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, 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 July 31, 1997 there were 3,684,341 shares of such stock
outstanding.
1
<PAGE> 2
UNITED SECURITY BANCORPORATION
INDEX TO QUARTERLY REPORT ON FORM 10-Q
June 30, 1997
Table of Contents
<TABLE>
<CAPTION>
Page
<S>
<C>
Part I Financial Information
Item 1. Financial Statements
Consolidated Statements of Condition - June 30, 1997
and December 31, 1996 . . . . . . . . . . . . . . .
3
Consolidated Statements of Income - Three Months and
Six Months Ended June 30, 1997 and 1996 . . . . . .
4
Consolidated Condensed Statements of Cash Flows -
Six Months Ended June 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 . . . . . . . .
9-11
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
</TABLE>
2
<PAGE> 3 UNITED SECURITY BANCORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CONDITION
<TABLE>
<CAPTION>
June 30,
December 31,
($ in thousands) 1997 1996
<S> <C> <C>
ASSETS
(Audited)
Cash and due from banks $ 10,862 $
10,430
Overnight interest bearing deposits with
other banks 620
6,223
Federal funds sold 7,025
10,770
--------- -------
- --
Cash and cash equivalents 18,507
27,423
Securities (Note 2) 19,248
15,613
Loans, net of allowance for loan losses of $1,977
in 1997 and $2,034 in 1996 (Notes 3 and 4) 183,133
176,386
Accrued interest receivable 2,231
2,108
Premises and equipment, net 6,051
6,117
Foreclosed real estate and other foreclosed
assets 599
205
Life insurance and salary continuation assets 2,466
2,311
Other assets 920
886
--------- -------
- --
TOTAL ASSETS $ 233,155 $
231,049
=========
=========
LIABILITIES
Noninterest bearing - demand deposits $ 29,219 $
33,281
Interest bearing:
NOW and savings accounts 88,330
80,735
Time, $100,000 and over 22,967
24,554
Other time 57,103
58,829
--------- -------
- --
TOTAL DEPOSITS 197,619
l97,399
Federal funds purchased 140
Notes payable 2,596
2,491
Capital lease obligations 742
751
Accrued interest payable 580
630
Other liabilities 1,691
1,765
--------- -------
- --
TOTAL LIABILITIES 203,368
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 9,246
7,276
Net unrealized loss on securities available-
for-sale, net of tax of $178 in 1997 and
$136 for 1996 (345)
(264)
Guaranteed bank loan to Employee Stock
Ownership Plan (128)
--------- -------
- --
TOTAL STOCKHOLDERS' EQUITY 29,787
28,013
--------- -------
- --
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 233,155 $
231,049
=========
=========
</TABLE>
The accompanying notes are an integral part of these statements.
3
<PAGE> 4
UNITED SECURITY BANCORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
($ in thousands, except per share)
<TABLE>
<CAPTION>
Three Months Ended
June 30,
Year-To-Date
1997 1996
1997 1996
<S> <C> <C> <C>
<C>
INTEREST INCOME
Interest and fees on loans and leases $ 4,967 $ 4,617 $
9,753 $ 8,857
Interest on securities 296 305
591 692
Other interest income 230 113
471 253
------- ------- ---
- ---- -------
TOTAL INTEREST INCOME 5,493 5,035
10,815 9,802
------- ------- ---
- ---- -------
INTEREST EXPENSE
Interest on deposits 2,103 1,898
4,140 3,758
Interest on notes and capital leases 64 79
139 141
------- ------- ---
- ---- -------
TOTAL INTEREST EXPENSE 2,167 1,977
4,279 3,899
------- ------- ---
- ---- -------
NET INTEREST INCOME 3,326 3,058
6,536 5,903
Provision for loan losses (Note 4) 168 121
321 267
------- ------- ---
- ---- -------
NET INTEREST INCOME AFTER PROVISION FOR
LOAN LOSSES 3,158 2,937
6,215 5,636
------- ------- ---
- ---- -------
NONINTEREST INCOME
Fees and service charges 318 297
583 549
Insurance commissions 295 320
583 632
Securities gains/(losses) 2
(25) 53
Other 139 117
243 247
------- ------- ---
- ---- -------
TOTAL NONINTEREST INCOME 752 736
1,384 1,481
------- ------- ---
- ---- -------
NONINTEREST EXPENSE
Salaries and employee benefits 1,431 1,485
2,886 2,900
Occupancy expense, net 159 151
304 297
Equipment expense 169 177
336 368
Other operating expense 629 524
1,086 914
------- ------- ---
- ---- -------
TOTAL NONINTEREST EXPENSE 2,388 2,337
4,612 4,479
------- ------- ---
- ---- -------
INCOME BEFORE TAXES 1,522 1,336
2,987 2,638
FEDERAL INCOME TAX EXPENSE 541 396
1,017 859
------- ------- ---
- ---- -------
NET INCOME $ 981 $ 940 $
1,970 $ 1,779
======= =======
======= =======
Earnings per common share $ .27 $ .26 $
.53 $ .48
Weighted average shares outstanding 3,683,352 3,671,133
3,682,849 3,688,108
</TABLE>
The accompanying notes are an integral part of these statements.
