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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

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 June 30, 2004

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

SUMMIT BANK CORPORATION
(Exact name of Registrant as specified in its charter)

GEORGIA

58-1722476

(State or other jurisdiction of

(IRS Employer

incorporation or organization)

Identification No.)

4360 Chamblee-Dunwoody Road

Atlanta, Georgia 30341

(Address of principal executive offices, including Zip Code)

(770) 454-0400

(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    X   

No          

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Yes _____

No    X__

 

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 August 1, 2004

Common Stock. $.0l par value

5,690,104

The Exhibit Index Appears on Page 20


PART I. FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS

SUMMIT BANK CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS

 

(Unaudited)

In thousands

June 30, 2004

 

December 31,
2003


ASSETS:

     

Cash and due from banks

$

20,066 

 

$

16,227 

Interest-bearing deposits in other banks

378 

 

261 

Federal funds sold

-- 

 

1,750 

Investment securities available for sale, at fair value

121,492 

 

111,002 

Investment securities held to maturity, at amortized cost

14,170 

 

12,475 

Other investments

2,247 

 

2,249 

Loans held for sale

12,628 

 

-- 

Loans, net of unearned income

317,122 

 

317,072 

Less:  allowance for loan losses

(4,375)

 

(4,047)


 

Net loans

312,747 

 

313,025 


Premises and equipment, net

3,857 

 

4,053 

Customers' acceptance liability

2,512 

 

1,933 

Goodwill, net

1,530 

 

1,530 

Bank owned life insurance

7,257 

 

7,041 

Other assets

6,930 

 

5,599 


 

Total assets

$

505,814 

 

$

477,145 


           

LIABILITIES AND STOCKHOLDERS' EQUITY

     

LIABILITIES:

     

Deposits:

     
 

Noninterest-bearing demand

$

81,604 

 

$

85,103 

 

Interest-bearing:

     
   

Demand

74,678 

 

61,828 

   

Savings

14,780 

 

15,138 

   

Time, $100,000 and over

133,208 

 

110,980 

   

Other time

95,414 

 

95,550 


   

Total deposits

399,684 

 

368,599 


Federal Home Loan Bank advances

25,000 

 

25,000 

Long-term debentures

12,000 

 

12,000 

Other borrowed funds

31,686 

 

34,957 

Acceptances outstanding

2,512 

 

1,933 

Other liabilities

2,880 

1,920 


   

Total liabilities

473,762 

 

444,409 


STOCKHOLDERS' EQUITY:

     

Common stock

40 

 

39 

Additional paid-in capital

17,442 

 

17,276 

Retained earnings

15,832 

 

14,357 

Accumulated other comprehensive (loss) income

(1,262)

 

1,064 


   

Total stockholders' equity

32,052 

 

32,736 


   

Total liabilities and stockholders' equity

$

505,814 

 

$

477,145 


See Accompanying Notes to Condensed Consolidated Financial Statements.

Page 2 of 24


SUMMIT BANK CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED INCOME STATEMENTS


(Unaudited)

Three months
ended June 30,

Six months
ended June 30,

Dollars in thousands, except share and per share amounts

2004

 

2003

 

2004

 

2003


Interest income

               
 

Loans, including fees

$

5,078

$

4,408

$

10,235

$

8,599

 

Interest-bearing deposits in other banks

 

1

 

2

 

2

 

4

 

Federal funds sold

 

6

15

 

12

 

20

 

Investment securities

 

665

 

778

 

1,354

 

1,613

 

Mortgage-backed securities

 

707

 

538

 

1,374

 

905


   

Total interest income

 

6,457

 

5,641

 

12,977

 

11,141


Interest expense

               
 

Time deposits, $100,000 and over

 

955

 

796

 

1,824

 

1,566

 

Other deposits

 

692

 

789

 

1,382

 

1,582

 

Federal Home Loan Bank advances

 

157

 

118

 

289

 

282

Short-term borrowings

80

36

184

110

Long-term debentures

132

--

264

--


   

Total interest expense

 

2,016

 

1,739

 

3,943

 

3,540


   

Net interest income

 

4,441

 

3,902

 

9,034

 

7,601

Provision for loan losses

 

201

 

108

 

665

 

322

   

Net interest income after provision for loan losses

4,240

 

3,794

 

8,369

 

7,279


Noninterest income

               
 

Fees for international banking services

 

298

 

300

 

584

 

597

 

SBA loan servicing fees

 

18

 

22

 

38

 

52

 

Service charge income

 

161

 

174

 

339

 

360

 

Non-sufficient funds charges

 

225

 

235

 

457

 

443

 

Increase in CSV of bank owned life insurance

 

109

 

110

 

217

 

