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_UNITED STATES









 



 UNITED STATES



SECURITIES AND EXCHANGE COMMISSION



Washington, D.C. 20549



Form 10-K



[X]    ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES



EXCHANGE ACT OF 1934



For the fiscal year
ended December 31, 2004





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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






Securities registered pursuant to Section 12(b) of the
Act:



None



Securities registered pursuant to Section 12(g) of
the Act:



Common Stock par value $.01



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 
 or No ____



Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein, and will not
be contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. [ X ]



Indicate by check mark whether the registrant is an
accelerated filer (as defined in Exchange Act Rule 12b-2).  Yes ___ or No
_X_



As of June 30, 2004, the aggregate market value of the
Common Stock held by persons other than directors and executive officers of the
registrant was $69,401,385, as determined by reference to the quoted purchase
price for the Common Stock on the Nasdaq National Stock Market on June 30,
2004.  The exclusion of all directors and executive officers of the
registrant for purposes of this calculation should not be construed as a
determination that any particular director or executive officer is an affiliate
of the registrant.



As of March 1, 2005, there were 5,693,104 shares of the
Registrant's Common Stock outstanding.



Documents Incorporated by Reference



Certain Part II information required by Form 10-K is
incorporated by reference from the Summit Bank Corporation Annual Report to
Shareholders as indicated below, which is included as an exhibit hereto. 
Part III information is incorporated herein by reference, pursuant to
Instruction G to Form 10-K, from Summit's Proxy Statement for its 2005 Annual
Shareholders' Meeting. 












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SUMMIT BANK CORPORATION



FORM 10-K CROSS-REFERENCE INDEX



 



 



Page Number



 



 



Form


10-K



Annual


Report



Proxy


Statement



 



 



PART 1.



 



 



 



 



Item 1.



Business



3



 



 



 



(a) Overview



3



 



 



 



(b) Banking Services



4



 



 



 



(c) Locations and Service Areas



6



 



 



 



(d) Asian-American Markets



6



 



 



 



(e) Latin-American Markets



6



 



 



 



(f) International Services Market



7



 



 



 



(g) Supervision and Regulation



7



 



 



 



(h) Employees



15



 



 



Item 2.



Properties



16



 



 



Item 3.



Legal Proceedings



18



 



 



Item 4.



Submission of Matters to a Vote of Security



 



 



 



 



Holders



18



 



 



 



 



 



 



 



PART II.



 



 



 



 



Item 5.



Market for Registrant's Common Equity



 



 



 



 



   And Related Stockholder Matters



19



 



 



Item 6.



Selected Financial Data



20



 



 



Item 7.



Management's Discussion and Analysis of



 



 



 



 



 Financial
Condition and Results of Operations



 



13



 



Item 7a.



Quantitative and Qualitative Disclosures



 



 



 



 



 About Market Risk



 



31



 



Item 8.



Financial Statements and Supplementary Data



 



34



 



Item 9.



Not Applicable



21



 



 



Item 9A.



Controls and Procedures



21



 



 



Item 9B.



Other Information



21







 



 



 



 



 



PART III.



 



 



 



 



Item 10.



Directors
and Executive Officers of the Registrant



22



 



2



Item 11.



Executive Compensation



 



 



11



Item 12.



Security Ownership of Certain Beneficial



 



 



 



 



 Owners and Management



22



 



7,17



Item 13.



Certain Relationships and Related Transactions



 



 



7



Item 14.



Principal Accounting Fees and Services



 



 



19



 



 



 



 



 



PART IV.



 



 



 



 



Item 15.



Exhibits, Financial Statement Schedules,



23



 



 



 



 



 



 



 



Signatures



 



26



 



 








 





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Cautionary Notice Regarding Forward-Looking
Statements



Various
matters discussed in this Annual Report on Form 10-K may constitute
"forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act.  Forward-looking statements may involve
known and unknown risks, uncertainties, and other factors which may cause the
actual results, performance or achievements of Summit Bank Corporation
("Summit" or the "Company") to be materially different from
the results described in such forward-looking statements.



Actual results may differ materially from the results
anticipated in forward-looking statements in our Form 10-K due to a variety of
factors including, without limitation:



•        
The effects of future economic conditions in our market areas and generally in
the United States;



•        
United States governmental and international monetary and fiscal policies;



•        
Legislative and regulatory changes;



•        
The effects of changes in interest rates on the level and composition of
deposits, loan demand, the value of loan collateral, and interest rate risks;
and



•        
The effects of competition from commercial banks, thrifts, consumer finance
companies, and other financial institutions operating in our market area and
elsewhere.



All forward-looking statements attributable to the
Company are expressly qualified in their entirety by this cautionary
notice.  The Company disclaims any intent or obligation to update these
forward-looking statements, whether as a result of new information, future
events or otherwise.



PART 1.



Item
1.         Business





Overview



Summit
Bank Corporation was organized as a Georgia corporation on October 15, 1986,
primarily to become a bank holding company by acquiring all the common stock of
The Summit National Bank (the "Bank") upon its formation.  The
Bank commenced business on March 10, 1988, and the Company's primary activity
since then has been the ownership and operation of the Bank.



The
Bank is a banking association organized under the laws of the United
States.  The Bank engages in commercial banking from its main office and
six branch offices, three of which are located in its primary service area of
northern metropolitan Atlanta, Georgia.  A fourth office, opened in 2004,
is a limited service branch office located in the south Atlanta area.  Two
additional branch offices are located in San Jose and Fremont, California.
 These offices are in ethnic communities that are very similar to part of
the Bank's Atlanta primary service area.  In the first quarter of 2005,
the Bank opened a seventh full-service branch office in northern metropolitan
Atlanta.  The Bank seeks to serve four principal markets:



•        
individuals, professionals, and small to medium-sized businesses in the Bank's
primary service areas;



•        
ethnic communities, principally Asian-Americans, European-Americans and Latin
Americans, located in the primary service areas, including businesses operated
by members of such communities;







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•        
individuals, professionals, and businesses in the primary service areas
requiring the international financial transaction services offered by the Bank;
and



•        
foreign corporations and individuals requiring specialized banking services
(international private banking) in the Atlanta and San Jose metropolitan areas.



Management
believes the identified markets continue to provide significant growth
opportunities for the Bank. The Bank offers these markets a variety of
traditional and specialized banking services, and emphasizes personal service,
cultural sensitivity and accessibility of management.





Banking
Services



The
Bank offers the full range of deposit services typically offered by most banks
and other financial institutions, including checking accounts, NOW accounts,
savings accounts and other time deposits of various types, ranging from daily
money market accounts to longer-term certificates of deposits.  The Bank
tailors its transaction accounts and time certificates to the principal market
areas at rates competitive to those offered in the area.  In addition,
retirement accounts such as Individual Retirement Accounts ("IRAs")
are available.  The Bank solicits accounts from individuals, businesses,
associations, and government entities.  All depositors are insured by the
Federal Deposit Insurance Corporation (the "FDIC") up to the maximum
amount ($100,000 per depositor).  





There
are certain risks in making all loans.  A principal economic risk in
making loans is the creditworthiness of the borrower.  Other risks in
making loans include the period of time over which loans may be repaid, changes
in economic and industry conditions, circumstances unique to individual
borrowers, and uncertainties about the future value of any collateral.  The
Bank's management maintains an allowance for loan losses based on, among other
things, an evaluation of economic conditions and other lending risks, and its
regular reviews of delinquencies and loan portfolio quality.





The
Bank offers a full range of short to medium-term commercial and personal
loans.  Commercial loans include both secured and unsecured loans for
working capital (including inventory and receivables), business expansion
(including acquisition of real estate and improvements), and purchase of equipment
and machinery.  The Bank offers government guaranteed loans under the
Small Business Administration ("SBA") loan program.  After
originating a guaranteed loan, the Bank may sell the guaranteed portion
(approximately 75%) resulting in a gain on the sale of the portion of the loan
sold.  In addition, the Bank retains the servicing rights to these loans,
which generate servicing income on the portion sold.  Personal (or
consumer) loans include secured and unsecured loans for financing automobiles,
home improvements, education, and personal investments.





