UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended September 30, 1997
Commission File Number: 0-14549
United Security Bancshares, Inc.
(Exact name of registrant as specified in its charter)
Alabama 63-0843362
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
131 West Front Street
Post Office Box 249
Thomasville, AL 36784 36784
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (334) 636-5424
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
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding at September 30, 1997
Common Stock, $.01 par value 3,536,589 shares
UNITED SECURITY BANCSHARES, INC. AND SUBSIDIARY
PART I. FINANCIAL INFORMATION
PAGE
ITEM 1. FINANCIAL STATEMENTS:
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
AT SEPTEMBER 30, 1997 (UNAUDITED) AND DECEMBER 31, 1996 3
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) FOR
THE THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 1997
AND 1996 4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996 5
THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FURNISHED
HAVE NOT BEEN AUDITED BY INDEPENDENT CERTIFIED PUBLIC
ACCOUNTANTS, BUT REFLECT, IN THE OPINION OF MANAGEMENT,
ALL ADJUSTMENTS NECESSARY FOR A FAIR PRESENTATION OF
FINANCIAL CONDITION AND THE RESULTS OF OPERATIONS FOR
THE PERIODS PRESENTED 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS 9
PART II. OTHER INFORMATION
OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 11
SIGNATURE PAGE
SIGNATURES 12
UNITED SECURITY BANCSHARES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(Dollars in thousands, except per share data)
ASSETS
September 30, December 31,
1997 1996
(Unaudited)
CASH AND DUE FROM BANKS $ 16,843 $ 16,006
TRADING ACCOUNT SECURITIES, at fair value 52 0
INVESTMENT SECURITIES AVAILABLE FOR SALE,
at fair value 186,609 185,916
LOANS, net of allowance for loan losses
of $3,808 and $3,134, respectively 206,921 204,885
PREMISES AND EQUIPMENT 7,339 6,747
OTHER ASSETS 17,028 16,829
Total assets $434,792 $430,383
LIABILITIES AND SHAREHOLDERS' EQUITY
DEPOSITS $343,248 $346,306
BORROWINGS 33,531 31,531
OTHER LIABILITIES 6,652 4,930
Total liabilities 383,431 382,767
SHAREHOLDERS' EQUITY:
Common stock, par value $.01 per share;
10,000,000 shares authorized; 3,600,689 and
3,601,604 shares issued, respectively 36 36
Surplus 8,039 8,047
Net unrealized gain on securities available
for sale 1,487 1,045
Retained earnings 42,053 38,748
Less treasury stock--64,100 shares and 65,015
shares, respectively at cost (254) (260)
Total shareholders' equity 51,361 47,616
Total liabilities and shareholders'
equity $434,792 $430,383
The accompanying notes are an integral part of these statements.
UNITED SECURITY BANCSHARES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Dollars in thousands, except per share data)
Three Months Ended Nine Months Ended
September 30, September 30,
1997 1996 1997 1996
(Unaudited)
INTEREST INCOME:
Interest and fees on loans $5,716 $5,395 $16,454 $14,913
Interest on securities 3,665 3,614 11,266 10,673
Total interest income 9,381 9,009 27,720 25,586
INTEREST EXPENSE:
Interest on deposits 3,359 3,416 10,060 9,632
Interest on borrowings 472 562 1,493 1,584
Total interest expense 3,831 3,978 11,553 11,216
NET INTEREST INCOME 5,550 5,031 16,167 14,370
PROVISION FOR LOAN LOSSES 399 144 1,166 375
Net interest income after
provision for loan losses 5,151 4,887 15,001 13,995
NONINTEREST INCOME:
Service and other charges on
deposit accounts 471 480 1,383 1,326
Other income 275 232 693 585
Securities gains 202 33 359 259
Total noninterest income 948 745 2,435 2,170
NONINTEREST EXPENSES:
Salaries and employee benefits 1,819 1,632 5,086 4,640
Occupancy expense 284 436 642 757
Furniture and equipment expense 317 523 951 988
Other expenses 1,859 461 4,273 2,292
Total noninterest expense 4,279 3,052 10,952 8,677
Income before income taxes 1,820 2,580 6,484 7,488
PROVISION FOR INCOME TAXES 632 719 1,823 2,057
NET INCOME $1,188 $1,861 $4,661 $5,431
AVERAGE NUMBER OF SHARES
OUTSTANDING 3,536,585 3,536,585 3,536,585 3,536,585
NET INCOME PER SHARE $.34 $.53 $1.32 $1.54
DIVIDENDS PER SHARE $.15 $.10 $.15 $.10
The accompanying notes are an integral part of these statements.