219

Net gains on sales of investment securities available

--

3

128

3

for sale

 

Other

 

90

 

83

 

198

 

169


   

Total noninterest income

 

901

 

927

 

1,961

 

1,843


Noninterest expense

             
 

Salaries and employee benefits

 

1,752

 

1,529

 

3,426

 

3,032

 

Equipment

 

251

 

202

 

511

 

408

 

Net occupancy

 

337

 

251

 

655

 

507

 

Other operating expenses

 

950

 

1,013

 

1,916

 

1,922


   

Total noninterest expense

 

3,290

 

2,995

 

6,508

 

5,869


 

Income before income taxes

 

1,851

 

1,726

 

3,822

 

3,253


Income tax expense

 

560

 

523

 

1,210

 

1,020


 

Net income

$

1,291

$

1,203

$

2,612

$

2,233


Basic net income per common share

$

.23

$

.21

$

.46

$

.39

Diluted net income per common share and

               
 

common share equivalents

$

.23

$

.21

$

.46

$

.39


Weighted-average shares outstanding - basic

 

5,682,604

 

5,652,644

 

5,677,099

 

5,679,644

Weighted-average shares outstanding - diluted

 

5,683,700

 

5,670,429

 

5,677,693

 

5,670,096

Dividends declared per common share

$

.10

$

.087

$

.20

$

.173


See Accompanying Notes to Condensed Consolidated Financial Statements.

Page 3 of 24


SUMMIT BANK CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

         Six months ended June 30,

(Unaudited) In thousands

 

2004

 

2003


Cash flows from operating activities:

       
         

Net income

$

2,612 

$

2,233 

Adjustments to reconcile net income to net cash

       

  provided by operating activities:

       
 

Depreciation and amortization of premises and equipment

 

404 

 

250 

 

Net amortization of premiums/discounts on investment securities

 

223 

 

167 

 

Amortization of intangibles

 

71 

 

94 

Amortization of gain on termination of interest rate swap

(12)

-- 

Provision for loan losses

665 

322 

Net gains on sales of investment securities available for sale

(128)

(3)

Unrealized gain on interest rate swap

-- 

(36)

Unrecognized gain on termination of interest rate swap

121 

-- 

Increase in CSV of bank owned life insurance

(216)

(219)

Writedown on other real estate

-- 

100 

Loss on sale of other real estate

-- 

45 

 

Changes in other assets and liabilities:

       
   

Net decrease in loans held for sale

 

1,672 

 

-- 

   

Increase in other assets

 

(431)

 

(1,253)

   

Increase in other liabilities

 

731 

 

66 


 

Net cash provided by operating activities

 

5,712 

 

1,766 


Cash flows from investing activities:

       
         

Proceeds from maturities of investment securities available for sale

 

9,120 

 

19,990 

Proceeds from sales of investment securities available for sale

10,188 

250 

Principal collections on investment securities available for sale

5,579 

5,764 

Principal collections on investment securities held to maturity

 

1,010 

 

Purchases of investment securities available for sale

 

(38,652)

 

(19,841)

Purchases of investment securities held to maturity

(2,702)

-- 

Loans made to customers, net of principal collected on loans

(14,687)

(18,860)

Liquidation of other investment

-- 

Purchases of premises and equipment

 

(208)

 

(709)


 

Net cash used in investing activities

 

(30,350)

 

(13,401)


Cash flows from financing activities:

       
         

Net increase in demand and savings deposits

 

8,993 

 

14,626 

Net increase in time deposits

 

22,092 

 

17,765 

Issuance of common stock

 

167 

 

-- 

Dividends paid

 

(1,137)

 

(980)

Net increase in Federal Home Loan Bank advances

 

-- 

 

5,000 

Net increase (decrease) in federal funds purchased

 

3,600 

 

(9,500)

Net decrease in other borrowed funds

 

(6,871)

 

(11,585)


 

Net cash provided by financing activities

 

26,844 

 

15,326 


Net increase in cash and cash equivalents

 

2,206 

 

3,691 

Cash and cash equivalents at beginning of period

 

18,238 

 

16,798 


Cash and cash equivalents at end of period

$

20,444 

$

20,489 

Supplemental disclosures of cash paid during the period:

       
 

Interest

$

3,485 

$

3,537 

 

Income taxes

$

543 

$

1,351 


Supplemental disclosures of noncash investing activities:

       

Transfer of loans to loans held for sale

$

14,300  

$

--  

Transfer of loan collateral to other real estate owned

$

--  

$

697  


See Accompanying Notes to Condensed Consolidated Financial Statements.

Page 4 of 24


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 condensed 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. These consolidated financial statements should be read in conjunction with the Company's audited financial statements and the notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2003.

