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 September 30, 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 October 31, 1997 there were 3,684,341 shares of such stock
outstanding.
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2
UNITED SECURITY BANCORPORATION
INDEX TO QUARTERLY REPORT ON FORM 10-Q
September 30, 1997
Table of Contents
Page
Part I Financial Information
Item 1. Financial Statements
Consolidated Statements of Condition - September 30,
1997
and December 31, 1996 . . . . . . . . . . . . . . .
3
Consolidated Statements of Income - Three Months and
Nine Months Ended September 30, 1997 and 1996 . . .
4
Consolidated Condensed Statements of Cash Flows -
Nine Months Ended September 30, 1997 and 1996 . . .
5
Notes to Consolidated Financial Statements . . . .
6-8
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations . . . . . . . .
9-10
Part II Other Information
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . .
11
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . .
12
2
3 UNITED SECURITY BANCORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CONDITION
Sept 30,
December 31,
($ in thousands) 1997 1996
ASSETS
(Audited)
Cash and due from banks $ 14,871 $
10,430
Overnight interest bearing deposits with
other banks 7,722
6,223
Federal funds sold 6,510
10,770
--------- -------
- --
Cash and cash equivalents 29,103
27,423
Securities (Note 2) 43,871
15,613
Loans, net of allowance for loan losses of $1,888
in 1997 and $2,034 in 1996 (Notes 3 and 4) 192,108
176,386
Accrued interest receivable 2,601
2,108
Premises and equipment, net 8,100
6,117
Foreclosed real estate and other foreclosed
assets 434
205
Life insurance and salary continuation assets 2,483
2,311
Intangible assets (Note 5) 2,307
119
Other assets 799
767
--------- -------
- --
TOTAL ASSETS $ 281,806 $
231,049
=========
=========
LIABILITIES
Noninterest bearing - demand deposits $ 42,828 $
33,281
Interest bearing:
NOW and savings accounts 108,965
80,735
Time, $100,000 and over 25,539
24,554
Other time 65,591
58,829
--------- -------
- --
TOTAL DEPOSITS 242,923
l97,399
Notes payable 3,635
2,491
Capital lease obligations 737
751
Accrued interest payable 705
630
Other liabilities 2,133
1,765
--------- -------
- --
TOTAL LIABILITIES 250,133
203,036
STOCKHOLDERS' EQUITY
Common stock, no par, shares authorized
15,000,000; issued and outstanding 3,684,341
in 1997 and 3,682,341 in 1996 21,014
21,001
Retained earnings 10,955
7,276
Net unrealized loss on securities available-
for-sale, net of tax of $87 in 1997 and
$136 for 1996 (168)
(264)
Guaranteed bank loan to Employee Stock
Ownership Plan (128)
--------- -------
- --
TOTAL STOCKHOLDERS' EQUITY 31,673
28,013
--------- -------
- --
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 281,806 $
231,049
=========
=========
The accompanying notes are an integral part of these statements.
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4
UNITED SECURITY BANCORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
($ in thousands, except per share)
Three Months Ended
Sept 30,
Year-To-Date
1997 1996
1997 1996
INTEREST INCOME
Interest and fees on loans and leases $ 5,391 $ 4,852
$15,144 $13,709
Interest on securities 505 279
1,096 971
Other interest income 328 206
799 459
------- ------- ---
- ---- -------
TOTAL INTEREST INCOME 6,224 5,337
17,039 15,139
------- ------- ---
- ---- -------
INTEREST EXPENSE
Interest on deposits 2,337 2,031
6,477 5,789
Interest on borrowings 92 80
231 221
------- ------- ---
- ---- -------
TOTAL INTEREST EXPENSE 2,429 2,111
6,708 6,010
------- ------- ---
- ---- -------
NET INTEREST INCOME 3,795 3,226
10,331 9,129
Provision for loan losses (Note 4) 227 136
548 403
------- ------- ---
- ---- -------
NET INTEREST INCOME AFTER PROVISION FOR
LOAN LOSSES 3,568 3,090
9,783 8,726
------- ------- ---
- ---- -------
NONINTEREST INCOME
Fees and service charges 350 273
933 822
Insurance commissions 310 324
893 956
Securities gains/(losses)
(25) 53
Insurance proceeds (Note 5) 796
796
Other 154 207
397 454
------- ------- ---
- ---- -------
TOTAL NONINTEREST INCOME 1,610 804
2,994 2,285
------- ------- ---
- ---- -------
NONINTEREST EXPENSE
Salaries and employee benefits 1,564 1,505
4,450 4,405
Occupancy expense, net 176 161
480 458
Equipment expense 206 171
542 539
Other operating expense 716 446
1,802 1,360
------- ------- ---
- ---- -------
TOTAL NONINTEREST EXPENSE 2,662 2,283
7,274 6,762
------- ------- ---
- ---- -------
INCOME BEFORE TAXES 2,516 1,611
5,503 4,249
FEDERAL INCOME TAX EXPENSE 806 483
1,823 1,342
------- ------- ---
- ---- -------
NET INCOME $ 1,710 $ 1,128 $
3,680 $ 2,907
======= =======
======= =======
Earnings per common share $ .46 $ .31 $
1.00 $ .79
Weighted average shares outstanding 3,684,341 3,682,341
3,683,352 3,672,904
The accompanying notes are an integral part of these statements.
