form10ka.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K/A
(Amendment
No. 1)
ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
For the
fiscal year ended December 31,
2007
Commission
File Number 0-16587
Summit
Financial Group, Inc.
(Exact
name of registrant as specified in its charter)
West
Virginia
55-0672148
(State or other jurisdiction
of
(I.R.S. Employer
incorporation or
organization) Identification
No.)
300 N. Main Street
Moorefield, West
Virginia 26836
(Address of principal executive
offices) (Zip
Code)
(304)
530-1000
(Registrant's
telephone number, including area code)
Securities
registered pursuant to Section 12(b) of the Act:
Common
(Title of
Class)
Securities
registered pursuant to Section 12(g) of the Act: None
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. Yes ¨ No þ
Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. Yes ¨ No þ
Indicate
by check mark whether the registrant: (1) has filed all reports required 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 þ No ¨
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K [§229.405 of this chapter] is not contained herein, and will not
be contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendments to this Form 10-K. o
Indicate
by check mark whether the registrant is large accelerated filer, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. See
definitions of “ large accelerated filer”, “accelerated filer”, and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer o Accelerated
filer þ Non-accelerated
filer o Smaller
reporting company o
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act). Yes ¨ No þ
The
aggregate market value of the voting stock held by non-affiliates of the
Registrant at June 30, 2007, was approximately $102,564,000. The
number of shares of the Registrant’s Common Stock outstanding on March 3, 2008,
was 7,408,941. (Registrant has assumed that all of its executive
officers and directors are affiliates. Such assumption shall not be
deemed to be conclusive for any other purpose.)
Documents
Incorporated by Reference
The
following lists the documents which are incorporated by reference in the Annual
Report Form 10-K, and the Parts and Items of the Form 10-K into which the
documents are incorporated.
Part
of Form 10-K into which
Document document is
incorporated
Portions
of the Registrant’s Proxy Statement for
the Part
III - Items 10, 11, 12, 13, and 14
Annual
Meeting of Shareholders to be held May 15, 2008
Explanatory
Note
This
Amendment No. 1 on Form 10-K/A (the “Form 10-K/A”) amends
our annual report for the fiscal year ended December 31, 2007, originally
filed with the Securities and Exchange Commission (“SEC”) on March 17, 2008 (the
“Form 10-K”). We are filing this Form 10-K/A to correct two
clerical errors in “Item 8 — Financial Statements and Supplementary
Data.” Specifically, the number of shares reported in Footnote 17 –
Earnings Per Share, was erroneously rounded to the nearest thousand and in
Footnote 19 – Fair Value of Financial Instruments, the estimated fair value of
“Long-term borrowings and subordinated debentures” contained a clerical error in
the originally filed Form 10-K.
As
required by Rule 12b-15 under the Securities Exchange Act of 1934, new
certifications of our principal executive officer and principal financial
officer are being filed as exhibits to this Amendment No. 1 on Form
10-K/A. No other information contained in the original filing is amended
hereby. Except for the matter described above, this amendment does not
change any previously reported financial results, modify or update disclosures
in the original filing, or reflect events occurring after the date of the
original filing.