The condensed 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

The Company's accounting policies are 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, 2003.

3.     COMPREHENSIVE INCOME

Currently, other comprehensive income for the Company consists of items 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. The total comprehensive loss for the second quarter of 2004 was $2,525,000, compared to total comprehensive income of $1,934,000 for the second quarter of 2003. Total comprehensive income was $286,000 and $2,809,000 for the first six-month periods of 2004 and 2003, respectively,

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.

Page 5 of 24


The following table illustrates the effect on net income and earnings per share if the Company had applied the fair value recognition provisions of SFAS No. 123, Accounting for Stock-Based Compensation, to stock-based employee compensation.

 

 

 

Three Months Ended June 30,

 

Six Months Ended June 30,

   

2004

 

2004


Net income, as reported

$

1,291,000

$

2,612,000

Deduct: Total stock-based  




--

 




(17,000)

employee compensation expense
determined under fair value based
method for all stock options, net
of related tax effects

Pro forma net income

$

1,291,000

$

2,595,000


Earnings per share:

       

 

Basic - as reported

$

0.23

$

0.46

 

Basic - pro forma

$

0.23

$

0.46

         

 

Diluted - as reported

$

0.23

$

0.46

 

Diluted - pro forma

$

0.23

$

0.46


The stock options granted during the six months ended June 30, 2004 vested immediately upon grant.

             5.     RECENT ACCOUNTING PRONOUNCEMENTS

FASB Interpretation No. 46, Consolidation of Variable Interest Entities and Interpretation of ARB No. 51 (FIN 46), was issued in January 2003 and was reissued in December 2003 as FASB Interpretation No. 46 (revised December 2003) - (FIN 46R). FIN 46 and FIN 46R is applicable to all special purpose entities no later than the end of the first reporting period ending after December 15, 2003. Pursuant to both FIN 46 and FIN 46R, Summit Bank Corporation Capital Trust I (the Trust), formed on September 30, 2003, is considered a variable interest entity as its activities are so restricted and predetermined that the equity holders lack the direct or indirect ability to make decisions about the Trust's activities through voting rights or similar rights. Additionally, the common stock equity held by the Company is not considered at risk and, therefore, the common stock equity does not meet the definition of a variable interest. As the Company does not have a variable interest in the Trust, i t cannot be the primary beneficiary of the Trust and, therefore, on December 31, 2003, the Company deconsolidated the Trust.

The Emerging Issues Task Force on November 13, 2003 issued EITF Issue No. 03-1, The Meaning of Other-Than-Temporary Impairment and Its Application of Certain Investments. This new guidance is to be applied in other-than-temporary impairment evaluations performed in reporting periods beginning after June 15, 2004. Disclosures are effective in annual financial statements for fiscal years ending after December 15, 2003, for investments accounted for under FASB Statements No. 115, Accounting for Certain Investments in Debt and Equity Securities, and No. 124, Accounting for Certain Investments Held by Not-for-Profit Organizations. The disclosure requirements for all other investments are effective in annual financial statements for fiscal years ending after June 15, 2004. The Company does not expect the adoption of EITF 03-1 to have a significant impact on its consolidated financial statements.

Page 6 of 24


On March 31, 2004, the FASB issued an Exposure Draft titled Share-Based Payments, an amendment of FASB Statements No. 123 and 95, that addresses accounting for equity based compensation arrangements. The proposed statement would eliminate the ability to account for share-based compensation transactions using APB No. 25, Accounting for Stock Issued to Employees and replace some of the existing requirements under FASB Statement No. 123, Accounting for Stock-Based Compensation". The proposed statement would require that such arrangements are accounted for using the fair-value-based method of accounting and the related cost expensed over the corresponding service period. It is anticipated that the final statement will be issued in the fourth quarter of 2004 and may be effective for the first quarter of 2005. The Company provides proforma disclosures related to stock-based compensation in Note 4.

Page 7 of 24


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 risks that unanticipated changes in the interest rate environment could reduce our margins, that competition or general economic conditions could be worse than we expect, or that 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 r eason, even if new information becomes available.

Critical Accounting Estimates

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 2003 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 ranging from borrower specific problems, to industry issues, to the impact of the economic environment. The identification of these factors that lead 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 that could affect credit risk is a consideration of concentrations of credit within specific industry sectors.

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 "Allowance and Provision for Loan Losses."