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UNITED SECURITY BANCORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEAR-TO-DATE SEPTEMBER 30, 1997 AND 1996
($ in thousands)
1997 1996
Increase in Cash and Cash Equivalents
Net income $ 3,680 $ 2,907
Cash flows from operating activities:
Provision for loan losses 548 403
Depreciation and amortization 349 389
(Increase)/decrease in assets and liabilities
Accrued interest receivable (493) (423)
Life insurance and salary continuation
assets (172) (263)
Intangible assets (2,173) 69
Other assets (48) 58
Accrued interest payable 75 102
Other liabilities 368 313
------- -------
Net cash provided by operating activities 2,134 3,555
------- -------
Cash flows from investing activities:
Securities:
Maturities 250 7,636
Sales 4,595 4,526
Purchases (33,007) (7,649)
Net (increase)/decrease in loans and leases(16,270) (29,106)
Purchases of premises and equipment (2,332) (213)
Foreclosed real estate activity (229) (250)
------- -------
Net cash provided by investing activities (46,993) (25,056)
------- -------
Cash flows from financing activities:
Net increase in deposits 45,524 37,379
Proceeds from notes payable 1,043 2,529
Principal payments on notes payable (27) (27)
Principal payments on capital lease
obligations (14) (12)
Cash received from stock sales 20 200
Cash paid for redemption of fractional
shares (7) (7)
------- -------
Net cash provided by financing activities 46,539 40,062
------- -------
Net increase/(decrease) in cash and
cash equivalents 1,680 18,561
Cash and cash equivalents, beginning of year 27,423 15,581
------- -------
Cash and cash equivalents, end of quarter $29,103 $34,142
======= =======
The accompanying notes are an integral part of these statements.
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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 September 30, 1997,
December 31, 1996, and September 30, 1996, and the results of
operations and the changes in financial position for the nine month
period ended September 30, 1997 and 1996.
Certain reclassifications of 1996 balances have been made to
conform with the September 30, 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 previously disclosed stock
split-ups.
In February 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standard No. 128 (SFAS 128),
Earnings Per Share, which establishes new standards for computing
and presenting earnings per share. SFAS 128 is effective for
financial statements issued for periods ending after December 15,
1997 and requires restatement of all prior-period earnings per
share data. Early application of SFAS 128 is not permitted. The
Company's adoption of the provision of SFAS 128 will result in the
dual presentation of basic and diluted earnings per share. The
Company has previously disclosed basic earnings per share. Diluted
earnings per share as calculated under SFAS 128 is not expected to
materially differ, if at all from previously disclosed earnings per
share.
