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 June 30, 2002; 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
(State of Incorporation)
  75-1694807
(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 June 30, 2002 was 6,268,039 shares.




 

 


SUMMIT BANCSHARES, INC.

INDEX

      Page No.
PART I FINANCIAL INFORMATION  
     
     
     
Item 1. Financial Statements  
     
     
  Consolidated Balance Sheets at June 30, 2002 and 2001 and at December 31, 2001 4
     
     
  Consolidated Statements of Income for the Six Months Ended June 30, 2002 and 2001
   and for the Year Ended December 31, 2001
5
     
     
  Consolidated Statements of Income for the Three Months Ended June 30, 2002 and
   2001
6
     
     
  Consolidated Statements of Changes in Shareholders’ Equity for the Six Months Ended
   June 30, 2002 and 2001 and for the Year Ended December 31, 2001
7
     
     
  Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2002 and
   2001 and for the Year Ended December 31, 2001
8
     
     
  Notes to Consolidated Financial Statements for the Six Months Ended June 30, 2002
   and 2001 and for the Year Ended December 31, 2001
9-20
     

The June 30, 2002 and 2001 and the December 31, 2001 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 Six Months Ended June 30, 2002 and 2001
21-29
     
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)
June 30,
(Unaudited)
December 31,

2002 2001 2001



(In Thousands)

    ASSETS
      
CASH AND DUE FROM BANKS – NOTE 1   $27,326   $29,057   $29,178  
FEDERAL FUNDS SOLD & DUE FROM TIME    22,083    49,259    2,284  
INVESTMENT SECURITIES – NOTE 2                 
   Securities Available-for-Sale, at fair value    144,314    125,781    160,136  
LOANS – NOTES 3, 11 AND 17                 
   Loans, Net of Unearned Discount    466,974    402,432    430,754  
     Allowance for Loan Losses    (6,394 )  (5,745 )  (6,015 )



       LOANS, NET    460,580    396,687    424,739  
                
PREMISES AND EQUIPMENT – NOTE 4    9,112    8,048    8,131  
ACCRUED INCOME RECEIVABLE    4,065    4,310    4,411  
OTHER REAL ESTATE – NOTE 5    -0-    -0-    -0-  
OTHER ASSETS    6,548    6,707    7,077  



                
       TOTAL ASSETS   $674,028   $619,849   $635,956  



                

    LIABILITIES AND SHAREHOLDERS’ EQUITY
                
DEPOSITS – NOTE 6                 
   Noninterest-Bearing Demand   $163,440   $140,601   $150,040  
   Interest-Bearing    398,374    401,965    393,763  



                
       TOTAL DEPOSITS    561,814    542,566    543,803  
                
SHORT TERM BORROWINGS – NOTE 7    45,629    14,945    28,366  
ACCRUED INTEREST PAYABLE    440    904    605  
OTHER LIABILITIES    2,659    2,818    2,646  



                
       TOTAL LIABILITIES    610,542    561,233    575,420  



                
COMMITMENTS AND CONTINGENCIES – NOTES 12, 14, 16
   AND 18
                
                
SHAREHOLDERS’ EQUITY – NOTES 13, 15 AND 19                 
   Common Stock - $1.25 Par Value; 20,000,000 shares
      authorized;6,268,039, 6,360,673 and 6,262,961 shares issued
      and outstanding at June 30, 2002 and 2001 and at December 31,
      2001, respectively
   7,835    7,951    7,829  
   Capital Surplus    6,924    6,831    6,865  
   Retained Earnings    47,236    43,204    44,166  
   Accumulated Other Comprehensive Income – Unrealized Gain on
      Available-for-Sale Investment Securities, Net of Tax
   1,772    1,411    1,694  
   Treasury Stock at Cost (12,600, 40,000 and 1,000 shares at
      June 30, 2002 and 2001 and at December 31, 2001, respectively)
   (281 )  (781 )  (18 )



                
       TOTAL SHAREHOLDERS’ EQUITY    63,486    58,616    60,536  



                
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY   $674,028   $619,849   $635,956  




The accompanying Notes should be read with these financial statements.

4


SUMMIT BANCSHARES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)
For the Six Months Ended
June 30,
(Unaudited)
Year Ended
December 31,

2002 2001 2001



(In Thousands, Except Per Share Data)
                
INTEREST INCOME                 
   Interest and Fees on Loans   $15,577   $18,051   $34,548  
   Interest and Dividends on Investment Securities:                 
     Taxable    3,510    4,125    7,966  
     Exempt from Federal Income Taxes    37    6    11  
   Interest on Federal Funds Sold and Due From Time    91    1,458    1,972  



                
       TOTAL INTEREST INCOME    19,215    23,640    44,497  



                
INTEREST EXPENSE                 
   Interest on Deposits    4,041    8,794    14,967  
   Interest on Short Term Borrowings    290    378    559  
   Interest on Note Payable    -0-    -0-    1  



                
       TOTAL INTEREST EXPENSE    4,331    9,172    15,527  



                
       NET INTEREST INCOME    14,884    14,468    28,970  
                
LESS: PROVISION FOR LOAN LOSSES – NOTE 3    1,015    490    1,755  



                
       NET INTEREST INCOME AFTER                 
       PROVISION FOR LOAN LOSSES    13,869    13,978    27,215  



                
NON-INTEREST INCOME                 
   Service Charges and Fees on Deposits    1,368    1,146    2,400  
   Other Income    1,214    1,003    2,116  



                
       TOTAL NON-INTEREST INCOME    2,582    2,149    4,516  



                
NON-INTEREST EXPENSE                 
   Salaries and Employee Benefits - NOTE 14    5,740    5,132    10,564  
   Occupancy Expense - Net    570    624    1,294  
   Furniture and Equipment Expense    772    727    1,472  
   Other Real Estate Owned and Foreclosed Asset Expense - Net    108    127    224  
   Merger Related Expense - NOTE 9    -0-    598    598  
   Other Expense – NOTE 9    2,134    2,067    4,113  



                
       TOTAL NON-INTEREST EXPENSE    9,324    9,275    18,265  



                
       INCOME BEFORE INCOME TAXES    7,127    6,852    13,466  
                
APPLICABLE INCOME TAXES – NOTE 10    2,447    2,365    4,664  



                
       NET INCOME   $4,680   $4,487   $8,802  



                
       NET INCOME PER SHARE – NOTE 15                 
       Basic   $0.75   $0.71   $1.39  
       Diluted    0.73    0.69    1.36  

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
June 30,

2002 2001


(In Thousands, Except
Per Share Data)
INTEREST INCOME            
   Interest and Fees on Loans   $7,913   $8,967  
   Interest and Dividends on Investment Securities:            
     Taxable    1,662    1,980  
     Exempt from Federal Income Taxes    19    3  
   Interest on Federal Funds Sold and Due From Time    72    604  


           
       TOTAL INTEREST INCOME    9,666    11,554  


           
INTEREST EXPENSE            
   Interest on Deposits    2,044    4,105  
   Interest on Short Term Borrowings    155    167  


           
       TOTAL INTEREST EXPENSE    2,199    4,272  


           
       NET INTEREST INCOME    7,467    7,282  
           
LESS: PROVISION FOR LOAN LOSSES - NOTE 3    470    310  


           
       NET INTEREST INCOME AFTER            
       PROVISION FOR LOAN LOSSES    6,997    6,972  


           
NON-INTEREST INCOME            
   Service Charges and Fees on Deposits    723    592  
   Other Income    609    519  