Performance Overview

The Company reported net income of $1,291,000 for the second quarter of 2004, compared to $1,203,000 for the second quarter of 2003, an increase of 7%. The increase was attributed to higher interest income on loans as a result of growth in loans experienced over the past year. The resulting net earnings per share for the second quarter of 2004 were $.23, diluted, compared to $.21, diluted, for second quarter 2003, adjusted for the February 2004 stock dividend. The annualized return on average stockholders' equity for the current 2004 three-month period was 15.4% versus 15.2% for the 2003 three-month period. The book value per share was $5.64 at June 30, 2004 compared to $5.79 at December 31, 2003 and $5.84 at June 30, 2003. In the second quarters of 2004 and 2003, the Company paid a cash dividend of $.10 and $.0867 per share, respectively. The prior period amounts were restated to reflect the 50% stock dividend paid in February 2004.

For the six-month periods ended June 30, 2004 and 2003, the Company reported net earnings of $2,612,000 and $2,233,000, respectively, an increase of 17%. This improvement was also primarily attributable to stronger loan interest income from a higher level of average loan volume. Interest income increased $1.8 million, while interest expense increased $403,000, comparing the first six months of 2004 to the same period in 2003. Of this increase in interest expense, $264,000 was related to the Trust Preferred Securities issued in third quarter 2003 which provided the Bank with additional capital for further growth. This growth was primarily in the loan portfolio, thus the higher interest income this year compared to last year. Net earnings per share (diluted) for the comparable six-month periods were $.46 and $.39 for 2004 and 2003, respectively. The annualized return on average stockholders' equity for the 2004 six-month period was 15.6% versus 14.2% for the 2003 six-month period, and the return on a verage assets was flat at 1.06% to date in 2004 compared to 1.08% for the same 2003 period.

Page 8 of 24


The net interest rate margin has experienced pressure recently with declining earning asset yields. For the current quarter, the net interest margin was 3.81% compared to 4.07% in the first quarter and 4.09% in the second quarter of 2003. For the year to date, the net interest margin was 3.96% compared to 4.01% through June 30, 2003, primarily because of a shift in earning assets from loans to investment securities as loan growth began to slow down in the current quarter. The cost of total funds actually declined this year by 26 basis points from the six-month period of 2003 as time deposits repriced downward. However, the yield on earning assets declined comparably. In particular, as the ratio of investment securities to loans has increased recently, the yield on the investment securities portfolio has also declined 33 basis points comparing this year to date to last year through June. Total interest expense on the Trust Preferred Securities to date in 2004 was $264,000. Although, the increase of the Prime rate on June 30 will have a positive impact on the primarily-floating rate commercial loan portfolio, retail and wholesale CD rates have already been moving higher, which will offset some of this benefit.

The loan to deposit ratio at June 30, 2004 was 81%, down from 85% at December 31, 2003 due to some loan attrition in the past quarter. Our volume of new loan originations was $66 million in the first six months of 2004 compared to $53 million in the same period in 2003. However, during second quarter 2004 we experienced higher than usual attrition resulting from certain customers' loans that were paid off from commercial property sales. We believe the attrition rate will likely return to normal going forward.

The loan loss provision of $201,000 for the second quarter of 2004 was higher than that of second quarter 2003 since there has been a higher charge-off rate this year, as well as stronger loan growth. This is also true for the year to date loan loss provision, which was $665,000 compared to $322,000 last year through June. Additionally, loan growth, although slow in the last few months has generally been strong enough this year to warrant additional loan loss provision. Noninterest income was flat this quarter compared to the same period last year. For the year to date period through June 2004, noninterest income, at $2 million, was up from the comparable 2003 period as a result of gains on sales of investment securities totaling $128,000 pre-tax.

Noninterest expenses were $3.3 million for the current quarter, up 10%, or $300,000, over the same quarter in 2003. Of this increase, over $100,000 was attributed to costs associated with our second California branch location that opened in July 2003, including staffing, occupancy and equipment expenses. The Bank has also been strengthening its infrastructure this year by adding human resources for compliance, risk management processes, credit administration, and internal control review as mandated under Sarbanes Oxley section 404. The Bank's total personnel costs increased 15% to $1.8 million in second quarter 2004 compared to second quarter 2003. There were 126 full-time equivalent employees at June 30, 2004, an increase of eleven in the past year. Other noninterest expenses were down 6% in the second quarter 2004 compared to second quarter 2003 due to $144,000 of expenses incurred last year on other real estate owned that was the result of one foreclosed loan. Partially offsetting this decline in noninterest expenses for the quarter was higher data/item processing and marketing costs, mainly associated with the new branch location. The increase in these specific categories was $24,000 and $52,000, respectively, over second quarter 2003.

Comparing the current year to date noninterest expenses to the six-month period of 2003, personnel costs were up 13% due to additional staffing to handle organic growth. The increase in occupancy and equipment costs was attributed to the new Fremont, California location. Several areas of other noninterest expense were also up during the comparable six-month period due to the new branch. For example, data processing, marketing costs, telephone, and postage expenses all increased during this period. However, the total increase in other noninterest expense was offset by the decline in other real estate costs as described previously. Despite the increases in expenses, revenues grew at a much faster pace resulting in an improved operating efficiency ratio of 59% for the first half of 2004, down from 62% for the same period last year.