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UNITED SECURITY BANCORPORATION
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 September 30, 1997 and December
31, 1996 were as follows:
Sept 30, 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 $ 501 $ 501 $ 500 $
500 $ 500
Obligations of federal government
agencies 22,088 22,062 22,062 1,800
1,799 1,799
Mortgage backed securities 11,218 11,244 11,244 6,395
6,348 6,348
Obligations of states, municipalities
and political subdivisions 3,255 3,223 3,223 3,250
3,099 3,099
Other securities 5,791 5,567 5,567 3,463
3,262 3,262
------- ------- ------- ------- --
- ---- ------
42,852 42,597 42,597 15,408
15,008 15,008
Securities held-to-maturity:
Obligations of states, municipalities
and political subdivisions 1,274 1,286 1,274 605
611 605
------- ------- ------- ------- ---
- ---- -------
Total $44,126 $43,883 $43,871 $16,013
$15,619 $15,613
======= ======= ======= =======
======= =======
NOTE 3. LOANS
Loan detail by category as of September 30, 1997 and December 31,
1996 were as follows:
($ in thousands) Sept 30,
December 31,
1997
1996
(Audited)
Commercial and industrial $107,906 $
97,086
Agricultural 27,836
25,621
Real estate mortgage 31,945
29,318
Real estate construction 8,271
9,954
Installment 10,171
10,527
Lease financing 5,129
3,038
Bank cards and other 3,326
3,384
-------- ------
- --
Total loans 194,584
178,928
Allowance for loan losses (1,888)
(2,034)
Deferred loan fees, net of deferred costs (588)
(508)
-------- ------
- --
Net loans $192,108
$176,386
========
========
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UNITED SECURITY BANCORPORATION
NOTE 4. ALLOWANCE FOR LOAN LOSSES
The allowance for loan loss is maintained at levels considered
adequate by management to provide for possible loan losses. The
allowance is based on management's assessment of various factors
affecting the loan portfolio, including problem loans, business
conditions and loss experience, and an overall evaluation of the
quality of the underlying collateral. Changes in the allowance for
loan loss during the three and nine months ended September 30, 1997
and 1996 were as follows:
Three Months Ended
Sept 30, Year-To-
Date
($ in thousands) 1997 1996 1997
1996
Balance, beginning of period $1,977 $1,570 $2,034
$1,391
Provision for loan losses 227 136 548
403
Loan charge-offs (318) (73) (747)
(165)
Loan recoveries 2 3 53
7
------ ------ ------ --
- ----
Balance, end of period $1,888 $1,636 $1,888
$1,636
====== ====== ======
======
NOTE 5. SUBSEQUENT EVENTS
In July 1997 the Company acquired five branches from Wells Fargo
Bank. United Security Bank acquired two of the branches in Moses
Lake and Davenport, Washington. Home Security Bank acquired three
of the branches in Walla Walla, Mabton, and Naches, Washington.
These branches are located in the identified market place for the
two Banks. The acquisitions will increase deposits by
approximately $35 million, premises and equipment by $1.8 million,
and other assets by $2.3 million primarily for core deposit
acquisition costs.
The Company previously disclosed a loss due to an embezzlement by a
former employee of its subsidiary, Home Security Bank. In third
quarter 1997 the Company received from its insurance carrier
$796,000. This is a full recovery of the embezzlement, except for
the insurance policy deductible of $50,000. The income has
improved third quarter 1997 results, net of federal income taxes.
In fourth quarter 1997 the Company anticipates acquiring Community
Ban Corporation and its wholly-owned subsidiary Bank of Pullman.
This will add approximately $60 million in assets, $35 million in
loans, and $51 million in deposits. The purchase method of
accounting will be used for the acquisition. The purchase is
approximately $12 million with an acquired intangible asset of
approximately $5 million.
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UNITED SECURITY BANCORPORATION
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS
OF OPERATIONS
Preliminary Note Regarding Forward-Looking Statements
The information set forth in this item 2 includes "forward-looking
statements" within the meaning of Section 27A of the Securities Act
of 1933, as amended, and Section 21E of the Exchange Act, and is
subject to the safe harbor created by those sections.
Overview
A performance summary and detailed discussion regarding the third
quarter and year-to-date results in 1997 and 1996 follow this
table.
