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 September 30, 1999 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
(Registrant'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 18, 1999, there were 6,939,511 shares of such stock
outstanding.
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2
UNITED SECURITY BANCORPORATION
INDEX TO QUARTERLY REPORT ON FORM 10-Q
September 30, 1999
Table of Contents
Page
Part I Financial Information
Item 1. Financial Statements
Consolidated Statements of Condition - September 30,
1999
and December 31, 1998 . . . . . . . . . . . . . . .
3
Consolidated Statements of Income - Three Months and
Nine
Months Ended September 30, 1999 and 1998 . . . . .
4
Consolidated Condensed Statements of Cash Flows -
Nine Months Ended September 30, 1999 and 1998 . . .
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 6. Exhibits and Reports on Form 8-K . . . . . . . . .
12
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . .
12
2
3 UNITED SECURITY BANCORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CONDITION
September 30,
December 31,
($ in thousands) 1999 1998
ASSETS
Cash and due from banks $ 20,704 $
24,438
Overnight interest bearing deposits with
other banks 11,344
12,166
Federal funds sold
485
--------- -------
- --
Cash and cash equivalents 32,048
37,089
Securities 54,397
87,350
Loans, net of allowance for loan losses of $4,217
in 1999 and $3,819 in 1998 410,861
359,532
Accrued interest receivable 5,481
4,565
Premises and equipment, net 12,279
12,146
Foreclosed real estate and other foreclosed
assets 1,195
1,245
Life insurance and salary continuation assets 3,617
3,438
Intangible assets 6,285
6,525
Other assets 1,464
1,254
--------- -------
- --
TOTAL ASSETS $ 527,627 $
513,144
=========
=========
LIABILITIES
Noninterest bearing - demand deposits $ 79,733 $
85,407
Interest bearing:
NOW and savings accounts 200,629
198,812
Time, $100,000 and over 58,541
53,195
Other time 111,612
115,499
--------- -------
- --
TOTAL DEPOSITS 450,515
452,913
Short-term borrowings 11,075
636
Capital lease obligations 696
712
Accrued interest payable 1,470
1,646
Other liabilities 2,683
3,026
--------- -------
- --
TOTAL LIABILITIES 466,439
458,933
STOCKHOLDERS' EQUITY
Common stock, no par, shares authorized
15,000,000; issued and outstanding 6,939,511
in 1999 and 6,909,167 in 1998 44,447
41,852
Retained earnings 17,393
12,163
Accumulated other comprehensive income/(loss),
Net of tax (652)
196
--------- -------
- --
TOTAL STOCKHOLDERS' EQUITY 61,188
54,211
--------- -------
- --
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 527,627 $
513,144
=========
=========
The accompanying notes are an integral part of these statements.
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UNITED SECURITY BANCORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
($ in thousands, except per share)
Three Months Ended
Year-To-Date
September 30,
September 30,
1999 1998
1999 1998
INTEREST INCOME
Interest and fees on loans and leases $10,232 $ 9,745
$29,289 $27,710
Interest on securities 748 1,216
2,870 4,173
Other interest income 194 261
380 521
------- ------- ----
- --- -------
TOTAL INTEREST INCOME 11,174 11,222
32,539 32,404
------- ------- ----
- --- -------
INTEREST EXPENSE
Interest on deposits 3,744 4,231
11,039 12,144
Interest on borrowings 94 281
325 816
------- ------- ----
- --- -------
TOTAL INTEREST EXPENSE 3,838 4,512
11,364 12,960
------- ------- ----
- --- -------
NET INTEREST INCOME 7,336 6,710
21,175 19,444
Provision for loan losses 549 236
1,066 424
------- ------- ----
- --- -------
NET INTEREST INCOME AFTER PROVISION FOR
LOAN LOSSES 6,787 6,474
20,109 19,020
------- ------- ----
- --- -------
NONINTEREST INCOME
Fees and service charges 611 608
1,891 1,736
Insurance commissions 278 272
771 817
Securities gains/(losses) 11
66 98
Other 247 326
2,178 1,391
------- ------- ----
- --- -------
TOTAL NONINTEREST INCOME 1,136 1,217
4,906 4,042
------- ------- ----
- --- -------
NONINTEREST EXPENSE
Salaries and employee benefits 2,890 2,970
8,642 8,539
Occupancy expense, net 369 351
1,154 1,049
Equipment expense 308 348
990 1,089
Intangible amortization 95 96
284 305
Other operating expense 1,056 1,249
3,288 3,476
------- ------- ----
- --- -------
TOTAL NONINTEREST EXPENSE 4,718 5,014
14,358 14,458
------- ------- ----
- --- -------
INCOME BEFORE TAXES 3,205 2,677
10,657 8,604
INCOME TAX EXPENSE 564 852
3,012 2,705
------- ------- ----
- --- -------
NET INCOME $ 2,641 $ 1,825 $
