SUMMIT BANK CORP
10-Q, 1996-11-12
STATE COMMERCIAL BANKS
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<PAGE>   1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 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 September 30, 1996

                                       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 33-16366

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

                  GEORGIA                            58-1722476
         (State or other jurisdiction of          (I.R.S. 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
             -------                 ------

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

         Indicate the number of shares outstanding of each of the issuer's
classes of capital stock, as of the latest practicable date.

         Class                             Outstanding at November 12, 1996
         -----                             -------------------------------
Common Stock.  $.01 par value                          1,407,688





                      The Exhibit Index Appears on Page 13

                                  PAGE 1 OF 15

<PAGE>   2



                          PART I. FINANCIAL INFORMATION


ITEM 1.  FINANCIAL STATEMENTS
SUMMIT BANK CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
<TABLE>
<CAPTION>
                                                                     September 30,                  December 31,
(In thousands)                                                           1996                           1995
- -------------------------------------------------------------------------------------------------------------------
<S>                                                               <C>                              <C>        
ASSETS:
Cash and due from banks                                           $       7,559                    $     7,220
Federal funds sold                                                        5,500                          3,525
Interest-bearing deposits in other banks                                     19                             60
Investment securities available for sale, at fair value                  36,753                         32,110
Other investments                                                           682                            592
Loans, net of unearned income                                            81,197                         76,695
Loans held for sale                                                       3,062                          1,482
Less:  allowance for loan losses                                         (1,936)                        (1,686)
- -------------------------------------------------------------------------------------------------------------------

     Net loans                                                           82,323                         76,491
- -------------------------------------------------------------------------------------------------------------------

Premises and equipment, net                                               4,447                          2,932
Customers' acceptance liability                                           1,115                          1,907
Other real estate                                                          --                             --
Deferred income tax                                                         702                            205
Other assets                                                              2,116                          5,034
- -------------------------------------------------------------------------------------------------------------------

     Total Assets                                                 $     141,216                    $   130,076
- -------------------------------------------------------------------------------------------------------------------


LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILTIES:
Deposits:
  Noninterest-bearing demand                                      $      25,983                    $    24,080
  Interest Bearing:
     Demand                                                              30,319                         29,193
     Savings                                                              7,066                          7,734
     Time, $100,000 and over                                             23,899                         22,766
     Other time                                                          33,350                         26,043
- -------------------------------------------------------------------------------------------------------------------

     Total deposits                                                     120,617                        109,816
- -------------------------------------------------------------------------------------------------------------------


Obligation under capital lease                                              127                            152
Other borrowed funds                                                      1,511                           --
Acceptances outstanding                                                   1,115                          1,907
Other liabilities                                                         1,728                          2,788
- -------------------------------------------------------------------------------------------------------------------

     Total liabilities                                            $     125,098                    $   114,663
- -------------------------------------------------------------------------------------------------------------------


STOCKHOLDERS' EQUITY:
  Common stock                                                               14                             14
  Additional paid-in capital                                             12,123                         12,123
  Retained earnings                                                       4,173                          2,939
  Net unrealized holding (losses)/gains on investment securities
     available for sale, net of income taxes                               (192)                           337
- -------------------------------------------------------------------------------------------------------------------

     Total stockholders' equity                                          16,118                         15,413
- -------------------------------------------------------------------------------------------------------------------


     Total liabilities and stockholders' equity                   $     141,216                    $   130,076
=================================================================================================================== 
</TABLE>


See Accompanying Notes to Condensed Consolidated Financial Statements

                                  PAGE 2 OF 15

<PAGE>   3




SUMMIT BANK CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED INCOME STATEMENTS
(Unaudited)


<TABLE>
<CAPTION>
                                                                   Three months                Nine months
                                                                ended September 30,         ended September 30,
                                                                -------------------         -------------------
(Dollars in thousands, except share and per share data)           1996        1995           1996          1995
- -------------------------------------------------------------------------------------------------------------------
<S>                                                          <C>          <C>           <C>          <C>    
Interest income
     Loans, including fees                                   $    2,152   $    1,900    $     6,392  $    5,681
     Interest-bearing deposits in other banks                         1            1              3           3
     Federal funds sold                                              70           74            160         269
     Investment securities-taxable                                  188          309            480         740
     Mortgage-backed securities                                     454          319          1,388          74
- -------------------------------------------------------------------------------------------------------------------