Page 9 of 24


Total assets of the Company have continued to reflect strong growth over the past year, reaching a balance of $506 million at June 30, 2004, an increase of 20% since June 30, 2003. This growth in assets has been mainly due to loan growth. Total loans were $330 million at June 30, 2004, an increase of 16% from a year ago. Although trailing twelve-month growth in the loan portfolio has been good, the net growth rate actually slowed in the second quarter. Loans increased $4.5 million in second quarter, or 1%, following $8.0 million in net growth during the first quarter of 2004. The current quarter growth was in the commercial loan portfolio, while Small Business Administration ("SBA") loans declined $2 million, also due to attrition.

As loan growth has slowed, available funds have been redeployed into the investment portfolio, which totaled $138 million at the end of the second quarter 2004, an increase of $12 million since December 31, 2003 and $8 million during the current quarter. Purchases of securities in the second quarter of 2004 consisted of mortgage-backed securities as well as several bank-qualified municipal securities. The municipal securities carry higher yields with their tax benefit characteristics and were placed in the Bank's held to maturity portfolio. There were no sales of investment securities in the second quarter.

Funding for asset growth has primarily been from deposit growth. Total deposits at June 30, 2004 were $400 million, reflecting an increase of 4% this quarter and 8% this year to date. For the trailing twelve-month period deposits have grown $50 million, or 14%. The new Fremont, California office accounted for $37 million of this growth through June 30, 2004. While demand deposits have remained stable comparing the total at June 30, 2004 to June 30, 2003 and, also, to the balance at March 31, 2004, the growth was recorded in money market accounts and time deposits. During the current quarter, money market accounts increased $6 million, providing low-cost funding for asset growth. Additionally, during that same time period, time deposits increased $7 million, largely attributed to growth in large dollar retail certificates of deposit. Other borrowed funds have increased over the past twelve months by $22 million as the Bank has entered into wholesale repurchase arrangements to take advantage of short - -term funding pricing. Comparing other borrowed funds to first quarter 2004, federal funds purchased increased to $3.6 million at June 30, 2004, while the Bank was in a net federal funds sold position at March 31, 2004. The net funding position of the Bank can vary from day to day by several million dollars.

Page 10 of 24


The following table details selected components of the Company's average balance sheet for the current period and the same period last year to illustrate the resulting change over the past year:

In thousands

Three months
ended
June 30,

%

2004

2003

Change


Total investment securities

$

136,628

$

111,604

22.42

%

Loans, net

 

322,273

 

269,898

19.41

 

Earning assets

 

466,145

 

386,661

20.56

 

Total assets

 

499,855

 

420,948

18.75

 
             

Non-interest-bearing deposits

 

83,432

 

78,081

6.85

 

Interest-bearing deposits

 

313,580

 

264,975

18.34

 

Borrowed funds

 

55,267

 

39,597

39.57

 

Total funds

 

452,279

 

382,653

18.20

 

 

 

   

Total equity

 

33,567

 

31,690

5.92

 

Asset Quality

Non-performing assets, at $705,000, were higher at the end of the second quarter 2004 than at December 31, 2003 with $392,000, although down substantially from $1.4 million at June 30, 2003. Current nonperforming assets represented .21% of total loans and other real estate, compared to $392,000, or .12%, at year-end 2003. The increase from year-end was due to the classification of four additional SBA loans to non-accrual status, so that the total of nonperforming assets consisted of eight SBA loans. Seven of these loans were fully guaranteed by the SBA and the remaining one was 75% guaranteed. These SBA loans have all defaulted and are in the process of liquidation under the SBA guarantee. Non-performing assets at December 31, 2003 consisted of five SBA loans of which 85% of the balance was guaranteed by the SBA. There were no loans past due 90 days or more as to principal or interest payments and still accruing at June 30, 2004.

Non-performing Assets

   

June 30,

      December 31,

Dollars in thousands

 

2004

 

2003


Loans on non-accrual

 

SBA guaranteed

$

674

$

392

 

Non-SBA guaranteed

 

31

 

--

Other real estate owned

 

--

 

--


Total non-performing assets

$

705

$

392


Total non-performing assets as a

       
 

percentage of total loans and other real estate

 

.21%

 

.12%

Total non-performing loans as a percentage of total loans

 

.21%

 

.12%


Page 11 of 24


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 estimate of the Company.

