<PAGE>
UNITED STATES
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, 2000 or
( ) Transition report pursuant to Section 13 or 15 (d) of the Securities
- Exchange Act of 1934
For the transition period from ___________ to ___________
Commission file number 000 - 18561
<TABLE>
<CAPTION>
UNITED SECURITY BANCORPORATION
(Exact Name of Registrant as Specified in Its Charter)
<S> <C> <C>
WASHINGTON 91-1259511
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
</TABLE>
9506 NORTH NEWPORT HIGHWAY, SPOKANE, WA 99218-1200
(Address of Principal Executive Offices)
(509) 467-6949
(Registrant's Telephone Number, Including Area Code)
Indicate by check mark whether the registrant: (1) has 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
20, 2000, there were 7,316,760 shares of such stock outstanding.
1
<PAGE>
UNITED SECURITY BANCORPORATION
<TABLE>
<CAPTION>
INDEX TO QUARTERLY REPORT ON FORM 10-Q
June 30, 2000
Table of Contents
Page
<S> <C> <C> <C>
Independent Accountant's Report 3
Part I Financial Information
Item 1. Financial Statements
Consolidated Statements of Condition - June 30, 2000
and December 31, 1999 . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Consolidated Statements of Income - Three and Six Months Ended
June 30, 2000 and 1999 . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Consolidated Condensed Statements of Cash Flows -
Six Months Ended June 30, 2000 and 1999 . . . . . . . . . . . . . . . . . . 6
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . 7 - 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 4. Submission of Matters to a Vote of Security Holders . . . . . . . . . . . 11
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . . . . . . . 11
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
</TABLE>
2
<PAGE>
UNITED SECURITY BANCORPORATION
Independent Accountant's Report
Board of Directors and Shareholders
United Security Bancorporation
We have reviewed the accompanying condensed consolidated statement of
condition of United Security Bancorporation and subsidiaries as of June 30,
2000, and the related condensed consolidated statements of income and cash flows
for the six months ended June 30, 2000. These financial statements are the
responsibility of United Security Bancorporation's management.
We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with generally accepted auditing standards, the objective of which is
the expression of an opinion regarding the financial statements taken as a
whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that
should be made to the accompanying financial statements for them to be in
conformity with generally accepted accounting principles.
We have previously audited, in accordance with generally accepted auditing
standards, the consolidated statement of condition of United Security
Bancorporation and subsidiaries as of December 31, 1999, and the related
consolidated statements of income, stockholders' equity and cash flows for the
year then ended (which are not presented herein), and in our report dated
January 21, 2000, we expressed an unqualified opinion on those consolidated
financial statements. In our opinion, the information set forth in the
accompanying condensed consolidated statement of condition as of December 31,
1999, is fairly presented, in all material respects, in relation to the
consolidated statement of condition from which it has been derived.
Everett, Washington /s/ Moss Adams LLP
July 20, 2000
3
<PAGE>
<TABLE>
<CAPTION>
UNITED SECURITY BANCORPORATION
UNTIED SECURITY BANCORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CONDITION
($ In thousands) JUNE 30, DECEMBER 31,
ASSETS 2000 1999
<S> <C> <C>
Cash and due from banks $19,321 $21,387