       TOTAL NON-INTEREST INCOME    1,332    1,111  


           
NON-INTEREST EXPENSE            
   Salaries and Employee Benefits - NOTE 14    2,873    2,593  
   Occupancy Expense - Net    318    315  
   Furniture and Equipment Expense    368    366  
   Other Real Estate Owned and Foreclosed Asset Expense - Net    39    46  
   Other Expense    1,083    1,132  


           
       TOTAL NON-INTEREST EXPENSE    4,681    4,452  


           
       INCOME BEFORE INCOME TAXES    3,648    3,631  
           
APPLICABLE INCOME TAXES - NOTE 10    1,254    1,255  


           
       NET INCOME   $2,394   $2,376  


           
       NET INCOME PER SHARE - NOTE 15            
       Basic   $0.38   $0.38  
       Diluted    0.37    0.37  

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 SIX MONTHS ENDED JUNE 30, 2002 AND 2001
AND FOR THE YEAR ENDED DECEMBER 31, 2001
(Unaudited)

Common Stock Capital Retained Accumulated
Other
Comprehensive
Income - Net
Unrealized
Gain on
Investment
Treasury Total
Share-
Holder’s

Shares Amount Surplus Earnings Securities Stock Equity







(Dollars in Thousands, Except Per Share Data)
BALANCE AT January 1, 2001    6,362,278   $7,953   $6,678   $40,655   $285   $-0-   $55,571  
                                    
Stock Options Exercised    28,400    35    153                   188  
Purchases of Stock Held in Treasury                             (1,358 )  (1,358 )
Retirement of Stock Held in
   Treasury
   (30,005 )  (37 )       (540 )       577    -0-  
Cash Dividend -$.22 Per Share                   (1,398 )            (1,398 )
Net Income for the Six Months
   Ended June 30, 2001
                  4,487              4,487  
Securities Available-for-Sale
   Adjustment
                       1,126         1,126  

Total Comprehensive Income -
   NOTE 22
                                 5,613  







                                    
BALANCE AT June 30, 2001    6,360,673    7,951    6,831    43,204    1,411    (781 )  58,616  
                                    
Stock Options Exercised    9,800    13    34                   47  
Purchases of Stock Held in Treasury                             (1,341 )  (1,341 )
Retirement of Stock Held in
   Treasury
   (107,512 )  (135 )       (1,969 )       2,104    -0-  
Cash Dividend -$.22 Per Share                   (1,384 )            (1,384 )
Net Income for the Six Months
   Ended December 31, 2001
                  4,315              4,315  
Securities Available-for-Sale
   Adjustment
                       283         283  

Total Comprehensive Income -
   NOTE 22
                                 4,598  







                                    
BALANCE AT December 31, 2001    6,262,961    7,829    6,865    44,166    1,694    (18 )  60,536  
                                    
Stock Options Exercised    11,100    14    59                   73  
Purchases of Stock Held in Treasury                             (378 )  (378 )
Retirement of Stock Held in
   Treasury
   (6,022 )  (8 )       (107 )       115    -0-  
Cash Dividend -$.24 Per Share                   (1,503 )            (1,503 )
Net Income for the Six Months
   Ended June 30, 2002
                  4,680              4,680  
Securities Available-for-Sale
   Adjustment
                       78         78  

Total Comprehensive Income -
   NOTE 22
                                 4,758  







BALANCE AT June 30, 2002    6,268,039   $7,835   $6,924   $47,236   $1,772   $(281 ) $63,486  








The accompanying Notes should be read with these financial statements.

7


SUMMIT BANCSHARES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2001
AND FOR THE YEAR ENDED DECEMBER 31, 2001

(Unaudited)
For the Six Months Ended
June 30,
(Unaudited)
Year Ended
December 31,

2002 2001 2001



(In Thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:                 
   Net Income   $4,680   $4,487   $8,802  
   Adjustments to Reconcile Net Income to Net                 
     Cash Provided by Operating Activities:                 
       Depreciation and Amortization    545    532    1,058  
       Net Premium Amortization (Accretion) of Investment Securities    424    (36 )  240  
       Provision for Loan Losses    1,015    490    1,755  
       Deferred Income Taxes Benefit    (235 )  (253 )  (480 )
       Net Gain on Sale of Investment Securities    (2 )  -0-    -0-  
       Writedown of Other Real Estate    -0-    11    11  
       Writedown of Foreclosed Assets    -0-    301    300  
       Net Gain From Sale of Other Real Estate    -0-    (308 )  (308 )
       Net Loss From Sale of Premises and Equipment    11    -0-    1  
       Net Decrease (Increase) in Accrued Income and Other Assets    669    (1,385 )  (252 )
       Net Decrease in Accrued Expenses and and Other Liabilities    (152 )  (252 )  (723 )



       Total Adjustments    2,275    (900 )  1,602  



       NET CASH PROVIDED BY OPERATING ACTIVITIES    6,955    3,587    10,404  



CASH FLOWS FROM INVESTING ACTIVITIES:                 
   Net (Increase) Decrease in Federal Funds Sold and Due From Time    (19,799 )  (2,798 )  44,177  
   Proceeds from Matured and Prepaid Investment Securities                 
     - Held-to-Maturity    -0-    15,000    15,000  
     - Available-for-Sale    25,969    60,186    85,127  
   Proceeds from Sales of Investment Securities    49,976    9,987    60,139  
   Purchase of Investment Securities                 
     - Available-for-Sale    (60,430 )  (59,565 )  (168,860 )
   Loans Originated and Principal Repayments, Net    (36,907 )  (20,868 )  (51,670 )
   Recoveries of Loans Previously Charged-Off    56    81    268  
   Proceeds from Sale of Premises and Equipment    27    126    126  
   Proceeds from Sale of Other Real Estate & Repossessed Assets    388    941    716  
   Purchases of Premises and Equipment    (1,553 )  (582 )  (1,191 )



       NET CASH PROVIDED (USED) BY INVESTING ACTIVITIES    (42,273 )  2,508    (16,168 )



CASH FLOWS FROM FINANCING ACTIVITIES:                 
   Net Increase in Demand Deposits, Savings                 
     Accounts and Interest Bearing Transaction Accounts    20,309    6,890    34,868  
   Net Decrease in Certificates of Deposit    (2,298 )  (3,991 )  (30,731 )
   Net Increase (Decrease) in Short Term Borrowings    17,263    (4,964 )  8,456  
   Payments of Cash Dividends    (1,503 )  (1,398 )  (2,782 )
   Proceeds from Stock Options Exercised    73    188    235  
   Purchase of Treasury Stock    (378 )  (1,358 )  (2,699 )



       NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES    33,466    (4,633 )  7,347  



NET INCREASE (DECREASE) IN CASH AND DUE FROM BANKS    (1,852 )  1,462    1,583  
CASH AND DUE FROM BANKS AT BEGINNING OF PERIOD    29,178    27,595    27,595  



CASH AND DUE FROM BANKS AT END OF PERIOD   $27,326   $29,057   $29,178  



SUPPLEMENTAL SCHEDULE OF OPERATING AND INVESTING
   ACTIVITIES
                
   Interest Paid   $4,496   $9,359   $16,013  
   Income Taxes Paid    2,132    2,607    5,555  
   Bank Financed Sales of Other Real Estate    -0-    -0-    440  

The accompanying Notes should be read with these financial statements.