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, retail merchants, and strip shopping centers. At June 30, 2004, the Bank's largest concentrations are retail trade loans to convenience stores, restaurants, food stores, and liquor stores, which totaled approximately $128 million, or 277%, of capital; commercial real estate loans which totaled approximately $113 million, or 245%, of capital; and loans to service providers: financial, health, lodging and dry cleaners, which totaled approximately $39 million, or 85%, 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.

Notwithstanding the foregoing, lending to these types of businesses does involve risk, given their vulnerability to changes in economic conditions. The Company has mitigated the risk to these types of borrowers in several ways. First, a portion of these loans is supported by government guarantees obtained from the Small Business Administration. 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. Management monitors loan concentrations in given industries in relation to the Bank's equity capital and has established limits to mitigate risk.

The Bank has established a multifaceted methodology to analyze the adequacy of the allowance for loan losses. This methodology includes consideration of the Bank's credit risk rating system, historical charge-offs, loan impairment as defined by SFAS 114, loss ratios on criticized and classified loans, and finally, adjustments related to various qualitative factors that may change the risk profile of all or portions of the portfolio. The analysis is used to arrive at a recommended allowance for loan losses.

A general allowance for losses is calculated based on estimates of inherent losses which probably exist as of the evaluation date, taking into account the loans as they are impacted by the above 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. General loss percentages for the problem loans are determined based upon historical loss experience and regulatory guidelines. 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 expected 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 ba lance. Additionally, certain loans that do not meet the definition of impairment under SFAS 114 may have specifically identified risks or weaknesses management has identified that may also result in a specific allocation. In addition to these allocated reserves, the Company has established an unallocated reserve of $251,000 at June 30, 2004. The basis for the unallocated reserve 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 increase in the unallocated reserve is reflective of an increase in criticized and classified assets during the recent quarter and six-month period.

The allowance for loan losses increased to $4.4 million at June 30, 2004 from $4.0 million at year-end 2003, an increase of 8%. The increase was due to the growth in the loan portfolio during 2004. Additionally, criticized and classified assets at June 30, 2004 increased to $5.9 million from $4.2 million at December 31, 2003, an increase of 38%. The increase was primarily due to the reclassification to criticized loans of a $1.5 million conventional loan secured with real estate and a $496,000 conventional loan secured with business assets. Although the combination of criticized and classified assets has increased, since December 31, 2003, the total of classified assets, a lower grade than criticized, has declined to $2.7 million from

 

Page 12 of 24


$3.3 million as a result of several upgraded loans that showed improvement in performance. Gross charged-off loans for the current six-month period totaled $680,000, while recoveries for the period totaled $343,000, for an annualized net charge-off ratio of .21% of average total loans. The net charge-off ratio for the first six months of 2003 was .09%. The provision for loan losses increased to $665,000 in the first six months of 2004 compared to $322,000 during the same period last year. The increase was due to the growth in the loan portfolio during the current six-month period, as well as higher charge-offs and criticized/classified loans during the same period.

The allowance for loan losses represented 1.33% and 1.28% of total loans outstanding at June 30, 2004 and December 31, 2003, respectively. The increase, in addition to supporting the loan growth this quarter, was due largely to the emergence of certain problem credits. 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.

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 six months ended June 30, 2004 and 2003.

Analysis of Allowance for Loan Losses

for the Six Months Ended June 30,

 

In thousands

2004

 

2003


Allowance for loan losses at beginning of period

$4,047

 

$3,435

         

Charge-offs:

     

Commercial, financial, and agricultural

488

50

SBA

189

123

Installment

3


 

Total

680

 

173


Recoveries:

     
 

Commercial, financial, and agricultural

303

 

45

 

SBA

36

 

3

 

Installment loans to individuals

4

 

2


 

Total

343

 

50


 

Net charge-offs

337

 

123


Provision for loan losses charged to income

665

 

322


Allowance for loan losses at end of period

$4,375

 

$3,634


 

Based on an analysis performed by management at June 30, 2004 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.

Page 13 of 24


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 an interest rate swap contract with a notional amount of $25 million to reduce the interest rate risk on certain 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 accumulated other comprehensive income and established as an asset or liability. At June 30, 2004, the fair value of this interest rate swap was a gain of $258,000, and the positive spread to prime was 2.18%. This swap matures on October 31, 2004.

In first quarter 2003, the Company entered into a second interest rate swap contract with a notional amount of $25 million to further reduce the interest rate risk on certain variable rate loans. Except for the fixed rate and the maturity date, the terms of the swap were consistent with the interest rate swap previously mentioned. This swap was designated as a hedge instrument against cash flows from variable rate loans. In March 2004 the Bank terminated this swap, realizing $121,000 in gains on this transaction. The gain will be recognized as income over the remaining 36 months of the original swap term. This swap was terminated because it was determined that it had the most exposure to a potential rising rate environment whereby its spread benefit and market value could decline more quickly than the other existing swap contracts.