NOTE
17. EARNINGS
PER SHARE
The
computations of basic and diluted earnings per share follow:
|
|
For
the Year Ended December 31,
|
|
(dollars
in thousands, except per share amounts)
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
Numerator
for both basic and diluted earnings per share:
|
|
|
|
|
|
|
|
|
|
Income
from continuing operations
|
|
$ |
13,537 |
|
|
$ |
11,060 |
|
|
$ |
8,164 |
|
Income
(loss) from discontinued operations
|
|
|
(7,081 |
) |
|
|
(2,803 |
) |
|
|
2,523 |
|
Net
Income
|
|
$ |
6,456 |
|
|
$ |
8,257 |
|
|
$ |
10,687 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator
for basic earnings
|
|
|
|
|
|
|
|
|
|
|
|
|
per
share-weighted average
|
|
|
|
|
|
|
|
|
|
|
|
|
common
shares outstanding
|
|
|
7,244,011 |
|
|
|
7,120,518 |
|
|
|
7,093,402 |
|
Effect
of dilutive securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Convertible
preferred stock
|
|
|
- |
|
|
|
- |
|
|
|
28,202 |
|
Stock
options
|
|
|
59,380 |
|
|
|
62,763 |
|
|
|
85,234 |
|
|
|
|
59,380 |
|
|
|
62,763 |
|
|
|
113,436 |
|
Denominator
for diluted earnings
|
|
|
|
|
|
|
|
|
|
|
|
|
per
share-weighted average
|
|
|
|
|
|
|
|
|
|
|
|
|
common
shares outstanding and
|
|
|
|
|
|
|
|
|
|
|
|
|
assumed
conversions
|
|
|
7,303,391 |
|
|
|
7,183,281 |
|
|
|
7,206,838 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
earnings per share from continuing operations
|
|
$ |
1.87 |
|
|
$ |
1.55 |
|
|
$ |
1.15 |
|
Basic
earnings per share from discontinued operations
|
|
|
(0.98 |
) |
|
|
(0.39 |
) |
|
|
0.35 |
|
Basic
earnings per share
|
|
$ |
0.89 |
|
|
$ |
1.16 |
|
|
$ |
1.51 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted
earnings per share from continuing operations
|
|
$ |
1.85 |
|
|
$ |
1.54 |
|
|
$ |
1.13 |
|
Diluted
earnings per share from discontinued operations
|
|
|
(0.97 |
) |
|
|
(0.39 |
) |
|
|
0.35 |
|
Diluted
earnings per share
|
|
$ |
0.88 |
|
|
$ |
1.15 |
|
|
$ |
1.48 |
|
Stock option grants are disregarded in
this calculation if they are determined to be anti-dilutive. At
December 31, 2007 and 2006, our anti-dilutive stock options totaled 178,500
shares. At December 31, 2005, all stock options were
dilutive.
NOTE
19.
FAIR VALUE OF FINANCIAL INSTRUMENTS
|
The following summarizes the methods
and significant assumptions we used in estimating our fair value disclosures for
financial instruments.
Cash and due from
banks: The carrying values of cash and due from banks
approximate their estimated fair value.
Interest bearing deposits with other
banks: The fair values of interest bearing deposits with other
banks are estimated by discounting scheduled future receipts of principal and
interest at the current rates offered on similar instruments with similar
remaining maturities.
Federal funds
sold: The carrying values of Federal funds sold approximate
their estimated fair values.
Securities: Estimated
fair values of securities are based on quoted market prices, where
available. If quoted market prices are not available, estimated fair
values are based on quoted market prices of comparable securities.
Loans: The
estimated fair values for loans are computed based on scheduled future cash
flows of principal and interest, discounted at interest rates currently offered
for loans with similar terms to borrowers of similar credit
quality. No prepayments of principal are assumed.
Accrued interest receivable and
payable: The carrying values of accrued interest receivable
and payable approximate their estimated fair values.
Deposits: The
estimated fair values of demand deposits (i.e. non-interest bearing checking,
NOW, money market and savings accounts) and other variable rate deposits
approximate their carrying values. Fair values of fixed maturity
deposits are estimated using a discounted cash flow methodology at rates
currently offered for deposits with similar remaining maturities. Any
intangible value of long-term relationships with depositors is not considered in
estimating the fair values disclosed.
Short-term
borrowings: The carrying values of short-term borrowings
approximate their estimated fair values.
Long-term
borrowings: The fair values of long-term borrowings are
estimated by discounting scheduled future
payments
of principal and interest at current rates available on borrowings with similar
terms.
Derivative financial
instruments: The fair values of the interest rate swaps are
valued using cash flow projection models.
Assets related to discontinued
operations: The primary component of the financial assets
related to discontinued operations is loans held for sale. Their
carrying values approximate their estimated fair values.
