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 June 30, 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 July 31, 1998 there were 4,532,864 shares of such stock
outstanding.
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2
UNITED SECURITY BANCORPORATION
INDEX TO QUARTERLY REPORT ON FORM 10-Q
June 30, 1998
Table of Contents
Page
Part I Financial Information
Item 1. Financial Statements
Consolidated Statements of Condition - June 30, 1998
and December 31, 1997 . . . . . . . . . . . . . . .
3
Consolidated Statements of Income - Three Months and
Six Months Ended June 30, 1998 and 1997 . . . . . .
4
Consolidated Condensed Statements of Cash Flows -
Six Months Ended June 30, 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 . . . . . . . .
9-11
Item 3. Quantitative and Qualitative Disclosures About
Market Risk . . . . . . . . . . . . . . . . . . . .
12
Part II Other Information
Item 4. Submission of Matters to Vote of Security Holders .
12
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . .
12
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . .
13
2
3 UNITED SECURITY BANCORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CONDITION
June 30,
December 31,
($ in thousands) 1998
1997
ASSETS
(Audited)
Cash and due from banks $ 18,922 $
19,058
Overnight interest bearing deposits with
other banks 4,255
9,656
Federal funds sold 2,350
5,210
--------- -------
- --
Cash and cash equivalents 25,527
33,924
Securities (Note 2) 50,276
66,770
Loans, net of allowance for loan losses of $2,526
in 1998 and $2,613 in 1997 (Notes 3 and 4) 254,849
226,735
Accrued interest receivable 3,261
2,867
Premises and equipment, net 9,300
9,199
Foreclosed real estate and other foreclosed
assets 874
967
Life insurance and salary continuation assets 2,943
2,512
Intangible assets 6,714
6,910
Other assets 524
595
--------- -------
- --
TOTAL ASSETS $ 354,268 $
350,479
=========
=========
LIABILITIES
Noninterest bearing - demand deposits $ 52,533 $
56,366
Interest bearing:
NOW and savings accounts 138,881
138,031
Time, $100,000 and over 35,300
30,161
Other time 82,339
83,028
--------- -------
- --
TOTAL DEPOSITS 309,053
307,586
Notes payable 5,460
6,257
Capital lease obligations 723
732
Accrued interest payable 953
813
Other liabilities 2,219
2,002
--------- -------
- --
TOTAL LIABILITIES 318,408
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 7,576
4,771
Accumulated other comprehensive income, net of
tax (Note 1) (104)
(65)
--------- -------
- --
TOTAL STOCKHOLDERS' EQUITY 35,860
33,089
--------- -------
- --
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 354,268 $
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
June 30, Year-
To-Date
1998 1997
1998 1997
INTEREST INCOME
Interest and fees on loans and leases $ 6,967 $ 4,967
$13,270 $ 9,753
Interest on securities 906 296
1,940 591
Other interest income 34 230
223 471
------- ------- ----
- --- -------
TOTAL INTEREST INCOME 7,907 5,493
15,433 10,815
------- ------- ----
- --- -------
INTEREST EXPENSE
Interest on deposits 2,941 2,103
5,903 4,140
Interest on borrowings 235 64
404 139
------- ------- ----
- --- -------
TOTAL INTEREST EXPENSE 3,176 2,167
6,307 4,279
------- ------- ----
- --- -------
NET INTEREST INCOME 4,731 3,326
9,126 6,536
Provision for loan losses (Note 4) (57) 168
127 321
------- ------- ----
- --- -------
NET INTEREST INCOME AFTER PROVISION FOR
LOAN LOSSES 4,788 3,158
8,999 6,215
------- ------- ----
- --- -------
NONINTEREST INCOME
Fees and service charges 355 318
721 583
Insurance commissions 261 295
545 583
Securities gains/(losses) 39
80 (25)
Other 313 139
851 243
------- ------- ----
- --- -------
TOTAL NONINTEREST INCOME 968 752
2,197 1,384
------- ------- ----
- --- -------
NONINTEREST EXPENSE
Salaries and employee benefits 2,116 1,431
4,188 2,886
Occupancy expense, net 286 159
547 304
Equipment expense 302 169
596 336
Other operating expense 916 629
851 243
------- ------- ----
- --- -------
TOTAL NONINTEREST EXPENSE 3,620 2,388
7,031 4,612
------- ------- ----
- --- -------
INCOME BEFORE TAXES 2,136 1,522
4,165 2,987
FEDERAL INCOME TAX EXPENSE 721 541
1,360 1,017
------- ------- ----
- --- -------
NET INCOME $ 1,415 $ 981 $
2,805 $ 1,970
======= =======
======= =======
Basic earnings per common share $ .35 $ .24 $
.69 $ .49
Diluted earnings per common share $ .34 $ .24 $
.68 $ .49
Weighted average shares outstanding 4,054,278 4,051,687
4,053,449 4,051,134
The accompanying notes are an integral part of these statements.