In second quarter 2003, the Company entered into a third interest rate swap contract with a notional amount of $25 million to further reduce the interest rate risk on certain variable rate loans. Except for the fixed rate and the maturity date, the terms of the swap are consistent with the interest rate swaps previously mentioned. This swap is also currently designated as a hedge instrument against cash flows from variable rate loans and, therefore, any fluctuations in fair value of the interest rate swap are recorded as an adjustment to accumulated other comprehensive income. At June 30, 2004, the fair value of this interest rate swap was a loss of $521,000, however, the positive spread to prime was 1.89%. This swap matures on July 31, 2008.

Liquidity and Capital Adequacy

Liquidity has been stable during the second quarter of 2004, as deposit growth provided adequate funding for loan expansion, which slowed somewhat in the second quarter. Excess funds were primarily temporarily invested in securities. At June 30, 2004, the Company's net loan to deposit ratio was 81%, down from the 85% ratio at December 31, 2003 as a result of several loan payoffs during the year that offset new loan volume while deposits continued to grow. 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.

Page 14 of 24


Stockholders' equity of the Company decreased $684,000 during the first six months of 2004 to $32.1 million, due to a decline in accumulated other comprehensive income. Other comprehensive income includes unrealized gains and losses in the investment portfolio as well as unrealized gains and losses on the existing interest rate swaps. As interest rates rise in the market, the value of these instruments, specifically the fixed rate instruments, may decline further.

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 8.2% at June 30, 2004 compared to 8.4% at year-end 2003. 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 June 30, 2004, the Bank had a risk-weighted total capital ratio of 12.0% and a Tier 1 risk-weighted capital ratio of 11.7%, a decrease from year-end 2003 ratios of 13.3% and 12.2%, respectively. The decrease was mainly du e to loan growth, strong early in the year, since these new loans primarily have higher risk-weightings than other types of assets.

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 June 30, 2004 was approximately $33.4 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 non-revolving lines of credit 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 customers f ully drawing on all these lines at the same time is remote.

The following table is a summary of the Company's commitments to extend credit and commitments under contractual leases, as well as the Company's contractual obligations, consisting of deposits, FHLB advances and borrowed funds, by contractual maturity date.

In thousands

 

Due in 1

 

Due in 2

 

Due in 3

 

Due in 4

 

Due in 5 Years

 

Due after 5

Year Years Years Years

Years


Demand and savings

$

171,062

$

-

$

-

$

-

$

-

$

-

deposits

Time deposits

 

173,310

 

22,964

 

23,142

 

7,258

 

1,873

 

75

Federal Home Loan

-

25,000

-

-

-

-

Bank advances

Other borrowed funds

 

31,686

 

-

 

-

 

-

 

-

 

-

Commitments to customers

33,418

-

-

-

-

-

under lines of credit

Commitments under

lease agreements

1,513

1,221

1,077

783

635

942

Long-term debentures

-

-

-

-

-

12,000


 

$

410,989

$

49,185

$

24,219

$

8,041

$

2,508

$

13,017


Page 15 of 24


ITEM 3.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As of June 30, 2004, 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, 2003. 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, 2003 included in the Company's 2003 Annual Report on Form 10-K.

ITEM 4.    CONTROLS AND PROCEDURES

As of the end of the period covered by 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-15. 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 ev aluation, and there have been no corrective actions with respect to significant deficiencies or material weaknesses.

Page 16 of 24


PART II.     OTHER INFORMATION

ITEM 1.

Legal Proceedings - Not Applicable

ITEM 2.

Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities

 

a)

Not Applicable

 

b)

Not Applicable

 

c)

Not Applicable

d)

Not Applicable

e)

The Company did not have a stock repurchase plan in effect and there were no

repurchases during the current period

ITEM 3.

Defaults Upon Senior Securities - Not Applicable

ITEM 4.

Submission of Matters to a Vote of Security Holders

The 2004 Annual Meeting of the Shareholders (the "Meeting") of the Company was held on April 26, 2004. Proxies were solicited prior to the meeting from shareholders of record at the close of business on March 12, 2004, for the primary purpose of electing six members to the Board of Directors.

Article Fourteen of the Company's Amended and Restated Articles of Incorporation provides that the Board of Directors shall be divided into three classes with each class to be as nearly equal in number as possible. Article Fourteen also provides that the three classes of directors are to have staggered terms, so that the terms of only approximately one-third of the Board will expire at each annual meeting of the shareholders and each director serves a three-year term. Six Class III Directors were nominated at the meeting to serve until the Annual Shareholders Meeting in 2007:

Gerald L. Allison, Jose I. Gonzalez, James S. Lai, Nack Y. Paek, Carl L. Patrick, Jr., and David Yu. All six nominees were elected.

