United States 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, 1998 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, 1998 there were 4,054,278 shares of such stock outstanding. 1 2 UNITED SECURITY BANCORPORATION INDEX TO QUARTERLY REPORT ON FORM 10-Q March 31, 1998 Table of Contents Page Part I Financial Information Item 1. Financial Statements Consolidated Statements of Condition - March 31, 1998 and December 31, 1997 . . . . . . . . . . . . . . . 3 Consolidated Statements of Income - Three Months Ended March 31, 1998 and 1997 . . . . . . . . . . . 4 Consolidated Condensed Statements of Cash Flows - Three Months Ended March 31, 1998 and 1997. . . . . 5 Notes to Consolidated Financial Statements . . . . 6-8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations . . . . . . . . 9-10 Item 3. Quantitative and Qualitative Disclosures About Market Risk . . . . . . . . . . . . . . . . . . . . 11 Part II Other Information Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . 11 Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 2 3 UNITED SECURITY BANCORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CONDITION March 31, December 31, ($ in thousands) 1998 1997 ASSETS (Audited) Cash and due from banks $ 16,787 $ 19,058 Overnight interest bearing deposits with other banks 1,351 9,656 Federal funds sold 1,785 5,210 --------- ------- - -- Cash and cash equivalents 19,923 33,924 Securities (Note 2) 65,161 66,770 Loans, net of allowance for loan losses of $2,647 in 1998 and $2,613 in 1997 (Notes 3 and 4) 238,803 226,735 Accrued interest receivable 3,150 2,867 Premises and equipment, net 8,627 9,199 Foreclosed real estate and other foreclosed assets 1,023 967 Life insurance and salary continuation assets 2,798 2,512 Intangible assets (Note 5) 6,814 6,910 Other assets 579 595 --------- ------- - -- TOTAL ASSETS $ 346,878 $ 350,479 ========= ========= LIABILITIES Noninterest bearing - demand deposits $ 60,099 $ 64,586 Interest bearing: NOW and savings accounts 127,446 129,811 Time, $100,000 and over 29,182 30,161 Other time 84,381 83,028 --------- ------- - -- TOTAL DEPOSITS 301,108 307,586 Notes payable 6,507 6,257 Capital lease obligations 727 732 Accrued interest payable 880 813 Other liabilities 3,118 2,002 --------- ------- - -- TOTAL LIABILITIES 312,340 317,390 STOCKHOLDERS' EQUITY Common stock, no par, shares authorized 15,000,000; issued and outstanding 4,054,278 in 1998 and 4,052,775 in 1997 28,388 28,383 Retained earnings 6,162 4,771 Accumulated other comprehensive income, net of tax (Note 1) (12) (65) --------- ------- - -- TOTAL STOCKHOLDERS' EQUITY 34,538 33,089 --------- ------- - -- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 346,878 $ 350,479 ========= ========= 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, 1998 1997 INTEREST INCOME Interest and fees on loans and leases $ 6,303 $ 4,786 Interest on securities 1,034 295 Other interest income 189 241 ------- ------- TOTAL INTEREST INCOME 7,526 5,322 ------- ------- INTEREST EXPENSE Interest on deposits 2,962 2,037 Interest on borrowings 169 75 ------- ------- TOTAL INTEREST EXPENSE 3,131 2,112 ------- ------- NET INTEREST INCOME 4,395 3,210 Provision for loan losses (Note 4) 184 153 ------- ------- NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 4,211 3,057 ------- ------- NONINTEREST INCOME Fees and service charges 366 265 Insurance commissions 284 288 Securities gains/(losses) 41 (25) Other 538 104 ------- ------- TOTAL NONINTEREST INCOME 1,229 632 ------- ------- NONINTEREST EXPENSE Salaries and employee benefits 2,072 1,455 Occupancy expense, net 261 145 Equipment expense 294 167 Other operating expense 784 457 ------- ------- TOTAL NONINTEREST EXPENSE 3,411 2,224 ------- ------- INCOME BEFORE TAXES 2,029 1,465 FEDERAL INCOME TAX EXPENSE 639 476 ------- ------- NET INCOME $ 1,390 $ 989 ======= ======= Earnings per common share $ .34 $ .24 Weighted average shares outstanding 4,052,610 4,050,575 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, 1998 AND 1997 ($ in thousands) 1998 1997 Increase in Cash and Cash Equivalents Net income $ 1,390 $ 989 Cash flows from operating activities: Provision for loan losses 184 153 Depreciation and amortization 173 114 (Increase)/decrease in assets and liabilities Accrued interest receivable (283) (6) Life insurance and salary continuation assets (286) (53) Other assets 112 (30) Accrued interest payable 67 (49) Other liabilities 1,116 (137) ------- ------- Net cash provided by operating activities 2,473 981 ------- ------- Cash flows from investing activities: Securities: Maturities 6,658 294 Sales 6,098 4,577 Purchases (11,094) (8,189) Net (increase)/decrease in loans and leases(12,252) 877 Sales of premises and equipment 923 Purchases of premises and equipment (524) (11) Foreclosed real estate activity (56) (132) ------- ------- Net cash provided by investing activities (10,247) (2,584) ------- ------- Cash flows from financing activities: Net increase/(decrease) in