SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Mark One [ X ] Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 1998; 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 0-11986 SUMMIT BANCSHARES, INC. ------------------------------------------------------- (Exact name of registrant as specified in its charter) TEXAS 75-1694807 - ------------------------ ------------------- (State of Incorporation) (I.R.S. Employer Identification No.) 1300 SUMMIT AVENUE, FORT WORTH, TEXAS 76102 ------------------------------------------- (Address of principal executive offices) (817) 336-6817 ---------------------------------------------------- (Registrant's telephone number, including area code) NO CHANGE -------------------------------------------------------------- (Former name, former address and former fiscal year if changed since last report) 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 --- --- The number of shares of common stock, $1.25 par value, outstanding at September 30, 1998 was 6,514,694 shares. SUMMIT BANCSHARES, INC. INDEX PART I - FINANCIAL INFORMATION PAGE NO. Item 1. Financial Statements Consolidated Balance Sheets at September 30, 1998 and 1997 and at December 31, 1997 4 Consolidated Statements of Income for the Three Months and Nine Months Ended September 30, 1998 and 1997 and for the Year Ended December 31, 1997 5-6 Consolidated Statements of Changes in Shareholders' Equity for the Nine Months Ended September 30, 1998 and 1997 and for the Year Ended December 31, 1997 7 Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 1998 and 1997 and for the Year Ended December 31, 1997 8-9 Notes to Consolidated Financial Statements for the Nine Months Ended September 30, 1998 and 1997 and for the Year Ended December 31, 1997 10-21 The September 30, 1998 and 1997 and the December 31, 1997 financial statements included herein are unaudited; however, such information reflects all adjustments (consisting solely of normal recurring adjustments), which are, in the opinion of management of the registrant, necessary to a fair statement of the results for the interim periods. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations for the Nine Months Ended September 30, 1998 and 1997 22-29 2 PART II - OTHER INFORMATION Item 1. Legal Proceedings Item 2. Change in Securities Item 3. Defaults Upon Senior Securities Item 4. Submission of Matters to a Vote of Security Holders Item 5. Other Information Item 6. Exhibits and Reports on Form 8-K 3 PART I - FINANCIAL INFORMATION Item 1 - Financial Statements SUMMIT BANCSHARES, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Unaudited) September 30, (Unaudited) ----------------------- December 31, 1998 1997 1997 -------- -------- -------- ASSETS (In Thousands) CASH AND DUE FROM BANKS - NOTE 1 $ 20,127 $ 33,060 $ 30,487 FEDERAL FUNDS SOLD & DUE FROM TIME 37,135 23,485 35,760 INVESTMENT SECURITIES - NOTE 2 Securities Available-for-Sale, at fair value 74,787 58,595 60,476 Securities Held-to-Maturity, at cost (fair value of 46,036 47,712 45,151 $46,803,000, $47,908,000, and $45,360,000 September 30, 1998 and 1997 and December 31, 1997, respectively) LOANS - NOTE 3 Loans, Net of Unearned Discount 301,972 262,784 276,069 Allowance for Loan Losses (4,663) (3,682) (4,065) -------- -------- -------- LOANS, NET 297,309 259,102 272,004 PREMISES AND EQUIPMENT - NOTE 4 7,960 7,797 7,916 ACCRUED INCOME RECEIVABLE 3,835 3,368 3,442 OTHER REAL ESTATE - NOTE 5 71 151 151 OTHER ASSETS 4,969 2,928 4,407 -------- -------- -------- TOTAL ASSETS $492,229 $436,198 $459,794 ======== ======== ======== LIABILITIES AND SHAREHOLDERS' EQUITY DEPOSITS - NOTE 6 Noninterest-Bearing Demand $117,982 $114,198 $126,398 Interest-Bearing 306,452 270,025 275,326 -------- -------- -------- TOTAL DEPOSITS 424,434 384,223 401,724 SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE - NOTE 7 18,838 10,284 14,689 ACCRUED INTEREST PAYABLE 676 653 678 OTHER LIABILITIES 3,276 1,511 1,591 -------- -------- -------- TOTAL LIABILITIES 447,224 396,671 418,682 -------- -------- -------- COMMITMENTS AND CONTINGENCIES - NOTE 11 SHAREHOLDERS' EQUITY - NOTES 12, 14 AND 18 Common Stock - $1.25 Par Value; 20,000,000 shares authorized; 6,514,694, 3,243,846, and 6,501,332 shares issued and outstanding at September 30, 1998 and 1997 and at December 31, 1997, respectively 8,144 4,055 8,127 Capital Surplus 6,285 6,191 6,251 Retained Earnings 30,429 29,027 26,491 Unrealized Gain on Investment Securities Available for Sale, Net of Tax 661 254 243 Treasury Stock at Cost (28,200 shares at (514) -0- -0- -------- -------- -------- September 30, 1998) TOTAL SHAREHOLDERS' EQUITY 45,005 39,527 41,112 -------- -------- -------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $492,229 $436,198 $459,794 ======== ======== ======== The accompanying Notes should be read with these financial statements. 4 SUMMIT BANCSHARES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (Unaudited) (Unaudited) For the Nine Months Ended September 30, Year Ended December 31, --------------------------------------- 1998 1997 1997 ------- ------- ------- (In Thousands, Except Per Share Data) INTEREST INCOME Interest and Fees on Loans $20,789 $17,594 $24,063 Interest and Dividends on Investment Securities: Taxable 5,026 5,243 6,878 Exempt from Federal Income Taxes 38 15 23 Interest on Due From Time 30 -0- -0- Interest on Federal Funds Sold 1,505 593 1,008 ------- ------- ------- TOTAL INTEREST INCOME 27,388 23,445 31,972 ------- ------- ------- INTEREST EXPENSE Interest on Deposits 9,500 7,836 10,773 Interest on Securities Sold Under Agreements to Repurchase 496 369 528 ------- ------- ------- TOTAL INTEREST EXPENSE 9,996 8,205 11,301 ------- ------- ------- NET INTEREST INCOME 17,392 15,240 20,671 LESS: PROVISION FOR LOAN LOSSES - NOTE 3 539 633 900 ------- ------- ------- NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 16,853 14,607 19,771 ------- ------- ------- NON-INTEREST INCOME Service Charges and Fees on Deposits 1,504 1,389 1,890 Loss on Sale of Investment Securities -0- (1) (1) Other Income 1,235 1,019 1,376 ------- ------- ------- TOTAL NON-INTEREST INCOME 2,739 2,407 3,265 ------- ------- ------- NON-INTEREST EXPENSE Salaries and Employee Benefits 6,302 5,470 7,524 Occupancy Expense - Net 692 573 774 Furniture and Equipment Expense 882 668 919 Other Real Estate Owned Expense - Net 11 (29) (63) Other Expense - Note 8 2,594 2,368 3,164 ------- ------- ------- TOTAL NON-INTEREST EXPENSE 10,481 9,050 12,318 ------- ------- ------- INCOME BEFORE INCOME TAXES 9,111 7,964 10,718 APPLICABLE INCOME TAXES - NOTE 9 3,149 2,738 3,678 ------- ------- ------- NET INCOME $ 5,962 $ 5,226 $ 7,040 ======= ======= ======= NET INCOME PER SHARE - NOTE 14 Basic $ .92 $ .81 $ 1.09 Diluted .87 .77 1.04 The accompanying Notes should be read with these financial statements. 5 SUMMIT BANCSHARES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (Unaudited) For the Three Months Ended September 30, ----------------------------------- 1998 1997 ------ ------ (In Thousands, Except Per Share Data) INTEREST INCOME Interest and Fees on Loans $7,136 $6,264 Interest and Dividends on Investment Securities: Taxable 1,754 1,705 Exempt from Federal Income Taxes 12 6 Interest on Due From Time 30 -0- Interest on Federal Funds Sold 516 274 ------ ------ TOTAL INTEREST INCOME 9,448 8,249 ------ ------ INTEREST EXPENSE Interest on Deposits 3,270 2,840 Interest on Securities Sold Under Agreements to Repurchase 189 112 ------ ------ TOTAL INTEREST EXPENSE 3,459 2,952 ------ ------ NET INTEREST INCOME 5,989 5,297 LESS: PROVISION FOR LOAN LOSSES - NOTE 3 131 281 ------ ------ NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 5,858 5,016 ------ ------ NON-INTEREST INCOME Service Charges and Fees on Deposits 500 489 Other Income 413 336 ------ ------ TOTAL NON-INTEREST INCOME 913 825 ------ ------ NON-INTEREST EXPENSE Salaries and Employee Benefits 2,200 1,895 Occupancy Expense - Net 221 186 Furniture and Equipment Expense 298 237 Other Real Estate Owned (Income) Expense - Net 11 (21) Other Expense 810 831 ------ ------ TOTAL NON-INTEREST EXPENSE 3,540 3,128 ------ ------ INCOME BEFORE INCOME TAXES 3,231 2,713 APPLICABLE INCOME TAXES - NOTE 9 1,136 931 ------ ------ NET INCOME $2,095 $1,782 ====== ====== NET INCOME PER SHARE Basic $ .33 $ .28 Diluted .31 .26 The accompanying Notes should be read with these financial statements. 