UNITED SECURITY BANCSHARES, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands, except per share data)
Nine Months Ended
September 30,
1997 1996
(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income: $ 4,661 $ 5,431
Adjustments:
Depreciation 462 425
Amortization of premiums and discounts, net 953 990
Amortization of intangibles 254 279
Provision for losses on loans 1,166 375
(Gain) loss on sale of securities, net (359) (259)
(Gain) loss on sale of fixed assets 0 0
Changes in assets and liabilities:
Decrease (increase) in other assets (5,551) (2,273)
(Decrease) increase in other liabilities 6,599 1,003
Total adjustments 3,524 540
Net cash provided by operating activities 8,185 5,971
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from maturities/call of securities
available for sale 3,281 8,795
Proceeds from sales of securities 36,562 27,024
(Purchase of) proceeds from sale of property
and equipment, net (1,053) (592)
Purchase of securities available for sale (39,931) (54,468)
Loan (originations) and principal repayments, net (3,789) (10,910)
Net cash received in acquisition of bank 0 8,606
Net cash used by investing activities (4,930) (21,545)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payment for fractional shares (3) 0
Decrease (increase) in customer deposits, net (3,058) 6,577
Dividends paid (1,357) (1,044)
(Decrease) increase in borrowings 2,000 12,040
Net cash used by financing activities (2,418) 17,573
Net increase (decrease) in cash and cash equivalents $ 837 $ 1,999
CASH AND CASH EQUIVALENTS, beginning of period 16,006 15,360
CASH AND CASH EQUIVALENTS, end of period $16,843 $17,359
The accompanying notes are an integral part of these statements.
UNITED SECURITY BANCSHARES, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. GENERAL
The accompanying unaudited condensed consolidated financial statements as
of September 30, 1997 and 1996 and for the three and nine months periods
then ended, include the accounts of United Security Bancshares, Inc. and
its subsidiaries. All significant intercompany transactions and accounts
have been eliminated.
The interim financial statements are unaudited but, in the opinion of
management, reflect all adjustments necessary for a fair presentation of
financial position and results of operations for such periods presented.
Such adjustments are of a normal, recurring nature. The results of
operation for any interim period are not necessarily indicative of results
expected for the fiscal year ended December 31, 1997. While certain
information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to the rules and
regulations of the Securities and Exchange Commission, management
believes that the disclosures herein are adequate to make the information
presented not misleading. These financial statements should be read in
conjunction with the consolidated financial statements and notes thereto
contained in the Annual Report on Form 10-K for the year ended
December 31, 1996, of United Security Bancshares, Inc. and Subsidiary. The
accounting policies followed by United Security Bancshares, Inc. ("USB")
are set forth in the summary of significant accounting policies in USB's
December 31, 1996 consolidated financial statements.
2. MERGER BETWEEN USB AND FBI
On June 30, 1997 First Bancshares, Inc. ("FBI") merged with and into USB,
and USB survived (combined entity the "Company").
Under the terms of the merger agreement, 1.4 million shares of the
Company's common stock were issued in exchange for all of the outstanding
shares of FBI's common stock (based on an exchange ratio of 5.8321 shares
of the Company's common stock for each share of FBI's common stock). The
merger was accounted for as a pooling-of-interests and, accordingly, the
information included in the financial statements and consolidated notes of
the Company presents the combined results of USB and FBI as if the merger
had been in effect for all periods presented. During the third quarter
ended September 30, 1997, costs incurred to integrate continuing
operations in conjunction with the merger totaled $626,000.