8


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SUMMIT BANCSHARES, INC. AND SUBSIDIARIES
FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2001 (UNAUDITED)
AND FOR THE YEAR ENDED DECEMBER 31, 2001 (UNAUDITED)

NOTE 1 - Summary of Significant Accounting Policies

            The accounting and reporting policies of Summit Bancshares, Inc. and Subsidiaries are in accordance with accounting principles generally accepted in the United States of America and the prevailing practices within the banking industry. A summary of the more significant policies follows:

Basis of Presentation and Principles of Consolidation

            The consolidated financial statements of Summit Bancshares, Inc. (hereinafter, collectively with its Subsidiaries, the “Corporation”), include its accounts and its direct and indirect wholly-owned subsidiaries, Summit Delaware Financial Corporation and Summit Bank, National Association (the “Bank”). All significant intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates

            The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 Bank is required to maintain certain noninterest-bearing cash balances at the Federal Reserve Bank based on its level of deposits. During the first six months of 2002 the average cash balance maintained at the Federal Reserve Bank was $1,348,000. Compensating balances held at other correspondent banks, to minimize service charges, averaged approximately $18,527,000 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 at the time of purchase of securities, 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 2002 and 2001 the Corporation held no securities that would have been classified as trading securities.

9


NOTE 1 - Summary of Significant Accounting Policies (cont’d.)

            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.

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 simple interest method. Direct costs related to loan originations are not separately allocated to loans but are charged to non-interest expense in the period incurred. The net effect of not recognizing such fees and related costs over the life of the related loan is not considered to be material to the financial statements. 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. After loans are placed on non-accrual all payments received are applied to 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 has adopted 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’s 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 charged against the allowance for loan losses when management believes that the collectibility of the principal is unlikely.

            The evaluation of the adequacy of loan collateral is often based upon estimates and appraisals. Because of changing economic conditions, the valuations determined from such estimates and appraisals may also change. Accordingly, the Corporation may ultimately incur losses which vary from management’s current estimates. Adjustments to the allowance for loan losses will be reported in the period such adjustments become known or are reasonably estimable.

Premises and Equipment

            Premises and equipment are stated at cost less accumulated depreciation and amortization. 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 non-interest expense. Renewals and betterments are added to the asset accounts and depreciated over the periods benefited. 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.

10


NOTE 1 - Summary of Significant Accounting Policies (cont’d.)

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, less estimated costs to sell, of the real estate acquired is less than the Corporation’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 2001 financial statements to conform to the 2002 presentation.

Earnings Per Common and Common Equivalent Share

            Statement of Financial Accounting Standards No. 128 (“SFAS 128”), “Earnings Per Share”, requires presentation of basic and diluted earnings per share. Basic earnings per share has been computed by dividing net income available to common shareholders by the weighted average number of common shares outstanding for the reporting period. Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. Net income per common share for all periods presented has been calculated in accordance with SFAS 128. Outstanding stock options issued by the Corporation represent the only dilutive effect reflected in diluted weighted average shares.

Audited Financial Statements

            The consolidated balance sheet as of December 31, 2001, and the consolidated statements of income, changes in shareholders’ equity and cash flows for the year ended December 31, 2001 are headed “unaudited” in these financial statements. These statements were reported in the Securities Exchange Commission Form 10-K as of December 31, 2001 as “audited” but are required to be reflected in these statements as unaudited because of the absence of an independent auditor’s report.

11


NOTE 2 - Investment Securities

            A summary of amortized cost and estimated fair values of investment securities is as follows (in thousands):

June 30, 2002

Amortized
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Fair
Value




Investment Securities - Available-for-Sale                      
   U.S. Treasury Securities   $4,010   $87   $-0-   $4,097  
   U.S. Government Agencies and
      Corporations
   110,384    2,405    (4 )  112,785  
   U.S. Government Agency Mortgage Backed
      Securities
   23,656    169    -0-    23,825  
   Obligations of States and Political
      Subdivisions
   1,946    29    -0-    1,975  
   Federal Reserve and Federal Home Loan
      Bank Stock
   1,632    -0-    -0-    1,632  




                     
     Total Available-for-Sale Securities    141,628    2,690    (4 )  144,314  




                     
       Total Investment Securities   $141,628   $2,690   $(4 ) $144,314  





            All investment securities are carried on the consolidated balance sheet as of June 30, 2002 at fair value. The net unrealized gain of $2,686,000 is included in the Available-for-Sale Investment Securities balance. The unrealized gain, net of tax, is included in Shareholders’ Equity.

            A summary of amortized cost and estimated fair values of investment securities is as follows (in thousands):

June 30, 2001

Amortized
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Fair
Value




Investment Securities - Available-for-Sale                      
   U.S. Treasury Securities   $13,057   $234   $-0-   $13,291  
   U.S. Government Agencies and
      Corporations
   83,596    1,814    -0-    85,410  
   U.S. Government Agency Mortgage Backed
      Securities
   25,420    102    (14 )  25,508  
   Obligations of States and Political
      Subdivisions
   240    2    -0-    242  
   Federal Reserve and Federal Home Loan
      Bank Stock
   1,330    -0-    -0-    1,330  




     Total Available-for-Sale Securities    123,643    2,152    (14 )  125,781  




       Total Investment Securities   $123,643   $2,152   $(14 ) $125,781  





            All investment securities are carried on the consolidated balance sheet as of June 30, 2001 at fair value. The net unrealized gain of $2,138,000 is included in the Available-for-Sale Investment Securities balance. The unrealized gain, net of tax, is included in Shareholders’ Equity.

12


NOTE 3 - Loans and Allowance for Loan Losses

            The book values of loans by major type follow (in thousands):

June 30, December 31,

2002 2001 2001



Commercial   $198,853   $177,360   $184,716  
Real Estate Mortgage - Commercial    125,299    95,023    107,600  
Real Estate Mortgage - Residential    47,170    39,812    44,522  
Real Estate Construction    60,981    55,993    60,548  
Loans to Individuals    34,674    34,264    33,376  
Less: Unearned Discount    (3 )  (20 )  (8 )



   466,974    402,432    430,754  
Allowance for Loan Losses    (6,394 )  (5,745 )  (6,015 )



   Loans - Net   $460,580   $396,687   $424,739  




            Transactions in the allowance for loan losses are summarized as follows (in thousands):

Six Months Ended
June 30,
Year Ended
December 31,

2002 2001 2001



                
Balance, Beginning of Period   $6,015   $5,399   $5,399  
Provisions, Charged to Income    1,015    490    1,755  
                
Loans Charged-Off    (692 )  (225 )  (1,407 )
Recoveries of Loans Previously Charged-Off    56    81    268  



                
   Net Loans (Charged-Off) Recovered    (636 )  (144 )  (1,139 )



                
Balance, End of Period   $6,394   $5,745   $6,015  




            The provisions for loan losses charged to operating expenses during the six months ended June 30, 2002 and June 30, 2001 of $1,015,000 and $490,000, respectively, were considered adequate to maintain the allowance in accordance with the policy discussed in Note 1. For the year ended December 31, 2001, a provision of $1,755,000 was recorded.