6 SUMMIT BANCSHARES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997 AND FOR THE YEAR ENDED DECEMBER 31, 1997 (Unaudited) Unrealized Common Stock Gain (Loss) --------------------- Capital Retained on Investment Treasury Shares Amount Surplus Earnings Securities-Net Stock Total --------- --------- --------- --------- -------------- --------- --------- (Dollars in Thousands, Except Per Share Data) BALANCE AT JANUARY 1, 1997 3,233,036 $ 4,041 $ 6,136 $ 24,675 $ 228 $ -0- $ 35,080 Net Income for the Nine Months Ended September 30, 1997 5,226 5,226 Stock Options Exercised 10,810 14 55 69 Cash Dividend $.135 Per Share (874) (874) Securities Available-for- Sale Adjustment 26 26 --------- --------- --------- --------- --------- --------- --------- BALANCE AT SEPTEMBER 30, 1997 3,243,846 4,055 6,191 29,027 254 -0- 39,527 Net Income for the Three Months Ended December 31, 1997 1,814 1,814 Stock Options Exercised 10,980 14 60 74 Two-for-One Stock Split 3,246,506 4,058 (4,058) -0- Cash Dividend $.045 Per Share (292) (292) Securities Available-for- Sale Adjustment (11) (11) --------- --------- --------- --------- --------- --------- --------- BALANCE AT DECEMBER 31, 1997 6,501,332 8,127 6,251 26,491 243 -0- 41,112 Purchase of Stock Held In Treasury (1,422) (1,422) Retirement of Stock Held In Treasury (45,000) (56) (852) 908 -0- Net Income for the Nine Months Ended September 30, 1998 5,962 5,962 Stock Options Exercised 58,362 73 34 107 Cash Dividend $.18 Per Share (1,172) (1,172) Securities Available-for- Sale Adjustment 418 418 --------- --------- --------- --------- --------- --------- --------- BALANCE AT SEPTEMBER 30, 1998 6,514,694 $ 8,144 $ 6,285 $ 30,429 $ 661 $ (514) $ 45,005 ========= ========= ========= ========= ========= ========= ========= The accompanying Notes should be read with these financial statements. 7 SUMMIT BANCSHARES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997 AND FOR THE YEAR ENDED DECEMBER 31, 1997 (Unaudited) September 30, (Unaudited) ---------------------- December 31, 1998 1997 1997 -------- -------- -------- (In Thousands) CASH FLOW FROM OPERATING ACTIVITIES: Net Income $ 5,962 $ 5,226 $ 7,040 -------- -------- -------- Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities: Depreciation and Amortization 775 604 840 Net Premium Amortization of Investment Securities 85 76 97 Provision for Loan Losses 539 633 900 Deferred Income Taxes 364 114 233 Loss on Sale of Investment Securities -0- 1 1 Writedown of Other Real Estate -0- 4 4 Net Gain From Sale of Other Real Estate (2) (21) (21) Net (Gain) Loss on Sale of Premises and Equipment (3) 12 12 Increase in Accrued Income and Other Assets (1,411) (1,230) (2,796) Increase in Accrued Expenses and Other Liabilities 1,683 228 333 -------- -------- -------- Total Adjustments 2,030 421 ( 397) -------- -------- -------- NET CASH PROVIDED BY OPERATING ACTIVITIES 7,992 5,647 6,643 -------- -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Increase in Federal Funds Sold (1,375) (3,135) (15,410) Proceeds from Matured and Prepaid Investment Securities . Held-to-Maturity 17,627 14,362 21,486 . Available-for-Sale 33,727 11,709 14,906 Proceeds from Sales of Investment Securities -0- 4,506 4,506 Purchase of Investment Securities . Held-to-Maturity (17,617) (8,285) (12,884) . Available-for-Sale (48,385) (11,622) (16,702) Loans Originated and Principal Repayments, Net (26,165) (42,932) (56,363) Recoveries of Loans Previously Charged-Off 198 277 439 Proceeds from Sale of Premises and Equipment 3 32 1 Proceeds from Sale of Other Real Estate 82 1 32 Purchases of Premises and Equipment (819) (1,309) (1,664) -------- -------- -------- NET CASH USED BY INVESTING ACTIVITIES (42,724) (36,396) (61,653) -------- -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Net Increase in Demand Deposits, Savings Accounts and Interest Bearing Transaction Accounts 21,095 25,734 41,081 Net Increase in Certificates of Deposit 1,615 13,466 15,620 Net Increase (Decrease) in Repurchase Agreements 4,149 (2,925) 1,480 Payments of Cash Dividends ( 1,172) (874) (1,166) Proceeds from Stock Options Exercised 107 69 143 Purchase of Treasury Stock ( 1,422) -0- -0- -------- -------- -------- NET CASH PROVIDED BY FINANCING ACTIVITIES 24,372 35,470 57,158 -------- -------- -------- NET INCREASE (DECREASE) IN CASH AND DUE FROM BANKS (10,360) 4,721 2,148 CASH AND DUE FROM BANKS AT BEGINNING OF PERIOD 30,487 28,339 28,339 -------- -------- -------- CASH AND DUE FROM BANKS AT END OF PERIOD $ 20,127 $ 33,060 $ 30,487 ======== ======== ======== 8 SUMMIT BANCSHARES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS - CONT'D FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997 AND FOR THE YEAR ENDED DECEMBER 31, 1997 (Unaudited) SUPPLEMENTAL SCHEDULE OF OPERATING AND INVESTING ACTIVITIES: (Unaudited) September 30, (Unaudited) ---------------------------- December 31, 1998 1997 1997 -------------- ------------ ----------- (In Thousands) (1) Interest Paid $9,998 $8,190 $11,260 (2) Income Taxes Paid 3,649 2,885 3,876 9 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SUMMIT BANCSHARES, INC. AND SUBSIDIARIES FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997 (UNAUDITED) AND FOR THE YEAR ENDED DECEMBER 31, 1997 (UNAUDITED) NOTE 1 - Summary of Significant Accounting Policies The accounting and reporting policies of Summit Bancshares, Inc. (the "Corporation") and Subsidiaries are in accordance with generally accepted accounting principles. A summary of the more significant policies follows: Basis of Presentation and Principles of Consolidation The consolidated financial statements of the Corporation include its accounts and those of its wholly-owned subsidiaries, Summit National Bank and Summit Community Bank, National Association (the "Subsidiary Banks") and Summit Bancservices, Inc., a wholly-owned operations subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Cash and Due From Banks The Subsidiary Banks are required to maintain certain balances at the Federal Reserve Bank based on their levels of deposits. During the first nine months of 1998 the average cash balance maintained at the Federal Reserve Bank was $644,000. Compensating balances held at correspondent banks, to minimize service charges, averaged approximately $16,461,000 during the same period. Investment Securities The Corporation has adopted Statement of Financial Accounting Standards No. 115, Accounting for Certain Investments in Debt and Equity Securities ("SFAS 115"). At the date of purchase, the Corporation is required to classify debt and equity securities into one of three categories: held-to- maturity, trading or available-for-sale. At each reporting date, the appropriateness of the classification is reassessed. Investments in debt securities are classified as held-to-maturity and measured at amortized cost in the financial statements only if management has the positive intent and ability to hold those securities to maturity. Securities that are bought and held principally for the purpose of selling them in the near term are classified as trading and measured at fair value in the financial statements with unrealized gains and losses included in earnings. Investments not classified as either held-to-maturity or trading are classified as available-for-sale and measured at fair value in the financial statements with unrealized gains and losses reported, net of tax, in a separate component of shareholders' equity until realized. The Corporation has the ability and intent to hold to maturity its investment securities classified as held-to-maturity; accordingly, no adjustment has been made for the excess, if any, of amortized cost over market. In determining the investment category classifications, management considers its asset/liability strategy, changes in interest rates and prepayment risk, the need to increase capital and other factors. Under certain circumstances (including the deterioration of the issuer's creditworthiness, a change in tax law, or statutory or regulatory requirements), the Corporation may change the investment security classification. In the periods reported for 1998 and 1997 the Corporation held no securities that would have been classified as trading securities. All investment securities are adjusted for amortization of premiums and accretion of discounts. Amortization of premiums and accretion of discounts are recorded to income over the contractual maturity or estimated life of the individual investment on the level yield method. Gain or loss on sale of investments is based upon the specific identification method and the gain or loss is recorded in non-interest income. Income earned on the Corporation's investments in state and political subdivisions is not taxable. 