4
<PAGE> 5
UNITED SECURITY BANCORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEAR-TO-DATE JUNE 30, 1997 AND 1996
($ in thousands)
<TABLE>
<CAPTION>
1997 1996
<S> <C> <C>
Increase in Cash and Cash Equivalents
Net income $ 1,970 $ 1,779
Cash flows from operating activities:
Provision for loan losses 321 267
Depreciation and amortization 225 270
(Increase)/decrease in assets and liabilities
Accrued interest receivable (123) (318)
Life insurance and salary continuation
assets (155) (235)
Other assets (34) (133)
Accrued interest payable (50) 23
Other liabilities (74) 296
------- -------
Net cash provided by operating activities 2,080 1,949
------- -------
Cash flows from investing activities:
Securities:
Maturities 325 5,663
Sales 4,577 4,525
Purchases (8,618) (7,135)
Net (increase)/decrease in loans and leases (7,068) (24,813)
Purchases of premises and equipment (159) (189)
Proceeds from sales of premises and equip. 9
Foreclosed real estate activity (394) (123)
------- -------
Net cash provided by investing activities (11,337) (22,063)
------- -------
Cash flows from financing activities:
Net increase in deposits 220 17,648
Net increase in federal funds purchased 140
Proceeds from notes payable 2,531
Principal payments on notes payable (23) (20)
Principal payments on capital lease
obligations (9) (8)
Cash received from stock sales 20 200
Cash paid for redemption of fractional
shares (7) (7)
------- -------
Net cash provided by financing activities 341 20,344
------- -------
Net increase/(decrease) in cash and
cash equivalents (8,916) 230
Cash and cash equivalents, beginning of year 27,423 15,581
------- -------
Cash and cash equivalents, end of quarter $18,507 $15,811
======= =======
</TABLE>
The accompanying notes are an integral part of these statements.
5
<PAGE> 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 June 30, 1997, December 31,
1996, and June 30, 1996, and the results of operations and the
changes in financial position for the six month period ended June
30, 1997 and 1996.
Certain reclassifications of 1996 balances have been made to
conform with the June 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 a 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.
6
<PAGE> 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 June 30, 1997 and December 31,
1996 were as follows:
<TABLE>
<CAPTION>
June 30, 1997 December
31, 1996
Amortized Fair Financial Amortized
Fair Financial
($ in thousands) Cost Value Statements Cost
Value Statements
<S> <C> <C> <C> <C>
<C> <C>
Securities available-for-sale:
U.S. Treasury securities $ 500 $ 500 $ 500 $ 500 $
500 $ 500
Obligations of federal government
agencies 1,800
1,799 1,799
Mortgage backed securities 9,254 9,157 9,157 6,395
6,348 6,348
Obligations of states, municipalities
and political subdivisions 3,252 3,092 3,092 3,250
3,099 3,099
Other securities 5,744 5,479 5,479 3,463
3,262 3,262
------- ------- ------- ------- --
- ---- ------
18,750 18,228 18,228 15,408
15,008 15,008
Securities held-to-maturity:
Obligations of states, municipalities
and political subdivisions 1,020 1,023 1,020 605
611 605
------- ------- ------- ------- ---
- ---- -------
Total $19,770 $19,251 $19,248 $16,013
$15,619 $15,613
======= ======= ======= =======
======= =======
</TABLE>
NOTE 3. LOANS
Loan detail by category as of June 30, 1997 and December 31, 1996
were as follows:
<TABLE>
<CAPTION>
($ in thousands) June 30,
December 31,
1997
1996
(Audited)
<S> <C> <C>
Commercial and industrial $104,121 $
97,086
Agricultural 24,741
25,621
Real estate mortgage 30,652
29,318
Real estate construction 8,556
9,954
Installment 10,550
10,527
Lease financing 3,697
3,038
Bank cards and other 3,294
3,384
-------- ------
- --
Total loans 185,611
178,928
Allowance for loan losses (1,977)
(2,034)
Deferred loan fees, net of deferred costs (501)
(508)
-------- ------
- --
Net loans $183,133
$176,386
========
========
</TABLE> 7
<PAGE> 8
UNITED SECURITY BANCORPORATION
NOTE 4. ALLOWANCE FOR LOAN LOSSES
The allowance for loan loss is maintained at levels considered
adequate by management to provide for possible loan losses. The
allowance is based on management's assessment of various factors
affecting the loan portfolio, including problem loans, business
conditions and loss experience, and an overall evaluation of the
quality of the underlying collateral. Changes in the allowance for
loan loss during the three and six months ended June 30, 1997 and
1996 were as follows:
<TABLE>
<CAPTION>
Three Months Ended
June 30, Year-To-
Date
($ in thousands) 1997 1996 1997
1996
<S> <C> <C> <C>
<C>
Balance, beginning of period $2,206 $1,465 $2,034
$1,391
Provision for loan losses 168 121 321
267
Loan charge-offs (404) (19) (429)
(92)
Loan recoveries 7 3 51
4
------ ------ ------ --
- ----
Balance, end of period $1,977 $1,570 $1,977
$1,570
====== ====== ======
======
</TABLE>
NOTE 5. SUBSEQUENT EVENTS
Effective July 18, 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 for the core deposit
acquisition cost. These acquisitions will increase the Company's
totals beginning in third quarter 1997.