            At June 30, 2002, the recorded investment in loans that are considered to be impaired under Statement of Financial Accounting Standards No. 114 was $3,411,000 (of which $3,411,000 were on non-accrual status). The related allowance for loan losses for these loans was $942,000. The average recorded investment in impaired loans during the six months ended June 30, 2002 was approximately $3,526,000. For this period the Corporation recognized no interest income on these impaired loans.

13


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):

June 30, December 31,

2002 2001 2001



                
Land   $2,317   $2,317   $2,317  
Buildings and Improvements    8,572    8,075    8,247  
Furniture & Equipment    8,122    7,769    7,540  



Total Cost    19,011    18,161    18,104  
                
Less: Accumulated Amortization and Depreciation    (9,899 )  (10,113 )  (9,973 )



                
   Net Book Value   $9,112   $8,048   $8,131  




NOTE 5 - Other Real Estate

            As of each of the reporting dates there was no balance of other real estate. There were no direct writedowns of other real estate charged to income for the six months ended June 30, 2002. There were direct writedowns of other real estate charged to income for the six months ended June 30, 2001 of $11,000. For the year ended December 31, 2001, $11,000 was charged to income.

NOTE 6 - Deposits

            The book values of deposits by major type follow (in thousands):

June 30, December 31,

2002 2001 2001



                
Noninterest-Bearing Demand Deposits   $163,440   $140,601   $150,040  
Interest-Bearing Deposits:                 
   Interest-Bearing Transaction                 
     Accounts and Money Market Funds    178,526    163,738    175,965  
   Savings    109,656    98,997    105,308  
   Certificates of Deposits under $100,000 and IRA’s    65,309    82,239    64,380  
   Certificates of Deposits $100,000 or more    44,567    56,213    47,644  
   Other    316    778    466  



       Total    398,374    401,965    393,763  



       Total Deposits   $561,814   $542,566   $543,803  




14


NOTE 7 - Short Term Borrowings

            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):

Six Months Ended
June 30,
Year Ended December 31,

2002 2001 2001



                
Securities Sold Under Repurchase Agreements:                 
   Average Balance   $14,999   $18,473   $17,470  
   Period-End Balance    21,621    14,945    14,816  
   Maximum Month-End Balance During Period    21,621    20,374    20,374  
Interest Rate:                 
   Average    0.81 %  4.13 %  2.94 %
   Period-End    1.06 %  2.65 %  0.75 %
Federal Funds Purchased:                 
   Average Balance   $1,926   $-0-   $567  
   Period-End Balance    -0-    -0-    8,550  
   Maximum Month-End Balance During Period    8,650    -0-    8,550  
Interest Rate:                 
   Average    2.02 %  0.00 %  2.76 %
   Period-End    0.00 %  0.00 %  1.92 %

            The Corporation has available a line of credit with the Federal Home Loan Bank of Dallas which allows it to borrow on a collateralized basis at a fixed term. At June 30, 2002, $22,000,000 of borrowings were outstanding under the line of credit at an average rate of 2.20%, all of which will mature by May 1, 2003. For the six months ended June 30, 2002, the Corporation had average borrowings of $18,404,000. In addition, at June 30, 2002, the subsidiary had $2,009,000 borrowed under a match funding agreement with Federal Home Loan Bank at a rate of 4.41% which matures in June 2003. For the six months ended June 30, 2001, the subsidiary had no borrowings outstanding. At December 31, 2001, $5,000,000 of borrowings were outstanding at a rate of 1.92% which matured in January 2002. For the year ended December 31, 2001, the Corporation had average borrowings of $452,000.

NOTE 8 - Notes Payable

            On September 15, 2001, the Corporation obtained lines of credit from a bank under which the Corporation may borrow $11,000,000 at prime rate. The lines of credit are secured by stock of the Bank and matures on September 15, 2002, whereupon, if balances are outstanding, the lines convert to term notes having five year terms. The Corporation will not pay a fee for any unused portion of the lines. As of June 30, 2002, no funds had been borrowed under these lines nor were any borrowings outstanding.

NOTE 9 - Other Non-Interest Expense

            The significant components of other non-interest expense are as follows (in thousands):

Six Months Ended
June 30,
Year Ended
December 31,

2002 2001 2001



                
Business Development   $393   $312   $734  
Legal and Professional Fees    341    314    634  
Printing and Supplies    157    185    362  
Regulatory Fees and Assessments    119    124    244  
Other    1,124    1,132    2,139  



                
   Total   $2,134   $2,067   $4,113  




15


NOTE 10 - Income Taxes

            Federal income taxes included in the consolidated balance sheets were as follows (in thousands):

June 30, December 31,

2002 2001 2001



                
Current Tax Asset (Liability)   $(57 ) $57   $493  
Net Deferred Tax Asset    1,627    1,366    1,432  



                
   Total Included in Other Assets   $1,570   $1,423   $1,925  




            The net deferred tax asset at June 30, 2002 of $1,627,000 included $(913,000), a deferred tax liability related to unrealized gains on Available-for-Sale Securities.

            The components of income tax expense were as follows (in thousands):

Six Months Ended
June 30,
Year Ended
December 31,

2002 2001 2001



                
Federal Income Tax Expense:                 
Current   $2,682   $2,618   $5,144  
Deferred (benefit)    (235 )  (253 )  (480 )



                
   Total Federal Income Tax Expense   $2,447   $2,365   $4,664  



                
     Effective Tax Rates    34.30 %  34.50 %  34.60 %

            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):

Six Months Ended
June 30,
Year Ended
December 31,

2002 2001 2001



Federal Income Taxes at Statutory Rate of 34.3%   $2,454   $2,352   $4,621  
Effect of Tax Exempt Interest Income    (26 )  (2 )  (3 )
Non-deductible Expenses    34    32    65  
Other    (15 )  (17 )  (19 )



   Income Taxes Per Income Statement   $2,447   $2,365   $4,664  




            Deferred income tax expense (benefit) results from differences between amounts of assets and liabilities as measured for income tax return and financial reporting purposes. The significant components of federal deferred tax assets and liabilities are in the following table (in thousands):

Six Months Ended
June 30,
Year Ended
December 31,

2002 2001 2001



Federal Deferred Tax Assets:                 
   Allowance for Loan Losses   $2,099   $1,689   $1,859  
   Valuation Reserves - Other Real Estate    105    2    104  
   Interest on Non-accrual Loans    242    284    237  
   Deferred Compensation    570    514    555  
   Other    -0-    24    9  



   Gross Federal Deferred Tax Assets    3,016    2,513    2,764  



Federal Deferred Tax Liabilities:                 
   Depreciation and Amortization    288    294    286  
   Accretion    158    110    150  
   Unrealized Gains on Available-for-Sale Securities    913    727    873  
   Other    30    16    23  



   Gross Federal Deferred Tax Liabilities    1,389    1,147    1,332  



     Net Deferred Tax Asset   $1,627   $1,366   $1,432  




16


NOTE 11 - Related Party Transactions

            The Bank has 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 $6,315,000 at December 31, 2001.

NOTE 12 - 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 June 30, 2002, outstanding documentary and standby letters of credit totaled $7,427,000 and commitments to extend credit totaled $131,771,000.

NOTE 13 - 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 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, 2001, and the six months ended June 30, 2002.