In
addition to deposit and loan services, the Bank's other domestic services
include 24-hour multi-lingual telephone banking, Internet banking, cash
management services, investment sweep accounts, safe deposit boxes, travelers
checks, direct deposit of payroll and social security checks, as well as
automatic drafts for various accounts. The Bank is a member of the STAR, CIRRUS
and EXCHANGE ATM networks.  These ATM networks are used by Bank customers
in major cities throughout Georgia and California and in various other cities
in the United States and worldwide.  The ATM located at the Asian Banking
Center branch location also offers multi-lingual screens for Asian-speaking
patrons.  The Bank offers both VISA and MasterCard credit cards to its
customers through a third party vendor.







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The
Bank's international banking services include inbound and outbound
international funds transfers, foreign collections, and import and export
letters of credit.  The Bank also issues bankers acceptances.  The
Bank issues drafts or bills of exchange to facilitate international trade and
funds are available only after the Bank completes a diligent credit review
process.  In addition, the Bank offers private banking services to
qualified foreign individuals and corporations establishing business operations
in Atlanta.  These specialized private banking services include bill
paying, statement and mail holding, currency exchange, international funds
transfers and personal lines of credit (including credit card services).





In
addition, the Bank's private banking group assists executives living in the
United States with personal banking services that support international
business objectives.  These services include introductions to
correspondent financial services as well as to the Company's general business
contacts in international trade markets.  The Bank does not offer personal
or corporate trust services (other than retirement custodial services for IRAs
and similar plans).







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Locations
and Service Areas



One
of the Bank's two primary service areas covers a section of North Metropolitan
Atlanta, Georgia including portions of DeKalb, Fulton, Cobb, and
Gwinnett Counties.  This area includes the city of Chamblee, portions of
the cities of Doraville and Norcross, the DeKalb-Peachtree Airport, the
Northlake and Perimeter Malls in DeKalb County, Cumberland and Town Center
Malls in Cobb County, the Perimeter Business Park and the Peachtree Corners area
including Technology Park, and portions of the city of Duluth, Gwinnett
County.  This area is crossed by major thoroughfares such as Interstate 85
to the East, Georgia 400 to the West, Georgia Highway 140 to the North and
Clairmont Road to the South.  The Bank also has a deposit processing
center located near the Hartsfield-Jackson International Airport for the purpose
of serving the needs of its customers located near the airport. A second
primary service area covers portions of San Jose and Fremont, California. 
These markets are located in the south San Francisco bay area and are crossed
by the major thoroughfares of Highway 101 and Interstates 880, 680, and
280.  See "Item 2 - Properties."






Asian-American Markets



One
of the Bank's principal target markets is the Atlanta Asian-American
population, including members of the Korean, Chinese, Japanese, Indian, and
Southeast Asian communities.  The 2000 United States census indicated that
the Atlanta Asian-American population exceeded 170,000 people, with the
majority of this population located in north metropolitan Atlanta, including
parts of DeKalb, Fulton, and Cobb counties.  The South San Francisco
market consists largely of Asian-American and Latin-American individuals and
businesses.





Management
believes the locations of Bank's main office and Atlanta branch offices are
convenient to a large number of Asian-Americans.  At year-end 2004,
approximately 60% of the Bank's Atlanta customers were Asian-American. 
Vietnamese and Latin-American individuals comprise the majority of the Bank's
San Jose branch and Fremont branch customer bases also.





Management
believes that the Asian-American community has a high savings rate, low
unemployment, and a commitment to economic advancement through education and hard
work.  This culture lends itself very well to opportunities for the Bank
to serve this community's small owner-operated businesses.  In addition, a
significant percentage of Asian-Americans in the Bank's market are first
generation U.S. immigrants who may be constrained in their current use of
banking services at other financial institutions by language and other cultural
barriers.





Latin-American
Markets



The
Bank targets the growing Latin-American market in Atlanta which is largely
located in Northern DeKalb County and Southern Gwinnett County.  The
Bank's Peachtree Corners office is located in this area. The population of
Latin-Americans in Atlanta grew over 400% during the decade prior to the 2000
census.





The
Bank has employed, and will continue to employ, personnel with additional
language skills and first-hand knowledge of the communities to be served. 
Management believes that language ability and cultural sensitivity, combined
with accessibility to senior management, enhances the Bank's competitive
position in its market.







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International
Services Market



Management
believes that a growing number of domestic businesses in the metropolitan areas
served by the Bank (and, in particular, a growing number of small- to
medium-sized businesses) require its international banking services. 
While a number of the large financial institutions operating in the Bank's
markets offer such services, they are typically offered from international
banking departments located in downtown office facilities or from an
out-of-state location.  Frequently, personnel in the branch facilities of
these larger institutions generally are not trained to address these
specialized needs.  Management believes that the Bank has penetrated, and
will be able to further penetrate, this market by providing businesses with
convenient access to personnel specially trained to provide international
services.





The
Bank does not engage in off-shore buyer financing or cross border
lending.  Occasionally, the Bank discounts short-term letters of credit
drafts for selected correspondent banks under approved facilities. Management
believes that the commercial and political risks of these activities are
acceptable based on our assessment of available information on the
correspondent banks and the respective countries.  As of December 31,
2004, there was $522,000 outstanding under such facilities.





In
addition to domestic businesses requiring international banking services,
management believes that a growing number of foreign businesses in Atlanta and
San Jose, along with their executives and employees, frequently require the
international banking services provided by the Bank.  Foreign nationals
doing business in the United States are often unfamiliar with U.S. banking
practices.  The Bank has personnel with the language and cultural skills
suited to serve this clientele.  Management further believes the
international banking experience of managers of the Bank, along with the
contacts of the directors of the Company and the Bank in the international and
domestic business communities, enhances the Bank's ability to compete in this
target market.



Supervision and Regulation



Both the Company and the Bank are subject to
extensive state and federal banking regulations that impose restrictions on and
provide for general regulatory oversight of their operations.  These laws
generally are intended to protect depositors and not shareholders.  The
following discussion describes the material elements of the regulatory
framework that applies to us.



The Company



Since
the Company owns all of the capital stock of the Bank, it is a bank holding
company under the federal Bank Holding Company Act of 1956.  As a result,
the Company is primarily subject to the supervision, examination, and reporting
requirements of the Bank Holding Company Act and the regulations of the Board
of Governors of the Federal Reserve System (the "Federal Reserve").





Acquisitions
of Banks.
 The Bank Holding Company Act requires every bank holding
company to obtain the Federal Reserve's prior approval before:



•         
acquiring direct or indirect ownership or control of any voting shares of any
bank if, after the acquisition, the bank holding company will directly or
indirectly own or control more than 5% of the bank's voting shares;



•         
acquiring all or substantially all of the assets of any bank; or



•         
merging or consolidating with any other bank holding company.







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Additionally,
the Bank Holding Company Act provides that the Federal Reserve may not approve any
of these transactions if it would result in or tend to create a monopoly or,
substantially lessen competition or otherwise function as a restraint of trade,
unless the anti-competitive effects of the proposed transaction are clearly
outweighed by the public interest in meeting the convenience and needs of the
community to be served.  The Federal Reserve is also required to consider
the financial and managerial resources and future prospects of the bank holding
companies and banks concerned and the convenience and needs of the community to
be served.  The Federal Reserve's consideration of financial resources
generally focuses on capital adequacy, which is discussed below.





Under
the Bank Holding Company Act, if adequately capitalized and adequately managed,
the Company or any other bank holding company located in Georgia may purchase a
bank located outside of Georgia.  Conversely, an adequately capitalized
and adequately managed bank holding company located outside of Georgia may
purchase a bank located inside Georgia.  In each case, however,
restrictions may be placed on the acquisition of a bank that has only been in
existence for a limited amount of time or will result in specified
concentrations of deposits. 