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5
UNITED SECURITY BANCORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEAR-TO-DATE June 30, 1998 AND 1997
($ in thousands)
1998 1997
Increase in Cash and Cash Equivalents
Net income $ 2,805 $ 1,970
Cash flows from operating activities:
Provision for loan losses 127 321
Depreciation and amortization 338 225
(Increase)/decrease in assets and liabilities
Accrued interest receivable (394) (123)
Life insurance and salary continuation
assets (431) (155)
Other assets 267 (34)
Accrued interest payable 140 (50)
Other liabilities 217 (74)
------- -------
Net cash provided by operating activities 3,069 2,080
------- -------
Cash flows from investing activities:
Securities:
Maturities 16,530 325
Sales 12,603 4,577
Purchases (12,678) (8,618)
Net increase in loans (28,241) (7,068)
Sales of premises and equipment 717
Purchases of premises and equipment (1,156) (159)
Foreclosed real estate activity 93 (394)
------- -------
Net cash change in investing activities (12,132) (11,337)
------- -------
Cash flows from financing activities:
Net increase in deposits 1,467 220
Net increase in federal funds purchased 140
Proceeds from notes payable 262
Principal payments on notes payable (1,059) (23)
Principal payments on capital lease
obligations (9) (9)
Cash received from stock sales 18 20
Cash paid for redemption of fractional
shares (13) (7)
------- -------
Net cash provided by financing activities 666 341
------- -------
Net change in cash and cash equivalents (8,397) (8,916)
Cash and cash equivalents, beginning of year 33,924 27,423
------- -------
Cash and cash equivalents, end of quarter $25,527 $18,507
======= =======
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
The consolidated financial statements include the accounts of
United Security Bancorporation and its wholly-owned subsidiaries
(USBN), United Security Bank, Home Security Bank, Bank of Pullman,
USB Insurance Agencies, Inc., USB Mortgage Company, and USB
Leasing, Inc. after eliminating all significant intercompany
balances and transactions. In the opinion of the Company, the
accompanying audited and unaudited Consolidated Financial
Statements present fairly the financial position of the Company as
of June 30, 1998 and December 31, 1997, and the related statements
of income and cash flows for the six month period ended June 30,
1998 and 1997.
Certain reclassifications of 1997 balances have been made to
conform with the June 30, 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.
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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 June 30, 1998 and December 31,
1997 were as follows:
June 30, 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 $ 1,003 $ 1,004 $ 1,004 $ 3,775 $
3,785 $ 3,785 Obligations of federal government
agencies 26,560 26,551 26,551 38,606
38,621 38,621
Mortgage backed securities 10,943 10,939 10,939 13,042
13,051 13,051
Obligations of states, municipalities
and political subdivisions 3,552 3,584 3,584 5,358
5,410 5,410
Other securities 7,579 7,401 7,401 4,774
4,591 4,591
------- ------- ------- ------- --
- ---- ------
49,637 49,479 49,479 65,555
65,458 65,458
Securities held-to-maturity:
Obligations of states, municipalities
and political subdivisions 797 817 797 1,312
1,332 1,312
------- ------- ------- ------- ---
- ---- -------
Total $50,434 $50,296 $50,276 $66,867
$66,790 $66,770
======= ======= ======= =======
======= =======
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UNITED SECURITY BANCORPORATION
NOTE 3. LOANS
Loan detail by category as of June 30, 1998 and December 31, 1997
were as follows:
($ in thousands) June 30,
December 31,
1998
1997
(Audited)
Commercial and industrial $146,814
$122,482
Agricultural 38,380
33,787
Real estate mortgage 40,018
42,884
Real estate construction 11,094
8,440
Installment 12,926
12,666
Lease financing 4,378
5,209
Bank cards and other 4,427
4,541
-------- ------
- --
Total loans 258,037
230,009
Allowance for loan losses (2,526)
(2,613)
Deferred loan fees, net of deferred costs (662)
(661)
-------- ------
- --
Net loans $254,849
$226,735
========
========
NOTE 4. ALLOWANCE FOR LOAN LOSSES
The allowance for loan loss is maintained at levels considered
adequate by management to provide for possible loan losses. The
allowance is based on management's assessment of various factors
affecting the loan portfolio, including problem loans, business