            The following is a summary of transactions during the periods presented:

Shares Under Option

Six Months Ended
June 30, 2002
Year Ended
December 31, 2001


Outstanding, Beginning of Period    445,959    359,559  
Additional Options Granted During the Period    12,500    124,600  
Forfeited During the Period    -0-    -0-  
Exercised During the Period    (11,100 )  (38,200 )


   Outstanding, End of Period    447,359    445,959  



            Options outstanding at June 30, 2002 ranged in price from $3.00 to $20.10 per share with a weighted average exercise price of $10.93 and 323,379 shares exercisable. At June 30, 2002, there remained 350,200 shares reserved for future grants of options under the 1997 Plan.

17


NOTE 14 - Employee Benefit Plans

401(k) Plan

            The Corporation implemented a 401(k) plan in December 1997 covering substantially all employees. The Corporation made no contribution to this plan in 1999 or 1998. In 2001 and for the six months ended June 30, 2002, the Corporation made matching contributions to the participant’s deferrals of compensation up to 100% of the employee contributions not to exceed 6% of the employee’s annual compensation.

            The amount expensed in support of the plan was $205,000 and $172,000 during the first six months of 2002 and 2001, respectively, and $353,000 for the year 2001.

Management Security Plan

            The Corporation provides key employees with retirement, death or disability benefits in addition to those provided by the 401(k) Plan. The expense charged to operations for such future obligations was $133,000 and $85,000 during the first six months of 2002 and 2001, respectively, and $256,000 for the year 2001.

Employment Contracts

            The Chief Executive Officer of the Corporation has entered into a severance agreement providing for salary and fringe benefits in the event of termination, other than for cause, and under certain changes in control of the Corporation.

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).

NOTE 15 - 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 (dollars in thousands):

Six Months Ended
June 30,
Year Ended
December 31,

2002 2001 2001



                
Net income   $4,680   $4,487   $8,802  



Weighted average number of common
   shares used in Basic EPS
   6,261,419    6,348,564    6,317,991  
Effect of dilutive stock options    180,333    157,563    153,032  



Weighted number of common shares
   and dilutive potential common
   stock used in Diluted EPS
   6,441,752    6,506,127    6,471,023  




NOTE 16 - 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.

18


NOTE 16 - Financial Instruments with Off-Balance Sheet Risk (cont’d.)

            The total contractual amounts of financial instruments with off-balance sheet risk are as follows (in thousands):

June 30,

2002 2001


           
Financial Instruments Whose Contract Amounts Represent Credit Risk:            
   Loan Commitments Including Unfunded Lines of Credit   $131,771   $125,400  
   Standby Letters of Credit    7,427    5,333  

            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 17 - Concentrations of Credit Risk

            The Bank grants commercial, consumer and real estate loans in its direct market which is defined as Fort Worth and its surrounding area. The Board of Directors of the Bank monitors concentrations of credit by purpose, collateral and industry at least quarterly. Certain limitations for concentration are set by the Board. Additional loans in excess of these limits must have prior approval of the directors’ loan committee. Although the Bank has a diversified loan portfolio, a substantial portion of its debtors’ abilities to honor their contracts is dependent upon the strength of the local and state economy.

NOTE 18 - Litigation

            The Bank is 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 19 - Stock Repurchase Plan

            On April 16, 2002, the Board of Directors approved a stock repurchase plan. The plan authorized management to purchase up to 318,973 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 six months ended June 30, 2002, 17,622 shares were purchased by the Corporation through this and a similar repurchase plan through the open market.

NOTE 20 - Subsequent Event

            On July 16, 2002, the Board of Directors of the Corporation approved a quarterly dividend of $.12 per share to be paid on August 15, 2002 to shareholders of record on August 1, 2002.

NOTE 21 - 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.

19


    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.

            The estimated fair values of the Corporation’s financial instruments are as follows (in thousands):

June 30,

2002 2001


Carrying
Amount
Fair
Value
Carrying
Amount
Fair
Value




Financial Assets                      
   Cash and due from banks   $27,326   $27,326   $29,057   $29,057  
   Federal funds sold and Due From Time    22,083    22,083    49,259    49,273  
   Securities    144,314    144,314    125,781    125,781  
   Loans    466,974    479,935    402,432    410,440  
   Allowance for loan losses    (6,394 )  (6,394 )  (5,745 )  (5,745 )
                     
Financial Liabilities                      
   Deposits    561,814    563,189    542,566    546,191  
   Short Term Borrowings    45,629    45,720    14,945    14,988  
                     
Off-balance Sheet Financial Instruments                      
   Loan commitments         131,771         125,400  
   Letters of credit         7,427         5,333  

NOTE 22 - Comprehensive Income

            The Corporation has adopted Financial Accounting Standards Board (“FASB”) Statement of Financial Accounting Standards No. 130 “Reporting Comprehensive Income”. This standard requires an entity to report and display comprehensive income and its components. Comprehensive income is as follows (in thousands):

Six Months Ended
June 30,
Year Ended
December 31,

2002 2001 2001



                
Net Income   $4,680   $4,487   $8,802  
Other Comprehensive Income:                 
   Unrealized gain on securities                 
   available-for-sale, net of tax    78    1,126    1,409  



                
     Comprehensive Income   $4,758   $5,613   $10,211  



 

20


Item 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations

Summary

            Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Corporation analyzes the major elements of the Corporation’s consolidated balance sheets and statements of income. This discussion should be read in conjunction with the consolidated financial statements and accompanying notes.

            Net income for the second quarter of 2002 was $2,394,000, or $.37 diluted earnings per share, compared with $2,376,000, or $.37 diluted earnings per share, for the second quarter of 2001. Net income for the first six months of 2002 was $4,680,000 or $.73 diluted earnings per share, compared with $4,487,000 or $.69 diluted earnings per share for the first six months of the prior year. Net income for the first six months of last year would have been $4,879,000 or $.75 per diluted share if certain merger related expenses recorded in the first quarter of 2001 were excluded. Per share amounts are based on average diluted shares outstanding of 6,441,752 for the first six months of 2002 and 6,506,127 for the comparable period of 2001 adjusted to reflect stock options granted.

            Outstanding loans at June 30, 2002 of $467.0 million represented an increase of $64.5 million, or 16.0%, over June 30, 2001 and an increase of $36.2 million, or 8.4%, from December 31, 2001.

            Total deposits at June 30, 2002 of $561.8 million represented an increase of $19.2 million, or 3.5%, over June 30, 2001 and an increase of $18.0 million, or 3.3%, from December 31, 2001.