10 NOTE 1 - Summary of Significant Accounting Policies (cont'd.) Loans and Allowance for Loan Losses Loans are stated at the principal amount outstanding less unearned discount and the allowance for loan losses. Unearned discount on installment loans is recognized as income over the terms of the loans by a method approximating the interest method. Interest income on all other loans is recognized based upon the principal amounts outstanding. The accrual of interest on a loan is discontinued when, in the opinion of management, there is doubt about the ability of the borrower to pay interest or principal. Interest previously earned, but uncollected on such loans, is written off. When loans are put on non-accrual all payments received are applied to the principal and no interest income is recorded until the loan is returned to accrual status or the principal has been reduced to zero. The Corporation follows Statement of Financial Accounting Standards No. 114, "Accounting by Creditors for Impairment of a Loan," as amended by Statement of Financial Accounting Standards No. 118, "Accounting by Creditors for Impairment of a Loan - Income Recognition and Disclosure." Under this standard, the allowance for loan losses related to loans that are identified for evaluation in accordance with Statement No. 114 (impaired loans) is based on discounted cash flows using the loan's initial effective rate or the fair value of the collateral for certain collateral dependent loans. The allowance for loan losses is comprised of amounts charged against income in the form of a provision for loan losses as determined by management. Management's evaluation is based on a number of factors, including the Subsidiary Banks' loss experience in relation to outstanding loans and the existing level of the allowance, prevailing and prospective economic conditions, and management's continuing review of the discounted cash flow values of impaired loans and its evaluation of the quality of the loan portfolio. Loans are placed on non-accrual status when management believes that the borrower's financial condition, after giving consideration to economic and business conditions and collection efforts, is such that collection of interest is doubtful. Loans are charged against the allowance for loan losses when management believes that the collectibility of the principal is unlikely. Premises and Equipment Premises and equipment are stated at cost less accumulated depreciation. Depreciation expense is computed on the straight-line method based upon the estimated useful lives of the assets ranging from three to forty years. Maintenance and repairs are charged to operating expenses. Renewals and betterments are added to the asset accounts and depreciated over the periods benefitted. Depreciable assets sold or retired are removed from the asset and related accumulated depreciation accounts and any gain or loss is reflected in the income and expense accounts. Other Real Estate Other real estate is foreclosed property held pending disposition and is valued at the lower of its fair value or the recorded investment in the related loan. At foreclosure, if the fair value of the real estate acquired is less than the bank's recorded investment in the related loan, a writedown is recognized through a charge to the allowance for loan losses. Any subsequent reduction in value is recognized by a charge to income. Operating expenses of such properties, net of related income, and gains and losses on their disposition are included in non-interest expense. Federal Income Taxes The Corporation joins with its Subsidiaries in filing a consolidated federal income tax return. The Subsidiaries pay to the parent a charge equivalent to their current federal income tax based on the separate taxable income of the Subsidiaries. The Corporation and the Subsidiaries maintain their records for financial reporting and income tax reporting purposes on the accrual basis of accounting. Deferred income taxes are provided in accordance with Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes". Deferred income taxes are provided for accumulated temporary differences due to basic differences for assets and liabilities for financial reporting and income tax purposes. Realization of net deferred tax assets is dependent on generating sufficient future taxable income. Although realization is not assured, management believes it is more likely than not that all of the net deferred tax assets will be realized. The amount of the net deferred tax asset considered realizable, however, could be reduced in the near term if estimates of future taxable income are reduced. Cash and Cash Equivalents For the purpose of presentation in the Statements of Cash Flows, cash and cash equivalents are defined as those amounts included in the balance sheet caption "Cash and Due from Banks." Reclassification Certain reclassifications have been made to the 1997 financial statements to conform to the 1998 presentation. 11 NOTE 1 - Summary of Significant Accounting Policies (cont'd.) Earnings Per Common and Common Equivalent Share Earnings per common and common equivalent share is calculated by dividing net income by the weighted average number of common shares and common share equivalents. Stock options are regarded as common share equivalents and are therefore considered in earnings per share calculations, if dilutive. The number of common share equivalents is determined using the treasury stock method. Audited Financial Statements The consolidated balance sheet as of December 31, 1997, and the consolidated statements of income, changes in shareholders' equity and cash flows for the year ended December 31, 1997 are headed "unaudited" in these financial statements. These statements were reported in the Securities Exchange Commission Form 10-K as of December 31, 1997 as "audited" but are required to be reflected in these statements as unaudited because of the absence of an independent auditor's report. NOTE 2 - Investment Securities A summary of amortized cost and estimated fair values of investment securities is as follows (in thousands): September 30, 1998 --------------------------------------------- Gross Gross Amortized Unrealized Unrealized Fair Cost Gains Losses Value --------- ---------- ---------- --------- Investment Securities - Held-to-Maturity U.S. Treasury Securities $ 13,991 $ 319 $ -0- $ 14,310 U.S. Government Agencies and Corporations 25,377 401 (2) 25,776 U.S. Government Agency Mortgage Backed Securities 5,636 40 (3) 5,673 Obligations of States and Political Subdivisions 1,032 12 -0- 1,044 -------- ------ ---- -------- Total Held-to-Maturity Securities 46,036 772 (5) 46,803 -------- ------ ---- -------- Investment Securities - Available-for-Sale U.S. Treasury Securities 38,045 701 -0- 38,746 U.S. Government Agencies and Corporations 25,149 278 (6) 25,421 U.S. Government Agency Mortgage Backed Securities 9,531 31 (2) 9,560 Federal Reserve and Federal Home Loan Bank Stock 1,060 -0- -0- 1,060 -------- ------ ---- -------- Total Available-for-Sale Securities 73,785 1,010 (8) 74,787 -------- ------ ---- -------- Total Investment Securities $119,821 $1,782 $(13) $121,590 ======== ====== ==== ======== In the above schedule the amortized cost of Total Held-to-Maturity Securities of $46,036,000 and the fair value of Total Available-for-Sale Securities of $74,787,000 are reflected in Investment Securities on the consolidated balance sheet as of September 30, 1998 for a total of $120,823,000. A net unrealized gain of $1,002,000 is included in the Available-for-Sale Investment Securities balance. The unrealized gain, net of tax, is included in Shareholders' Equity. 12 NOTE 2 - Investment Securities (cont'd.) Investment securities with carrying value of $42,081,000 at September 30, 1998, were pledged to secure federal, state and municipal deposits and for other purposes as required or permitted by law. The fair value of these pledged securities totaled $43,659,000 at September 30, 1998. September 30, 1997 --------------------------------------------- Gross Gross Amortized Unrealized Unrealized Fair Cost Gains Losses Value --------- ---------- ----------- --------- Investment Securities - Held-to-Maturity U.S. Treasury Securities $ 22,980 $ 160 $ (23) $ 23,117 U.S. Government Agencies and Corporations 15,217 31 (16) 15,232 U.S. Government Agency Mortgage Backed Securities 8,925 48 (8) 8,965 Obligations of States and Political Subdivisions 590 4 -0- 594 --------- ---------- ----------- --------- Total Held-to-Maturity Securities 47,712 243 (47) 47,908 --------- ---------- ----------- --------- Investment Securities - Available-for-Sale U.S. Treasury Securities 52,466 377 (53) 52,790 U.S. Government Agencies and Corporations 2,991 12 -0- 3,003 U.S. Government Agency Mortgage Backed Securities 1,838 49 -0- 1,887 Federal Reserve and Federal Home Loan Bank Stock 915 -0- -0- 915 --------- ---------- ----------- --------- Total Available-for-Sale Securities 58,210 438 (53) 58,595 --------- ---------- ----------- --------- Total Investment Securities $ 105,922 $ 681 $ (100) $ 106,503 ========= ========== =========== ========= In the above schedule the amortized cost of Total Held-to-Maturity Securities of $47,712,000 and the fair value of Total Available-for-Sale Securities of $58,595,000 are reflected in Investment Securities on the consolidated balance sheet as of September 30, 1997 for a total of $106,307,000. A net unrealized gain of $385,000 is included in the Available-for-Sale Investment Securities balance. The unrealized gain, net of tax, is included in Shareholders' Equity. There were no sales of investment securities during the first nine months of 1998. Proceeds from sales of securities were $4,506,000 