Overnight interest bearing deposits with other banks 5,966 4,632
-------- --------
Cash and cash equivalents 25,287 26,019
Securities 53,231 53,141
Loans, net of allowance for loan losses of $4,300 in 2000
and $4,349 in 1999 453,309 418,210
Accrued interest receivable 5,757 4,494
Premises and equipment, net 13,546 13,133
Foreclosed real estate and other foreclosed assets 1,631 1,179
Life insurance and salary continuation assets 4,231 4,049
Intangible assets 5,998 6,189
Other assets 1,654 1,312
-------- --------
TOTAL ASSETS $564,644 $527,726
======== ========
LIABILITIES
Noninterest bearing - demand deposits $83,247 $82,299
Interest bearing:
NOW and savings accounts 200,443 196,513
Time, $100,000 and over 66,943 56,430
Other time 127,713 117,657
-------- --------
TOTAL DEPOSITS 478,346 452,899
Short-term borrowings 18,253 7,508
Capital lease obligations 678 690
Accured interest payable 1,694 1,367
Other liabilities 2,908 2,340
-------- --------
TOTAL LIABILITIES 501,879 464,804
STOCKHOLDERS' EQUITY
Common stock, no par, shares authorized 15,000,000; Issued
and outstanding 7,316,760 in 2000 and 6,942,439 in 1999 49,652 44,471
Retained earnings 14,334 19,460
Accumulated other comprehensive loss, net of tax (1,221) (1,009)
-------- --------
TOTAL STOCKHOLDERS' EQUITY 62,765 62,922
-------- --------
TOTAL LIABILITIES and STOCKHOLDERS' EQUITY $564,644 $527,726
======== ========
The accompanying notes are an integral part of these statements
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
UNITED SECURITY BANCORPORATION
UNTIED SECURITY BANCORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
THREE MONTHS ENDED YEAR-TO-DATE
($ In thousands, except per share) JUNE 30, JUNE 30,
2000 1999 2000 1999
INTEREST INCOME
<S> <C> <C> <C> <C>
Interest and fees on loans and leases $11,006 $9,758 $21,339 $19,057
Interest on securities 840 909 1,643 2,122
Other interest income 176 86 278 186
--------- --------- --------- ---------
TOTAL INTEREST INCOME 12,022 10,753 23,260 21,365
--------- --------- --------- ---------
INTEREST EXPENSE
Interest on deposits 4,539 3,620 8,802 7,295
Interest on borrowings 180 192 228 231
--------- --------- --------- ---------
TOTAL INTEREST EXPENSE 4,719 3,812 9,030 7,526
--------- --------- --------- ---------
NET INTEREST INCOME 7,303 6,941 14,230 13,839
Provision for loan losses 307 250 644 517
--------- --------- --------- ---------
NET INTEREST INCOME AFTER PROVISIONS FOR LOAN LOSSES 6,996 6,691 13,586 13,322
--------- --------- --------- ---------
NONINTEREST INCOME
Fees and service charges 644 654 1,240 1,280
Insurance commissions 233 230 467 493
Securities gains/(losses) (6) 24 (12) 66
Other 172 1,597 391 1,931
--------- --------- --------- ---------
TOTAL NONINTEREST INCOME 1,043 2,505 2,086 3,770
--------- --------- --------- ---------
NONINTEREST EXPENSE
Salaries and employee benefits 3,104 2,899 6,233 5,752
Occupancy expense, net 442 400 887 785
Equipment expense 392 349 743 682
Intangible amortization 93 95 191 189
Other operating expense 1,117 1,079 2,314 2,232
--------- --------- --------- ---------
TOTAL NONINTEREST EXPENSE 5,148 4,822 10,368 9,640
--------- --------- --------- ---------
INCOME BEFORE TAXES 2,891 4,374 5,304 7,452
INCOME TAX EXPENSE 873 1,449 1,496 2,448
--------- --------- --------- ---------
NET INCOME $2,018 $2,925 $3,808 $5,004
========= ========= ========= =========
Basic earnings per common share $0.28 $0.38 $0.51 $0.66
Diluted earnings per common share $0.27 $0.38 $0.51 $0.65
Basic weighted average shares outstanding 7,316,593 7,633,462 7,430,876 7,627,817
Diluted weighted average shares outstanding 7,354,328 7,728,480 7,481,905 7,729,983
</TABLE>
The accompanying notes are an integral part of these statements.