The Company previously disclosed a loss due to an embezzlement by a
former employee of its subsidiary, Home Security Bank. On July 17,
1997 the Company received from its insurance carrier $637,000.
This represents the reconciled amount of the principal portion
embezzled, less the insurance policy deductible of $50,000. The
income will increase third quarter 1997 results.
8
<PAGE> 9
UNITED SECURITY BANCORPORATION
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS
OF OPERATIONS
Preliminary Note Regarding Forward-Looking Statements
The information set forth in this item 2 includes "forward-looking
statements" within the meaning of Section 27A of the Securities Act
of 1933, as amended, and Section 21E of the Exchange Act, and is
subject to the safe harbor created by those sections.
Overview
A performance summary and detailed discussion regarding the second
quarter and year-to-date results in 1997 and 1996 follow this
table.
UNITED SECURITY BANCORPORATION AND SUBSIDIARIES
PERFORMANCE SUMMARY
<TABLE>
<CAPTION>
Three Months Ended
June 30, Year-To-
Date
%
%
($ in thousands) 1997 1996 Change 1997
1996 Change
<S> <C> <C> <C> <C>
<C> <C>
Interest income $ 5,493 $ 5,035 9.1% $10,815
$ 9,802 10.3%
Interest expense 2,167 1,977 9.6% 4,279
3,899 9.7%
------- ------- ----- -------
- ------- -----
Net interest income 3,326 3,058 8.8% 6,536
5,903 10.7%
Provision for loan losses 168 121 38.8% 321
267 20.2%
------- ------- ----- -------
- ------- -----
Net interest income after
provision for loan losses 3,158 2,937 7.5% 6,215
5,636 10.3%
Noninterest income 752 736 2.2% 1,384
1,481 -6.5%
Noninterest expense 2,388 2,337 2.2% 4,612
4,479 3.0%
------- ------- ----- -------
- ------- -----
Income before income taxes 1,522 1,336 13.9% 2,987
2,638 13.2%
Income taxes 541 396 36.6% 1,017
859 18.4%
------- ------- ----- -------
- ------- -----
Net income $ 981 $ 940 4.4% $ 1,970
$ 1,779 10.7%
======= ======= ===== =======
======= =====
Earnings per share $ .27 $ .26 4.0% $ .53
$ .48 10.9%
Average shares outstanding 3,683,352 3,671,133 .3% 3,682,849
3,688,108 -.1%
</TABLE>
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 11%
increase in net income to $1,970,000 for the first six months of
1997 compared to $1,779,000 for the same period in 1996. Earnings
per share increased by 11% to $.53 compared to $.48 for 1996. For
second quarter 1997, earnings increased 4% to $981,000 compared to
$940,000 for the same period in 1996. Earnings per share in second
quarter was $.27 in 1997 and $.26 in 1996, an increase of 4%.
9
<PAGE> 10
UNITED SECURITY BANCORPORATION
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATION (continued)
Net Interest Income
Net interest income grew 11% to $6,536,000 in 1997 compared to
$5,903,000 in 1996. The increase is primarily the result of loan
growth. Total loans grew 10% to $185,611,000 as of June 30, 1997
compared to $168,533,000 as of June 30, 1996. The net interest
margin to average earning assets was 6.14% and 6.33% as of June 30,
1997 and 1996, respectively.
Provision for Loan Losses
The allowance for loan losses grew 26%, comparing June 30, 1997 to
1996, which represents 1.07% and .93% of loans, respectively.