during the first nine months of 1997 with gains of $2,000 and losses of $3,000 were realized. For the year ended December 31, 1997, losses from sales of securities of $3,000 were realized, but were partially offset by gains of $2,000. NOTE 3 - Loans and Allowance for Loan Losses The book values of loans by major type follow (in thousands): September 30, December 31, ----------------------- 1998 1997 1997 -------- -------- -------- Commercial $130,780 $122,643 $127,800 Real Estate Mortgage 99,191 85,084 90,638 Real Estate Construction 40,067 24,725 26,290 Loans to Individuals 32,473 31,094 32,003 Less: Unearned Discount (539) (762) (662) -------- -------- -------- 301,972 262,784 276,069 Allowance for Loan Losses (4,663) (3,682) (4,065) -------- -------- -------- Loans - Net $297,309 $259,102 $272,004 ======== ======== ======== 13 NOTE 3 - Loans and Allowance for Loan Losses (cont'd.) Transactions in the allowance for loan losses are summarized as follows (in thousands): Nine Months Ended September 30, Year Ended ------------------------------ December 31, 1998 1997 1997 ------ ------ ------ Balance, Beginning of Period $4,065 $2,972 $2,972 Provisions, Charged to Income 539 633 900 Loans Charged-Off (139) (200) (246) Recoveries of Loans Previously Charged-Off 198 277 439 ------ ------ ------ Net Loans (Charged-Off) Recovered 59 77 193 ------ ------ ------ Balance, End of Period $4,663 $3,682 $4,065 ====== ====== ====== The provisions for loan losses charged to operating expenses during the nine months ended September 30, 1998 and September 30,1997 of $539,000 and $633,000, respectively, were considered adequate to maintain the allowance in accordance with the policy discussed in Note 1. For the year ended December 31, 1997, a provision of $900,000 was recorded. At September 30, 1998, the recorded investment in loans that are considered to be impaired under Statement of Financial Accounting Standards No. 114 was $6,159,000 (of which $6,159,000 were on non-accrual status). The related allowance for loan losses for these loans was $1,137,000. The average recorded investment in impaired loans during the nine months ended September 30, 1998 was approximately $4,812,000. For this period the Corporation recognized no interest income on these impaired loans. NOTE 4 - Premises and Equipment The investment in premises and equipment stated at cost and net of accumulated amortization and depreciation is as follows (in thousands): September 30, ---------------------- December 31, 1998 1997 1997 ------- ------- ------- Land $ 1,446 $ 2,170 $ 1,446 Buildings and Improvements 7,811 7,448 7,532 Furniture & Equipment 7,000 5,664 6,661 ------- ------- ------- Total Cost 16,257 15,282 15,639 Less: Accumulated Amortization and Depreciation (8,297) (7,485) (7,723) ------- ------- ------- Net Book Value $ 7,960 $ 7,797 $ 7,916 ======= ======= ======= NOTE 5 - Other Real Estate The carrying value of other real estate is as follows (in thousands): September 30, ---------------------- December 31, 1998 1997 1997 ------- ------- ------- Other Real Estate $ 71 $ 186 $ 185 Valuation Reserve -0- (35) (34) ----- ----- ----- Net Other Real Estate $ 71 $ 151 $ 151 ===== ===== ===== 14 NOTE 5 - Other Real Estate (cont'd.) Transactions in the valuation reserve are summarized as follows (in thousands): Nine Months Ended September 30, Year Ended -------------------------------- December 31, 1998 1997 1997 ---------------- -------------- ------------- Balance, Beginning of Period $ 34 $ 35 $ 35 Provisions Charged to Income -0- -0- -0- Reductions from Sales ( 34) -0- (1) ----- ----- ----- Balance, End of Period $ -0- $ 35 $ 34 ===== ===== ===== There were no direct writedowns of other real estate charged to income for the nine months ended September 30, 1998; however there was $4,000 for the nine months ended September 30,1997 and $4,000 for the year ended December 31, 1997. NOTE 6 - Deposits The book values of deposits by major type follow (in thousands): September 30, ---------------------- December 31, 1998 1997 1997 -------- -------- -------- Noninterest-Bearing Demand Deposits $117,982 $114,198 $126,398 -------- -------- -------- Interest-Bearing Deposits: Interest-Bearing Transaction Accounts and Money Market Funds 148,277 132,619 133,139 Savings 68,480 51,480 54,107 Savings Certificates - Time 52,489 51,926 51,685 Certificates of Deposits $100,000 or more 36,328 33,295 35,690 Other 878 705 705 -------- -------- -------- Total 306,452 270,025 275,326 -------- -------- -------- Total Deposits $424,434 $384,223 $401,724 ======== ======== ======== NOTE 7 - Securities Sold Under Repurchase Agreements Securities sold under repurchase agreements generally represent borrowings with maturities ranging from one to thirty days. Information relating to these borrowings is summarized as follows (in thousands): Nine Months Ended September 30, Year Ended -------------------------------- December 31, 1998 1997 1997 ------- ------- ------- Securities Sold Under Repurchase Agreements: Average $14,450 $11,050 $11,668 Period-End 18,838 10,284 14,689 Maximum Month-End Balance During Period 18,838 13,212 15,263 Interest Rate Average 4.59% 4.35% 4.45% Period-End 4.59 4.51 4.55 15 NOTE 8 - Other Non-Interest Expense The significant components of other non-interest expense are as follows (in thousands): Nine Months Ended September 30, Year Ended ------------------------------- December 31, 1998 1997 1997 ------ ------ ------ Business Development $ 459 $ 459 $ 588 Legal and Professional Fees 362 400 496 Printing and Supplies 305 267 373 Regulatory Fees and Assessments 123 123 160 Other 1,345 1,119 1,547 ------ ------ ------ Total $2,594 $2,368 $3,164 ====== ====== ====== NOTE 9 - Income Taxes Federal income taxes included in the consolidated balance sheets were as follows (in thousands): September 30, ------------------- December 31, 1998 1997 1997 ----- ----- ----- Current Tax Asset (Liability) $ 129 $ 61 $ (7) Deferred Tax Asset 820 547 672 ----- ----- ----- Total Included in Other Assets $ 949 $ 608 $ 665 ===== ===== ===== The deferred tax asset at September 30, 1998 of $820,000 included $341,000 related to unrealized gains on Available-for-Sale Securities. The components of income tax expense were as follows (in thousands): Nine Months Ended September 30, Year Ended --------------------------------- December 31, 1998 1997 1997 ------ ------ ------ Federal Income Tax Expense Current $3,513 $2,852 $3,911 Deferred (364) (114) (233) ------ ------ ------ Total Federal Income Tax Expense $3,149 $2,738 $3,678 ====== ====== ====== Effective Tax Rates 34.6% 34.4% 34.3% ====== ====== ====== The reasons for the difference between income tax expense and the amount computed by applying the statutory federal income tax rate to operating earnings are as follows (in thousands): Nine Months Ended September 30, Year Ended ------------------------------- December 31, 1998 1997 1997 ------ ------ ------ Federal Income Taxes at Statutory Rate of 34% $3,114 $2,708 $3,644 Effect of Tax Exempt Interest Income (15) (9) (12) Non-deductible Expenses 39 36 47 Other 11 3 (1) ------ ------ ------ Income Taxes Per Income Statement $3,149 $2,738 $3,678 ====== ====== ====== 16 NOTE 10 - Related Party Transactions The Subsidiary Banks have transactions made in the ordinary course of business with certain of its officers, directors and their affiliates. All loans included in such transactions are made on substantially the same terms, including interest rate and collateral, as those prevailing at the time for comparable transactions with other persons. Total loans outstanding to such parties amounted to approximately $3,443,000 at December 31, 1997. NOTE 11 - Commitments and Contingent Liabilities In the normal course of business, there are various outstanding commitments and contingent liabilities, such as guarantees and commitments to extend credit, which are not reflected in the financial statements. No losses are anticipated as a result of these transactions. Commitments are most frequently extended for real estate, commercial and industrial loans. At September 30, 1998, outstanding documentary and standby letters of credit totaled $2,868,000 and commitments to extend credit totaled $105,247,000. NOTE 12 - Stock Option Plans The Corporation has two Incentive Stock Option Plans, the 1993 Plan and the 1997 Plan, ("the Plans"). Each Plan has reserved 600,000 shares (adjusted for two-for-one stock splits in 1993, 1995 and 1997) of common stock for grants thereunder. The Plans provide for the granting to executive management and other key employees of Summit Bancshares, Inc. and subsidiaries incentive stock options, as defined under the current tax law. The options under the Plans will be exercisable for ten years from the date of grant and generally vest ratably over a five year period. Options will be and have been granted at prices which will not be less than 100-110% of the fair market value of the underlying