7,645 $ 5,899
======= =======
======= =======
Basic earnings per common share $ .38 $ .27 $
1.10 $ .86
Diluted earnings per common share $ .38 $ .26 $
1.09 $ .84
Basic weighted average shares outstanding 6,939,511 6,880,954
6,936,109 6,876,108
Weighted average shares outstanding 7,036,755 7,025,877
7,030,450 7,042,602
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, 1999 and 1998
($ in thousands)
1999 1998
Cash flows from operating activities:
Net income $ 7,645 $ 5,899
Provision for loan losses 1,066 424
Depreciation and amortization 672 695
(Increase)/decrease in assets and liabilities
Accrued interest receivable (916) (1,007)
Life insurance and salary continuation
assets (179) (805)
Other assets 30 (102)
Accrued interest payable (176) 302
Other liabilities (343) 823
------- -------
Net cash provided by operating activities 7,799 6,229
------- -------
Cash flows from investing activities:
Securities:
Maturities 34,435 33,027
Sales 10,150 18,925
Purchases (12,480) (25,385)
Net increase in loans (52,395) (39,025)
Sales of premises and equipment 974 760
Purchases of premises and equipment (1,779) (1,592)
Foreclosed real estate activity 50 293
------- -------
Net cash change in investing activities (21,045) (12,997)
------- -------
Cash flows from financing activities:
Net change in deposits (2,398) 19,907
Proceeds from short-term borrowings 10,439 (3,713)
Principal payments on notes payable (1,801)
Principal payments on capital lease
obligations (16) (14)
Cash received from stock sales 197 363
Cash dividends and redemption of fractional
shares (17) (76)
------- -------
Net cash provided by financing activities 8,205 14,666
------- -------
Net change in cash and cash equivalents (5,041) 7,898
Cash and cash equivalents, beginning of year 37,089 41,926
------- -------
Cash and cash equivalents, end of quarter $32,048 $49,824
======= =======
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,
Grant National Bank, AmericanWest Bank, and USB Insurance Agencies,
Inc. after eliminating all significant intercompany balances and
transactions. In the opinion of USBN, the accompanying
Consolidated Financial Statements present fairly the financial
position of USBN as of September 30, 1999 and December 31, 1998,
and the related statements of income and cash flows for the three
and nine-month period ended September 30, 1999 and 1998.
Certain reclassifications of 1998 balances have been made to
conform to the September 30, 1999 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. Prior reported amounts have been restated to reflect
pooling of interests accounting for the AmericanWest Bank (AWB)
merger. See Note 5 for further information.
Effective January 1, 1999, USBN adopted Statement of Financial
Accounting Standards No. 134, "Accounting for Mortgage-Backed
Securities Retained After Securitization of Mortgage Loans Held for
Sale by a Mortgage Banking Enterprise". The Statement establishes
accounting and reporting standards for certain activities of
mortgage banking enterprises. 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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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 September 30, 1999 and December
31, 1998 were as follows:
September 30, 1999
December 31, 1998
Amortized Fair Financial Amortized
Fair Financial
($ in thousands) Cost Value Statements Cost
Value Statements
Securities available-for-sale:
U.S. Treasury securities $ 2,804 $ 2,823 $ 2,823 $ 4,309
$4,401 $ 4,401 Obligations of federal government
agencies 16,045 15,689 15,689 26,314
26,443 26,443
Mortgage backed securities 11,182 11,003 11,003 27,949
27,993 27,993
Obligations of states, municipalities
and political subdivisions 8,304 8,338 8,338 2,061
2,103 2,103
Other securities 16,301 15,796 15,796 17,646
17,634 17,634
------- ------- ------- ------- --
- ---- ------
54,636 53,649 53,649 78,279
78,574 78,574
Securities held-to-maturity:
Obligations of states, municipalities
and political subdivisions 748 751 748 8,776
9,032 8,776
------- ------- ------- ------- ---
- ---- -------
Total $55,384 $54,400 $54,397 $87,055
$87,606 $87,350
======= ======= ======= =======
======= =======
As of December 31, 1998 AmericanWest Bank had $8,025,000 in
securities classified as held-to-maturity. When it merged with
USBN these securities were reclassified to available-for-sale. The
change is consistent with the classification and interest rate risk
policies for the other USBN subsidiary Banks.