The accompanying condensed consolidated financial statements give effect to
the merger which has been accounted for as a pooling-of-interests.
Accordingly, the pre-merger accounts of the former USB have been combined
with those of FBI for all periods presented. Separate unaudited results of
operations of the combining entities for the three and six months ended
June 30, 1997 and 1996, are as follows:
Three Months Six Months
Ended Ended
June 30, June 30,
1997 1996 1997 1996
(Dollars in thousands)
Net interest revenue:
USB $2,668 $2,635 $5,353 $5,086
FBI 2,682 2,293 5,266 4,483
Net income:
USB $1,118 $1,044 $2,273 $2,116
FBI 589 767 1,201 1,453
3. EARNING PER SHARE
Earnings per share for the nine month periods and three month periods ended
September 30, 1997 and 1996 have been computed based on the earnings during
the periods, and the weighted average number of shares of common stock
outstanding during the periods.
4. STOCK OPTIONS
The shareholders approved the United Security Bancshares, Inc. Long-Term
Incentive Compensation Plan (the "LTICP"). The LTICP provides for a
number of forms of stock-based compensation with up to 60,000 shares of
the Company's common stock authorized for issuance through the Plan. The
Company may award eligible employees incentive and nonqualified stock
options, stock appreciation rights, and restricted stock. The LTICP became
effective June 1, 1997. As of September 30, 1997, options for 57,900
shares were outstanding.
5. ACCOUNTING PRONOUNCEMENTS
Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities
In June 1996, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 125, Accounting
for Transfers and Servicing of Financial Assets and Extinguishments of
Liabilities. SFAS No. 125 provides accounting and reporting standards for
transfers and servicing of financial assets and extinguishments of
liabilities based on consistent application of a financial-components
approach that focuses on control. Under that approach, after a transfer
of financial assets, an entity recognizes the financial and servicing
assets it controls and the liabilities it has incurred, derecognizes
financial assets when control has been surrendered, and derecognizes
liabilities when extinguished.
This statement is effective for transfers and servicing of financial assets
and extinguishments of liabilities occurring after December 31, 1996, and
is to be applied prospectively. Earlier or retroactive application is not
permitted. The Company adopted the provisions of the Standard on January 1,
1997. Based on the Company's current operating activities, the adoption of
this statement did not have an impact on the Company's financial condition
or results of operation.
Earning Per Share
In February 1997, the FASB issued SFAS No. 128, Earnings Per Share. This
Statement establishes standards for computing and presenting earnings per
share (EPS) and applies to entities with publicly held common stock or
potential common stock. This Statement simplifies the standards for
computing earnings per share previously found in APB Opinion No. 15,
Earnings Per Share, and makes them comparable to international EPS
standards. It replaces the presentation of primary EPS with a
presentation of basic EPS and requires dual presentation of basic and
diluted EPS on the face of the income statement for all entities with
complex capital structures and requires a reconciliation of
the numerator and denominator of the basic EPS computation to the numerator
and denominator of the diluted EPS computation.
This Statement is effective for financial statements issued for periods
ending after December 15, 1997, including interim periods; earlier
application is not permitted. This Statement requires restatement of all
prior period EPS data presented. The Company will adopt the Statement at
fiscal year-end 1998. Basic and dilutive earnings per share under SFAS
No. 128 would be identical to earnings per share as presented in the
financial statements.
Reporting of Comprehensive Income
In June 1997, the FASB issued SFAS No. 130, Reporting of Comprehensive
Income ("SFAS 130"), which establishes standard for reporting and display
of comprehensive income and its components (revenues, expenses, gains, and
losses) in a full set of financial statements. This statement also requires
that all items that are required to be recognized under accounting
standards as components of comprehensive income be reported in a
financial statement that is displayed with the same prominence as other
financial statements.