5
<PAGE>
<TABLE>
<CAPTION>
UNITED SECURITY BANCORPORATION
UNITED SECURITY BANCORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
YEAR-TO-DATE JUNE 30, 2000 AND 1999
($ IN THOUSANDS)
2000 1999
<S> <C> <C>
Cash Flows From Operating Activities:
Net income $3,808 $5,004
Provision for loan losses 644 517
Depreciation and amortization 540 459
(Increase)/decrease in assets and liabilities:
Accrued interest receivable (1,263) (260)
Life insurance and salary continuation assets (182) (150)
Other assets (85) 165
Accured interest payable 327 (263)
Other liabilities 568 (984)
------- -------
Net cash provided by operating activities 4,357 4,488
------- -------
Cash flows from investing activities:
Securities:
Maturities 4,687 29,541
Sales 1,512 9,902
Purchases (6,568) (10,461)
Net increase in loans (35,743) (36,593)
Sales of premises and equipment 26 947
Purchases of premises and equipment (979) (1,169)
Foreclosed real estate activity (452) (227)
-------- -------
Net cash change in investing activities (37,517) (8,060)
-------- -------
Cash flows from financing activiites:
Net change in deposits 25,447 (24,079)
Proceeds from short-term borrowings 10,745 11,825
Principal payments on capital lease obligations (12) (11)
Cash payments for stock repurchases (4,175)
Cash received from stock sales 423 194
Cash redemption of fractional shares (17)
------- -------
Net cash provided by financing activities 32,428 (12,088)
------- -------
Net change in cash and cash equivalents (732) (15,660)
Cash and cash equivalents, beginning of year 26,019 37,088
Cash and cash equivalents, end of quarter ------- -------
$25,287 $21,428
======= =======
</TABLE>
The accompanying notes are an integral part of these statements.
6
<PAGE>
UNITED SECURITY BANCORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. MANAGEMENT STATEMENT
The consolidated financial statements include 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.
The interim unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information and with instructions to Form 10-Q and Article 10 of
Regulation S-X. In the opinion of management, all adjustments consisting only of
normal recurring accruals necessary for a fair presentation of the financial
condition and the results of operations for the interim periods included herein
have been made. The consolidated statement of condition of USBN as of December
31, 1999 has been derived from the audited consolidated statement of condition
of USBN as of that date. The results of operations for the six months ended June
30, 2000, are not necessarily indicative of results to be anticipated for the
year ending December 31, 2000. For additional information, refer to the
consolidated financial statements and footnotes thereto included in USBN's
annual report on Form 10-K for the year ended December 31, 1999.
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, 2000 and December 31, 1999 were as follows:
<TABLE>
<CAPTION>
JUNE 30, 2000 DECEMBER 31, 1999
AMORTIZED FAIR FINANCIAL AMORTIZED FAIR FINANCIAL
($in thousands) COST VALUE STATEMENTS COST VALUE STATEMENTS
SECURITIES AVAILABLE-FOR-SALE:
<S> <C> <C> <C> <C> <C> <C>
U.S. Treasury securities $ 2,499 $ 2,494 $ 2,494 $ 2,503 $ 2,503 $ 2,503
Obligations of federal government agencies 18,464 17,777 17,777 16,888 16,317 16,317
Mortgage backed securities 9,800 9,478 9,478 10,014 9,812 9,812
Obligations of states, municipalities and
political subdivisions 7,836 7,809 7,809 8,201 8,163 8,163
Other securities 15,776 14,967 14,967 16,356 15,639 15,639
------- ------- ------- ------- ------- -------
54,375 52,525 52,525 53,962 52,434 52,434
SECURITIES HELD-TO-MATURITY:
Obligations of states, municipalities and
political subdivisions 706 691 706 707 699 707
------- ------- ------- ------- ------- -------
Total $55,081 $53,216 $53,231 $54,669 $53,133 $53,141
======= ======= ======= ======= ======= =======
</TABLE>
7
<PAGE>
UNITED SECURITY BANCORPORATION
NOTE 3. LOANS
Loan detail by category as of June 30, 2000 and December 31, 1999 were as
follows:
<TABLE>
<CAPTION>
($ in thousands) JUNE 30, 2000 DECEMBER 31, 1999
<S> <C> <C>
Commercial and industrial $280,373 $246,796
Agricultural 78,910 67,025
Real estate mortgage 57,302 66,690
Real estate construction 13,449 14,781
Installment 21,808 21,190
Bank cards and other 6,554 6,939
-------- --------
Total loans 458,396 423,421
Allowance for loan losses (4,300) (4,349)
Deferred loan fees, net of deferred costs (787) (862)
-------- --------
Net loans $453,309 $418,210
======== ========
</TABLE>
NOTE 4. ALLOWANCE FOR LOAN LOSSES
The allowance for loan loss is maintained at levels considered adequate by
management to provide for possible loan losses. The allowance is based on
management's assessment of various factors affecting the loan portfolio,
including problem loans, business conditions and loss experience, and an overall
evaluation of the quality of the underlying collateral. Changes in the allowance
for loan losses during the three and six months ended June 30, 2000 and 1999
were as follows:
<TABLE>
<CAPTION>
THREE MONTHS ENDED YEAR-TO-DATE
($ in thousands) JUNE 30, JUNE 30,
2000 1999 2000 1999
<S> <C> <C> <C> <C>
Balance, beginning of period $4,307 $3,781 $4,349 $3,819
Provision for loan losses 307 250 644 517
Loan charge-offs (345) (173) (747) (505)
Loan recoveries 31 138 54 165
------ ------ ------ ------
Balance, end of period $4,300 $3,996 $4,300 $3,996
====== ====== ====== ======
</TABLE>
NOTE 5. SUBSEQUENT EVENT
The Board of Directors approved a stock repurchase program authorizing the
repurchase of up to 732,000 shares. If all 732,000 shares are repurchased, it
will represent approximately 10% of USBN's outstanding common stock. Shares will
be purchased from time to time, depending on market conditions and price, over
the next year. Currently, USBN has 7.3 million shares outstanding, following a
repurchase of approximately 385,000 shares in first quarter 2000.