Change in Bank
Control. 
Subject to various exceptions, the Bank Holding Company Act
and the Change in Bank Control Act, together with related regulations, require
Federal Reserve approval prior to any person or company acquiring
"control" of a bank holding company.  Control is conclusively
presumed to exist if an individual or company acquires 25% or more of any class
of voting securities of the bank holding company.  Control is refutably
presumed to exist if a person or company acquires 10% or more, but less than
25%, of any class of voting securities and either:



•         
the bank holding company has registered securities under Section 12 of the
Securities Act of 1934; or



•         
no other person owns a greater percentage of that class of voting securities
immediately after the transaction.



Our common stock is registered under the Securities
Exchange Act of 1934.  The regulations provide a procedure for challenging
any rebuttable presumption of control.



Permitted Activities.  A bank holding company
is generally permitted under the Bank Holding Company Act, to engage in or
acquire direct or indirect control of more than 5% of the voting shares of any
company engaged in the following activities:



•         
Banking or managing or controlling banks; and



•         
Any activity that the Federal Reserve determines to be so closely related to
banking as to be a  proper incident to the business of banking.



Activities that the Federal Reserve has found to be so
closely related to banking as to be a proper incident to the business of
banking include:



•         
Factoring accounts receivable;



•         
Making, acquiring, brokering or servicing loans and usual related activities;



•         
Leasing personal or real property;



•         
Operating a non-bank depository institution, such as a savings association;



•         
Trust company functions;



•         
Financial and investment advisory activities;



•         
Conducting discount securities brokerage activities;







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•         
Underwriting and dealing in government obligations and money market instruments;



•         
Providing specified management consulting and counseling activities;



•         
Performing selected data processing services and support services;



•         
Acting as agent or broker in selling credit life insurance and other types of
insurance in connection with credit transactions; and



•         
Performing selected insurance underwriting activities.



Despite prior approval, the Federal Reserve may order a
bank holding company or its subsidiaries to terminate any of these activities
or to terminate its ownership or control of any subsidiary when it has
reasonable cause to believe that the bank holding company's continued
ownership, activity or control constitutes a serious risk to the financial
safety, soundness, or stability of it or any of its bank subsidiaries.



In addition to the permissible bank holding company
activities listed above, a bank holding company may qualify and elect to become
a financial holding company, permitting the bank holding company to engage in
additional activities that are financial in nature or incidental or
complementary to financial activity.  The Bank Holding Company Act
expressly lists the following activities as financial in nature:



•         
Lending, trust and other banking activities;



•         
Insuring, guaranteeing, or indemnifying against loss or harm, or providing and
issuing annuities, and acting as principal, agent, or broker for these
purposes, in any state;



•         
Providing financial, investment, or advisory services;



•         
Issuing or selling instruments representing interests in pools of assets
permissible for a bank to hold directly;



•         
Underwriting, dealing in or making a market in securities;



•         
Other activities that the Federal Reserve may determine to be so closely
related to banking or managing or controlling banks as to be a proper incident
to managing or controlling banks;



•         
Foreign activities permitted outside of the United States if the Federal
Reserve has determined them to be usual in connection with banking operations
abroad;



•         
Merchant banking through securities or insurance affiliates; and



•         
Insurance company portfolio investments.



To qualify to become a financial holding company, the Bank
and any other depository institution subsidiary of the Company must be well
capitalized and well managed and must have a Community Reinvestment Act rating
of at least "satisfactory."  Additionally, the Company must file
an election with the Federal Reserve to become a financial holding company and
must provide the Federal Reserve with 30 days' written notice prior to engaging
in a permitted financial activity. While the Company meets the qualification
standards applicable to financial holding companies, the Company has not
elected to become a financial holding company at this time.







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Support
of Subsidiary Institutions.
  Under Federal Reserve policy, the Company
is expected to act as a source of financial strength for the Bank and to commit
resources to support the Bank.  This support may be required at times
when, without this Federal Reserve policy, the Company might not be inclined to
provide it.  In addition, any capital loans made by the Company to the
Bank will be repaid only after its deposits and various other obligations are
repaid in full.  In the unlikely event of the Company's bankruptcy, any
commitment by it to a federal bank regulatory agency to maintain the capital of
the Bank will be assumed by the bankruptcy trustee and entitled to a priority
of payment.



The Bank



Because
the Bank is chartered as a national bank, it is primarily subject to the
supervision, examination and reporting requirements of the National Bank Act
and the regulations of the Office of the Comptroller of the Currency.  The
Office of the Comptroller of the Currency regularly examines the Bank's
operations and has the authority to approve or disapprove mergers, the
establishment of branches and similar corporate actions.  The Office of
the Comptroller of the Currency also has the power to prevent the continuance
or development of unsafe or unsound banking practices or other violations of
law.   Additionally, the Bank's deposits are insured by the FDIC to
the maximum extent provided by law.  The Bank is also subject to numerous
state and federal statutes and regulations that affect its business, activities
and operations. 



Branching.  National banks are required by the
National Bank Act to adhere to branching laws applicable to state banks in the
states in which they are located.  Under current Georgia law, the Bank may
open branch offices throughout Georgia with the prior approval of the Office of
the Comptroller of the Currency.  In addition, with prior regulatory
approval, the Bank may acquire branches of existing banks located in Georgia. 
The Bank and any other national or state-chartered bank generally may branch
across state lines by merging with banks in other states if allowed by the laws
of the applicable states (the foreign state). 



Under
the Federal Deposit Insurance Act, states may "opt-in" and allow
out-of-state banks to branch into their state by establishing a new start-up
branch in the state.  Currently, Georgia has not opted-in to this
provision.  Therefore, interstate merger is the only method through which
a bank located outside of Georgia may branch into Georgia.  This provides
a limited barrier of entry into the Georgia banking market, which protects us
from an important segment of potential competition.  However, because
Georgia has elected not to opt-in, our ability to establish a new start-up
branch in another state may be limited.  Many states that have elected to
opt-in have done so on a reciprocal basis, meaning that an out-of-state bank
may establish a new start-up branch only if their home state has also elected
to opt-in.  Consequently, until Georgia changes its election, the only way
we will be able to branch into states that have elected to opt-in on a
reciprocal basis will be through interstate merger.



Prompt
Corrective Action. 
The Federal Deposit Insurance Corporation Improvement
Act of 1991 establishes a system of prompt corrective action to resolve the
problems of undercapitalized financial institutions.  Under this system,
the federal banking regulators have established five capital categories (well
capitalized, adequately capitalized, undercapitalized, significantly
undercapitalized and critically undercapitalized) in which all institutions are
placed.  Federal banking regulators are required to take various mandatory
supervisory actions and are authorized to take other discretionary actions with
respect to institutions in the three undercapitalized categories.  The
severity of the action depends upon the capital category in which the
institution is placed.  Generally, subject to a narrow exception, the banking
regulator must appoint a receiver or conservator for an institution that is
critically undercapitalized.  The federal banking agencies have specified
by regulation the relevant capital level for each category.







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An
institution that is categorized as undercapitalized, significantly
undercapitalized, or critically undercapitalized is required to submit an
acceptable capital restoration plan to its appropriate federal banking
agency.  A bank holding company must guarantee that a subsidiary
depository institution meets its capital restoration plan, subject to various
limitations.  The controlling holding company's obligation to fund a
capital restoration plan is limited to the lesser of 5% of an undercapitalized
subsidiary's assets at the time it became undercapitalized or the amount
required to meet regulatory capital requirements.  An undercapitalized
institution is also generally prohibited from increasing its average total
assets, making acquisitions, establishing any branches or engaging in any new
line of business, except under an accepted capital restoration plan or with
FDIC approval.  The regulations also establish procedures for downgrading
an institution to a lower capital category based on supervisory factors other
than capital. 





FDIC
Insurance Assessments.
 The FDIC has adopted a risk-based assessment
system for insured depository institutions that takes into account the risks
attributable to different categories and concentrations of assets and
liabilities.  The system assigns an institution to one of three capital
categories: (1) well capitalized; (2) adequately capitalized; and (3)
undercapitalized.  These three categories are substantially similar to the
prompt corrective action categories described above, with the
"undercapitalized" category including institutions that are
undercapitalized, significantly undercapitalized, and critically
undercapitalized for prompt corrective action purposes.  The FDIC also
assigns an institution to one of three supervisory subgroups based on a
supervisory evaluation that the institution's primary federal regulator
provides to the FDIC and information that the FDIC determines to be relevant to
the institution's financial condition and the risk posed to the deposit
insurance funds.  Assessments range from 0 to 27 cents per $100 of
deposits, depending on the institution's capital group and supervisory
subgroup.  In addition, the FDIC imposes assessments to help pay off the
$780 million in annual interest payments on the $8 billion Financing
Corporation bonds issued in the late 1980s as part of the government rescue of
the thrift industry.  This assessment rate is adjusted quarterly and is
set at 1.44 cents per $100 of deposits for the first quarter of 2005.