NOTE 3. LOANS
Loan detail by category as of September 30, 1999 and December 31,
1998 were as follows:
($ in thousands) September 30,
December 31,
1999
1998
Commercial and industrial $235,089
$199,798
Agricultural 71,854
57,511
Real estate mortgage 64,757
63,127
Real estate construction 15,190
14,170
Installment 21,409
20,364
Bank cards and other 7,612
9,149
-------- ------
- --
Total loans 415,911
364,119
Allowance for loan losses (4,217)
(3,819)
Deferred loan fees, net of deferred costs (833)
(768)
-------- ------
- --
Net loans $410,861
$359,532
========
========
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8 UNITED SECURITY BANCORPORATION
NOTE 4. ALLOWANCE FOR LOAN LOSSES
The allowance for loan loss is maintained at levels considered
adequate by management to provide for possible loan losses. The
allowance is based on management's assessment of various factors
affecting the loan portfolio, including problem loans, business
conditions and loss experience, and an overall evaluation of the
quality of the underlying collateral. Changes in the allowance for
loan losses during the three and nine months ended September 30,
1999 and 1998 were as follows:
Three Months Ended Year-To-Date
September 30, September
30,
($ in thousands) 1999 1998 1999
1998
Balance, beginning of period $3,996 $ 3,736 $ 3,819 $
3,869
Provision for loan losses 549 236 1,066
424
Loan charge-offs (348) (348) (853)
(785)
Loan recoveries 20 46 185
162
------ ------- ------- -
- ------
Balance, end of period $4,217 $ 3,670 $ 4,217 $
3,670
====== ======= =======
=======
NOTE 5. AmericanWest Bank (AWB) Merger
On February 1, 1999 USBN completed its merger with AWB. AWB was
formerly known as Bank of the West but sold its name in second
quarter 1999. As of February 1, 1999 AWB had approximately $103
million in total assets, $90 million in deposits, $68 million in
loans, and $12 million in total equity. 1,749,300 USBN common
shares were issued to AWB shareholders for the merger. The pooling
of interests accounting method is being used for this transaction,
which includes restating prior reported amounts to reflect the
merger with AWB. The effects of the restatement on revenue, net
income and stockholders' equity are shown below:
Three Months Ended Year-To-
Date
($ in thousands) September 30, 1998
September 30, 1998
Net interest income and noninterest income:
Original USBN amount reported $ 6,291 $18,656
AWB 1,636 4,830
------- -------
As Restated $ 7,927 $23,486
======= =======
Net income:
Original USBN amounts reported $ 1,265 $ 4,236
AWB 560 1,663
------- -------
As Restated $ 1,825 $ 5,899
======= =======
Stockholders' equity: December 31, 1998
Original USBN amounts reported $42,201
AWB 12,010
-------
As Restated $54,211
=======
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UNITED SECURITY BANCORPORATION
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS
OF OPERATIONS
The following discussion contains a review of the results of
operations and financial condition for third quarter and year-to-
date results in 1999 and 1998. This information should be read in
conjunction with the financial statements and related notes
appearing in this report. The reader is assumed to have access to
USBN's Form 10-K for the year ended December 31, 1998, which
contains additional information.
This discussion may contain certain forward-looking statements,
which are made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. Such statements
are subject to certain risks and uncertainties that could cause
actual results to differ materially from those stated. Readers are
cautioned not to place undue reliance on those forward-looking
statements.
Overview
A performance summary and detailed discussion regarding the third
quarter and year-to-date results in 1999 and 1998 follow this
table.
UNITED SECURITY BANCORPORATION AND SUBSIDIARIES
PERFORMANCE SUMMARY
Three Months Ended Sept 30, Year-To-
Date Sept 30,
%
%
($ in thousands) 1999 1998 Change 1999
1998 Change
Interest income $11,174 $11,222 -.4% $32,539
$32,404 0.4%
Interest expense 3,838 4,512 -14.9% 11,364
12,960 -12.3%
------- ------- ----- ------- -
- ------ ------
Net interest income 7,336 6,710 9.3% 21,175
19,444 8.9%
Provision for loan losses 549 236 132.6% 1,066
424 151.4%
------- ------- ----- ------- -
- ------ ------
Net interest income after
provision for loan losses 6,787 6,474 4.8% 20,109
19,020 5.7%
Noninterest income 1,136 1,217 -6.7% 4,906
4,042 21.4%
Noninterest expense 4,718 5,014 -5.9% 14,358
14,458 -0.7%
------- ------- ----- ------- -
- ------ ------
Income before income taxes 3,205 2,677 19.7% 10,657
8,604 23.9%
Income taxes 564 852 -33.8% 3,012
2,705 11.3%
------- ------- ----- ------- -
- ------ ------
Net income $ 2,641 $ 1,825 44.7% $ 7,645 $
5,899 29.6%
======= ======= ===== =======
======= ======
Basic earnings per common share $ .38 $ .27 40.7% $ 1.10 $
.86 27.9%
Diluted earnings per common share$ .38 $ .26 46.2% $ 1.09 $
.84 29.8%
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UNITED SECURITY BANCORPORATION
Net Income
USBN reported an increase in net income to $7,645,000 for the first
nine months of 1999 compared to $5,899,000 for the same period in
1998. Basic and diluted earnings per share were $1.10 and $1.09,
respectively in 1999. Basic and diluted earnings per share were
$.86 and $.84, respectively in 1998. 1999 net income included a
net gain of $825,000 or $.12 per share from the sale of the Bank of
the West name. Net income for the three months ending September
30, 1999 was $2,641,000, which compares to $1,825,000 for 1998.