8
<PAGE>
UNITED SECURITY BANCORPORATION
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
The following discussion contains a review of the results of operations and
financial condition for second quarter and the year-to-date results in 2000 and
1999. This information should be read in conjunction with the financial
statements and related notes appearing in this report. The reader is assumed to
have access to USBN's Form 10-K for the year ended December 31, 1999, which
contains additional information.
This discussion may contain certain forward-looking statements, which are
made pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. Such statements are subject to certain risks and
uncertainties that could cause actual results to differ materially from those
stated. Readers are cautioned not to place undue reliance on these
forward-looking statements.
OVERVIEW
A performance summary and detailed discussion regarding the second quarter
and year-to-date results for 2000 and 1999 follows this table.
<TABLE>
<CAPTION>
UNITED SECURITY BANCORPORATION AND SUBSIDIARIES
PERFORMANCE SUMMARY
THREE MONTHS ENDED JUNE 30, YEAR-TO-DATE JUNE 30,
% %
($ in thousands, except per share) 2000 1999 CHANGE 2000 1999 CHANGE
<S> <C> <C> <C> <C> <C> <C>
Interest income $12,022 $10,753 11.8% $23,260 $21,365 8.9%
Interest expense 4,719 3,812 23.8% 9,030 7,526 20.0%
------- ------- ---- ------- ------- ----
Net interest income 7,303 6,941 5.2% 14,230 13,839 2.8%
Provision for loan losses 307 250 22.8% 644 517 24.6%
------- ------- ---- ------- ------- ----
Net interest income after provision for loan losses 6,996 6,691 4.6% 13,586 13,322 2.0%
Noninterest income 1,043 2,505 -58.4% 2,086 3,770 -44.7%
Noninterest expense 5,148 4,822 6.8% 10,368 9,640 7.6%
------- ------- ---- ------- ------- ----
Income before income taxes 2,891 4,374 -33.9% 5,304 7,452 -28.8%
Income taxes 873 1,449 -39.8% 1,496 2,448 -38.9%
------- ------- ---- ------- ------- ----
Net income $2,018 $2,925 -31.0% $3,808 $5,004 -23.9%
======= ======= ===== ======= ======= =====
Basic earnings per common share $0.28 $0.38 -26.3% $0.51 $0.66 -22.7%
Diluted earnings per common share $0.27 $0.38 -28.9% $0.51 $0.65 -21.5%
</TABLE>
NET INCOME
USBN reported net income of $3,808,000 for the first six months of 2000
compared to $5,004,000 for the same period in 1999. Diluted earnings per share
were $.51 in 2000 and $.65 in 1999. Second quarter earnings were $2,018,000 for
2000 and $2,925,000 for 1999. Diluted earnings per share were $.27 for 2000 and
$.38 for 1999. Second quarter and year-to-date 1999 net earnings were improved
by $825,000 and $.11 per share from the gain on the sale of the Bank of the West
name.
