U.S. SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) ( X ) Quarterly report under Section 13 or 15 (d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 1997 or -------------- ( ) Transition report under Section 13 or 15 (d) of the Exchange Act For the transition period from to Commission file number 000 - 18561 UNITED SECURITY BANCORPORATION (Exact Name of Registrant as Specified in Its Charter) Washington 91-1259511 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 9506 North Newport Highway, Spokane, WA 99218-1200 (Address of Principal Executive Offices) (509) 467-6949 (Issuer's Telephone Number, Including Area Code) Check whether the issuer: (1) 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 issuer has one class of capital stock, that being common stock. On April 30, 1997 there were 3,682,341 shares of such stock outstanding. 1 2 UNITED SECURITY BANCORPORATION INDEX QUARTERLY REPORT ON FORM 10-Q March 31, 1997 Table of Contents Page Part I Financial Information Item 1. Financial Statements Consolidated Statements of Condition - March 31, 1997 December 31, 1996 . . . . . . . . . . . . . . . . 3 Consolidated Statements of Income - Three Months Ended March 31, 1997 and 1996 . . . . . . . . . . . . . . 4 Consolidated Condensed Statements of Cash Flows - Three Months Ended March 31, 1997 and 1996 . . . . 5 Notes to Consolidated Financial Statements . . . . 6-7 Item 2. Management's Discussion and Analysis or Plan of Operation . . . . . . . . . . . . . . . . . . . . . 8-9 Part II Other Information Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . 10 Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 2 3 UNITED SECURITY BANCORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CONDITION March 31, December 31, ($ in thousands) 1997 1996 ASSETS (Audited) Cash and due from banks $ 9,882 $ 10,430 Overnight interest bearing deposits with other banks 10,327 6,223 Federal funds sold 9,230 10,770 --------- ------- - -- Cash and cash equivalents 29,439 27,423 Securities (Note 2) 18,825 15,613 Loans, net of allowance for loan losses of $2,206 in 1997 and $2,034 in 1996 (Notes 3 and 4) 175,356 176,386 Accrued interest receivable 2,114 2,108 Premises and equipment, net 6,014 6,117 Foreclosed real estate and other foreclosed assets 337 205 Life insurance and salary continuation assets 2,364 2,311 Other assets 916 886 --------- ------- - -- TOTAL ASSETS $ 235,365 $ 231,049 ========= ========= LIABILITIES Noninterest bearing - demand deposits $ 30,855 $ 33,281 Interest bearing: NOW and savings accounts 87,151 80,735 Time, $100,000 and over 24,516 24,554 Other time 58,520 58,829 --------- ------- - -- TOTAL DEPOSITS 201,042 l97,399 Note payable 2,479 2,491 Capital lease obligations 746 751 Accrued interest payable 581 630 Other liabilities 1,628 1,765 --------- ------- - -- TOTAL LIABILITIES 206,476 203,036 STOCKHOLDERS' EQUITY Common stock, no par, shares authorized 15,000,000; issued and outstanding 3,682,341 in 1997 and 3,665,049 in 1996 20,994 21,001 Retained earnings 8,264 7,276 Net unrealized loss on securities available- for-sale, net of tax of $190 in 1997 and $136 for 1996 (369) (264) --------- ------- - -- TOTAL STOCKHOLDERS' EQUITY 28,889 28,013 --------- ------- - -- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 235,365 $ 231,049 ========= ========= The accompanying notes are an integral part of these statements. 3 4 UNITED SECURITY BANCORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME ($ in thousands, except per share) Three Months Ended March 31, 1997 1996 INTEREST INCOME Interest and fees on loans and leases $ 4,786 $ 4,240 Interest on securities 295 387 Other interest income 241 140 ------- ------- TOTAL INTEREST INCOME 5,322 4,767 ------- ------- INTEREST EXPENSE Interest on deposits 2,037 1,860 Interest on notes and capital leases 75 62 ------- ------- TOTAL INTEREST EXPENSE 2,112 1,922 ------- ------- NET INTEREST INCOME 3,210 2,845 Provision for loan losses (Note 4) 153 146 ------- ------- NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 3,057 2,699 ------- ------- NONINTEREST INCOME Fees and service charges 265 252 Insurance commissions 288 312 Securities gains/(losses) (25) 51 Other 104 130 ------- ------- TOTAL NONINTEREST INCOME 632 745 ------- ------- NONINTEREST EXPENSE Salaries and employee benefits 1,455 1,415 Occupancy expense, net 145 146 Equipment expense 167 191 Other operating expense 457 390 ------- ------- TOTAL NONINTEREST EXPENSE 2,224 2,142 ------- ------- INCOME BEFORE TAXES 1,465 1,302 FEDERAL INCOME TAX EXPENSE 476 463 ------- ------- NET INCOME $ 989 $ 839 ======= ======= Earnings per common share $ .27 $ .23 Weighted average shares outstanding 3,682,341 3,665,049 The accompanying notes are an integral part of these statements. 