common stock at the date of grant. The Corporation applies APB Opinion No. 25 and related Interpretations in accounting for its plans. Since the option prices are considered to approximate fair market value at date of grant, no compensation expense has been reported. Had compensation cost for these plans been determined consistent with Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based Compensation" the Corporation's net income and earnings per share would have been reduced by insignificant amounts on a proforma basis for the year ended December 31, 1997, and the nine months ended September 30, 1998. The following is a summary of transactions during the periods presented: Shares Under Option ---------------------------------------- Nine Months Ended Year Ended September 30, 1998 December 31, 1997 -------------------- ------------------ Outstanding, Beginning of Period 543,112 464,100 Additional Options Granted During the Period 3,000 118,752 Forfeited During the Period (5,400) (4,480) Exercised During the Period (64,662) (35,260) ------- ------- Outstanding, End of Period 476,050 543,112 ======= ======= Options outstanding at September 30, 1998 ranged in price from $3.00 to $19.25 per share with a weighted average exercise price of $5.26 and 351,758 shares exercisable. At September 30, 1998, there remained 527,900 shares reserved for future grants of options under the 1997 Plan. NOTE 13 - Employee Benefit Plans Pension Plan The Corporation has a defined benefit pension plan covering substantially all of its employees. The benefits are based on years of service and the employee's compensation history. The employee's compensation used in the benefit calculation is the highest average for any five consecutive years of employment within the employee's last ten years of employment. Funding for the plan is provided by employer contributions to trust funds in amounts determined by actuarial assumptions and valuation of the plan. Contributions are intended to provide not only for benefits attributed to service to date but also for those expected to be earned in the future. 17 NOTE 13 - Employee Benefit Plans (cont'd.) The table below sets forth the plan's funded status and amounts recognized in the Corporation's consolidated balance sheets at December 31 (in thousands): 1997 1996 -------- -------- Actuarial present value of benefit obligations: Accumulated benefit obligation, including vested benefits of $2,240,000 in 1997 and $1,647,000 in 1996 $2,420 $1,762 ====== ====== Projected benefit obligation for service rendered to date $3,035 $1,997 Plan assets at fair value, primarily listed stocks and U.S. bonds 2,883 2,192 ------ ------ Plan assets in excess of (less than) projected benefit obligation (152) 195 Unrecognized net loss from past experience different from that assumed and effect of changes in assumptions 396 21 Prior service cost not yet recognized in net periodic pension cost (12) 15 ------ ------ Net pension cost included in other assets $ 232 $ 231 ====== ====== Prepaid pension cost included the following components (in thousands): Year Ended December 31, ----------------------- 1997 1996 ------ ------ Service Cost - benefits earned during the period $ 227 $ 195 Interest cost on projected benefit obligation 157 131 Less: Actual return on plan assets (196) (153) Net amortization and deferral 5 (2) ------ ------ Net periodic pension cost $ 193 $ 171 ====== ====== The discount rate and rate of increase in future compensation levels used in determining the actuarial present value of the projected benefit obligation were 7 percent and 6 percent, respectively. The expected long-term rate of return on plan assets was 7 percent. The market value of plan assets at September 30, 1998 was $2,074,000. A contribution to the plan of $407,000 has been made in 1998. Prepaid pension cost at September 30, 1998 was $529,000. The accrual of benefits for participants was curtailed effective August 31, 1998. This curtailment of benefits is in preparation of terminating the plan in 1999. 401(k) Plan The Corporation implemented a 401(k) plan in December 1997 covering substantially all employees. The Corporation did not match the employee's contributions in 1997 nor to date in 1998. Management Security Plan In 1992, the Corporation established a Management Security Plan to provide key employees with retirement, death or disability benefits in addition to those provided by the Pension Plan. The expense charged to operations for such future obligations was $183,000 and $243,000 during the first nine months of 1998 and 1997, respectively, and $276,000 for the year 1997. Other Post Retirement Benefits The Corporation provides certain health care benefits for certain retired employees who bear all costs of these benefits. These benefits are covered under the "Consolidated Omnibus Budget Reconciliation Act" (COBRA). 18 NOTE 14 - Earnings per Share The following data shows the amounts used in computing earnings per share and the weighted average number of shares of dilutive potential common stock. The number of shares used in the calculations reflect a two-for-one stock split in December 1997 (dollars in thousands) September 30, ------------------------ December 31, 1998 1997 1997 ---------- ---------- ---------- Net income $ 5,962 $ 5,226 $ 7,040 ========== ========== ========== Weighted average number of common shares used in Basic EPS 6,503,876 6,474,342 6,478,795 Effect of dilutive stock options 329,947 304,973 321,081 ---------- ---------- ---------- Weighted number of common shares and dilutive potential common stock used in Diluted EPS 6,833,823 6,779,315 6,799,876 ========== ========== ========== NOTE 15 - Financial Instruments with Off-Balance Sheet Risk The Corporation is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include loan commitments, standby letters of credit and documentary letters of credit. The instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the financial statements. The Corporation's exposure to credit loss in the event of non-performance by the other party of these loan commitments and standby letters of credit is represented by the contractual amount of those instruments. The Corporation uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments. The total contractual amounts of financial instruments with off-balance sheet risk are as follows (in thousands): September 30, ------------------ 1998 1997 -------- -------- Financial Instruments Whose Contract Amounts Represent Credit Risk: Commitments to Extend Credit $105,247 $90,164 Documentary and Standby Letters of Credit 2,868 3,970 Since many of the loan commitments may expire without being drawn upon, the total commitment amount does not necessarily represent future cash requirements. The Corporation evaluates each customer's credit worthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Corporation upon extension of credit, is based on management's credit evaluation of the counterparty. Collateral held varies but may include accounts receivable, inventory, property, plant and equipment, owner occupied real estate and income-producing commercial properties. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. NOTE 16 - Concentrations of Credit Risk The Subsidiary Banks grant commercial, consumer and real estate loans in their direct market which is defined as Fort Worth and its surrounding area. The Board of Directors of each Subsidiary Bank monitors concentrations of credit by purpose, collateral and industry at least quarterly. Certain limitations for concentration are set by the Boards. Additional loans in excess of these limits must have prior approval of the bank's directors' loan committee. Although its Subsidiary Banks have diversified loan portfolios, a substantial portion of its debtors' abilities to honor their contracts is dependent upon the strength of the local and state economy. 