Off-balance sheet
instruments: The fair values of commitments to extend credit
and standby letters of credit are estimated using the fees currently charged to
enter into similar agreements, taking into account the remaining terms of the
agreements and the present credit standing of the counter
parties. The amounts of fees currently charged on commitments and
standby letters of credit are deemed
insignificant,
and therefore, the estimated fair values and carrying values are not shown
below.
The carrying values and estimated fair
values of our financial instruments are summarized below:
|
|
2007
|
|
|
2006
|
|
|
|
|
|
|
Estimated
|
|
|
|
|
|
Estimated
|
|
|
|
Carrying
|
|
|
Fair
|
|
|
Carrying
|
|
|
Fair
|
|
(dollars
in thousands)
|
|
Value
|
|
|
Value
|
|
|
Value
|
|
|
Value
|
|
Financial
assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
and due from banks
|
|
$ |
21,285 |
|
|
$ |
21,285 |
|
|
$ |
12,031 |
|
|
$ |
12,031 |
|
Interest
bearing deposits,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
other
banks
|
|
|
77 |
|
|
|
77 |
|
|
|
270 |
|
|
|
270 |
|
Federal
funds sold
|
|
|
181 |
|
|
|
181 |
|
|
|
517 |
|
|
|
517 |
|
Securities
available for sale
|
|
|
300,066 |
|
|
|
300,066 |
|
|
|
247,874 |
|
|
|
247,874 |
|
Loans,
net
|
|
|
1,052,489 |
|
|
|
1,035,599 |
|
|
|
916,045 |
|
|
|
900,082 |
|
Accrued
interest receivable
|
|
|
7,191 |
|
|
|
7,191 |
|
|
|
6,351 |
|
|
|
6,351 |
|
Assets
related to discontinued operations
|
|
|
- |
|
|
|
- |
|
|
|
8,608 |
|
|
|
8,608 |
|
Derivative
financial assets
|
|
|
77 |
|
|
|
77 |
|
|
|
286 |
|
|
|
286 |
|
|
|
$ |
1,381,366 |
|
|
$ |
1,364,476 |
|
|
$ |
1,191,982 |
|
|
$ |
1,176,019 |
|
Financial
liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits
|
|
$ |
828,687 |
|
|
$ |
864,792 |
|
|
$ |
888,688 |
|
|
$ |
889,233 |
|
Short-term
borrowings
|
|
|
172,055 |
|
|
|
172,055 |
|
|
|
60,428 |
|
|
|
60,428 |
|
Long-term
borrowings and
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
subordinated
debentures
|
|
|
335,327 |
|
|
|
337,882 |
|
|
|
195,698 |
|
|
|
191,981 |
|
Accrued
interest payable
|
|
|
4,639 |
|
|
|
4,639 |
|
|
|
3,750 |
|
|
|
3,750 |
|
Derivative
financial liabilities
|
|
|
522 |
|
|
|
522 |
|
|
|
2,284 |
|
|
|
2,284 |
|
|
|
$ |
1,341,230 |
|
|
$ |
1,379,890 |
|
|
$ |
1,150,848 |
|
|
$ |
1,147,676 |
|
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
SUMMIT FINANCIAL GROUP,
INC.
a West Virginia
Corporation
(registrant)
By: /s/ H. Charles
Maddy,
III 4/15/2008 By: /s/ Julie R.
Cook 4/15/2008
H. Charles Maddy,
III Date Julie
R.
Cook
Date
President & Chief Executive
Officer Vice
President &
Chief
Accounting Officer
By: /s/ Robert S.
Tissue 4/15/2008
Robert
S.
Tissue Date
Senior
Vice President &
Chief
Financial Officer
The
Directors of Summit Financial Group, Inc. executed a power of attorney
appointing Robert S. Tissue and/or Julie R. Cook their attorneys-in-fact,
empowering them to sign this report on their behalf.
By: /s/ Robert
S.
Tissue 4/15/2008
Robert
S.
Tissue Date
Attorney-in-fact