            The following table summarizes the Corporation’s performance for the six months ended June 30, 2002 and 2001 (tax equivalent basis and dollars in thousands):

Three Months Ended
June 30,
Six Months Ended
June 30,


2002 2001 2002 2001




                     
Interest Income   $9,687   $11,556   $19,253   $23,643  
Interest Expense    2,199    4,272    4,331    9,172  




                     
     Net Interest Income    7,488    7,284    14,922    14,471  
Provision for Loan Losses    470    310    1,015    490  




     Net Interest Income After                      
       Provision for Loan Losses    7,018    6,974    13,907    13,981  
Non-Interest Income    1,332    1,111    2,582    2,149  
Non-Interest Expense    4,681    4,452    9,324    9,275  




                     
     Income Before Income Tax    3,669    3,633    7,165    6,855  
Income Tax Expense    1,275    1,257    2,485    2,368  




                     
       Net Income   $2,394   $2,376   $4,680   $4,487  




Net Income per Share-                      
   Basic   $0.38   $0.38   $0.75   $0.71  
   Diluted    0.37    0.37    0.73    0.69  
                     
Return on Average Assets    1.46 %  1.53 %  1.46 %  1.45 %
Return on Average Stockholders’ Equity    15.43 %  16.45 %  15.21 %  15.78 %

21


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 second quarter of 2002 and 2001 (rates on tax equivalent basis):

Three Months Ended June 30,

2002 2001


Average
Balances
Interest Average
Yield/Rate
Average
Balances
Interest Average
Yield/Rate






(Dollars in Thousands)
Earning Assets:                                
   Federal Funds Sold & Due From
      Time
  $16,488   $72    1.75 % $55,316   $605    4.38 %
   Investment Securities (Taxable)    138,271    1,662    4.82 %  133,817    1,979    5.93 %
   Investment Securities (Tax-exempt)    1,961    28    5.82 %  240    5    7.68 %
   Loans, Net of Unearned Discount(1)    462,467    7,925    6.87 %  396,672    8,967    9.07 %






     Total Earning Assets    619,187    9,687    6.28 %  586,045    11,556    7.91 %


                               
Non-interest Earning Assets:                                
   Cash and Due From Banks    25,772              23,980            
   Other Assets    18,998              19,249            
   Allowance for Loan Losses    (6,428 )            (5,630 )          


                               
     Total Assets   $657,529             $623,644            


                               
Interest-Bearing Liabilities:                                
   Interest-Bearing Transaction Accounts
      and Money Market Funds
  $179,847    661    1.47 % $159,463    1,095    2.75 %
   Savings    109,879    508    1.85 %  102,511    939    3.67 %
   Certificates of Deposit under $100,000
      and IRA’s
   63,245    513    3.26 %  83,133    1,197    5.78 %
   Certificates of Deposit $100,000 or
      more
   44,502    359    3.24 %  59,587    862    5.80 %
   Other Time    316    3    3.33 %  778    12    6.08 %
   Other Borrowings    36,145    155    1.72 %  18,224    167    3.67 %






     Total Interest-Bearing Liabilities    433,934    2,199    2.03 %  423,696    4,272    4.04 %


                               
Non-interest Bearing Liabilities:                                
   Demand Deposits    157,983              137,257            
   Other Liabilities    3,367              4,764            
   Shareholders’ Equity    62,245              57,927            


                               
     Total Liabilities and Shareholders’
        Equity
  $657,529             $623,644            


Net Interest Income and Margin
   (Tax-equivalent Basis)(2)
       $7,488    4.85 %      $7,284    4.98 %



______________

(1)  Loan interest income includes various loan fees and loan volumes include loans on non-accrual.

(2)  Presented on tax equivalent basis (“T/E”) using a federal income tax rate of 34% both years.

22


Summary of Earning Assets and Interest-Bearing Liabilities (cont’d.)

            The following schedule presents average balance sheets that highlight earning assets and interest-bearing liabilities and their related rates earned and paid for the first six months of 2002 and 2001 (rates on tax equivalent basis):

Six Months Ended June 30,

2002 2001


Average
Balances
Interest Average
Yield/Rate
Average
Balances
Interest Average
Yield/Rate






(Dollars in Thousands)
Earning Assets:                                
   Federal Funds Sold & Due From
      Time
  $10,056   $91    1.82 % $59,727   $1,459    4.92 %
   Investment Securities (Taxable)    144,236    3,510    4.91 %  135,658    4,125    6.13 %
   Investment Securities (Tax-exempt)    1,929    56    5.89 %  240    9    7.72 %
   Loans, Net of Unearned Discount(1)    454,498    15,596    6.92 %  389,299    18,050    9.35 %






     Total Earning Assets    610,719    19,253    6.36 %  584,924    23,643    8.15 %


                               
Non-interest Earning Assets:                                
   Cash and Due From Banks    24,950              23,650            
   Other Assets    18,902              19,500            
   Allowance for Loan Losses    (6,318 )            (5,547 )          


                               
     Total Assets   $648,253             $622,527            


                               
Interest-Bearing Liabilities:                                
   Interest-Bearing Transaction Accounts
      and Money Market Funds
  $176,683    1,226    1.40 % $163,483    2,489    3.07 %
   Savings    109,339    982    1.81 %  100,522    2,024    4.06 %
   Certificates of Deposit under $100,000
      and IRA’s
   62,900    1,057    3.39 %  83,249    2,445    5.92 %
   Certificates of Deposit $100,000 or
      more
   45,110    769    3.44 %  60,708    1,812    6.02 %
   Other Time    363    7    3.58 %  778    24    6.18 %
   Other Borrowings    36,089    290    1.62 %  18,473    378    4.13 %






     Total Interest-Bearing Liabilities    430,484    4,331    2.03 %  427,213    9,172    4.33 %


                               
Non-interest Bearing Liabilities:                                
   Demand Deposits    152,415              133,632            
   Other Liabilities    3,315              4,324            
   Shareholders’ Equity    62,039              57,358            


                               
       Total Liabilities and Shareholders’
          Equity
  $648,253             $622,527            


Net Interest Income and Margin (Tax-
   equivalent Basis)(2)
       $14,922    4.93 %      $14,471    4.99 %



______________

(1)  Loan interest income includes various loan fees and loan volumes include loans on non-accrual.

(2)  Presented on tax equivalent basis (“T/E”) using a federal income tax rate of 34% both years.

23


Net Interest Income

            Net interest income (tax equivalent) for the second quarter of 2002 was $7,488,000 which represented an increase of $204,000 or 2.8%, over the second quarter of 2001. In this same period, total interest income decreased $1,869,000 or 16.2% while total interest expense decreased $2,073,000 or 48.5% and reflects a 475 basis point decrease in the national prime rate for loans from January 2001.

            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 June 30, 2002 and 2001:

ANALYSIS OF CHANGES IN NET INTEREST INCOME
(Dollars in Thousands)

2nd Qtr. 2002 vs. 2nd Qtr. 2001
Increase (Decrease)
Due to Changes in:
Six Months 2002 vs. Six Months 2001
Increase (Decrease)
Due to Changes in:


Volume Rate Total Volume Rate Total






Interest Earning Assets:                                
     Federal Funds Sold   $(425 ) $(108 ) $(533 ) $(1,213 ) $(155 ) $(1,368 )
     Investment Securities
        (Taxable)
   66    (383 )  (317 )  261    (876 )  (615 )
     Investment Securities
        (Tax-exempt)
   33    (9 )  24    67    (20 )  47  
     Loans, Net of Unearned
        Discount
   1,487    (2,530 )  (1,043 )  3,023    (5,477 )  (2,454 )






                               
     Total Interest Income    1,161    (3,030 )  (1,869 )  2,138    (6,528 )  (4,390 )






                               
Interest-Bearing Liabilities:                                
     Deposits    (304 )  (1,757 )  (2,061 )  (697 )  (4,055 )  (4,752 )
     Other Borrowings    164    (176 )  (12 )  360    (448 )  (88 )






                               
     Total Interest Expense    (140 )  (1,933 )  (2,073 )  (337 )  (4,503 )  (4,840 )






                               
Net Interest Income   $1,301   $(1,097 ) $204   $2,475   $(2,025 ) $450  







Allowance for Loan Losses and Non-Performing Assets

            The Corporation’s allowance for loan losses was $6,394,000, or 1.37% of total loans, as of June 30, 2002 compared to $5,745,000, or 1.43% of total loans, as of June 30, 2001.