19 NOTE 17 - Litigation Certain of the Subsidiary Banks are involved in legal actions arising in the ordinary course of business. It is the opinion of management, after reviewing such actions with outside legal counsel, that the settlement of these matters will not materially affect the Corporation's financial position. NOTE 18 - Stock Repurchase Plan On April 21, 1998, the Board of Directors approved a stock repurchase plan. The plan authorized management to purchase up to 325,654 shares of the Corporation's common stock over the next twelve months through the open market or in privately negotiated transactions in accordance with all applicable state and federal laws and regulations. In the first nine months of 1998, 73,200 shares were purchased by the Corporation through a similar repurchase plan in the open market and subsequently 45,000 shares have been canceled. NOTE 19 - Subsequent Event On October 20, 1998, the Board of Directors of the Corporation approved a quarterly dividend of $.06 per share to be paid on November 16, 1998 to shareholders of record on November 2, 1998. NOTE 20 - Fair Values of Financial Instruments The following methods and assumptions were used by the Corporation in estimating its fair value disclosures for financial instruments: Cash and cash equivalents: The carrying amounts reported in the balance sheet for cash and due from banks and federal funds sold approximate those assets' fair values. Investment securities (including mortgage-backed securities): Fair values for investment securities are based on quoted market prices, where available. If quoted market prices are not available, fair values are based on quoted market prices of comparable instruments. Loans: For variable-rate loans, fair values are based on carrying values. The fair values for fixed rate loans such as mortgage loans (e.g., one-to- four family residential) and installment loans are estimated using discounted cash flow analysis. The carrying amount of accrued interest receivable approximates its fair value. Deposit liabilities: The fair value disclosed for interest bearing and noninterest-bearing demand deposits, passbook savings, and certain types of money market accounts are, by definition, equal to the amount payable on demand at the reporting date or their carrying amounts. Fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities on time deposits. Short-term borrowings: The carrying amounts of borrowings under repurchase agreements approximate their fair values. 20 NOTE 20 - Fair Values of Financial Instruments (cont'd.) The estimated fair values of the Corporation's financial instruments are as follows (in thousands): September 30, ------------------------------------------ 1998 1997 -------------------- -------------------- Carrying Fair Carrying Fair Amount Value Amount Value --------- --------- --------- --------- Financial Assets Cash and due from banks $ 20,127 $ 20,127 $ 33,060 $ 33,060 Federal funds sold & due from time 37,135 37,135 23,485 23,485 Securities 120,560 121,590 106,307 106,503 Loans 301,972 301,548 262,784 261,734 Reserve for loan losses (4,663) (4,663) (3,682) (3,682) Financial Liabilities Deposits 424,434 424,776 384,223 384,451 Securities sold under repurchase agreements 18,838 18,838 10,284 10,284 Off-balance Sheet Financial Instruments Loan commitments 105,247 90,164 Letters of credit 2,868 3,970 NOTE 21 - Comprehensive Income The Corporation has adopted Financial Accounting Standards Board ("FASB") Statement of Financial Accounting Standards No. 130 "Reporting Comprehensive Income". This new standard requires an entity to report and display comprehensive income and its components. Comprehensive income is as follows (in thousands): For the Nine Months Ended September 30, --------------------------------------- Year Ended 1998 1997 December 31, 1997 ------------------ ------------------- ----------------- Net Income $5,962 $5,226 $7,040 Other Comprehensive Income: Unrealized gain (loss) on securities available-for-sale, net of tax 418 26 15 ------ ------ ------ Comprehensive Income $6,380 $5,252 $7,055 ====== ====== ====== 21 Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations Summary Net income for the third quarter of 1998 was $2,095,000, or $.31 diluted earnings per share, compared with $1,782,000, or $.26 diluted earnings per share, for the third quarter of 1997. On a per share basis, diluted net income increased 19.2% over the third quarter of the prior year. Net income for the first nine months of 1998 was $5,962,000, or .87 per diluted earnings per share, compared with $5,226,000, or .77 per diluted earnings per share for the first nine months of 1997. Per share amounts are based on average shares outstanding of 6,503,876 for the first nine months of 1998 and 6,474,342 for the comparable period of 1997 adjusted to 6,833,823 and 6,779,315, respectively to reflect stock options granted. Also, shares outstanding reflect a two-for-one stock split in December 1997. Outstanding loans at September 30, 1998 of $302.0 million represented an increase of $39.2 million, or 14.9%, over September 30,1997 and an increase of $25.9 million, or 9.4%, from December 31, 1997. Total deposits at September 30, 1998 of $424.4 million represented an increase of $40.2 million, or 10.5%, over September 30,1997 and an increase of $22.7million, or 5.7%, from December 31, 1997. In the third quarter, net interest income increased 13.1% over the previous year. An increase in non-interest expense of 13.2% partially offset the increase in net interest income. The following table summarizes the Corporation's performance for the three months and nine months ended September 30, 1998 and 1997 (tax equivalent basis and dollars in thousands). Three Months Ended Nine Months Ended September 30, September 30, ----------------- ------------------- 1998 1997 1998 1997 ------ ------ ------- ------- Interest Income $9,454 $8,254 $27,410 $23,458 Interest Expense 3,459 2,952 9,996 8,205 ------ ------ ------- ------- Net Interest Income 5,995 5,302 17,414 15,253 Provision for Loan Loss 131 281 539 633 ------ ------ ------- ------- Net Interest Income After Provision for Loan Loss 5,864 5,021 16,875 14,620 Non-Interest Income 913 825 2,739 2,407 Non-Interest Expense 3,540 3,128 10,481 9,050 ------ ------ ------- ------- Income Before Income Tax 3,237 2,718 9,133 7,977 Income Tax Expense 1,142 936 3,171 2,751 ------ ------ ------- ------- Net Income $2,095 $1,782 $ 5,962 $ 5,226 ====== ====== ======= ======= Net Income per Share- Basic $ .33 $ .28 $ .92 $ .81 Diluted .31 .26 .87 .77 Return on Average Assets 1.71% 1.68% 1.70% 1.73% Return on Average Stockholders' Equity 18.75% 18.17% 18.54% 18.74% 22 Summary of Earning Assets and Interest-Bearing Liabilities The following schedule presents average balance sheets that highlight earning assets and interest-bearing liabilities and their related rates earned and paid for the third quarter of 1998 and 1997 (rates on tax equivalent basis). Three Months ended September 30, -------------------------------------------------------------------- 1998 1997 --------------------------------------------- --------------------- Average Average Average Average Balances Interest Yield/Rate Balances Interest Yield/Rate ---------- -------- ----------- ---------- -------- ----------- (Dollars in Thousands) Earning Assets: Federal Funds Sold & Due Fr Time $ 38,743 $ 546 5.57% $ 19,432 $ 273 5.58% Investment Securities (Taxable) 115,539 1,754 6.03 110,201 1,705 6.14 Investment Securities (Tax-exempt) 1,101 18 6.81 592 10 6.55 Loans, Net of Unearned Discount/(1)/ 296,573 7,136 9.55 254,428 6,266 9.77 -------- ------ -------- ------ Total Earning Assets 451,956 9,454 8.30 384,653 8,254 8.51 ------ ------ Non-interest Earning Assets: Cash and Due From Banks 21,926 26,317 Other Assets 15,651 13,656 Allowance for Loan Losses (4,547) (3,545) -------- -------- Total Assets $484,986 $421,081 ======== ======== Interest-Bearing Liabilities: Interest-Bearing Transaction Accounts and Money Market Funds $146,627 1,369 3.70 $131,601 1,211 3.65 Savings & Premium Savings 65,542 731 4.43 50,514 548 4.30 Savings Certificates 52,098 664 5.06 51,080 646 5.02 Certificates of Deposit $100,000 or more 36,645 494 5.35 31,719 424 5.30 Other Time 868 12 5.59 705 10 5.54 Other Borrowings 16,395 189 4.57 9,890 113 4.52 -------- ------ -------- ------ Total Interest-Bearing Liabilities 318,175 3,459 4.31 275,509 2,952 4.25 ------ ------ Non-interest Bearing Liabilities: Demand Deposits 119,965 104,482 Other Liabilities 2,542 2,171 Shareholders' Equity 44,304 38,919 -------- -------- Total Liabilities and Shareholders' Equity $484,986 $421,081 ======== ======== Net Interest Income and Margin (Tax-equivalent Basis)/(2)/ $5,995 5.26 $5,302 5.47 ====== ====== (1) Loan interest income includes fees and loan volumes include loans on non- accrual. (2) Presented on a tax equivalent basis ("T/E") using a federal income tax rate of 34% in both years. 