The
FDIC may terminate its insurance of deposits if it finds that the institution
has engaged in unsafe and unsound practices, is in an unsafe or unsound
condition to continue operations, or has violated any applicable law,
regulation, rule, order, or condition imposed by the FDIC.





Community
Reinvestment Act.
  The Community Reinvestment Act requires that, in
connection with examinations of financial institutions within their respective
jurisdictions, the Federal Reserve, the FDIC, or the Office of the Comptroller
of the Currency, shall evaluate the record of each financial institution in
meeting the credit needs of its local community, including low and
moderate-income neighborhoods.  These facts are also considered in
evaluating mergers, acquisitions, and applications to open a branch or
facility.  Failure to adequately meet these criteria could impose
additional requirements and limitations on the Bank.  Additionally, we
must publicly disclose the terms of various Community Reinvestment Act-related
agreements.





Other
Regulations.
  Interest and other charges collected or contracted for
by the Bank are subject to state usury laws and federal laws concerning
interest rates.  For example, under the Soldiers' and Sailors' Civil
Relief Act of 1940, a lender is generally prohibited from charging an annual
interest rate in excess of 6% on any obligation for which the borrower is a
person on active duty with the United States military.   





The
Bank's loan operations are also subject to federal laws applicable to credit
transactions, such as the:





•         
Federal Truth-In-Lending Act, governing disclosures of credit terms to consumer
borrowers;



•         
Home Mortgage Disclosure Act of  1975, requiring financial institutions to
provide information to enable the public and public officials to determine
whether a financial institution is fulfilling its obligation to help meet the
housing needs of the community it serves;



•         
Equal Credit Opportunity Act, prohibiting discrimination on the basis of race,
creed or other prohibited factors in extending credit;



•         
Fair Credit Reporting Act of 1978, governing the use and provision of
information to credit reporting agencies;







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•         
Fair Debt Collection Act, governing the manner in which consumer debts may be
collected by collection agencies;



•         
Soldiers' and Sailors' Civil Relief Act of 1940, governing the repayment terms
of, and property rights underlying, secured obligations of persons in military
service; and



•         
the rules and regulations of the various federal agencies charged with the
responsibility of implementing these federal laws.   



The deposit operations of the Bank are subject to:



•         
The Right to Financial Privacy Act, which imposes a duty to maintain
confidentiality of consumer financial records and prescribes procedures for
complying with administrative subpoenas of financial records; and



•         
The Electronic Funds Transfer Act and Regulation E issued by the Federal
Reserve to implement that act, which govern automatic deposits to and
withdrawals from deposit accounts and customers' rights and liabilities arising
from the use of automated teller machines and other electronic banking
services.



Capital Adequacy



The Company and the Bank
are required to comply with the capital adequacy standards established by the
Federal Reserve, in the case of the Company, and the Office of the Comptroller
of the Currency, in the case of the Bank.  The Federal Reserve has
established a risk-based and a leverage measure of capital adequacy for bank holding
companies.  The Bank is also subject to risk-based and leveraged capital
requirements adopted by the Office of the Comptroller of the Currency, which
are substantially similar to those adopted by the Federal Reserve for bank
holding companies.




The
risk-based capital standards are designed to make regulatory capital
requirements more sensitive to differences in risk profiles among banks and
bank holding companies, to account for off-balance-sheet exposure, and to
minimize disincentives for holding liquid assets.  Assets and
off-balance-sheet items, such as letters of credit and unfunded loan
commitments, are assigned to broad risk categories, each with appropriate risk
weights.  The resulting capital ratios represent capital as a percentage
of total risk-weighted assets and off-balance-sheet items.





The
minimum guideline for the ratio of total capital to risk-weighted assets is
8%.  Total capital consists of two components, Tier 1 Capital and Tier 2
Capital.  Tier 1 Capital generally consists of common stock, minority
interests in the equity accounts of consolidated subsidiaries, noncumulative
perpetual preferred stock, and a limited amount of qualifying cumulative
perpetual preferred stock, less goodwill and other specified intangible
assets.  Tier 1 Capital must equal at least 4% of risk-weighted
assets.  Tier 2 Capital generally consists of subordinated debt, other
preferred stock, and a limited amount of loan loss reserves.  The total
amount of Tier 2 Capital is limited to 100% of Tier 1 Capital.  At December
31, 2004, our ratio of total capital to risk-weighted assets was 13.9% and our
ratio of Tier 1 Capital to risk-weighted assets was 12.4%.







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In
addition, the Federal Reserve has established minimum leverage ratio guidelines
for bank holding companies.  These guidelines provide for a minimum ratio
of Tier 1 Capital to average assets, less goodwill and other specified
intangible assets, of 3% for bank holding companies that meet specified
criteria, including having the highest regulatory rating and implementing the
Federal Reserve's risk-based capital measure for market risk.  All other
bank holding companies generally are required to maintain a leverage ratio of
at least 4%.  At December 31, 2004, our leverage ratio was 8.8%.  The
guidelines also provide that bank holding companies experiencing internal
growth or making acquisitions will be expected to maintain strong capital
positions substantially above the minimum supervisory levels without reliance
on intangible assets.  The Federal Reserve considers the leverage ratio
and other indicators of capital strength in evaluating proposals for expansion
or new activities.





Failure
to meet capital guidelines could subject a bank or bank holding company to a
variety of enforcement remedies, including issuance of a capital directive, the
termination of deposit insurance by the FDIC, a prohibition on accepting
brokered deposits, and certain other restrictions on its business.  As
described above, significant additional restrictions can be imposed on
FDIC-insured depository institutions that fail to meet applicable capital
requirements.  See "--The Bank--Prompt Corrective Action."



Payment of Dividends



The Company is a legal
entity separate and distinct from the Bank.  The principal sources of the
Company's cash flow, including cash flow to pay dividends to its shareholders,
are dividends that the Bank pays to its sole shareholder, the Company. 
Statutory and regulatory limitations apply to the Bank's payment of dividends
to the Company as well as to the Company's payment of dividends to its
shareholders.



The
Bank is required by federal law to obtain prior approval of the Office of the
Comptroller of the Currency for payments of dividends if the total of all
dividends declared by our board of directors in any year will exceed
(1) the total of the Bank's net profits for that year, plus (2) the
Bank's retained net profits of the preceding two years, less any required
transfers to surplus.  The Bank paid $2.8 million in cash dividends to the
Company in 2004. 





The
payment of dividends by the Company and the Bank may also be affected by other
factors, such as the requirement to maintain adequate capital above regulatory
guidelines.  If, in the opinion of the Office of the Comptroller of the
Currency, the Bank were engaged in or about to engage in an unsafe or unsound
practice, the Office of the Comptroller of the Currency could require, after
notice and a hearing, that the Bank stop or refrain engaging in the
practice.  The federal banking agencies have indicated that paying
dividends that deplete a depository institution's capital base to an inadequate
level would be an unsafe and unsound banking practice.  Under the Federal
Deposit Insurance Corporation Improvement Act of 1991, a depository institution
may not pay any dividend if payment would cause it to become undercapitalized
or if it already is undercapitalized.  Moreover, the federal agencies have
issued policy statements that provide that bank holding companies and insured
banks should generally only pay dividends out of current operating
earnings.  See "--The Bank--Prompt Corrective Action" above.