Noninterest Income
Noninterest income decreased by 7% to $1,384,000 during the first
six months of 1997 compared to $1,481,000 for the same period in
1996. Fees and service charges increased 6% to $583,000 in 1997
from $549,000 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. 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 3% in 1997 compared to first
quarter 1996. The Company efficiency ratio was 58.42% for 1997
compared to 60.23% for 1996.
Liquidity and Capital Resources
The company had $18.5 million of cash and cash equivalents as of
June 30, 1997. As described in other subsequent events the Company
will receive approximately $31 million in liquid funds from the
acquisition of 5 branches in July, 1997. The funds will be
initially invested in short-term investments until new loans are
originated. The current and future capital resources of the
Company are allowing future growth with these acquisitions.
10
<PAGE> 11
UNITED SECURITY BANCORPORATION
Item 2. Management's Discussion and Analysis of Financial
Condition of Operation (continued)
Other Subsequent Events
Effective July 18, 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 for the core deposit
acquisition cost. These acquisitions will increase the Company's
totals beginning in third quarter 1997.
The Company previously disclosed a loss due to an embezzlement by a
former employee of its subsidiary, Home Security Bank. On July 17,
1997 the Company received from its insurance carrier $637,000.
This represents the reconciled amount of the principal portion
embezzled, less the insurance policy deductible of $50,000. The
income will increase third quarter 1997 results.
11
<PAGE> 12
UNITED SECURITY BANCORPORATION
Part II
Other Information
Item 4. Submission of Matters to a Vote of Security-Holders
(a) Annual meeting of shareholders was held on May 29,
1997.
(b) Proxies for the annual meeting were solicited pursuant
to
Regulation 14 under the Act.
(c) Matters voted upon at the meeting:
<TABLE>
<CAPTION>
<S> <C> <C>
Election of Directors For Withhold
David C. Blankenship 2,097,099 138,192
Robert J. Gardner 2,097,099 138,192
Robert L. Golob 2,097,099 138,192
James L. Moe 2,091,496 143,795
Dann Simpson 2,097,099 138,192
William Dashiell 2,097,031 138,260
Rand Elliott 2,087,118 148,173
Keith P. Sattler 2,096,187 139,104
Norman J. Traaen 2,093,779 141,512
</TABLE>
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
None in second quarter 1997.
(b) Reports on Form 8-K during second quarter 1997
<TABLE>
<CAPTION>
<S> <C> <C>
Date Item # Subject
April 4, 1997 Item 5. Embezzlement activities at subsidiary, Home
Security Bank
May 2, 1997 Item 4. Changes in Registrant's Certifying
Accountant
Item 6. Resignation of Registrant's Director
May 20, 1997 Item 5. United Security Bancorporation Reaches
Agreement to
Acquire The Wheatland Bank
June 10, 1997 Item 4. United Security Bancorporation Selects Moss
Adams as
Audit Firm
June 10, 1997 Item 5. Home Security Bank embezzlement update
June 10, 1997 Item 4. Form 8-K/A Changes in Registrant's
Certifying Accountant
12
<PAGE> 13
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: July 31, 1997 /s/ Chad Galloway
------------- ----------------------------------
Chad Galloway, Vice President
and
Chief Financial Officer
11
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 9
<MULTIPLIER> 1000
<CURRENCY> USDOLLARS
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<EXCHANGE-RATE> 1.00
<CASH> 10862
<INT-BEARING-DEPOSITS> 620
<FED-FUNDS-SOLD> 7025
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 18228
<INVESTMENTS-CARRYING> 1020
<INVESTMENTS-MARKET> 1023
<LOANS> 185410
<ALLOWANCE> 1977
<TOTAL-ASSETS> 233155
<DEPOSITS> 197619
<SHORT-TERM> 140
<LIABILITIES-OTHER> 2271
<LONG-TERM> 3338
0
0
<COMMON> 21014
<OTHER-SE> 8773
<TOTAL-LIABILITIES-AND-EQUITY> 233155
<INTEREST-LOAN> 9753
<INTEREST-INVEST> 591
<INTEREST-OTHER> 471
<INTEREST-TOTAL> 10815
<INTEREST-DEPOSIT> 4140
<INTEREST-EXPENSE> 4279
<INTEREST-INCOME-NET> 6536
<LOAN-LOSSES> 321
<SECURITIES-GAINS> (25)
<EXPENSE-OTHER> 4612
<INCOME-PRETAX> 2987
<INCOME-PRE-EXTRAORDINARY> 2987
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1970
<EPS-PRIMARY> .53
<EPS-DILUTED> .53
<YIELD-ACTUAL> 10.88
<LOANS-NON> 1876
<LOANS-PAST> 1033
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 2034
<CHARGE-OFFS> 429
<RECOVERIES> 51
<ALLOWANCE-CLOSE> 1977
<ALLOWANCE-DOMESTIC> 1977
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