       Total interest income                                      2,865        2,603          8,423       7,438
- -------------------------------------------------------------------------------------------------------------------


Interest expense
     Time deposits, $100,000 and over                               310          215          1,003         835
     Other deposits                                                 824          861          2,309       2,132
     Short-term borrowings and obligation
       under capital lease                                           22            5             50          14
- -------------------------------------------------------------------------------------------------------------------

       Total interest expense                                     1,156        1,081          3,362       2,981
- -------------------------------------------------------------------------------------------------------------------


       Net interest income                                        1,709        1,522          5,061       4,457
Provision for loan losses                                            99           55            386         382
- -------------------------------------------------------------------------------------------------------------------

       Net interest income after provision
         for loan losses                                          1,610        1,467          4,675       4,075
- -------------------------------------------------------------------------------------------------------------------

Non-interest income
     Fees for international banking services                        248          270            806         832
     SBA loan servicing fees                                        122          112            356         325
     Service charge income                                           59           53            154         165
     Overdraft and NSF charges                                       83           98            255         264
     Gains on sales of loans                                         89           71            440         246
     Net gains (losses) on sales of investment securities           (11)          --            105         (21)
     Other                                                          201           91            363         231
- -------------------------------------------------------------------------------------------------------------------

       Total non-interest income                                    791          695          2,479       2,042
- -------------------------------------------------------------------------------------------------------------------


Non-interest expenses
     Salaries and employee benefits                                 838          736          2,503       2,129
     Equipment                                                      127           99            348         294
     Net occupancy                                                  102          111            301         309
     Other operating expenses                                       546          471          1,501       1,481
- -------------------------------------------------------------------------------------------------------------------

       Total non-interest expenses                                1,613        1,417          4,653       4,213
- -------------------------------------------------------------------------------------------------------------------

     Income before income taxes                                     788          745          2,501       1,904
- -------------------------------------------------------------------------------------------------------------------

Income tax expense                                                  297          275            943         697
- -------------------------------------------------------------------------------------------------------------------

     Net income                                              $      491   $      470    $     1,558  $    1,207
- -------------------------------------------------------------------------------------------------------------------

Net income per common share and
common share equivalents                                     $      .31   $      .30    $       .97  $      .78
- -------------------------------------------------------------------------------------------------------------------

Weighted-average common shares outstanding and
     common share equivalents                                 1,630,160    1,630,610     1,630,610    1,630,610
- -------------------------------------------------------------------------------------------------------------------

Dividends declared per common share                          $      .08   $      .07    $      .23   $      .21
===================================================================================================================
</TABLE>


See Accompanying Notes to Condensed Consolidated Financial Statements

                                  PAGE 3 OF 15

<PAGE>   4



SUMMIT BANK CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

<TABLE>
<CAPTION>
                                                                                            Nine months
                                                                                        ended September 30,
                                                                                        -------------------
(in thousands)                                                                          1996           1995
- -------------------------------------------------------------------------------------------------------------------
Cash flows from operating activities:

<S>                                                                                 <C>            <C>       
Net Income                                                                          $   1,558      $   1,207
Adjustments to reconcile net income to net cash
  provided by operating activities:
    Depreciation and amortization of leasehold improvements                               196            158
    Deferred tax benefits                                                                (177)          (299)
    Net amortization of premiums/discounts on investment securities                        42             57
    Amortization of negative goodwill                                                     (82)           (82)
    Provision for loan losses                                                             386            382
    Gains on sales of loans                                                              (440)          (246)
    Proceeds from sales of loans                                                        3,772          4,145
    Net (gains)/losses on sales of investment securities                                 (105)            21
Changes in other assets and liabilities:
    Decrease (increase) in other assets                                                 2,918           (400)
    Decrease (increase)in other liabilities                                              (978)           660
- -------------------------------------------------------------------------------------------------------------------
  Net cash provided by operating activities                                             7,090          5,603
- -------------------------------------------------------------------------------------------------------------------

Cash flows from investing activities:

Proceeds from maturities of investment securities available for sale                    1,850          1,259
Principal collections on investment securities available for sale                       3,762           --
Proceeds from sales of investment securities available for sale                         6,745            972
Purchases of investment securities available for sale                                 (17,876)       (11,037)
Purchases of investment securities held to maturity                                      --          (19,401)
Proceeds from maturities and principal collections on investment
  securities held to maturity                                                            --            8,830
Loans made to customers, net of principal collected on loans                           (9,550)        (3,176)
Purchases of premises and equipment                                                    (1,711)          (551)
- -------------------------------------------------------------------------------------------------------------------

  Net cash used in investing activities                                               (16,780)       (23,104)
- -------------------------------------------------------------------------------------------------------------------

Cash flows from financing activities:

Net increase in demand and savings deposits                                             2,361         12,404
Net increase in time deposits                                                           8,440          5,649
Principal payments for obligation under capital lease                                     (25)           (22)
Dividends paid                                                                           (324)          (296)
Net increase in borrowed funds                                                          1,511             16
- -------------------------------------------------------------------------------------------------------------------

  Net cash provided by financing activities                                            11,963         17,751
- -------------------------------------------------------------------------------------------------------------------


Net increase in cash and cash equivalents                                               2,273            250
Cash and cash equivalents at beginning of period                                       10,805          9,872
- -------------------------------------------------------------------------------------------------------------------


Cash and cash equivalents at end of period                                          $  13,078      $  10,122
===================================================================================================================

Supplemental disclosures of cash paid during the period:
  Interest                                                                          $   4,214      $   2,745
  Income taxes                                                                      $   1,001      $   1,000
===================================================================================================================
</TABLE>

See Accompanying Notes to Condensed Consolidated Financial Statements

                                 PAGE 4 OF 15

<PAGE>   5





SUMMIT BANK CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

     1.   BASIS OF PRESENTATION

          The consolidated financial statements included herein have been
          prepared by Summit Bank Corporation and Subsidiaries (the "Company"),
          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 generally accepted accounting principles 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 furnished 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 as of December 31, 1995, included in the company's
          Annual Report of Form 10-K for the fiscal year ended December 31,
          1995.

          The consolidated financial statements include the accounts of the
          Company and its wholly owned subsidiaries, The Summit National Bank
          (the "Bank") and The Summit Merchant Banking corporation. All
          intercompany accounts and transactions have been eliminated in
          consolidation.

    2.    ACCOUNTING POLICIES

          Reference is made to the accounting policies of the Company 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,
          1995.


    3.    RECLASSIFICATIONS

          Certain 1995 amounts have been reclassified for comparative purposes
          in order to conform the prior period to the 1996 presentation.

                                  PAGE 5 OF 15

<PAGE>   6



ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS


        For the  three-month  and nine-month  periods ended September 30, 1996
        and 1995


Performance Overview

Summit Bank Corporation and Subsidiaries (the "Company") reported net income of
$491,000 for the third quarter of 1996, representing a 4.5% increase over
earnings for the same period last year. The earnings improvement is attributed
to higher net interest income resulting primarily from a higher volume of
earning assets. Net earnings per share for third quarter 1996 were $.31 as
compared to $.30 for third quarter 1995. The Company's nine-month earnings for
1996 were $1,558,000 compared to $1,207,000 last year, an increase of 29%. The
annualized return on average stockholders' equity for 1996 was 13.2% versus
11.7% for the 1995 nine-month period, while the return on average assets was
1.51% compared to 1.32% in 1995. Book value per share increased to $11.45 at
September 30, 1996, from $10.95 at December 31, 1995.

Total assets at September 30, 1996 were $141 million, an increase of 10% during
the last twelve months and 9% since year ended 1995. Deposits have grown $12
million during the last twelve months, or 11%, and $10.8 million, or 10%, since
December 31, 1995. Net loans increased $5.8 million, or 8%, to $82.3 million at
September 30, 1996, since December 31, 1995. During the last twelve months net
loans grew 15%, or $10.7 million, from $71.6 million at September 30, 1995.