9
<PAGE>
UNITED SECURITY BANCORPORATION
NET INTEREST INCOME
Year 2000 net interest income grew 3% to $14,230,000 compared to
$13,839,000 in 1999. The growth in net interest income was due to loan volume
growth, which on an average basis grew to $431 million in 2000 from $377 million
in 1999. The net interest margin to average earning assets declined from 6.13%
in 1999 to 5.83% in 2000.
PROVISION FOR LOAN LOSSES
The allowance for possible loan losses is based on management's evaluation
of the loan portfolio. The provision for loan losses grew 25% to $644,000 in
2000 compared to $517,000 in 1999. Loans grew by 15% from June 30, 1999 to June
30, 2000.
NONINTEREST INCOME
Noninterest income declined by $1,250,000 due to a nonrecurring gain from
the sale of the Bank of the West name in June 1999. Noninterest income was
$2,086,000 in 2000 and $3,770,000 in 1999 including the gain on the sale of the
name. Fees and service charges declined slightly to $1,240,000 in 2000 from
$1,280,000 in 1999 with a comparative improvement during second quarter 2000 as
the fees related to deposits increased. Insurance commissions declined to
$467,000 in 2000 compared to $493,000 in 1999. There were nonrecurring
securities gains of $66,000 in 1999 and securities losses of $12,000 in 2000 as
liquidity was obtained from the securities portfolio to help fund loan growth.
Other noninterest income was lower in 2000 primarily due to nonrecurring gains
on the sale of the name, escrow servicing and real estate owned.
NONINTEREST EXPENSE
Noninterest expense increased 8% to $10,368,000 in 2000 from $9,640,000 in
1999. The increase was primarily due to additional expenses for the six new
branches opened by USB and BOP in the latter part of 1999 and to accrue expense
for a new employee incentive program designed to create and reward productivity.
Also expense was incurred for a new Computer Center opened in first quarter
2000.
INCOME TAX EXPENSE
Income tax expense was lower in 2000 due to a tax credit for the renovation
of a historical property and for tax expense on stock options exercised, which
didn't qualify as incentive stock options.
STOCK REPURCHASE PROGRAM
The Board of Directors approved a stock repurchase program authorizing the
repurchase of up to 732,000 shares. If all 732,000 shares are repurchased, it
will represent approximately 10% of USBN's outstanding common stock. Shares will
be purchased from time to time, depending on market conditions and price, over
the next year. Currently, USBN has 7.3 million shares outstanding, following a
repurchase of approximately 385,000 shares in first quarter 2000.
10
<PAGE>
UNITED SECURITY BANCORPORATION
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Management considers interest rate risk to be a market risk that could have
a significant effect on the financial condition of USBN. There have been no
material changes in reported market risks faced by USBN since the end of the
most recent fiscal year.
Part II
Other Information
Item 4. Submission of Matters to a Vote of Security Holders
(a) Annual meeting of shareholders was held on May 23, 2000.
(b) Proxies for the annual meeting were solicited pursuant to Regulation
14 under the Act.
(c) Matter voted upon at the meeting:
<TABLE>
<CAPTION>
Election of Directors For Against
<S> <C> <C>
David C. Blankenship 5,653,662 117,184
Wesley E. Colley 5,727,321 43,525
James Rand Elliott 5,630,069 140,777
David E. Frame 5,726,749 44,097
Robert J. Gardner 5,701,218 69,628
Robert L. Golob 5,647,907 122,939
Norman V. McKibben 5,727,321 43,525
Buddy R. Sampson 5,633,020 137,826
Keith P. Sattler 5,725,261 45,585
Dann Simpson 5,587,313 183,533
Donald H. Swartz, II 5,701,218 69,628
Ronald Wachter 5,630,008 140,838
</TABLE>
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit 27 Financial Data Schedule.
(b) Reports on Form 8-K
<TABLE>
<CAPTION>
Date Item # Subject
<S> <C> <C>
April 3, 2000 5 Wes Colley elected President and CEO, Rich Emery retires.
</TABLE>
11
<PAGE>
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 20, 2000.
UNITED SECURITY BANCORPORATION
\s\ WES COLLEY
------------------------------------
Wes Colley, President and
Chief Executive Officer
\s\ CHAD GALLOWAY
------------------------------------
Chad Galloway, Vice President and
Chief Financial Officer
12