Restrictions on Transactions with Affiliates



 The Company and the Bank are subject to
the provisions of Section 23A of the Federal Reserve Act.  Section 23A
places limits on the amount of:





•         
a bank's loans or extensions of credit to affiliates;



•         
a bank's investment in affiliates;



•         
assets a bank may purchase from affiliates, except for real and personal
property exempted by the Federal Reserve;



•         
loans or extensions of credit to third parties collateralized by the securities
or obligations of affiliates; and



•         
a bank's guarantee, acceptance or letter of credit issued on behalf of an
affiliate.







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The
total amount of the above transactions is limited in amount, as to any one
affiliate, to 10% of a bank's capital and surplus and, as to all affiliates
combined, to 20% of a bank's capital and surplus.  In addition to the
limitation on the amount of these transactions, each of the above transactions
must also meet specified collateral requirements.  The Bank must also
comply with other provisions designed to avoid the taking of low-quality
assets.





The
Company and the Bank are also subject to the provisions of Section 23B of the
Federal Reserve Act which, among other things, prohibit an institution from
engaging in the above transactions with affiliates unless the transactions are
on terms substantially the same, or at least as favorable to the institution or
its subsidiaries, as those prevailing at the time for comparable transactions
with nonaffiliated companies. 





The
Bank is also subject to restrictions on extensions of credit to its executive
officers, directors, principal shareholders and their related interests. 
These extensions of credit (1) must be made on substantially the same
terms, including interest rates and collateral, as those prevailing at the time
for comparable transactions with third parties, and (2) must not involve
more than the normal risk of repayment or present other unfavorable features.



Privacy



Financial institutions are required to disclose
their policies for collecting and protecting confidential information. 
Customers generally may prevent financial institutions from sharing nonpublic
personal financial information with nonaffiliated third parties except under
narrow circumstances, such as the processing of transactions requested by the
consumer or when the financial institution is jointly sponsoring a product or
service with a nonaffiliated third party.  Additionally, financial
institutions generally may not disclose consumer account numbers to any
nonaffiliated third party for use in telemarketing, direct mail marketing or other
marketing to consumers.



Consumer Credit Reporting



On December 4, 2003, the President signed the Fair
and Accurate Credit Transactions Act (the "FAIR Act"), amending the
federal Fair Credit Reporting Act (the "FCRA").  Most of the
amendments to the FCRA (the "FCRA Amendments") became effective in
2004.  The FCRA Amendments include, among other things:



•         
new requirements for financial institutions to develop policies and procedures
to identify potential identity theft and, upon the request of a consumer, place
a fraud alert in the consumer's credit file stating that the consumer may be
the victim of identity theft or other fraud;



•         
consumer notice requirements for lenders that use consumer report information
in connection with risk-based credit pricing programs;



•         
for entities that furnish information to consumer reporting agencies (which
would include the Bank), new requirements to implement procedures and policies
regarding the accuracy and integrity of the furnished information, and
regarding the correction of previously furnished information that is later
determined to be inaccurate; and



•         
a new requirement for mortgage lenders to disclose credit scores to consumers.



The FCRA Amendments also prohibit a business that receives
consumer information from an affiliate from using that information for
marketing purposes unless the consumer is first provided a notice and an
opportunity to direct the business not to use the information for such
marketing purposes, subject to certain exceptions. The Company and its affected
subsidiaries will have implement policies and procedures to comply with the new
rules.







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Anti-Terrorism Legislation



The Bank is subject to the Uniting and Strengthening
America by Providing Appropriate Tools Required to Intercept and Obstruct
Terrorism Act (the "USA PATRIOT Act"), the Bank Secrecy Act, and
rules and regulations of the Office of Foreign Assets Control (the
"OFAC").  8These statutes and related rules and regulations
impose requirements and limitations on specified financial transactions and
account relationships, intended to guard against money laundering and terrorism
financing.  The Bank has established a customer identification program
pursuant to Section 326 of the USA PATRIOT Act and the Bank Secrecy Act, and
otherwise has implemented policies and procedures and policies to comply with
the foregoing rules.



Proposed Legislation and Regulatory Action



 New
regulations and statutes are regularly proposed that contain wide-ranging
proposals for altering the structures, regulations and competitive
relationships of financial institutions operating and doing business in the
United States.  We cannot predict whether or in what form any proposed
regulation or statute will be adopted or the extent to which our business may
be affected by any new regulation or statute.



Effect of Governmental Monetary Polices 



Our
earnings are affected by domestic economic conditions and the monetary and
fiscal policies of the United States government and its agencies.  The
Federal Reserve Bank's monetary policies have had, and are likely to continue
to have, an important impact on the operating results of commercial banks
through its power to implement national monetary policy in order, among other
things, to curb inflation or combat a recession.  The monetary policies of
the Federal Reserve affect the levels of bank loans, investments and deposits
through its control over the issuance of United States government securities,
its regulation of the discount rate applicable to member banks and its
influence over reserve requirements to which member banks are subject.  We
cannot predict the nature or impact of future changes in monetary and fiscal
policies.





style='mso-bidi-font-weight:normal'>Employees



As
of March 1, 2005, the Company and the Bank had 132 full-time equivalent
employees.  Management anticipates additional hiring in 2005 only for
normal organic growth.  The employees are not part of any collective
bargaining agreement and employee relations with the Company are considered
good.







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Item
2.  Properties



Main Office



The
Bank's main office is at 4360 Chamblee-Dunwoody Road, Atlanta, DeKalb County,
Georgia, on the ground floor of a five-story, 100,000 square foot, office
building near the intersection of Interstate 285 and Chamblee-Dunwoody
Road.  The Bank has a lease for 8,941 square feet on the main floor of the
building and an additional 14,534 square feet on the third floor.  The
lease for the first floor premises, which began on January 1, 2001, provides
base rental of $17.50 per square foot per year.  The lease provides for
escalations through its expiration on December 31, 2010.  The third floor
lease provides base rental of $17.50 per square foot per year on 10,462 square
feet and $19.00-$25.00 per square foot per year on the remaining square
feet.  The lease for the third floor premises expires on December 31,
2007.  The first floor space, which includes the main branch, has six
teller stations, two customer service stations, the small business lending
department, the loan operations department, offices for loan officers, and the
main conference room.  The Bank has an ATM attached to the building. 
The third floor space houses the international department, the operations and
check processing departments, as well as other bank administration offices.





Asian
Banking Center



The
Bank owns an office building containing 18,000 square feet of space located on
2.77 acres of land in Atlanta's Asian-American business district on Shallowford
Road near Buford Highway.  The address is 3490 Shallowford Road, Atlanta,
Georgia.  The Bank currently utilizes 6,000 square feet of first floor
space in the building for a branch office. Additionally a Bank lending group
occupies 1,838 square feet on the second floor.  The Bank has leased
approximately 9,000 square feet, including common areas, to other tenants which
leases provide base rental rates from $15.75 to $17.67 per square foot per
annum.  The branch office has six teller stations, five customer service
stations, and five offices for lending officers and management.  In
addition, the Bank has installed a drive-through ATM and drive-through teller
window.





Vinings



The
Bank's branch office in the Vinings area of Cobb County is located at One Paces
West, Suite 150, 2727 Paces Ferry Road, N.W., Atlanta, Georgia.  The
office building has 246,515 square feet of leasable space near the intersection
of Interstate 285 and Paces Ferry Road.  The Vinings branch office
contains 5,266 square feet of space, which the Bank has leased at a base rate
of $21.25 per square foot per annum.  This space consists of four teller
stations, two drive-in windows, four customer service stations, six offices
for management and lending officers and a conference room.  The Bank also
has an ATM at this location.  The initial term of the lease expires in
June 2007.





style='mso-bidi-font-weight:normal'>Peachtree Corners



The
Bank also leases approximately 2,500 square feet of a two-story 7,700 square
foot building, as a branch location in the Peachtree Corners area of north
Atlanta.  The building sits on 1.3 acres at 3280 Holcomb Bridge Road,
Norcross, Georgia.  This branch office has four teller stations, one
drive-up window, one drive-in lane, two offices for a lending officer and
branch management, as well as a drive-through ATM.  The term of the lease,
beginning in 2000, is five years at a base rent of $10.00 per square foot per
year and includes three options to extend the lease for five years each at the
same base rate.