Investment in premises and equipment increased to $4.4 million at September 30,
1996 as compared to $2.9 million at year end 1995. This increase represents two
additional branch sites acquired by the Bank in 1996, as well as, applicable
furniture, fixtures and equipment. The second branch was purchased in third
quarter, 1996 and is scheduled to open in November in the Gwinnett county
market. This will be the Bank's fifth banking office now placing the Company in
the North metropolitan Atlanta, Georgia markets of DeKalb, Cobb and Gwinnett
counties. Other assets declined to $2.1 million at September 30, 1996, from $5
million at year-end 1995, as a result of the completion of Small Business
Administration (SBA) loan sales in early 1996.

Net interest income increased 12% in third quarter 1996 to $1.7 million as
compared to the same period last year due, primarily, to a higher level of
earning assets. For the nine month comparable periods, 1996 net interest income
increased 14% to $5.1 million from $4.5 million. The Company's net interest
margin through September 30, 1996 declined to 5.5% from 5.7% for the comparable
period in 1995 due to a change in earning assets mix.

Provision for loan losses increased from $55,000 to $99,000 for the respective
second quarters of 1995 and 1996. Gross charged off loans for the nine-months
ended September 30, 1996 were $271,000 offset by recoveries of $135,000,
resulting in an annualized net charge-off rate of .22% of total loans. This
compares favorably to net losses of $183,000 for the comparable period last year
which resulted in annualized net charge-offs of .34%. Non-interest income
increased 14% to $791,000 for third quarter 1996 from $695,000 last year. Net
gains from sales of loans, including recognition of excess servicing, increased
to $89,000 during the quarter, up slightly from $71,000 for third quarter last
year. For the nine-month comparable periods, non-interest income increased 21%,
to $2.5 million in 1996 from $2.0 million in 1995. Net gains from loan sales
accounted for $194,000 of this increase while net gains from investment
securities accounted for an additional $126,000.

Non-interest expenses increased 14% in the third quarter of 1996 as compared to
the same period last year. This increase was mostly attributed to higher
personnel costs resulting from recent expansion. Total personnel costs increased
$102,000 in 1996 for the comparable three month periods and $374,000 for the
comparable nine-month periods. Additional staff have been hired primarily for
branch expansion since the bank opened its fourth office in May, 1996 and will
open a fifth office this year, as well. Equipment expenses increased $28,000, or
28%, to $127,000 in third quarter 1996 as compared to the same period last year.
The largest increases in equipment are

                                  PAGE 6 OF 15

<PAGE>   7

due to higher software maintenance and depreciation expenses relative to a
computer conversion in second quarter of 1995. Occupancy expenses declined
slightly from $111,000 to $102,000 for respective third quarters of 1995 and
1996. For the nine-month periods equipment expenses increased $54,000, or 18%,
while occupancy costs decreased $8,000. Other operatiing expenses increased 16%
to $546,000 for the three-month period ended September 30, 1996 as compared to
the same quarter last year. For the nine month periods, other operating expenses
increased only $20,000, in 1996 to $1,501,000. Savings resulting from suspension
of Federal Deposit Insurance Corporation ("FDIC") insurance premiums accounted
for a $96,000 reduction in other operating expenses while data/item processing
expenses increased $85,000. Marketing expenses also increased $78,000 as
compared to the nine-month period last year. This increase was the result of a
heightened advertising campaign and costs associated with branch expansion. The
Company's efficiency ratio for the nine-month period of 1996 improved to 62% as
compared to 65% for the same period last year.

Asset Quality

Non-performing assets increased to $785,000 at September 30, 1996 compared to
$111,000 at year end 1995. Non-performing assets represented .93% of total loans
as of September 30, 1996 compared to .14% at December 31, 1995. Although this is
a sharp increase in the percentage of non-performing loans, the total represents
only one credit. Management believes this credit is adequately secured and does
not expect a material loss in excess of the specific reserve of $105,000
established with respect to the credit, although no assurance can be given that
the assumptions or circumstances underlying management's assessment will not
change. The Company had no loans 90 days or more past due and still accruing at
September 30, 1996.