4 5 UNITED SECURITY BANCORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS YEAR-TO-DATE MARCH 31, 1997 AND 1996 ($ in thousands) 1997 1996 Increase in Cash and Cash Equivalents Net income $ 989 $ 839 Cash flows from operating activities: Provision for loan losses 153 146 Depreciation and amortization 114 127 (Increase)/decrease in assets and liabilities Accrued interest receivable (6) (227) Life insurance and salary continuation assets (53) (28) Other assets (30) (164) Accrued interest payable (49) 47 Other liabilities (137) 460 ------- ------- Net cash provided by operating activities 981 1,200 ------- ------- Cash flows from investing activities: Securities: Maturities 294 2,332 Sales 4,577 3,306 Purchases (8,189) (6,595) Net (increase)/decrease in loans and leases 877 (10,332) Purchases of premises and equipment (11) (100) Foreclosed real estate activity (132) 19 ------- ------- Net cash provided by investing activities ( 2,584) (11,370) ------- ------- Cash flows from financing activities: Net increase in deposits 3,643 15,184 Proceeds from notes payable 2,529 Principal payments on notes payable (12) (6) Principal payments on capital lease obligations (5) (4) Cash paid for redemption of fractional shares (7) (7) ------- ------- Net cash provided by financing activities 3,619 17,696 ------- ------- Net increase/(decrease) in cash and cash equivalents 2,016 7,526 Cash and cash equivalents, beginning of year 27,423 15,581 ------- ------- Cash and cash equivalents, end of quarter $29,439 $23,107 ======= ======= The accompanying notes are an integral part of these statements. 5 6 UNITED SECURITY BANCORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1. Management Statement In the opinion of the Company, the accompanying audited and unaudited Consolidated Financial Statements present fairly the financial position of the Company as of March 31, 1997, December 31, 1996, and March 31, 1996, and the results of operations and the changes in financial position for the three month period ended March 31, 1997 and 1996. Certain reclassifications of 1996 balances have been made to conform with the March 31, 1997 presentation; there was no impact on net income, earnings per share or stockholders' equity. Also per share amounts and weighted average shares outstanding have been retroactively adjusted to reflect a previously disclosed stock split-ups. NOTE 2. Securities Most of the securities are classified as available-for-sale and are stated at fair value, and unrealized holding gains and losses, net of related deferred taxes, are reported as a separate component of stockholders' equity. Gains or losses on available-for-sale securities sales are reported as part of noninterest income based on the net proceeds and the adjusted carrying amount of the securities sold, using the specific identification method. Carrying amount and fair values at March 31, 1997 and December 31, 1996 were as follows: March 31, 1997 December 31, 1996 Amortized Fair Financial Amortized Fair Financial ($ in thousands) Cost Value Statements Cost Value Statements Securities available-for-sale: U.S. Treasury securities $ 500 $ 500 $ 500 $ 500 $ 500 $ 500 Obligations of federal government agencies 1,000 999 999 1,800 1,799 1,799 Mortgage backed securities 8,322 8,228 8,228 6,395 6,348 6,348 Obligations of states, municipalities and political subdivisions 3,252 3,041 3,041 3,250 3,099 3,099 Other securities 5,704 5,452 5,452 3,463 3,262 3,262 ------- ------- ------- ------- -- - ---- ------ 18,778 18,220 18,220 15,408 15,008 15,008 Securities held-to-maturity: Obligations of states, municipalities and political subdivisions 605 607 605 605 611 605 ------- ------- ------- ------- --- - ---- ------- Total $19,393 $18,827 $18,825 $16,013 $15,619 $15,613 ======= ======= ======= ======= ======= ======= 6 7 UNITED SECURITY BANCORPORATION NOTE 3. LOANS Loan detail by category as of March 31, 1997 and December 31, 1996 were as follows: ($ in thousands) March 31, December 31, 1997 1996 (Audited) Commercial and industrial $ 98,607 $ 97,086 Agricultural 25,462 25,621 Real estate mortgage 28,815 29,318 Real estate construction 8,208 9,954 Installment 10,437 10,527 Lease financing 3,355 3,038 Bank cards and other 3,147 3,348 -------- ------ - -- Total loans 178,031 178,928 Allowance for loan losses (2,206) (2,034) Deferred loan fees, net of deferred costs (469) (508) -------- ------ - -- Net loans $175,356 $176,386 ======== ======== NOTE 4. ALLOWANCE FOR LOAN LOSSES The allowance for loan loss is maintained at levels considered adequate by management to provide for possible