 







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Phoenix Boulevard Deposit Processing Center



The Bank leases 2,706 square feet of a five-story, 87,384
square foot building, as a deposit processing center to serve the Southern area
of Atlanta.  The limited access office has three teller stations, two
offices for customer relations personnel and a conference room.   The
lease term began in July 2004 at a base rate of $16.75 per square foot per year
for a period of 65 months. 



Park
Village Office



The
Bank leases a 4,800 square foot branch office located at 2540 Pleasant Hill
Road, Duluth, Georgia.  The office includes five teller stations, one
drive-in lane, and office for a lending officer, two offices for branch
management and a conference room.  The office also has a walk-up
ATM.  The lease term is for a period of ten years with three options to
extend for five-year periods each.  The initial lease began in March 2005
and provides for a base rate of $25.00 per square foot per
year.   





San
Jose Office



The
Bank's San Jose branch office is in leased office space at 1648-A Tully Road,
San Jose, California.  The branch occupies 3,570 square feet of a building
containing 5,796 total square feet.  This branch has four teller stations,
including a merchant booth for large commercial transactions, and a walk-up ATM
machine.  The base rent for this office is $33.00 per square foot per
year, and the lease expires in July 2019.





San
Jose Operations Office



The
Bank's loan and deposit operations are housed in leased office space at 1694
Tully Road, San Jose, California.  This office originally included the
branch facility which was moved to 1648-A Tully Road in November 2004. 
The Operations Office consists of 8,142 square feet at a base rate of $24.23
per square foot per year and expires in March 2006. 





Fremont
Office



The
Bank also leases space for a branch location at 46615 Mission Boulevard,
Fremont, California.  The Bank leases approximately 5,092 square feet for
this office under a primary lease agreement for 2,770 square feet and a
sublease agreement on 2,322 adjoining square feet.  The primary lease has
a base rent of $43.80 per square foot per year, and expires in May of
2008.  The sublease has a base rent of $31.20 and also expires in March
2008.  Both lease agreements provide for two options of five (5) years
each to extend the term.  The branch has four teller windows, a merchant
booth for processing large commercial deposits, six offices for a lending
officer and branch management and a walk-up ATM.



 



 







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Item
3.        Legal Proceedings



There
are no material legal proceedings, other than ordinary routine litigation
incidental to their business, pending against or involving assets of the
Company or the Bank.







Item
4.        Submission of Matters to a
Vote of Security-Holders



No
matter was submitted during the fourth quarter of the fiscal year covered by
this report to a vote of security-holders, through the solicitation of proxies
or otherwise.







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PART II.



Item 5.        Market
for Registrant's Common Equity and Related Stockholder Matters



The
Company's shares are listed on the Nasdaq National Market under the symbol
"SBGA".  As of March 1, 2005, the quoted purchase price for the
Company's shares was $15.44 per share.  There were approximately 340 holders
of record of the Company's Common Stock at March 1, 2005.  Additionally,
there are an estimated 1,270 shareholders who hold shares in various brokerage
and investment accounts.



The Company began paying quarterly cash dividends in 1995
and paid a total of $.08 per share in that year.  The Company paid a total
of $.40 and $.35 per share in cash dividends in 2004 and 2003,
respectively.   These amounts have been restated for the stock
dividend awarded in 2004.  Although the Company currently plans to
continue paying cash dividends on a quarterly basis, Summit's dividend policy
may change in the future.  The declaration and payment of dividends will
depend upon business conditions, operating results, capital and reserve requirements,
and the Board of Directors' consideration of other relevant factors.  In
addition, our ability to pay dividends in the future will depend, in part, on
the earnings of the Bank and its ability to pay dividends to the Company. 
See "Business -- Supervision and Regulation -- Payment of Dividends."



For
additional information concerning the Company's quarterly stock prices and
quarterly cash dividends see the Company's 2004 Annual Report to Shareholders
which is incorporated by reference herein.





The
Company did not repurchase any of its securities during the fourth quarter of
2004.







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Item
6.        Selected Financial Data



The selected consolidated financial data presented below as
of and for each of the five years ended December 31, 2004 is unaudited and has
been derived from the Consolidated Financial Statements of the Company and its
subsidiaries, and from records of the Company.  The information presented
below should be read in conjunction with the Consolidated Financial
Statements, the Notes to Consolidated Financial Statements and
"Management's Discussion and Analysis of Financial Condition and Results
of Operations." Averages are derived from daily balances.  Share and per
share amounts for all years are adjusted for all relevant stock splits and
stock dividends during the period.





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As of December 31,




(Dollars in thousands, except share and per share
data)



 



 



 




Balance Sheet Data



    
2004



    
2003



    
2002



    
2001



    2000




Total assets




 $



547,708 




 $



477,145 




 $



402,860 




 $



341,443 




 $



283,403 




Investment securities



151,891 



125,726 



112,924 



90,209 



59,402 




Loans



339,205 



317,072 



258,723 



219,744 



190,354 




Allowance for loan losses



4,549 



4,047 



3,435 



3,234 



3,141 




Deposits



434,453 



368,599 



317,426 



294,924 



239,274 




Federal Home Loan Bank advances



25,000 



25,000 



20,000 



10,000 



10,000 




Other borrowed funds



35,394 



34,957 



30,725 



5,466 



4,809 




Long-term debentures



12,000 



12,000 



-- 



-- 



-- 




Stockholders' equity



34,629 



32,736 



31,176 



27,396 



25,950 



 



 



 



 



 



 



 



Year Ended December
31,




Statement of Income Data



    
2004



    
2003



    
2002



    
2001



    2000




Interest income




 $



26,690 




 $



23,548 




 $



21,901 




 $



23,539 




 $



23,347 




Interest expense



8,260 



7,145 



8,099 



11,074 



9,078 




Net interest income



18,430 



16,403 



13,802 



12,465 



14,269 




Provision for loan losses



1,090 



1,199 



1,130 



755 



1,250 




Net interest income after



 



 



 



 



 




 provision for loan losses



17,340 



15,204 



12,672 



11,710 



13,019 




Noninterest income



3,928 



3,929 



5,023 



3,184 



3,530 




Noninterest expenses



13,737 



12,211 



11,808 



11,002 



10,692 




Income tax expense



2,378 



2,100 



1,743 



1,280 



2,070 




Net income




 $



5,153 




 $



4,822 




 $



4,144 




 $



2,612 




 $



3,787 



 



 



 



 



 



 



Per Share Data



 



 



 



 



 




Book value per share at year end




 $



6.09 




 $



5.79 




 $



5.51 




 $



4.72 




 $



4.37 




Basic earnings per share



.91 



.85 



.74 



.44 



.64 




Diluted earnings per share



.91 



.85 



.74 



.44 



.64 




Weighted-average shares outstanding - basic



5,686,563 



5,652,604 



5,636,904 



5,905,365 



5,950,833 




Weighted-average shares outstanding - diluted



5,687,303 



5,672,007 



5,646,608 



5,905,365 



5,950,833 




Dividends declared




 $



.40 




 $



.35 




 $



.27 




 $



.24 




 $



.20 




Dividend payout ratio



44.15 %



40.63 %



36.36 %



53.73 %



37.50 %



 



 



 



 



 



 




Ratios














Return on average assets



1.03 %



1.11 %



1.12 %



.80 %



1.35 %




Return on average equity



15.29 %



15.09 %



14.61 %



9.65 %



15.94 %




Average equity/average assets



6.72 %



7.38 %



7.60 %



8.31 %



8.49 %




Net interest margin



3.94 %



4.08 %



4.02 %



4.14 %



5.67 %




Non-performing assets/total loans and other real
estate



.84 %



.12 %



.39 %



.21 %



1.06 %




Allowance for loan losses/total loans



1.34 %



1.28 %



1.33 %



1.47 %



1.65 %




Noninterest expense/net interest income and
noninterest income



61.44 %



60.06 %



61.52 %



70.30 %



60.07 %








 





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Item
7.        Management's Discussion and
Analysis of Financial Condition and Results of Operations



 



Incorporated
by reference to the 2004 Annual Shareholders' Report -- See Cross Reference
Index on page 2 and Exhibit 13.1.