            Transactions in the provision for loan losses are summarized as follows (in thousands):

Three Months Ended
June 30,
Six Months Ended
June 30,


2002 2001 2002 2001




                     
Balance, Beginning of Period   $6,534   $5,537   $6,015   $5,399  
Provisions, Charged to Income    470    310    1,015    490  
                     
Loans Charged-Off    (650 )  (135 )  (692 )  (225 )
Recoveries of Loans Previously                      
   Charged-Off    40    33    56    81  




                     
       Net Loans (Charged-Off)                      
       Recovered    (610 )  (102 )  (636 )  (144 )




                     
Balance, End of Period   $6,394   $5,745   $6,394   $5,745  





24


            For the six months ended June 30, 2002 and 2001, net charge-offs (recoveries) were .14% and .04% of loans, respectively, not annualized. The loan charge-offs recorded in the second quarter of 2002 were primarily related to five loans and reflect the weakness in the economy.

            The following table summarizes the non-performing assets as of the end of the last five quarters (in thousands):

June 30,
2002
March 31,
2002
December 31,
2001
September 30,
2001
June 30,
2001





                          
Non-Accrual Loans   $3,870   $3,458   $4,115   $2,632   $2,611  
Renegotiated Loans    -0-    -0-    -0-    -0-    -0-  
Other Real Estate Owned and                           
   Other Foreclosed Assets    56    97    444    511    643  





                          
     Total Non-Performing Assets   $3,926   $3,555   $4,559   $3,143   $3,254  





                          
As a Percent of:                           
     Total Assets    0.58 %  0.56 %  0.72 %  0.50 %  0.52 %
     Total Loans and Other Real
        Estate/Foreclosed Assets
   0.84 %  0.78 %  1.06 %  0.75 %  0.81 %
                          
Loans Past Due 90 days or More
   and Still Accruing
  $13   $228   $16   $58   $315  

            Non-accrual loans to total loans were .83% at June 30, 2002 and non-performing assets were .84% of loans and other real estate owned/foreclosed assets at the same date.

            As of June 30, 2002, non-accrual loans were comprised of $3,073,000 in commercial loans, $270,000 in real estate mortgage loans, $339,000 in real estate construction loans and $188,000 in consumer loans. During the quarter ended June 30, 2002, payments of just over $1,000,000 were collected on non-accrual loans but an additional $1,900,000 of loans were placed on non-accrual, $1,200,000 of which was one commercial borrower.

            As of June 30, 2002, there was no other real estate owned. However, the Company has $56,000 in Other Foreclosed Assets, reported in Other Assets on the Balance Sheet, which represents an inventory of textbooks. These assets are in process of liquidation, however the process is expected to take several months. The cost of liquidation is recorded as a current period expense and all proceeds from sale of inventory reduces the carrying-value of the inventory. The expense for the three months ended June 30, 2002 and 2001 was $39,000 and $46,000, respectively.

            The following table summarizes the relationship between non-performing loans, criticized loans and the allowance for loan losses (dollars in thousands):

June 30,
2002
March 31,
2002
December 31,
2001
September 30,
2001
June 30,
2001





                          
Non-Performing Loans   $3,870   $3,458   $4,115   $2,632   $2,611  
Criticized Loans    25,398    23,043    24,879    18,713    11,677  
Allowance for Loan Losses    6,394    6,534    6,015    6,190    5,745  
Allowance for Loan Losses as a
   Percent of:
                          
     Non-Performing Loans    165 %  189 %  146 %  235 %  220 %
     Criticized Loans    25 %  28 %  24 %  33 %  49 %

 

25


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
June 30,
Six Months Ended
June 30,


2002 2001 % Change 2002 2001 % Change






Service Charges on Deposit
   Accounts
  $723   $592    22.1 % $1,368   $1,146    19.4 %
Gain on Sale of Securities    2    -0-        2    -0-      
Non-recurring Income    -0-    -0-        51    -0-      
Other Non-interest Income    607    519    16.9    1,161    1,003    15.8  






Total Non-interest Income   $1,332   $1,111    19.9 % $2,582   $2,149    20.1 %







            The increase in other non-interest income in the second quarter of 2002 as compared to the same quarter last year is primarily due to increases in mortgage brokerage/origination fees, letter of credit fees and ATM service fees.

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
June 30,
Six Months Ended
June 30,


2002 2001 % Change 2002 2001 % Change






Salaries & Employee
   Benefits
  $2,873   $2,593    10.8 % $5,740   $5,132    11.8 %
Occupancy Expense - Net    318    315    1.0    570    624    (8.7 )
Furniture and Equipment
   Expense
   368    366    0.5    772    727    6.2  
Other Real Estate and Foreclosed                                
   Asset Expense - Net    39    46    (15.2 )  108    127    (15.0 )
Merger Related Expense    -0-    -0-        -0-    598      
Other Expenses:                                
   Business Development    225    175    28.6    393    312    26.0  
   Insurance - Other    44    30    46.7    77    63    22.2  
   Legal & Professional Fees    168    156    7.7    341    314    8.6  
   Taxes - Other    22    36    (38.9 )  36    72    (50.0 )
   Postage & Courier    85    77    10.4    172    162    6.2  
   Printing & Supplies    77    107    (28.0 )  157    185    (15.1 )
   Regulatory Fees &
      Assessments
   61    62    (1.6 )  119    124    (4.0 )
   Other Operating Expenses    401    489    (18.0 )  839    835    0.5  






     Total Other Expenses    1,083    1,132    (4.3 )  2,134    2,067    3.2  






     Total Non-interest Expense   $4,681   $4,452    5.1 % $9,324   $9,275    0.5 %






 

26


            Total non-interest expense increased 5.1% in the second quarter of 2002 over 2001, primarily due to $280,000 of additional salary expenses from staffing additions made in the fourth quarter of 2001 and the first quarter of 2002. Excluding these expenses for salaries and benefits, non-interest expenses were down $51,000 or 2.0% in the second quarter of 2002 over 2001, reflecting decreases in supplies expenses and franchise tax expenses. As a percent of average assets, non-interest expenses were 2.86% in the second quarter of 2002 (annualized) and 2.86% in the same period of 2001. The “efficiency ratio” (non-interest expenses divided by total non-interest income plus net interest income) was 53.07% for the second quarter of 2002.

            Other Real Estate and Foreclosed Asset Expense in the second quarter of 2002 includes $39,000 of expense related to Other Foreclosed Assets. These expenses are the costs to liquidate the inventory of textbooks.

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.