This statement is effective for fiscal years beginning after December 15,
1997. Earlier application is permitted. Reclassification of financial
statements for earlier periods provided for comparative purposes is
required.
Disclosure About Segments and Related Information
In June 1997, the FASB issued SFAS No. 131, Disclosures About Segments of
an Enterprise and Related Information ("SFAS 131"), which establishes
standards for the way that public business enterprises report information
about operating segments in annual financial statements and requires that
those enterprises report selected information about operating segments in
interim financial reports issued to stockholders. This statement also
establishes standards for related disclosures about products and services,
geographic areas, and major customers. This statement requires the
reporting of financial and descriptive information about an enterprise's
reportable operating segments.
This statement is effective for financial statements for periods beginning
after December 15, 1997. In the initial year of application, comparative
information for earlier years is to be restated.
6. SUBSEQUENT EVENT
Subsequent to September 30, 1997, the Company completed the sale of a
branch as required as part of the merger. As part of the sale, the
Company sold approximately $9.9 million in deposits, $2.3 million in
loans, and recognized a gain of $593,757. The gain will be recognized
during the quarter ended December 31, 1997.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
The following discussion and financial information are presented to aid in an
understanding of the current financial position and results of operations of
United Security Bancshares, Inc. ("United Security"). United Security is the
Parent Holding Company of First United Security Bank (the "Bank"), and it has
no operations of any consequence other than the ownership of its subsidiary.
The Bank's name was changed from United Security Bank to First United Security
Bank on July 9, 1997.
The emphasis of this discussion is a comparison of Assets, Liabilities, and
Capital for the nine months ended September 30, 1997, to year-end 1996; while
comparing income for the nine and three months ended September 30, 1997, to
income for the nine months ended September 30, 1996.
On the close of business June 30, 1997, United Security Bancshares, Inc. and
United Security Bank completed the merger with First Bancshares, Inc. and
First Bank and Trust. The merger is considered as a "pooling of interest" for
accounting and financial reporting purposes; therefore, all financial
information presented combines the results of both institutions as if the
merger had been in effect for all periods presented.
On June 1, 1996, United Security Bank completed the acquisition of all the
outstanding shares of Brent Banking Company. The acquisition increased United
Security's total assets by $33.7 million. The discussion and analysis below,
therefore, will be impacted by some increases due to the acquisition.
All yields and ratios presented and discussed herein are based on the cash
basis and not on the tax-equivalent basis.
COMPARING THE NINE MONTHS ENDED SEPTEMBER 30, 1997, TO THE NINE MONTHS ENDED
SEPTEMBER 30, 1996:
Net income decreased $770,000, or 14.2%, thus decreasing net income per share
to $1.32 from $1.54. The decrease is primarily attributable to a $2,275,000,
or 26.2%, increase in noninterest expense and a $791,000 increase in provision
for loan losses which were offset by a $1,797,000, or 12.5%, increase in net
interest income. The increase in the provision for loan losses was a result
of conforming the loss analysis methodologies between the two banks and
resulted in raising the allowance for loan losses to a higher level within
management's acceptable range. The allowance for loan losses reflects
management's estimates which take into account historical experience, the
amount of nonperforming assets, and general economic conditions.
The $2,275,000, or 26.2%, increase in noninterest expense was primarily
attributed to increases in salaries and employee benefits expenses by $446,000
and other expenses by $1,981,000. A significant portion of these increases is
associated with the cost of adding twelve offices to the Acceptance Loan
Company, a wholly owned subsidiary of First United Security Bank, and expenses
associated with the Brent Banking Company acquisition of June 1, 1996.
Additionally, certain non-recurring expenses associated with the merger of
approximately $626,000 were recognized in the third quarter of 1997.