Third quarter earnings were improved by a $400,000 tax credit from
the renovation of a historical property, which reduced income tax
expense. Diluted earnings per share were $.38 for the three months
ended September 30, 1999 compared to $.26 for 1998.
Net Interest Income
For the first nine months of 1999 net interest income grew 9% to
$21,175,000 compared to $19,444,000 in 1998. The increase is due
to a combination of growth in the net interest margin to average
earning assets from 5.85% to 6.16% and a 14% increase in average
loans. Average deposits grew from $424 million in 1998 to $436
million in 1999.
Provision for Loan Losses
The allowance for loan losses is based on management's evaluation
of the loan portfolio. The provision for loan losses was increased
during third quarter 1999 due to loan growth.
Noninterest Income
Noninterest income increased by 21% to $4,906,000 in 1999. The
increase is due to a gain of $1,250,000 from the sale of the Bank
of the West name in second quarter 1999. During 1998 USBN
recognized a $366,000 gain from the sale of a commercial real
estate property and also recognized a gain of $209,000 from the
sale of credit card relationships.
Noninterest Expense
Noninterest expense had a slight decline for the first nine months
in 1999 to $14,358,000. For the third quarter noninterest expense
declined 6% primarily due to Grant National Bank merger expense in
1998.
Income Tax Expense
Income tax expense was lower in third quarter 1999 due to a
$400,000 tax credit for the renovation of a historical property.
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UNITED SECURITY BANCORPORATION
Year 2000 Issues
The Year 2000 Problem. The century date change creates a problem
because some computer programs and systems were designed to store
calendar years with only two numbers, rather than four numbers.
Computer programs and systems may recognize a date using "00" as
1900 rather than the Year 2000. The extent of the impact of this
Year 2000 problem is not yet known and could affect the global
economy and every organization. USBN is addressing these issues.
The Challenges faced by USBN. The Year 2000 problem is of concern
to USBN and other financial institutions because most financial
transactions including interest accruals and payments are date
sensitive. The Year 2000 problem could impact all automated
systems including automated teller machines, alarm systems, and
vaults. Some systems are more difficult to assess and repair.
USBN's State of Readiness. USBN is reviewing its automated systems
and business processes to identify and correct any date-related
problems that may arise with the change of the century at December
31, 1999. In September 1998, USBN and the provider of USBN's
mainframe computer applications completed an installation and
upgrade of the mainframe operating systems to comply with changes
for the Year 2000. Testing of the new software is complete. USBN
also continues to review its PC hardware and software and its major
automated systems suppliers for Year 2000 compliance. A small
number of PCs and PC systems required upgrades, which has been
completed.
Third Party Concerns. USBN has numerous customers, vendors, and
third party service providers whose failure to address the Year
2000 problem may create significant business disruption and costs
to USBN. It is impossible for any one party to eliminate the risks
related to the Year 2000 problem. It is possible that USBN's
service could be disrupted through the loss of electric power,
phone service, or other reasons outside of USBN's control. USBN is
in contact with its outside providers of services on an ongoing
basis to evaluate their progress in addressing the Year 2000
problem.
The Banks are incorporating Year 2000 issues into their standards
of creditworthiness for new and renewed loans and are reviewing
significant existing borrowers for Year 2000 risk. Review in this
area will continue through 1999.
Estimated Costs. The cost of complying with the Year 2000 issues
is estimated to be $175,000 including staff time expenses. About
$170,000 of this amount has already been incurred.
USBN's Contingency Plans. USBN is in the process of developing and
implementing contingency plans to handle the most reasonably likely
worst-case scenarios. Since these worst case scenarios are
difficult or even impossible to predict at this time, these
contingency plans are particularly challenging. USBN intends to
develop contingency plans that are reasonably necessary to address
the Year 2000 problem and to revise them as necessary on an ongoing
basis until the problem is confronted and resolved.
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UNITED SECURITY BANCORPORATION
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Market risks faced by AmericanWest Bank are consistent with the
other USBN subsidiary Banks. 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 third quarter 1999.
(b) Reports on Form 8-K during third quarter 1999
None in third quarter 1999.
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 October
18, 1999.
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
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