            The following table, commonly referred to as a “static GAP report”, indicates the interest rate sensitivity position at June 30, 2002 and may not be reflective of positions in subsequent periods (dollars in thousands):

Matures or Reprices within: Total
Rate
Sensitive
Repriced
After
1 Year or

30 Days
or Less
31-180
Days
181 to
One Year
One Year
or Less
Non-interest
Sensitive
Total






Earning Assets:                                
   Loans   $273,563   $23,687   $18,699   $315,949   $151,025   $466,974  
   Investment Securities    4,416    33,329    13,392    51,137    93,177    144,314  
   Federal Funds Sold and
      Due From Time
   22,083    -0-    -0-    22,083    -0-    22,083  






     Total Earning Assets    300,062    57,016    32,091    389,169    244,202    633,371  






Interest Bearing Liabilities:                                
   Interest-Bearing
      Transaction Accounts and
      Savings
   288,182    -0-    -0-    288,182    -0-    288,182  
   Certificate of Deposits
      under $100,000 and
      IRA's
   5,490    24,924    21,294    51,708    13,601    65,309  
   Certificate of Deposits
      > $100,000
   5,026    19,760    13,229    38,015    6,868    44,883  
   Short Term Borrowings    21,621    17,000    7,008    45,629    -0-    45,629  






     Total Interest Bearing
        Liabilities
   320,319    61,684    41,531    423,534    20,469    444,003  






Interest Sensitivity                                
   Gap   $(20,257 ) $(4,668 ) $(9,440 ) $(34,365 ) $223,733   $189,368  






Cumulative Gap   $(20,257 ) $(24,925 ) $(34,365 )               



Cumulative Gap to
   Total Earning Assets
   (3.20 %)  (3.94 %)  (5.43 %)               
Cumulative Gap to
   Total Assets
   (3.01 %)  (3.70 %)  (5.10 %)               

            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

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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 (5.10%) was reversed to a positive 18.54% “beta adjusted” GAP position.

            Management feels that the “beta adjusted” GAP risk technique more accurately reflects the Corporation’s GAP position.

            The Corporation manages its interest rate risk through structuring the balance sheet to maximize net interest income while maintaining an acceptable level of risk to changes in market interest rates. This process requires a balance between profitability, liquidity and interest rate risk.

            To effectively measure and manage interest rate risk, the Corporation uses simulation analysis to determine the impact on net interest income and the market value of equity for changes in interest rates under various interest rate scenarios, balance sheet trends, and strategies. From these simulations, interest rate risk is quantified and appropriate strategies are developed and implemented. The overall interest rate risk position and strategies are reviewed by senior management, the Asset/Liability Management Committee and the Corporation’s Board of Directors on an ongoing basis.

            Based on simulation analysis of the interest rate sensitivity inherent in the Corporation’s net interest income and market value of equity, as of June 30, 2002 and as adjusted by instantaneous rate changes upward and downward of up to 100 basis points, the Corporation is somewhat asset sensitive. The analysis indicates an instantaneous 100 basis point move upward in interest rates would increase net interest income by 3.4% and increase the market value of equity by 2.8%. These sensitivities are all within the threshold set by the Corporation’s Asset/Liability Committee. Since there are limitations inherent in any methodology used to estimate the exposure to changes in market interest rates, this analysis is not intended to be a forecast to the actual effect of a change in market interest rates on the Corporation. The market value sensitivity analysis presented includes assumptions that the composition of the Corporation’s interest sensitive assets and liabilities existing at period end will remain constant over the twelve month measurement period and that changes in market rates are parallel and instantaneous across the yield curve regardless of duration or repricing characteristics of specific assets or liabilities. Further, the analysis does not contemplate any actions that the Corporation might undertake in response to changes in market interest rates. Accordingly, this analysis is not intended and does not provide a precise forecast of the effect actual changes in market interest rates will have on the Corporation.

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.

            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),

28


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 June 30, 2002, the Corporation’s Tier I capital represented 12.30% of risk weighted assets and total qualifying capital (Tier I and Tier II) represented 13.55% of risk weighted assets. Both ratios are well above current regulatory guidelines.

            Also, as of June 30, 2002, the Corporation and its Subsidiary Bank met the criteria for classification as a “well-capitalized” institution under the rules of the Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”).

            The Corporation and Subsidiary Bank’s regulatory capital positions as of June 30, 2002, were as follows (dollars in thousands):

Actual For Capital
Adequacy Purposes
To Be Well
Capitalized Under
Prompt Corrective
Action Provisions



Amount Ratio Amount Ratio Amount Ratio






CONSOLIDATED:                                
As of June 30, 2002                                
Total Capital (to Risk Weighted
   Assets)
  $67,987    13.55 % $40,135    8.00 %          
Tier I Capital (to Risk Weighted
   Assets)
   61,714    12.30 %  20,067    4.00 %          
Tier I Capital (to Average Assets)    61,714    9.16 %  20,220    3.00 %          
                               
SUMMIT BANK, N.A.:                                
As of June 30, 2002                                
Total Capital (to Risk Weighted
   Assets)
  $67,241    13.40 % $40,130    8.00 % $50,163    10.00 %
Tier I Capital (to Risk Weighted
   Assets)
   60,969    12.15 %  20,065    4.00 %  30,098    6.00 %
Tier I Capital (to Average Assets)    60,969    9.05 %  20,219    3.00 %  33,698    5.00 %

Forward-Looking Statements

            Certain statements contained in this document, which are not historical in nature, including statements regarding the Corporation’s and/or management’s intentions, strategies, beliefs, expectations, representations, plans, projections, or predictions of the future, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and are intended to be covered by the safe harbor provisions for forward-looking statements contained in such Act. We are including this statement for purposes of invoking these safe harbor provisions. Forward-looking statements are made based on assumptions involving certain known and unknown risks and uncertainties, many of which are beyond the Corporation’s control, and other important factors that could cause actual results, performance or achievements to differ materially from the expectations expressed or implied by such forward-looking statements. These risk factors and uncertainties are listed from time to time in the Corporation’s filings with the Securities and Exchange Commission, including but not limited to the annual report on Form 10-K for the year ended December 31, 2001.

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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

            At the Corporation’s annual shareholders’ meeting, held on April 17, 2002, the shareholders of the Corporation:

      • ratified the appointment by the Board of Directors of Stovall, Grandey & Whatley as independent auditors of the Corporation for its fiscal year ending December 31, 2002. The shareholder vote in this matter was 4,720,428 for, 6,100 against, and 1,086 abstaining.
      • elected the Board of Directors, consisting of eleven (11) persons. The following directors, constituting the entire Board of Directors, were elected:
For Against Abstain



D. Jerrell Farr    4,694,519    -0-    33,095  
Elliott S. Garsek    4,635,119    59,400    33,095  
Ronald J. Goldman    4,634,119    60,400    33,095  
F.S. Gunn    4,694,519    -0-    33,095  
Robert L. Herchert    4,614,919    79,600    33,095  
Jay J. Lesok    4,694,519    -0-    33,095  
Wiliam W. Meadows    4,635,119    59,400    33,095  
James L. Murray    4,325,497    369,022    33,095  
Philip E. Norwood    4,631,019    63,500    33,095  
Byron B. Searcy    4,635,119    59,400    33,095  
Roderick D. Stepp    4,674,319    20,200    33,095  

Item 5.     Other Information

                Not applicable

Item 6.     Exhibits and Reports on Form 8-K

                (a)   Exhibits

                  11   Computation of Earnings Per Common Share

                (b)   No Reports on Form 8-K were filed during the period ending

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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:    07-25-02   By:  /s/ Philip E. Norwood
   
      Philip E. Norwood, Chairman & President




 


Date:    07-25-02   By:  /s/ Bob G. Scott
   
      Bob G. Scott, Executive Vice President and
Chief Operating Officer
(Chief Accounting Officer)

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EXHIBIT INDEX

Exhibit       Page No.  
           
11   Computation of Earnings Per Common Share      
           

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