, the Company's Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures are effective in timely alerting them to material information relating to the Company (including its consolidated subsidiaries) that is required to be included in the Company's periodic filings with the Securities and Exchange Commission. There have been no significant changes in the Company's internal controls or, to the Company's knowledge, in other factors that could significantly affect those internal controls subsequent to the date the Company carried out its evalu ation, and there have been no corrective actions with respect to significant deficiencies or material weaknesses.
15
PART II. - OTHER INFORMATION
ITEM 1. |
Legal Proceedings - Not Applicable |
|
ITEM 2. |
Changes in Securities and Use of Proceeds |
|
a) |
Not Applicable |
|
b) |
Not Applicable |
|
c) |
Not Applicable |
|
d) |
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) |
Exhibits |
|
Exhibit 11. 1 |
||
Statement Regarding Computation of Per Share Earnings |
||
Exhibit 99.1 |
||
Certifications of Chief Executive Officer and Chief Financial Officer |
||
b) |
Reports on Form 8-K - none |
16
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed by the undersigned, thereunto duly authorized.
SUMMIT BANK CORPORATION |
||
BY: |
/s/ Pin Pin Chau |
|
Pin Pin Chau |
||
Chief Executive Officer |
||
BY: |
/s/ Gary K. McClung |
|
Gary K. McClung |
||
Executive Vice President |
||
(Principal Financial Officer |
||
DATE: |
May 12, 2003 |
Each of the undersigned hereby certifies, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that this Quarterly Report on Form 10-Q for the quarter ended March 31, 2003 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and the information contained in such report fairly presents, in all material respects, the financial condition and results of operations of the Company.
This 12th day of May, 2003.
BY: |
/s/ Pin Pin Chau |
Pin Pin Chau |
|
Chief Executive Officer |
|
BY: |
/s/ Gary K. McClung |
Gary K. McClung |
|
Chief Financial Officer |
17
Exhibit 99.1
Certification
I, Pin Pin Chau, Chief Executive Officer of Summit Bank Corporation, certify that:
designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and
presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
Date: May 12, 2003
/s/ Pin Pin Chau |
Pin Pin Chau |
Chief Executive Officer |
18
Certification
I, Gary K. McClung, Chief Financial Officer of Summit Bank Corporation, certify that:
designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and
presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
Date: May 12, 2003
/s/ Gary K. McClung |
Gary K. McClung |
Chief Financial Officer |
19
INDEX TO EXHIBITS
Exhibit |
Page |
|
11.1 |
Statement Regarding Computation of Per Share Earnings |
21 |
99.1 |
Certifications of Chief Executive Officer and Chief Financial Officer |
18 |
20
Exhibit 11.1
Statement Regarding Computation
of Per Share Earnings
Statement Regarding Computation of |
Three months |
||||
Per Share Earnings |
2003 |
2002 |
|||
Net income |
$ |
1,030,000 |
$ |
849,000 |
|
|
|||||
Basic net income per share: |
|||||
Weighted-average shares outstanding |
3,768,429 |
3,842,942 |
|||
Net income per share |
$ |
.27 |
$ |
.22 |
|
Diluted net income per share: |
|||||
Weighted-average common shares outstanding |
|||||
and common share equivalents |
3,779,892 |
3,848,236 |
|||
Diluted net income per share |
$ |
.27 |
$ |
.22 |
|
21