23 The following schedule presents average balance sheets that highlight earning assets and interest-bearing liabilities and their related rates earned and paid for the nine months ended September 30, 1998 and 1997 (rates on tax equivalent basis). Nine Months Ended September 30, ---------------------------------------------------------------------- 1998 1997 ------------------------------- ------------------------------- Average Average Average Average Balances Interest Yield/Rate Balances Interest Yield/Rate -------- -------- ---------- -------- -------- ---------- (Dollars in Thousands) Earning Assets: Federal Funds Sold & Due Fr Time $ 36,993 $ 1,535 5.55% $ 14,239 $ 589 5.53% Investment Securities (Taxable) 109,895 5,026 6.12 113,676 5,243 6.17 Investment Securities (Tax-exempt) 1,126 60 6.93 473 23 6.51 Loans, Net of Unearned Discount/(1)/ 288,200 20,789 9.65 242,215 17,599 9.71 -------- ------- -------- ------- Total Earning Assets 436,214 27,410 8.40 370,603 23,454 8.46 ------- ------- Non-interest Earning Assets: Cash and Due From Banks 22,087 24,283 Other Assets 15,546 13,144 Allowance for Loan Losses (4,333) (3,365) -------- -------- Total Assets $469,514 $404,665 ======== ======== Interest-Bearing Liabilities: Interest-Bearing Transaction Accounts & Money Market Funds $141,124 3,867 3.66 $127,444 3,380 3.55 Savings & Premium Savings 65,273 2,169 4.44 50,248 1,562 4.16 Savings Certificates 51,878 1,972 5.08 48,414 1,773 4.90 Certificates of Deposit $100,000 or more 36,447 1,454 5.33 28,672 1,103 5.14 Other Time 909 38 5.63 594 23 5.27 Other Borrowings 14,450 496 4.59 11,107 360 4.33 -------- ------- -------- ------- Total Interest-Bearing Liabilities 310,081 9,996 4.31 266,479 8,201 4.11 ------- ------- Non-interest Bearing Liabilities: Demand Deposits 114,024 98,766 Other Liabilities 2,409 2,147 Shareholders' Equity 43,000 37,273 -------- -------- Total Liabilities and Shareholders' Equity $469,514 $404.665 ======== ======== Net Interest Income and Margin (Tax-equivalent Basis)/(2)/ $17,414 5.34 $15,253 5.50 ======= ======= (1) Loan interest income includes fees and loan volumes include loans on non- accrual. (2) Presented on a tax equivalent basis ("T/E") using a federal income tax rate of 34% in both years. 24 Net Interest Income Net interest income (tax equivalent) for the third quarter of 1998 was $5,995,000 which represented an increase of $693,000, or 13.1%, over the third quarter of 1997. This increase was heavily contributed to by a 16.6% increase in average loans for the third quarter of 1998 versus the same quarter last year. The following table summarizes the effects of changes in interest rates, average volumes of earning assets and interest bearing liabilities on net interest income ( tax equivalent) for the periods ended September 30, 1998 and 1997. ANALYSIS OF CHANGES IN NET INTEREST INCOME (Dollars in Thousands) 3rd Qtr. 1998 vs. 3rd Qtr. 1997 Nine Months 1998 vs. Nine Months 1997 Increase (Decrease) Increase (Decrease) Due to Changes in: Due to Changes in: ------------------------------- ------------------------------- Volume Rate Total Volume Rate Total ------ ------- ------ ------ ----- ------ Interest Earning Assets: Federal Funds Sold & Due From Time $ 268 $ 0 $ 268 $ 944 $ 2 $ 946 Investment Securities (Taxable) 219 (167) 52 (174) (43) (217) Investment Securities (Tax-exempt) 9 0 9 35 2 37 Loans, Net of Unearned Discount 1,766 (895) 871 3,371 (181) 3,190 ------ ------- ------ ------ ----- ------ Total Interest Income 2,262 (1,062) 1,200 4,176 (220) 3.956 ------ ------- ------ ------ ----- ------ Interest-Bearing Liabilities: Deposits 392 39 431 1,281 378 1,659 Other Borrowings 75 1 76 113 23 136 ------ ------- ------ ------ ----- ------ Total Interest Expense 467 40 507 1,394 401 1,795 ------ ------- ------ ------ ----- ------ Net Interest Income $ 1,795 $(1,102) $ 693 $ 2,782 $ (621) $ 2,161 ====== ======= ====== ====== ===== ====== Allowance for Loan Losses and Non-Performing Assets The Corporation's allowance for loan losses was $4,663,000, or 1.54% of total loans, as of September 30, 1998 compared to $3,682,000, or 1.40% of total loans, as of September 30,1997. Transactions in the provision for loan losses are summarized as follows (in thousands): Three Months Ended Nine Months Ended September 30, September 30, -------------------- ---------------------- 1998 1997 1998 1997 ------ ------ ------ ------ Balance, Beginning of Period $4,413 $3,512 $4,065 $2,972 Provisions, Charged to Income 131 281 539 633 Loans Charged-Off (24) (129) (139) (200) Recoveries of Loans Previously Charged-Off 143 18 198 277 ------ ------ ------ ------ Net Loans (Charged-Off) Recovered 119 (111) 59 77 ------ ------ ------ ------ Balance, End of Period $4,663 $3,682 $4,663 $3,682 ====== ====== ====== ====== 25 The following table summarizes the non-performing assets as of the end of the last five quarters (in thousands). September 30, June 30, March 31, December 31, September 30, 1998 1998 1998 1997 1997 ------ ------ ------ ------ ------ Non-Accrual Loans $6,213 $6,830 $2,885 $2,112 $1,245 Other Real Estate Owned 71 71 151 151 151 ------ ------ ------ ------ ------ Total Non-Performing Assets $6,284 $6,901 $3,036 $2,263 $1,396 ====== ====== ====== ====== ====== Non-accrual loans to total loans were 2.06% at September 30, 1998 and non- performing assets were 2.17% of loans and other real estate owned at the same date. As of September 30, 1998, loans to four borrowers represent approximately 88% of the loans on non-accrual and three of four of these borrowers are current as to payment of principal and interest on their loans. The Corporation does not see this increase in non-accrual loans as a signal of a weakened local economy or a change in the Corporation's lending standards, rather this is the implementation of the Corporation's strict policy of identifying problem loans as soon as any difficulty a borrower may be experiencing is noted. The following table summarizes the relationship between non-performing loans, criticized loans and the allowance for loan losses (dollars in thousands). September 30, June 30, March 31, December 31, September 30, 1998 1998 1998 1997 1997 ------- ------- ------- ------ ------ Non-Performing Loans $ 6,482 $ 6,830 $ 2,885 $2,112 $1,245 Criticized Loans 11,524 11,737 12,484 9,295 7,896 Allowance for Loan Losses 4,663 4,413 4,192 4,065 3,681 Allowance for Loan Losses as a Percent of: Non-Performing Loans 72% 65% 145% 193% 296% Criticized Loans 40 38 34 44 47 Non-interest Income The major component of non-interest income is service charges on deposits. Other service fees are the majority of other non-interest income. The following table reflects the changes in non-interest income during the periods presented (dollars in thousands). Three Months Ended Nine Months Ended September 30, September 30, ----------------------------- ----------------------------- 1998 1997 % Change 1998 1997 % Change ------- ------- -------- -------- -------- -------- Service Charges on Deposit Accounts $ 500 $ 489 2.3% $1,504 $1,389 8.3% Non-recurring Income 32 33 -- 186 120 -- Other Non-interest Income 381 303 25.3 1,049 898 16.7 ----- ----- ---- ------ ------ Total Non-interest Income $ 913 $ 825 10.5 $2,739 $2,407 13.7 ===== ===== ====== ====== Non-recurring income is primarily interest recovered on loans charged- off in prior years and gains on sales of assets taken in satisfaction of debt in prior years. 26 Non-interest Expense Non-interest expenses include all expenses other than interest expense, provision for loan losses and income tax expense. The following table summarizes the changes in non-interest expense during the periods presented (dollars in thousands). Three Months Ended September 30, Nine Months Ended September 30, 1998 1997 % Change 1998 1997 % Change ------ ------ ------ ------- ------ ------ Salaries & Employee Benefits $2,200 $1,895 16.1% $ 6,302 $5,470 15.2% Occupancy Expense - Net 221 186 18.8 692 573 20.8 Furniture and Equipment Expense 298 237 25.7 882 668 32.0 Other Real Estate Expense - Net 11 (21) -- 11 (29) -- Other Expenses: Business Development 156 186 (16.1) 459 459 -- Insurance - Other 27 25 8.0 73 72 1.4 Legal & Professional Fees 110 152 (27.6) 362 400 (9.5) Taxes - Other 70 54 29.6 237 127 86.6 Postage & Courier 73 77 (5.2) 214 209 2.4 Printing & Supplies 103 93 10.8 305 267 14.2 Regulatory Fees & Assessments 39 38 2.6 123 123 -- Other Operating Expenses 232 206 12.6 821 711 15.5 ------ ------ ------- ------ Total Other Expenses 810 831 (2.5) 2,594 2,368 9.5 ------ ------ ------- ------ Total Non-interest Expense $3,540 $3,128 13.2 $10,481 $9,050 15.8 ====== ====== ======= ====== Total non-interest expense increased 13.2% in the third quarter of 1998 over 1997, reflecting increases in salaries and benefits, occupancy expense, furniture and equipment expenses, taxes-other and printing and supplies. As a percent of average assets, non-interest expenses were 2.90% in the third quarter of 1998 and 2.95% in the same period of 1997. The "efficiency ratio" (non- interest expenses divided by total non-interest income plus net interest income) was 51.2% for the third quarter of 1998. These measures of operating efficiency compare very favorably to other financial institutions in the Corporation's peer group. The increase in salaries and employee benefits for the third quarter of 1998 is due to salary merit increases, incentive compensation accrual increases, and an increase in pension plan expense. Also, the average number of full-time equivalent employees increased by 29 to an average full-time equivalent of 171 from the number twelve months prior. This increase in number of employees reflects the opening of a new banking office in 1997 in addition to the adding of several lending staff members in 1997. The increase in occupancy expense is also due to the cost of the new branch banking office noted above. The increase in furniture and equipment expense is primarily a result of increased depreciation for new technology related equipment acquired in the last half of 1997. Taxes-other increased due to state franchise taxes paid on higher levels of taxable capital and the loss of certain tax credits that were available in prior periods. Printing and supplies expenses increased primarily due to expenses related to new customer services such as debit cards and imaged customer account statements. The increase in Other Operating Expenses includes an increase in communications expense related to implementation of improved telephone lines to support new PC network services in the last half of 1997. Interest Rate Sensitivity Interest rate sensitivity is the relationship between changes in market interest rates and net interest income due to the repricing characteristics of assets and liabilities. 