                                                                 
                            NON-PERFORMING ASSETS

<TABLE>
<CAPTION>
                                                                    September 30,                December 31,
(Dollars in thousands)                                                  1996                        1995
- -------------------------------------------------------------------------------------------------------------------
<S>                                                                   <C>                         <C>      
Loans on nonaccrual                                                   $    785                    $     111

Other real estate                                                           --                           --

Restructured loans                                                          --                           --
- -------------------------------------------------------------------------------------------------------------------


  Total non-performing assets                                         $    785                    $     111
- -------------------------------------------------------------------------------------------------------------------


Loans 90 days past due and still accruing interest                    $     --                    $      --

Total non-performing assets as a
  percentage of total loans and ORE                                        .93%                         .14%

Loans ninety days past due and still accruing
  interest as a percentage of total loans                                   --%                          --%
</TABLE>

                                  PAGE 7 OF 15

<PAGE>   8





The allowance for loan losses increased to $1,936,000 at September 30, 1996 from
$1,686,000 at year end 1995, an increase of 15%. A significant decline in loan
losses was realized this year as gross charge-offs of $271,000 offset by
recoveries of $135,000, resulted in a net annualized charge-off rate of .22% of
average total loans compared to .43% for the entire year of 1995. The allowance
for loan losses represented 2.30% of total loans outstanding at September 30,
1996.


           ANALYSIS OF ALLOWANCE FOR LOAN LOSSES AT SEPTEMBER 30, 1996

<TABLE>
<CAPTION>
(In thousands)
- --------------------------------------------------------------------------------
<S>                                                                     <C>   
Allowance for loan losses at December 31, 1995                          $1,686

- --------------------------------------------------------------------------------

Charge-offs:
  Commercial                                                               230
  Real estate                                                               --
  Installment                                                               41
- --------------------------------------------------------------------------------

     Total                                                                 271
- --------------------------------------------------------------------------------

Recoveries:
  Commercial                                                                81
  Real estate                                                               --
  Installment                                                               54
- --------------------------------------------------------------------------------

    Total                                                                  135
- --------------------------------------------------------------------------------


    Net charge-offs                                                        136

- --------------------------------------------------------------------------------
Provision charged to income                                                386
- --------------------------------------------------------------------------------


Allowance for loan losses at September 30, 1996                         $1,936
================================================================================
</TABLE>


The loan portfolio is periodically reviewed to evaluate the outstanding loans
and to measure both the performance of the portfolio and the adequacy of the
allowance for loan losses. This analysis includes a review of delinquency
trends, actual losses and internal credit ratings. Based on this analysis
management considers the allowance for loan losses at September 30, 1996 to be
adequate to cover possible loan losses in the portfolio as of that date.
However, because of the inherent uncertainty of assumptions made during the
evaluation process, there can be no assurance 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 8 OF 15

<PAGE>   9

Liquidity and Capital Adequacy

Liquidity has continued to improve during 1996 as a result of the growth in
deposits. At September 30, 1996, the Company's net loan to deposit ratio was
68.2%, down from 69.7% at year end. The Bank's liquid assets as a percent of
total deposits was 39% at September 30, 1996. Management also analyzes the level
of off-balance sheet assets 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 no potential
shortfall exists. Additionally, the Bank has $15 million of borrowing capacity
under a secured line of credit available from the Federal Home Loan Bank of
Atlanta. Based on this analysis, management believes that the Company has
adequate liquidity to meet short-term operational requirements.

Stockholders' equity of the Company increased $705,000 to $16.1 million at
September 30, 1996, an increase of 4.6% from December 31, 1995, and 12.4% from
September 30, 1995. The capital level of the Bank exceeds all prescribed
regulatory capital guidelines. Regulations require that most highly rated
national 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 declined to 9.3% at September 30, 1996 compared to 11.9% at year end 1995
as a result of asset growth. 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 September 30, 1996, the Bank had a risk-weighted total capital
ratio of 15.9%, unchanged from year end 1995, and a Tier 1 risk-weighted capital
ratio of 14.7% compared to 13.6% at year end 1995.

                                  PAGE 9 OF 15

<PAGE>   10



                           PART II - OTHER INFORMATION




Item 1.           Legal Proceedings - Not Applicable


Item 2.           Changes in Securities - Not Applicable


Item 3.           Defaults Upon Senior Securities - Not Applicable


Item 4.           Submission of Matters to a Vote of Security Holders. - Not 
                  Applicable.