 



Item
7a.        Quantitative and Qualitative
Disclosures About Market Risk



Incorporated
by reference to the 2004 Annual Shareholders' Report -- See Cross Reference
Index on page 2 and Exhibit 13.1.



 



Item
8.        Financial Statements and
Supplementary Data



Incorporated
by reference to the 2004 Annual Shareholders' Report -- See Cross Reference
Index on page 2 and Exhibit 13.1.



 



Item
9.        Changes in and Disagreements
with Accountants on Accounting and Financial Disclosure



None



 



Item
9A.       Controls and Procedures



 As
of the end of the period covered by this report, the Company's management,
including the Company's Chief Executive Officer and Chief Financial Officer,
reviewed and evaluated 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 management's knowledge, in other factors that could
significantly affect those internal controls subsequent to the date management
carried out its evaluation, and there have been no corrective actions with
respect to significant deficiencies or material weaknesses.







 







Item
9B.       Other Information



None.







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21








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PART III



  



Item
10.        Directors and Executive
Officers of the Registrant



The Company has a Code of Conduct that applies to all of
the Company's employees (including its principal executive, financial and
accounting officers) and directors.  A copy of the Code of Conduct is
posted on the Company's website at summitbk.com
under "Investor Relations/Officers and Directors."  Additional
information regarding the Company's directors and executive officers is
incorporated by reference to the Definitive Proxy Statement for the 2005 Annual
Shareholders' Meeting -- See Cross Reference Index on page 2.



 



Item
11.        Executive Compensation



Incorporated by reference to the Definitive Proxy Statement
for the 2005 Annual Shareholders' Meeting -- See Cross Reference Index on page
2.



 



Item
12.        Security Ownership of
Certain Beneficial Owners and Management



 



The following table provides information regarding
compensation plans under which equity securities of the Company are authorized
for issuance.  All data is presented as of December 31, 2004,
adjusted for the February 17, 2004 three-for-two stock split.



 



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Equity Compensation Plan Table



 



(a)



(b)



(c)



Plan category



Number of securities to be issued upon exercise of
outstanding options, warrants and rights



Weighted-average exercise price of outstanding
options, warrants and rights



Number of securities remaining available for
future issuance under equity compensation plans (excluding securities
reflected in column (a))



Equity
compensation plans approved by security holders



4,500 



 $



12.99 



679,409 



Equity
compensation plans not approved by security holders









Total



4,500 



 $



12.99 



679,409 




Additional
disclosure is incorporated by reference to the Definitive Proxy Statement for
the 2005 Annual Shareholders' Meeting --See Cross Reference Index on
page 2.



  



Item
13.        Certain Relationships and
Related Transactions



 Incorporated by reference to the Definitive Proxy Statement
for the 2005 Annual Shareholders' Meeting --



See
Cross Reference Index on page 2.



 



Item
14.       Principal Accounting Fees and
Services



Incorporated by reference to the Definitive Proxy Statement
for the 2005 Annual Shareholders' Meeting ---



See
Cross Reference Index on page 2.







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22








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PART IV



Item
15.        Exhibits and Financial
Statement Schedules



(a)        The
following documents are filed as part of this report:





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1.



Financial
Statements - The consolidated financial statements, notes to consolidated
financial statements, and report of independent registered public accounting
firm thereon, appear in the 2004 Annual Shareholders' Report -- See Cross
Reference Index on page 2 and Exhibit 13.1.



 



 



2.



Financial
Statement Schedules - These are omitted as they are not required or are not
applicable.



 



 



3.



Exhibits
(numbered in accordance with Item 601 of Regulation S-K.)  The Company's
SEC file number for exhibits incorporated by reference is 0-21267.



Exhibit



 



Number



Exhibit



3.1



Amended
and Restated Articles of Incorporation of Summit Bank Corporation (incorporated
by reference to Exhibit 3.1 to the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 2002)



 



 



3.2



Bylaws
of Summit Bank Corporation, as amended (incorporated by reference to Exhibit
3.2 to the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2002)



 



 



4.1



The
rights of security holders are defined in (I) Articles Five, Six, Nine, Ten,
Eleven, Thirteen, Fourteen, and Sixteen of the Amended and Restated Articles
of Incorporation of Summit Bank Corporation and (ii) Articles Two, Three,
Eight, Ten, and Eleven of the amended Bylaws of Summit Bank Corporation,
(see Exhibits 3.1 and 3.2, respectively)



 



 



4.2



Indenture
dated September 30, 2003 between Summit Bank Corporation and The Bank of New
York relating to Trust Preferred Securities issued by the Company
(incorporated by reference to Exhibit 4.2 to the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 2003)



 



 



10.1*



Summit
Bank Corporation 1998 Stock Incentive Plan, dated as of February 23, 1998
(incorporated by reference to Appendix A to the Company's Proxy Statement
filed on March 18, 1998)



 



 



10.1a*



Form
of option agreement pursuant to the Summit Bank Corporation 1998 Stock
Incentive Plan for employees.



 



 



10.1b*



Form
of option agreement pursuant to the Summit Bank Corporation 1998 Stock
Incentive Plan for non-employees.



 



 



10.2           
 



Lease Agreement dated December 3, 1993, between
Baker Dennard Co., Lessor, and Summit National Bank, Lessee (incorporated by
reference to Exhibit 10.4 to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1993) (Main office)



 



 



10.2a



Fifth Amendment to Lease Agreement (referenced in
Exhibit 10.2 and incorporating amendments One through Four), dated March 13,
2000, between The Realty Associates Fund IV, L.P., successor in interest to
Baker Dennard Co., Lessor, and Summit National Bank, Lessee (incorporated by
reference to Exhibit 10.2a to the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 2000) (Main office)



 



 



10.2b



Sixth Amendment to Lease Agreement. (referenced in
Exhibit 10.2), dated January 4, 2001 between The Realty Associates Fund IV,
L.P., successor in interest to Baker Dennard Co, Lessor, and Summit National
Bank, Lessee (incorporated by reference to Exhibit 10.2b to the Company's
Annual Report on Form 10-K for the fiscal year ended December 31, 2000) (Main
office)



 



 



10.2c



Seventh Amendment to Lease Agreement (referenced
in Exhibit 10.2), dated March 29, 2002 between The Realty Associates Fund IV,
L.P., successor in interest to Baker Dennard Co, Lessor, and Summit National
Bank, Lessee (incorporated by reference to Exhibit 10.2c to the Company's
Annual Report on Form 10-K for the fiscal year ended December 31, 2002) (Main
office)



 



 



10.3*



Change in Control Agreement dated August 25, 1995
by and between Pin Pin Chau, President of the Summit National Bank, and the
Summit National Bank (incorporated by reference to Exhibit 10.7 to the
Company's Annual Report on Form 10-K for the fiscal year ended December 31,
1995)



 



 



10.4*



Change in Control Agreement dated August 25, 1995
by and between David Yu, Chairman of the Summit National Bank, and the Summit
National Bank (incorporated by reference to Exhibit 10.8 to the Company's
Annual Report on Form 10-K for the fiscal year ended December 31, 1995)



 



 



10.5*



Change in Control Agreement dated August 25, 1995
by and between Alec Dudley, Executive Vice President of the Summit National
Bank, and the Summit National Bank (incorporated by reference to Exhibit 10.9
to the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995)



 



 



10.6*



Change in Control Agreement dated August 25, 1995
by and between Gary McClung, Executive Vice President of the Summit National
Bank, and the Summit National Bank (incorporated by reference to Exhibit 10.9
to the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995)



 



 



10.7*



Post Retirement Compensation Agreement dated December
20, 2004 by and between Pin Pin Chau, CEO of the Company, and the Company



 



 



11.1



Statement
Regarding Computation of Net Income per Share



 



 



13.1



2004
Annual Report to Shareholders



 



 



14.1



Code
of Ethics (incorporated by reference to Exhibit 14.1 to the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 2003)



 



 



21.1



Subsidiaries
of Summit Bank Corporation (incorporated by reference to Exhibit 21.1 to the
Company's Annual Report on Form 10-K for the fiscal year ended December 31,
1999)



 



 



23.1



Consent
of Independent Registered Public Accounting Firm



 



 



31.1



Certification
of Chief Executive Officer  and Acting Chief Financial Officer



 



 



32.1



Certification
of Chief Executive Officer and Acting Chief Financial Officer






                       
*    Denotes a management contract, compensatory plan or
arrangement







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23-25








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SIGNATURES



Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.