conditions and loss experience, and an overall evaluation of the
quality of the underlying collateral. Changes in the allowance for
loan loss during the three months ended June 30, 1998 and 1997 were
as follows:
Three Months Ended
June 30, Year-To-Date
($ in thousands) 1998 1997 1998 1997
Balance, beginning of period $2,647 $2,206 $2,613
$2,034
Provision for loan losses (57) 168 127
321
Loan charge-offs (125) (404) (320)
(429)
Loan recoveries 61 7 106
51
------ ------ ------ ----
- --
Balance, end of period $2,526 $1,977 $2,526
$1,977
====== ====== ======
======
NOTE 5. SUBSEQUENT EVENT
On July 20, 1998, USBN completed its acquisition of Grant National
Bank (GNB) for a total consideration of approximately $10 million
in USBN stock, following approval by GNB shareholders and
regulatory agencies. The pooling of interests accounting method
was used for the transaction, which will be reflected in future
periods. GNB had approximately $32 million in total assets, $28
million in deposits, $21 million in loans, and $3.4 million in
total equity at March 31, 1998. 467,610 USBN common shares are
being issued to GNB shareholders for the acquisition.
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UNITED SECURITY BANCORPORATION
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS
OF OPERATIONS
The following discussion contains a review of the results of
operations and financial condition for second quarter and year-to-
date results in 1998 and 1997.
This information should be read in conjunction with the financial
statements and related notes appearing in this report. The reader
is assumed to have access to USBN's Form 10-K for the year ended
December 31, 1997, which contains additional information.
This discussion may contain certain forward looking statements,
which are made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. Such statements
are subject to certain risks and uncertainties that could cause
actual results to differ materially from those stated. Readers are
cautioned not to place undue reliance on those forward-looking
statements.
Overview
A performance summary and detailed discussion regarding the second
quarter and year-to-date results in 1998 and 1997 follow this
table.
UNITED SECURITY BANCORPORATION AND SUBSIDIARIES
PERFORMANCE SUMMARY
Three Months Ended June 30, Year-
To-Date
%
%
($ in thousands) 1998 1997 Change 1998
1997 Change
Interest income $ 7,907 $ 5,493 43.9% $15,433
$10,815 42.7%
Interest expense 3,176 2,167 46.6% 6,307
4,279 47.4%
------- ------- ----- -------
- ------- ----
Net interest income 4,731 3,326 42.2% 9,126
6,536 39.6%
Provision for loan losses (57) 168 -133.9% 127
321 -60.4%
------- ------- ----- -------
- ------- ----
Net interest income after
provision for loan losses 4,788 3,158 51.6% 8,999
6,215 44.8%
Noninterest income 968 752 28.7% 2,197
1,384 58.7%
Noninterest expense 3,620 2,388 51.6% 7,031
4,612 52.5%
------- ------- ----- -------
- ------- ----
Income before income taxes 2,136 1,522 40.3% 4,165
2,987 39.4%
Income taxes 721 541 33.3% 1,360
1,017 33.7%
------- ------- ----- -------
- ------- ----
Net income $ 1,415 $ 981 44.2% $ 2,805
$ 1,970 42.4%
======= ======= ===== =======
======= ====
Basic earnings per common share $ .35 $ .24 44.1% $ .69
$ .49 42.3%
Diluted earnings per common share$ .34 $ .24 41.7% $ .68
$ .49 38.8%
Average shares outstanding 4,054,278 4,051,687 .1% 4,053,449
4,051,134 .1%
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UNITED SECURITY BANCORPORATION
Net Income
USBN reported a 42% increase in net income to $2,805,000 for the
first six months of 1998 compared to $1,970,000 for the same period
in 1997. Basic earnings per share increased by 42% to $.69
compared to $.49 for 1997. For second quarter 1998, earnings
increased 44% to $1,415,000 compared to $981,000 for the same
period in 1997. Basic earnings per share in second quarter was
$.35 in 1998 and $.24 in 1997, an increase of 44%. Net
nonrecurring items increased income before taxes by $482,000 for
the first six months of 1998, which included the gain on the sale
of commercial property of $366,000 in first quarter 1998, the sale
of merchant bank credit card portfolio for $163,000, $57,000 from
the reduction of the allowance for loan losses, partially offset by
acquisition expenses of $104,000. The latter three items occurred
in the second quarter of 1998. Earnings per share were improved by
$.08 for the above items during the first six months of 1998, $.06
in first quarter and $.02 in second quarter 1998.