COMPARING THE THREE MONTHS ENDED SEPTEMBER 30, 1997, TO THE THREE MONTHS ENDED
SEPTEMBER 30, 1996:
Net income decreased $673,000, or 36.2%, thus decreasing net income per share
to $.34 from $.53. The decrease is primarily attributable to a $1,227,000, or
40.2%, increase in noninterest expense and a $255,000 increase in provision
for loan losses which were offset by a $519,000, or 10.3%, increase in net
interest income. The increase in the provision for loan losses was a result
of conforming the loss analysis methodologies between the two banks and
resulted in raising the allowance for loan losses to a higher level within
management's acceptable range. The allowance for loan losses reflects
management's estimates which took into account historical experience, the
amount of nonperforming assets, and general economic conditions.
The $1,127,000, or 40.2%, increase in noninterest expense was primarily
attributed to increases in salaries and employee benefits expenses by $187,000
and other expenses by $1,398,000. A significant portion of these increases is
associated with the cost of adding twelve offices to the Acceptance Loan
Company, a wholly owned subsidiary of First United Security Bank and expenses
associated with the merger of approximately $626,000.
COMPARING THE SEPTEMBER 30, 1997 STATEMENT OF FINANCIAL CONDITION TO DECEMBER
31, 1996:
In comparing the financial condition at the end of 1996 to September 30, 1997,
the liquidity and capital resources did not materially change during the
period. Total assets increased $4.4 million to $434.8 million, while
liabilities increased $664,000 to $382.8 million. Retained earnings increased
$3.3 million, or 8.5%, due to earnings in excess of dividends paid during the
period. This change and an increase of $442,000 in net unrealized gain on
available for sale securities increased shareholders' equity by $3.8 million
to $51.4 million.
CAPITAL RESOURCES:
The Bank's primary sources of funds are customer deposits, repayments of loan
principal, and interest from loans and investments. While scheduled principal
repayments on loans and mortgage-backed securities are a relatively
predictable source of funds, deposit flows, and loan prepayments are greatly
influenced by general interest rates, economic conditions, and competition.
The Bank manages the pricing of its deposits to maintain a desired deposit
balance. In addition, short-term investments such as Federal Funds Sold are
additional sources of liquidity.
The Bank is required to maintain certain levels of regulatory capital. At
September 30, 1997 and December 31, 1996, United Security and the Bank were in
compliance with all regulatory capital requirements.
Management is not aware of any condition that currently exists that would have
any adverse effects on the liquidity, capital resources, or operation of
United Security Bancshares, Inc. However, the Company is a defendant in
certain claims and legal actions arising in the ordinary course of business.
In the opinion of management, after consultation with legal counsel, the
ultimate disposition of these matters is not expected to have a material
adverse effect on the financial position of the Company.
SUBSEQUENT EVENTS:
Subsequent to September 30, 1997, the Company completed the sale of a branch
as required as part of the merger. As part of the sale, the Company sold
approximately $9.9 million in deposits, $2.3 million in loans, and recognized
a gain of $593,757. The gain will be recognized during the quarter ended
December 31, 1997.
PART II: OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibit 27, Financial Data Schedule, filed herewith.
(b) A report on Form 8-K, dated June 30, 1997, was filed on July 2,
1997, reporting pursuant to Item 2 of Form 8-K the merger of First
Bancshares, Inc. with and into the Registrant and the merger of
First Bank and Trust with and into the Registrant's wholly-owned
subsidiary, United Security Bank.
(c) A report on Form 8-K, dated July 22, 1997, was filed on July 25,
1997, reporting pursuant to Item 4 of Form 8-K a change in the
Registrant's certifying accountant.
(d) A report on Form 8-K/A, dated September 10, 1997, was filed
September 10, 1997, reporting pursuant to Item 7 of Form 8-K the
financial statements relating to the merger of First Bancshares,
Inc. with and into the Registrant.
SIGNATURE PAGE
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.
UNITED SECURITY BANCSHARES, INC.
DATE: November 13, 1997
BY: /s/ Larry M. Sellers
Its Vice-President, Secretary, and Treasurer
(Duly Authorized Officer and Principal Financial Officer)