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SUMMIT
BANK CORPORATION



 



 



 



 



BY:



    /s/
Pin Pin
Chau                  



 



Pin
Pin Chau



 



Chief
Executive Officer



 



 



 



Date
  March 29, 2005       






 





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26








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SIGNATURES



Pursuant to the requirements of the Securities Exchange Act
of 1934, this report has been signed below by the following persons on behalf
of the registrant and in the capacities and on the dates indicated.





 







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/s/
Pin Pin Chau



 



Director, Chief



Dated: March 29, 2005



Pin
Pin Chau 



 



Executive Officer



 



 



 



Acting Principal Financial



 



 



 



Officer (principal executive



 



 



 



And financial officer)



 



 



 



 



 



/s/
David Yu



 



Director, President



Dated: March 29, 2005



David
Yu



 



 



 



 



 



 



 



/s/
Carl L. Patrick, Jr.



 



Director, Chairman



Dated: March 28, 2005



Carl
L. Patrick, Jr.



 



of the Board



 



 



 



 



 



/s/
Gerald L. Allison



 



Director, Vice Chairman



Dated: March 29, 2005



Gerald
L. Allison



 



of the Board



 



 



 



 



 



 



 



Director



Dated:



Aaron
I. Alembik



 



 



 



 



 



 



 



/s/
Paul C.Y. Chu



 



Director



Dated: March 25, 2005



Paul
C.Y. Chu



 



 



 



 



 



 



 



/s/
Peter M. Cohen



 



Director



Dated: March 28, 2005



Peter
M. Cohen



 



 



 



 



 



 



 



/s/
Jose I. Gonzalez



 



Director



Dated: March 28, 2005



Jose
I. Gonzalez



 



 



 



 



 



 



 



/s/
Jack N. Halpern



 



Director



Dated: March 25, 2005



Jack
N. Halpern



 



 



 



 



 



 



 



/s/
Donald R. Harkleroad



 



Director



Dated: March 29, 2005



Donald
R. Harkleroad



 



 



 



 



 



 



 



/s/
Shafik H. Ladha



 



Director 



Dated: March 28, 2005



Shafik H. Ladha



 



 



 



 



 



 



/s/
James S. Lai



 



Director



Dated: March 28, 2005



James
S. Lai



 



 



 



 



 



 



 



/s/
Sion Nyen Lai



          



Director     



Dated:  March 28, 2005



Sion
Nyen (Francis) Lai



 



 



 



 



 



 



/s/
Shih Chien Lo



 



Director 



Dated: March 25, 2005



Shih
Chien (Raymond) Lo



 



 



 



 



 



 



/s/
Nack Paek



 



Director



Dated: March 28, 2005



Nack
Paek



 



 



 



 



 



 



 



/s/
W. Clayton Sparrow, Jr.



 



Director



Dated: March 25, 2005



W.
Clayton Sparrow, Jr.



 



 



 



 



 



 



 



/s/
Howard L. Tai



 



Director



Dated: March 25, 2005



Howard
H. L. Tai



 



 



 



 



 



 



/s/
Suzanne Long



 



Controller (principal



Dated: March 29, 2005



Suzanne
Long



 



Accounting officer)



 








 





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27-28








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Index to Exhibits





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Exhibit


Number



                                                         
Description



                 



3.1



Amended and Restated Articles of Incorporation of
Summit Bank Corporation (incorporated by reference to Exhibit 3.1 to the
Company's Annual Report on Form 10-K for the fiscal year ended December 31,
2002)



 



3.2



Bylaws
of Summit Bank Corporation, as amended (incorporated by reference to Exhibit
3.2 to the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2002)



 



4.1



The rights of security holders are defined in (i)
Articles Five, Six, Nine, Ten, Eleven, Thirteen, Fourteen, and Sixteen of the
Amended and Restated Articles of Incorporation of Summit Bank Corporation and
(ii) Articles Two, Three, Eight, Ten, and Eleven of the amended Bylaws of
Summit Bank Corporation, as provided in Exhibits 3.1 and 3.2 respectively.



 



4.2



Indenture
dated September 30, 2003 between Summit Bank Corporation and The Bank of New
York relating to Trust Preferred Securities issued by the Company
(incorporated by reference to Exhibit 4.2 to the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 2003)



 



10.1



Summit Bank Corporation 1998 Stock Incentive Plan, as
of February 23, 1998 (incorporated by reference to Appendix A to the
Company's Proxy Statement filed on March 18, 1998)



 



10.1a



Form
of option agreement pursuant to the Summit Bank Corporation 1998 Stock
Incentive Plan for employees.



 



10.1b



Form
of option agreement pursuant to the Summit Bank Corporation 1998 Stock
Incentive Plan for non-employees.



 



10.2



Lease Agreement dated December 3, 1993, between Baker
Dennard Co., Lessor, and Summit National Bank, Lessee (incorporated by
reference to Exhibit 10.4 to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1993) (Main office)



 



10.2a



Fifth Amendment to Lease Agreement (referenced in
Exhibit 10.2 and incorporating amendments One through Four), dated March 13,
2000, between The Realty Associates Fund IV, L.P., successor in interest to
Baker Dennard Co., Lessor, and Summit National Bank, Lessee (incorporated by
reference to Exhibit 10.2a to the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 2000) (Main office)



 



10.2b



Sixth Amendment to Lease Agreement (referenced in
Exhibit 10.2), dated January 4, 2001 between The Realty Associates Fund IV,
L.P., successor in interest to Baker Dennard Co, Lessor, and Summit National
Bank, Lessee (incorporated by reference to Exhibit 10.2b to the Company's
Annual Report on Form 10-K for the fiscal year ended December 31, 2000) (Main
office)



 



10.2c



Seventh
Amendment to Lease Agreement (referenced in Exhibit 10.2), dated March 29,
2002 between The Realty Associates Fund IV, L.P., successor in interest to
Baker Dennard Co, Lessor, and Summit National Bank, Lessee (incorporated by
reference to Exhibit 10.2c to the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 2002) (Main office)



 



10.3



Change in Control Agreement dated August 25, 1995 by
and between Pin Pin Chau, President of the Summit National Bank, and the
Summit National Bank (incorporated by reference to Exhibit 10.7 to the
Company's Annual Report on Form 10-K for the fiscal year ended December 31,
1995)



 



10.4



Change in Control Agreement dated August 25, 1995 by
and between David Yu, Chairman of the Summit National Bank, and the Summit
National Bank (incorporated by reference to Exhibit 10.8 to the Company's
Annual Report on Form 10-K for the fiscal year ended December 31, 1995)



 



10.5



Change in Control Agreement dated August 25, 1995 by
and between Alec Dudley, Executive Vice President of the Summit National
Bank, and the Summit National Bank (incorporated by reference to Exhibit 10.9
to the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995)



 



10.6



Change in Control Agreement dated August 25, 1995 by
and between Gary McClung, Executive Vice President of the Summit National
Bank, and the Summit National Bank (incorporated by reference to Exhibit 10.9
to the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995)



 



10.7



Post Retirement Compensation Agreement dated December
20, 2004 by and between Pin Pin Chau, CEO of the Company, and the Company



 



11.1



Statement Regarding Computation of Net Income per
Share



 



13.1



2004 Annual Report to Shareholders



 



14.1



Code of Ethics (incorporated by reference to Exhibit 14.1
to the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2003)



 



21.1



Subsidiaries of Summit Bank Corporation (incorporated
by reference to Exhibit 21.1 to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1999)



 



23.1



Consent of Independent Registered Public Accounting
Firm



 



31.1



Certification
of Chief Executive Officer and Acting Chief Financial Officer



 



32.1



Certification
of Chief Executive Officer and Acting Chief Financial Officer



 



 



 



 






  







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29-30








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