Item 5.           Other Information - Not Applicable

                                  PAGE 10 OF 15

<PAGE>   11



        Item 6.           Exhibits and Reports on Form 8-K

                          a).     Exhibits

                          Exhibit 11.1
                          Statement Regarding Computation of Per Share Earnings

                          Exhibit 27.1
                          Financial Data Schedule (for SEC use only).

                          b)      Reports on Form 8-K - none

                                  PAGE 11 OF 15

<PAGE>   12



                                   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/ David Yu
                                     -----------------------------------------
                                        David Yu
                                        President and Chief Executive Officer



                                  BY:   /s/ Gary K. McClung
                                     -----------------------------------------
                                        Gary K. McClung
                                        Executive Vice President
                                        (Principal Financial Officer
                                        and Principal Accounting Officer)

                                  DATE:       November 12,  1996
                                     -----------------------------------------
                                  
                                  PAGE 12 OF 15

<PAGE>   13



                                INDEX TO EXHIBITS


<TABLE>
<CAPTION>
Exhibit                                                                              Page
- -------                                                                              ----
<S>               <C>                                                                  <C>
11.1              Statement Regarding Computation of Per Share Earnings                14

27.1              Financial Data Schedule (for SEC use only).                          15
</TABLE>

                                  PAGE 13 OF 15


<PAGE>   1
                                                                    EXHIBIT 11.1


                         STATEMENT REGARDING COMPUTATION
                              OF PER SHARE EARNINGS


<TABLE>
<CAPTION>
State Regarding Computation of                    Three months                      Nine months
  Per Share Earnings                           ended September 30,               ended September 30,
                                          ---------------------------       ---------------------------
                                                     1996                               1995
<S>                                       <C>              <C>              <C>              <C>      
Earnings per share:
  Weighted average shares                 
outstanding                                1,407,688        1,407,688        1,407,688        1,407,688
  Net income per share                    $      .35       $      .33       $     1.11       $      .86

Primary earnings per share:
  Weighted average shares                  1,407,688        1,407,688        1,407,688        1,407,688
outstanding                                  463,235          463,235          463,235          463,235
  Dilutive warrants                           41,225           41,225           41,225           41,225
  Dilutive stock options
  Repurchased under treasury stock                                                                      
    method(1)                               (281,538)        (281,538)        (281,538)        (281,538)
                                          ----------       ----------       ----------       ---------- 
 Weighted average common shares
    outstanding and common share          
    equivalents                            1,630,610        1,630,610        1,630,610        1,630,610
                                          ----------       ----------       ----------       ----------

Net income                                $  491,000       $  470,000       $1,558,000       $1,207,000
Imputed interest income under the
  treasury stock method (net of tax)           7,000           22,000           31,000           68,000
                                          ----------       ----------       ----------       ----------
Imputed net income                           498,000          492,000        1,589,000        1,275,000
                                          ==========       ==========       ==========       ==========
Net income per share                      $      .31       $      .30       $      .97       $      .78
                                          ==========       ==========       ==========       ==========
</TABLE>



(1)  Dilutive warrants and options calculated up to 20% of total shares
     outstanding in the applicable periods.

                                  PAGE 14 OF 15


<TABLE> <S> <C>

<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE FORM
10-Q FINANCIAL STATEMENTS OF SUMMIT BANK CORPORATION FOR THE PERIOD ENDED 
SEPTEMBER 30, 1996, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH 
FINANCIAL STATEMENTS.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               SEP-30-1996
<CASH>                                           7,559
<INT-BEARING-DEPOSITS>                              19
<FED-FUNDS-SOLD>                                 5,500
<TRADING-ASSETS>                                     0
<INVESTMENTS-HELD-FOR-SALE>                     36,753
<INVESTMENTS-CARRYING>                             682
<INVESTMENTS-MARKET>                               682
<LOANS>                                         84,259
<ALLOWANCE>                                      1,936
<TOTAL-ASSETS>                                 141,216
<DEPOSITS>                                     120,617
<SHORT-TERM>                                     1,511
<LIABILITIES-OTHER>                              2,970
<LONG-TERM>                                          0
                                0
                                          0
<COMMON>                                            14 
<OTHER-SE>                                      16,104
<TOTAL-LIABILITIES-AND-EQUITY>                 141,216
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