UNITED SECURITY BANCORPORATION AND SUBSIDIARIES
PERFORMANCE SUMMARY
Three Months Ended
Sept 30, Year-To-
Date
%
%
($ in thousands) 1997 1996 Change 1997
1996 Change
Interest income $ 6,224 $ 5,337 16.6% $17,039
$15,139 12.6%
Interest expense 2,429 2,111 15.1% 6,708
6,010 11.6%
------- ------- ----- -------
- ------- -----
Net interest income 3,795 3,226 17.6% 10,331
9,129 13.2%
Provision for loan losses 227 136 66.9% 548
403 36.0%
------- ------- ----- -------
- ------- -----
Net interest income after
provision for loan losses 3,568 3,090 15.5% 9,783
8,726 12.1%
Noninterest income 1,610 804 100.2% 2,994
2,285 31.0%
Noninterest expense 2,662 2,283 16.6% 7,274
6,762 7.6%
------- ------- ----- -------
- ------- -----
Income before income taxes 2,516 1,611 56.2% 5,503
4,249 29.5%
Income taxes 806 483 66.9% 1,823
1,342 35.8%
------- ------- ----- -------
- ------- -----
Net income $ 1,710 $ 1,128 51.6% $ 3,680
$ 2,907 26.6%
======= ======= ===== =======
======= =====
Earnings per share $ .46 $ .31 51.5% $ 1.00
$ .79 26.2%
Average shares outstanding 3,684,341 3,682,341 .1% 3,683,352
3,672,904 .3%
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 27%
increase in net income to $3,680,000 for the first nine months of
1997 compared to $2,907,000 for the same period in 1996. Earnings
per share increased by 26% to $1.00 compared to $.79 for 1996. For
third quarter 1997, earnings increased 52% to $1,710,000 compared
to $1,128,000 for the same period in 1996. Earnings per share in
third quarter was $.46 in 1997 and $.31 in 1996, an increase of
52%.
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UNITED SECURITY BANCORPORATION
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (continued)
Net income was improved for the year and quarter due to the receipt
of $796,000 in insurance proceeds recovering an embezzlement loss
reported in 1996. Net of taxes the proceeds improved net income
for the year and quarter by $525,000 or $.14 per share.
Net Interest Income
Net interest income grew 13% to $10,331,000 in 1997 compared to
$9,129,000 in 1996. The increase is primarily the result of loan
growth. Total loans grew 13% to $193,996,000 as of September 30,
1997 compared to $172,358,000 as of September 30, 1996. The net
interest margin to average earning assets was 6.16% and 6.31% as of
September 30, 1997 and 1996, respectively.
Provision for Loan Losses
The allowance for loan losses grew 15%, comparing September 30,
1997 to 1996, which represents .97% and .95% of loans,
respectively.
Noninterest Income
Noninterest income increased by 31% to $2,994,000 during the first
nine months of 1997 compared to $2,285,000 for the same period in
1996. The primary factor for the increase was the insurance
proceeds of $796,000 described above. Fees and service charges
increased 14% to $933,000 in 1997 from $822,000 in 1996 due to
deposit growth patterns. This was offset by a 7% decline in
insurance commissions, a loss on sales of available-for-sale
securities. The loss on the sales of securities allowed the
Company to reposition and improve the yield on its securities
portfolio.
Noninterest Expense
Noninterest expense increased by 8% in 1997 compared to 1996 as the
Company continued its expansion and its planned acquisition
activity. The Company efficiency ratio improved to 54.49%, and
57.94% without the insurance proceeds for 1997, compared to 59.52%
for 1996.
Liquidity and Capital Resources
The Company completed its acquisition of five Wells Fargo branches
in July, 1997 increasing deposits by approximately $35 million,
premises and equipment by $1.8 million and other assets by $2.3
million primarily for core deposit acquisition costs.
In fourth quarter 1997 the Company anticipates acquiring Community
Ban Corporation and its wholly-owned subsidiary Bank of Pullman.
This will add approximately $60 million in assets, $35 million in
loans, and $51 million in deposits. The purchase method of
accounting will be used for the acquisition. The purchase price is
approximately $12 million with an acquired intangible asset of
approximately $5 million.
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UNITED SECURITY BANCORPORATION
Part II
Other Information
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
None in third quarter 1997.
(b) Reports on Form 8-K during second quarter 1997
Date Item # Subject
July 24, 1997 Item 5. United Security Collects Insurance
Settlement
July 24, 1997 Item 5. United Security Completes Purchase of Five
Wells Fargo
Branches
August 27, 1997 Item 5. United Security Bancorporation to Acquire
Bank of
Pullman
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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: November 10, 1997 /s/ Chad Galloway
----------------- -------------------------------
- ---
Chad Galloway, Vice President
and
Chief Financial Officer
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