loan losses. The allowance is based on management's assessment of various factors affecting the loan portfolio, including problem loans, business conditions and loss experience, and an overall evaluation of the quality of the underlying collateral. Changes in the allowance for loan loss during the three months ended March 31, 1997 and 1996 were as follows: Three Months Ended March 31, ($ in thousands) 1997 1996 Balance, beginning of period $2,034 $1,391 Provision for loan losses 153 146 Loan charge-offs (25) (73) Loan recoveries 44 1 ------ ------ Balance, end of period $2,206 $1,465 ====== ====== 7 8 UNITED SECURITY BANCORPORATION Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION A performance summary and detailed discussion regarding the first quarter 1996 and 1995 follow this table. UNITED SECURITY BANCORPORATION AND SUBSIDIARIES PERFORMANCE SUMMARY Three Months Ended March 31, % ($ in thousands) 1996 1995 Change Interest income $5,322 $4,767 11.6% Interest expense 2,112 1,922 9.9% ------ ------ ------ Net interest income 3,210 2,845 12.8% Provision for loan losses 153 146 4.8% ------ ------ ------ Net interest income after provision for loan losses 3,057 2,699 13.3% Noninterest income 632 745 -15.2% Noninterest expense 2,224 2,142 3.8% ------ ------ ------ Income before income taxes 1,465 1,302 12.5% Income taxes 476 463 2.8% ------ ------ ------ Net income $ 989 $ 839 17.9% ====== ====== ====== Earnings per share $ .27 $.23 17.3% Average shares outstanding 3,682,341 3,665,049 .5% Results of Operations The results of operations include the consolidated results of operations for United Security Bancorporation and its wholly-owned subsidiaries (Company), United Security Bank, Home Security Bank, USB Insurance Agencies, Inc., USB Mortgage Company and USB Leasing, Inc. This information should be read in conjunction with the financial statements and related notes appearing in this report. United Security Bancorporation and its subsidiaries reported an 18% increase in net income to $989,000 for the first three months of 1997 compared to $839,000 for the same period in 1996. Earnings per share increased by 17% to $.27 compared to $.23 for 1996. 8 9 UNITED SECURITY BANCORPORATION Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION (continued) Net Interest Income Net interest income grew 13% to $3,210,000 in 1997 compared to $2,845,000 in 1996. The increase is primarily the result of loan growth. Total loans grew 16% to $178,031,000 as of March 31, 1997 compared to $153,968,000 as of March 31, 1996. The net interest margin to average earning assets was 6.06% and 6.23% as of March 31, 1997 and 1996, respectively. Provision for Loan Losses The allowance for loan losses grew 51%, comparing March 31, 1997 to 1996, which represents 1.24% and .95% of loans, respectively. Noninterest Income Noninterest income decreased by 15% to $632,000 during the first three months of 1997 compared to $745,000 for the same period in 1996. Fees and service charges increased 5% to $265,000 in 1997 from $252,000 in 1996 due to deposit growth patterns. This was offset by an 8% decline in insurance commissions, a loss on sales of available-for-sale securities, and a $26,000 decline in other income. The loss on the sales of securities allowed the Company to reposition its securities portfolio to improve the yield on the new securities purchased. Noninterest Expense Noninterest expense increased by 4% in 1997 compared to first quarter 1996. The Company efficiency ratio was 58.47% for first quarter 1997 compared to 58.83% for the same period in 1996. The December 31, 1996 Form 10-KSB (Report) disclosed the Company had reached definitive agreement to purchase five branches in central and eastern Washington from a commercial bank. The Company has filed the necessary documents to complete this transaction with the applicable regulatory agencies. The Report also disclosed an embezzlement by a former employee of its subsidiary, Home Security Bank. The Company has filed a claim with its insurance carrier. No further information is available at this time. 9 10 UNITED SECURITY BANCORPORATION Part II Other Information Item 6. Exhibits and Reports on Form 8-K (a) Exhibits None in first quarter 1997. (b) Reports on Form 8-K. None in first quarter 1997. 10 11 UNITED SECURITY BANCORPORATION 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. UNITED SECURITY BANCORPORATION /s/ William C. Dashiell ------------------------------- - --- William C. Dashiell, President and Chief Executive Officer Date: April 30, 1997 /s/ Chad Galloway ---------------- ------------------------------- - --- Chad Galloway, Vice President and Chief Financial Officer 11