Net Interest Income
For the first six months of 1998 net interest income grew 40% to
$9,126,000 in 1998 compared to $6,536,000 in 1997. The increase is
due to an increase in the volume of earning assets, which grew 48%
or $102 million from June 30, 1997 to June 30, 1998. Total loans
grew 39% to $257 million as of June 30, 1998 compared to $185
million as of June 30, 1997. Securities grew 161% from June 30,
1997 to June 30, 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 $41 million during the 12 months ended June
30, 1998 without the total from the Bank of Pullman acquisition.
Deposits grew approximately $20 million without the acquisitions of
the Wells Fargo branches and the Bank of Pullman.
The net interest margin to average earning assets was 5.89% and
6.14% for June 30, 1998 and 1997, respectively.
Provision for Loan Losses
The allowance for loan losses grew 28% from June 30, 1997 to June
30, 1998, which represents 1.07% and .98% of total loans,
respectively. During second quarter 1998, USBN completed its
normal quarterly review of the adequacy of its allowance for loan
losses. The review, which took into account factors affecting the
loan portfolios, including problem loans, economic conditions, loss
experience, and the quality of the underlying collateral value,
resulted in an increase of $57,000 to earnings due to a reduction
of the allowance.
Noninterest Income
Noninterest income increased 59% to $2,197,000 during the first six
months of 1998 compared to $1,384,000 for the same period in 1997.
Fees and service charges increased 24% to $721,000 in 1998 from
$583,000 in 1997 due primarily to deposit growth patterns.
Insurance commissions declined 7% compared to 1997.
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UNITED SECURITY BANCORPORATION
Other income included nonrecurring gains of $366,000 in first
quarter 1998 for the sale of land and $163,000 for the sale of
merchant bank card portfolio in second quarter 1998. 1997 results
included losses on the sale of securities as USBN improved the
yield on its securities portfolio. 1998 results included gains on
the sale of securities as USBN obtained liquidity for its loan
portfolio growth. Securities outstanding were lower by $16.5
million since the end of the year.
Noninterest Expense
Noninterest expense increased by 53% in 1998 compared to 1997 due
primarily to the increased costs from the 1997 acquisitions. USBN
has increased its number of locations from 10 to 24. The number of
employees has increased from 142 to 212. In addition nonrecurring
regulatory, accounting, and professional expenses of $104,000 were
incurred during second quarter 1998 related to the acquisition of
Grant National Bank.
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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 4. Submission of Matters to a Vote of Security Holders
(a) Annual meeting of shareholders was held on June 2,
1998.
(b) Proxies for the annual meeting were solicited pursuant
to
Regulation 14 under the Act.
(c) Matters voted upon at the meeting:
Election of Directors For Withhold
David C. Blankenship 3,098,510 5,365
William C. Dashiell 3,098,485 5,390
James Rand Elliott 3,098,510 5,365
Richard C. Emery 3,098,510 5,365
Robert J. Gardner 3,098,510 5,365
Robert L. Golob 3,098,113 5,762
Keith P. Sattler 3,099,904 3,971
Dann Simpson 3,098,510 5,365
Norman J. Traaen 3,095,221 8,654
Ronald Wachter 3,086,040 7,835
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
None in second quarter 1998.
(b) Reports on Form 8-K during second quarter 1998
Date Item # Subject
June 3, 1998 Item 5 United Security names Richard Emery Chief
Executive
Officer; Bud Dashiell to remain Chairman
of the Board
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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 on July 31,
1998.
UNITED SECURITY BANCORPORATION
/s/ Richard C. Emery
-------------------------------
- ----
Richard C. Emery, President and
Chief Executive Officer
/s/ Chad Galloway
-------------------------------
- ---
Chad Galloway, Vice President
and
Chief Financial Officer
13