Proxies for 90%, or 5,117,470 of the 5,688,604 outstanding common shares, were received prior to the meeting. A quorum was present by proxy. Votes were cast as follows:

Director

Votes For

Votes Withheld

 
   

Gerald L. Allison

5,117,470

--

Jose I. Gonzalez

5,104,360

13,110

James S. Lai

5,106,670

10,800

Nack Y. Paek

5,106,670

10,800

Carl L. Patrick, Jr.

5,106,670

10,800

David Yu

5,117,020

450

 
   
 

Page 17 of 24


 

The following Class I and Class II directors, whose terms did not expire at the Annual Shareholders Meeting, continued to serve as directors following the meeting: Aaron I. Alembik, Jack N. Halpern, Sion Nyen (Francis) Lai, Shih Chien (Raymond) Lo, W. Clayton Sparrow, Jr., Pin Pin Chau, Peter M. Cohen, Donald R. Harkleroad, Shafik H. Ladha, Paul C. Y. Chu, and Howard. L. Tai.

Shareholder proposals submitted for consideration at the 2005 annual meeting of shareholders must be received by the Company no later than November 26, 2004 to be included in the 2005 proxy statement. A shareholder must notify the Company before February 9, 2005 of a proposal for the 2005 annual meeting that the shareholder intends to present other than by inclusion in the Company's proxy statement. Failure to timely submit such a proposal prior to February 9, 2005 will enable the proxies appointed by management to exercise their discretionary voting authority when the proposal is raised at the annual Meeting.

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 31. 1

 

Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (the "Act")

   
 

Exhibit 31.2

 

Certification of Chief Financial Officer Pursuant to Section 302 of the Act

   
 

Exhibit 32.1

 

Certifications of Chief Executive Officer and Financial Officer Pursuant to Section 906 of the Act

   
 

b)

Reports on Form 8-K

   
 

Form 8-K filed under Item 12 on April 23, 2004, reporting earnings for the first quarter ended March 31, 2004

Page 18 of 24


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
and Principal Accounting Officer)

   

DATE:

         August 6, 2004                

Page 19 of 24


INDEX TO EXHIBITS

Exhibit

 

Page

11.1

Statement Regarding Computation of Per Share Earnings

21

31.1

Certification of Chief Executive Officer Pursuant to

22

Section 302 of the Sarbanes-Oxley Act of 2002 (the "Act")

31.2

Certification of Chief Financial Officer Pursuant to

23

Section 302 of the Act

32.1

Certifications of Chief Executive Officer and Chief Financial

24

Officer Pursuant to Section 906 of the Act

Page 20 of 24


Exhibit 11.1

Statement Regarding Computation

of Per Share Earnings

 

 

Three months
ended June 30,

Six months
ended June 30,

   

2004

 

2003

2004

2003


Net income

$

1,291,000

$

1,203,000

$

2,612,000

$

2,233,000

Basic net income per share:

         
 

Weighted-average shares outstanding

 

5,682,604

 

5,652,644

 

5,677,099

 

5,679,644

 

Net income per share

$

.23

$

.21

$

.46

$

.39

                 

Diluted net income per share:

               
 

Weighted-average common shares

               

outstanding and common share equivalents

 

5,683,700

 

5,670,429

 

5,677,693

 

5,670,096

 

Net income per share

$

.10

$

.087

$

.20

$

.173


Page 21 of 24


Exhibit 31.1

Certification of Chief Executive Officer Pursuant to

Section 302 of the Sarbanes-Oxley Act of 2002

I, Pin Pin Chau, Chief Executive Officer of Summit Bank Corporation, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Summit Bank Corporation;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of such disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

 

Date: August 6, 2004                                                                                        

/s/ Pin Pin Chau

Pin Pin Chau

Chief Executive Officer

Page 22 of 24


Exhibit 31.2

Certification of Chief Financial Officer Pursuant to

Section 302 of the Sarbanes-Oxley Act of 2002

I, Gary K. McClung, Chief Financial Officer of Summit Bank Corporation, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Summit Bank Corporation;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of such disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 6, 2004

/s/ Gary K. McClung

Gary K. McClung

Chief Financial Officer

Page 23 of 24


Exhibit 32.1

Certifications of Chief Executive Officer and Chief Financial Officer

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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 June 30, 2004 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 6th day of August, 2004.

BY:

    /s/ Pin Pin Chau                               

 

Pin Pin Chau

 

Chief Executive Officer

   

BY:

    /s/ Gary K. McClung                        

 

Gary K. McClung

 

Chief Financial Officer

Page 24 of 24