deposits (6,478) 3,643 Proceeds from notes payable 262 Principal payments on notes payable (12) (12) Principal payments on capital lease obligations (5) (5) Cash received from stock sales 18 Cash paid for redemption of fractional shares (12) (7) ------- ------- Net cash provided by financing activities (6,227) 3,619 ------- ------- Net increase/(decrease) in cash and cash equivalents (14,001) 2,016 Cash and cash equivalents, beginning of year 33,924 27,423 ------- ------- Cash and cash equivalents, end of quarter $19,923 $29,439 ======= ======= 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, 1998 and 1997 and December 31, 1997, and the results of operations and the changes in financial position for the three month period ended March 31, 1998 and 1997. Certain reclassifications of 1997 balances have been made to conform with the March 31, 1998 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 dividends and split-ups. Effective January 1, 1998, the Company adopted two recently issued Statement of Financial Accounting Standards (SFAS) as follows: SFAS No. 130, Reporting Comprehensive Income establishes standards for reporting and display of comprehensive, or all inclusive income. In the Company's case, based on current operations, it includes as an addition or deduction to reported net income, the net change in unrealized gains or losses on securities. This statement has no effect on net income of the Company. All prior periods shown on the financial statements have been restated to conform with the statement. SFAS No. 131, Disclosure about Segments of an Enterprise and Related Information establishes standards for the way that public business enterprises report information about operating segments in annual financial statements. Management believes that the provisions of the statement will not have a material effect on its financial condition or reported results of operations. 6 7 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 March 31, 1998 and December 31, 1997 were as follows: March 31, 1998 December 31, 1997 Amortized Fair Financial Amortized Fair Financial ($ in thousands) Cost Value Statements Cost Value Statements Securities available-for-sale: U.S. Treasury securities $ 2,005 $ 2,009 $ 2,009 $ 3,775 $ 3,785 $ 3,785 Obligations of federal government agencies 37,640 37,744 37,744 38,606 38,621 38,621 Mortgage backed securities 13,679 13,689 13,689 13,042 13,051 13,051 Obligations of states, municipalities and political subdivisions 3,981 4,023 4,023 5,358 5,410 5,410 Other securities 7,040 6,861 6,861 4,774 4,591 4,591 ------- ------- ------- ------- -- - ---- ------ 64,345 64,326 64,326 65,555 65,458 65,458 Securities held-to-maturity: Obligations of states, municipalities and political subdivisions 835 833 835 1,312 1,332 1,312 ------- ------- ------- ------- --- - ---- ------- Total $65,180 $65,159 $65,161 $66,867 $66,790 $66,770 ======= ======= ======= ======= ======= ======= 7 8 UNITED SECURITY BANCORPORATION NOTE 3. LOANS Loan detail by category as of March 31, 1998 and December 31, 1997 were as follows: ($ in thousands) March 31, December 31, 1998 1997 (Audited) Commercial and industrial $128,121 $122,482 Agricultural 33,381 33,787 Real estate mortgage 51,141 42,884 Real estate construction 8,325 8,440 Installment 12,178 12,666 Lease financing 4,770 5,209 Bank cards and other 4,136 4,541 -------- ------ - -- Total loans 242,052 230,009 Allowance for loan losses (2,647) (2,613) Deferred loan fees, net of deferred costs (602) (661) -------- ------ - -- Net loans $238,803 $226,735 ======== ======== NOTE 4. ALLOWANCE FOR LOAN LOSSES The allowance for loan loss is maintained at levels considered adequate by management to provide for possible loan losses. The allowance is based on management's assessment of various factors affecting the loan portfolio, including problem loans, business conditions and loss experience, and an overall evaluation of the quality of the underlying collateral. Changes in the allowance for loan loss during the three months ended March 31, 1998 and 1997 were as follows: Three Months Ended March 31, ($ in thousands) 1998 1997 Balance, beginning of period $2,613 $2,034 Provision for loan losses 184 153 Loan charge-offs (195) (25) Loan recoveries 45 44 ------ ------ Balance, end of period $2,647 $2,206 ====== ====== NOTE 5. OTHER EVENTS In third quarter 1998 the Company anticipates acquiring Grant National Bank, Ephrata, Washington per a definitive agreement announced on March 24, 1998. The pooling of interests accounting method will be used for the transaction. This will add approximately $32 million in assets, $21 million in loans, and $28 million in deposits to the Company totals. Total consideration paid will be approximately $10 million in Company common stock. 