27 The following table, commonly referred to as a "static gap report", indicates the interest rate sensitivity position at September 30, 1998 and may not be reflective of positions in subsequent periods (dollars in thousands): Total Repriced Matures or Reprices within: Rate After -------------------------------- Sensitive 1 Year or 30 Days 31-180 181 to One Year Non-interest or Less Days One Year or Less Sensitive Total -------- ------- -------- -------- -------- -------- Earning Assets: Loans $159,668 $20,794 $ 15,202 $195,664 $106,308 $301,972 Investment Securities 11,122 10,931 31,820 53,873 66,950 120,823 Federal Funds Sold & Due From Time 37,135 -0- -0- 37,135 -0- 37,135 -------- ------- -------- -------- -------- -------- Total Earning Assets 207,925 31,725 47,022 286,672 173,258 459,930 -------- ------- -------- -------- -------- -------- Interest Bearing Liabilities: Interest-Bearing Transaction Accounts and Savings 216,756 -0- -0- 216,756 -0- 216,757 Certificate of Deposits >$100,000 9,560 14,788 9,341 33,689 2,639 36,328 Other Time Deposits 8,699 24,717 13,315 46,731 6,636 53,367 Repurchase Agreements 18,837 -0- -0- 18,837 -0- 18,838 -------- ------- -------- -------- -------- -------- Total Interest Bearing Liabilities 253,852 39,505 22,656 316,013 9,277 325,290 -------- ------- -------- -------- -------- -------- Interest Sensitivity Gap $(45,927) $(7,780) $ 24,366 $(29,341) $163,981 $134,640 ======== ======= ======== ======== ======== ======== Cumulative Gap $(45,927) $(53,707) $(29,341) ======== ======== ======== Cumulative Gap to Total Earning Assets (9.99%) (11.68%) (6.38%) Cumulative Gap to Total Assets (9.33%) (10.91%) (5.96%) The preceding static gap report reflects a cumulative liability sensitive position during the one year horizon. An inherent weakness of this report is that it ignores the relative volatility any one category may have in relation to other categories or market rates in general. For instance, the rate paid on NOW accounts typically moves slower than the three month T-Bill. Management attempts to capture this relative volatility by utilizing a simulation model with a "beta factor" adjustment which estimates the volatility of rate sensitive assets and/or liabilities in relation to other market rates. Beta factors are an estimation of the long term, multiple interest rate environment relation between an individual account and market rates in general. For instance, NOW, savings and money market accounts, which are repriceable within 30 days will have considerably lower beta factors than variable rate loans and most investment categories. Taking this into consideration, it is quite possible for a bank with a negative cumulative gap to total asset ratio to have a positive "beta adjusted" gap risk position. As a result of applying the beta factors established by management to the earning assets and interest bearing liabilities in the static gap report via a simulation model, the negative cumulative gap to total assets ratio at one year of (5.96%) was reversed to a positive 15.22% "beta adjusted" gap position. Management feels that the "beta adjusted" gap risk technique more accurately reflects the Corporation's gap position. Capital The Federal Reserve Board has guidelines for capital to total assets (leverage) and capital standards for bank holding companies. The Comptroller of the Currency also has similar guidelines for national banks. These guidelines require a minimum level of Tier I capital to total assets of 3 percent. A banking organization operating at or near these levels is expected to have well- diversified risk, excellent asset quality, high liquidity, good earnings and in general be considered a strong banking organization. Organizations not meeting these characteristics are expected to operate well above these minimum capital standards. Thus, for all but the most highly rated organizations, the minimum Tier I leverage ratio is to be 3 percent plus minimum additional cushions of at least 100 to 200 basis points. At the discretion of the regulatory authorities, additional capital may be required. At September 30, 1998, the Corporation had a leverage ratio of 9.1%. 28 The Federal Reserve Board and Comptroller of the Currency also have risk- adjusted capital adequacy guidelines. Capital under these new guidelines is defined as Tier I and Tier II. At Summit Bancshares, Inc. the only components of Tier I and Tier II capital are shareholders' equity and a portion of the allowance for loan losses, respectively. The guidelines also stipulate that four categories of risk weights (0, 20, 50 and 100 percent), primarily based on the relative credit risk of the counterparty, be applied to the different types of balance sheet assets. Risk weights for all off-balance sheet exposures are determined by a two-step process whereby the face value of the off-balance sheet item is converted to a "credit equivalent amount" and that amount is assigned to the appropriate risk category. The regulatory minimum ratio for total qualifying capital is 8.00% of which 4.00% must be Tier I capital. At September 30, 1998, the Corporation's Tier I capital represented 14.1% of risk weighted assets and total qualifying capital (Tier I and Tier II) represented 15.3% of risk weighted assets. Both ratios are well above current regulatory guidelines. Impact of the Year 2000 Issue The Year 2000 Issue is the result of computer programs being written using two digits rather than four to define the applicable year. Any of the Corporation's computer programs that have date-sensitive software may recognize a date as "00" as the year 1900 rather than the year 2000. This could result in a system failure or miscalculations causing disruptions of operations, including, among other things, a temporary inability to process transactions or engage in normal business activities. Based on a recent assessment, the Corporation determined that it will be required to modify or replace portions of its software so that its computer systems will properly utilize dates beyond December 31, 1999. The Corporation presently believes that with modifications to existing software, the Year 2000 Issue could have material impact on the operations of the Corporation. The Corporation will utilize both internal and external resources to correct and test the software for the Year 2000 modifications. The Corporation plans to substantially complete the Year 2000 project not later than December 31, 1998. The projected total remaining cost of the Year 2000 project is not material to the financial condition of the Corporation. The costs of the project and the date on which the Corporation plans to complete the Year 2000 modifications are based on management's best estimates, which were derived utilizing numerous assumptions of future events including the continued availability of certain resources, third party modification plans and other factors. However, there can be no guarantee that these estimates will be achieved and actual results could differ materially from those plans. Specific factors that might cause such material differences include, but are not limited to, the availability and cost of personnel trained in this area, the ability to locate and correct all relevant computer codes and similar uncertainties. 29 PART II - OTHER INFORMATION Item 1. Legal Proceedings Not applicable Item 2. Change 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 Item 6. Exhibits and Reports on Form 8-K (a) Exhibits 11 Computation of Earnings Per Common Share 27 Financial Data Schedule (b) No Reports on Form 8-K were filed during the period ending September 30, 1998 30 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. SUMMIT BANCSHARES, INC. Registrant Date: November 10,1998 By: /s/ Philip E. Norwood ------------------ ------------------------------------------ Philip E. Norwood, Chairman Date: November 10,1998 By: /s/ Bob G. Scott ------------------ ------------------------------------------ Bob G. Scott, Executive Vice President and Chief Operating Officer (Chief Accounting Officer) 31 EXHIBIT INDEX Exhibit Page No. - ------- -------- 11 Computation of Earnings Per Common Share 27 Financial Data Schedule