8 9 UNITED SECURITY BANCORPORATION Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion contains a review of the results of operations and financial condition for first quarter 1998 for United Security Bancorporation and it wholly-owned subsidiaries (USBN), United Security Bank, Home Security Bank, Bank of Pullman, USB Insurance Agencies, Inc., USB Mortgage Company and USB Leasing, Inc. This information should be read in conjunction with the financial statements and related notes appearing in this report. The reader is assumed to have access to USBN's Form 10-K for the year ended December 31, 1997, which contains additional information. This discussion may contain certain forward looking statements, which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those stated. Readers are cautioned not to place undue reliance on those forward-looking statements. Overview A performance summary and detailed discussion regarding the first quarter results in 1998 and 1997 follow this table. UNITED SECURITY BANCORPORATION AND SUBSIDIARIES PERFORMANCE SUMMARY Three Months Ended March 31, % ($ in thousands) 1998 1997 Change Interest income $ 7,526 $ 5,322 41.4% Interest expense 3,131 2,112 48.2% ------- ------- ----- Net interest income 4,395 3,210 36.9% Provision for loan losses 184 153 20.3% ------- ------- ----- Net interest income after provision for loan losses 4,211 3,057 37.7% Noninterest income 1,229 632 94.5% Noninterest expense 3,411 2,224 53.4% ------- ------- ----- Income before income taxes 2,029 1,465 38.5% Income taxes 639 476 34.2% ------- ------- ----- Net income $ 1,390 $ 989 40.5% ======= ======= ===== Basic and diluted earnings per share $ .34 $ .24 41.7% Average shares outstanding 4,052,610 4,050,575 .1% 9 10 UNITED SECURITY BANCORPORATION Net Income USBN reported a 41% increase in net income to $1,390,000 for the first three months of 1998 compared to $989,000 for the same period in 1997. Earnings per share increased by 42% to $.34 compared to $.24 for 1997. Net income in first quarter 1998 included a gain of $366,000 from a commercial land sale, which added $242,000 to net income or $.06 per share. Net Interest Income Net interest income grew 37% to $4,395,000 in 1998 compared to $3,210,000 in 1997. The increase is due to an increase in the volume of earning assets, which grew 43% or $94 million from March 31, 1997 to March 31, 1998. Total loans grew 36% to $241,450,000 as of March 31, 1998 compared to $177,562,000 as of March 31, 1997. Securities grew 246% from March 31, 1997 to March 31, 1998. The 1997 acquisitions of five Wells Fargo branches and the Bank of Pullman were the primary reason for the growth of loans, securities and deposits. USBN also had loan growth of approximately $28 million during the 12 months ended March 31, 1998 without the total from the Bank of Pullman acquisition. Deposits grew approximately $10,000,000 without the acquisitions of the Wells Fargo branches and the Bank of Pullman. The net interest margin to average earning assets was 5.73% and 6.06% fro March 31, 1998 and 1997, respectively. Provision for Loan Losses The allowance for loan losses grew 20% from March 31, 1997 to March 31, 1998, which represents 1.10% and 1.24% of loans, respectively. Noninterest Income Noninterest income increased 95% to $1,229,000 during the first three months of 1998 compared to $632,000 for the same period in 1997. Fees and service charges increased 38% to $366,000 in 1998 from $265,000 in 1997 due primarily to deposit growth patterns. Other income included the $366,000 gain on the sale of land, which had been held as a possible future branch site. First quarter 1997 included losses on the sale of securities as USBN improved the yield on its securities. First quarter 1998 results included gains on the sale of securities as USBN obtained liquidity for its loan portfolio growth. Securities outstanding were lower by $1.6 million since the end of the year. Noninterest Expense Noninterest expense increased by 53% in 1998 compared to 1997 due to the increased costs from the 1997 acquisitions. USBN has increased its number of locations from 10 to 24 from March 31, 1997 to March 31, 1998. The number of employees has increased from 140 to 212. 10 11 UNITED SECURITY BANCORPORATION Item 3. Quantitative and Qualitative Disclosures About Market Risk There have been no material changes in reported market risks faced by USBN since the end of the most recent fiscal year end. Part II Other Information Item 6. Exhibits and Reports on Form 8-K (a) Exhibits None in first quarter 1998. (b) Reports on Form 8-K during first quarter 1998 Date Item # Subject March 24, 1998 Item 5 United Security Bancorporation to acquire Grant National Bank 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 on May 1, 1998. UNITED SECURITY BANCORPORATION /s/ William C. Dashiell ------------------------------- - --- William C. Dashiell, Chairman and Chief Executive Officer /s/ Richard C. Emery ------------------------------- - ---- Richard C. Emery, President and Chief Operating Officer /s/ Chad Galloway ------------------------------- - --- Chad Galloway, Vice President and Chief Financial Officer 11