-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HqsTgAL5Hr0+6SruMHZxCkttHNLdShFH61BXdglMXpo9spdtXMmYHexRxoGVYeAu h7JV1LKPuw3ZrEDgXzYmjg== 0000726990-98-000008.txt : 19981102 0000726990-98-000008.hdr.sgml : 19981102 ACCESSION NUMBER: 0000726990-98-000008 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980930 FILED AS OF DATE: 19981030 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNITED SECURITY BANCORPORATION CENTRAL INDEX KEY: 0000726990 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 911259511 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-18561 FILM NUMBER: 98734609 BUSINESS ADDRESS: STREET 1: 9506 N NEWPORT HWY CITY: SPOKANE STATE: WA ZIP: 99218-1200 BUSINESS PHONE: 5094676949 MAIL ADDRESS: STREET 1: 9506 N NEWPORT HWY CITY: SPOKANE STATE: WA ZIP: 99218-1200 10-Q 1 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, 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 (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 30, 1998 there were 4,546,722 shares of such stock outstanding. 1 2 UNITED SECURITY BANCORPORATION INDEX TO QUARTERLY REPORT ON FORM 10-Q September 30, 1998 Table of Contents
Page Part I Financial Information Item 1. Financial Statements Consolidated Statements of Condition - September 30, 1998 and December 31, 1997 . . . . . . . . . . . . . . . 3 Consolidated Statements of Income - Three Months and Nine Months Ended September 30, 1998 and 1997 . . . 4 Consolidated Condensed Statements of Cash Flows - Nine Months Ended September 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 . . . . . . . . 9-12 Item 3. Quantitative and Qualitative Disclosures About Market Risk . . . . . . . . . . . . . . . . . . . . 13 Part II Other Information Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . 13 Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
2 3 UNITED SECURITY BANCORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CONDITION
September 30, December 31, ($ in thousands) 1998 1997 ASSETS Cash and due from banks $ 16,541 $ 21,090 Overnight interest bearing deposits with other banks 14,860 12,556 Federal funds sold 15,410 5,210 --------- ------- - -- Cash and cash equivalents 46,811 38,856 Securities (Note 2) 50,056 73,583 Loans, net of allowance for loan losses of $2,805 in 1998 and $2,865 in 1997 (Notes 3 and 4) 282,239 247,715 Accrued interest receivable 3,860 3,189 Premises and equipment, net 10,063 9,903 Foreclosed real estate and other foreclosed assets 794 967 Life insurance and salary continuation assets 3,317 2,512 Intangible assets 6,617 6,910 Other assets 910 634 --------- ------- - -- TOTAL ASSETS $ 404,667 $ 384,269 ========= ========= LIABILITIES Noninterest bearing - demand deposits $ 60,068 $ 62,453 Interest bearing: NOW and savings accounts 166,602 156,968 Time, $100,000 and over 36,576 31,341 Other time 91,583 87,042 --------- ------- - -- TOTAL DEPOSITS 354,829 337,804 Notes payable 4,456 6,257 Capital lease obligations 718 732 Accrued interest payable 1,146 928 Other liabilities 2,669 2,063 --------- ------- - -- TOTAL LIABILITIES 363,818 347,784 STOCKHOLDERS' EQUITY Common stock, no par, shares authorized 15,000,000; issued and outstanding 4,533,284 in 1998 and 4,520,882 in 1997 30,479 30,379 Retained earnings 10,352 6,174 Accumulated other comprehensive income, net of tax (Note 1) 113 (68) Guaranteed bank loan to Employee Stock Ownership Plan (95) --------- ------- - -- TOTAL STOCKHOLDERS' EQUITY 40,849 36,485 --------- ------- - -- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 404,667 $ 384,269 ========= =========
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 September 30, Year- To-Date 1998 1997 1998 1997 INTEREST INCOME Interest and fees on loans and leases $ 7,812 $ 5,942 $22,174 $16,667 Interest on securities 831 587 2,975 1,338 Other interest income 253 352 510 914 ------- ------- ---- - --- ------- TOTAL INTEREST INCOME 8,896 6,881 25,659 18,919 ------- ------- ---- - --- ------- INTEREST EXPENSE Interest on deposits 3,379 2,538 9,693 7,039 Interest on borrowings 205 92 613 231 ------- ------- ---- - --- ------- TOTAL INTEREST EXPENSE 3,584 2,630 10,306 7,270 ------- ------- ---- - --- ------- NET INTEREST INCOME 5,312 4,251 15,353 11,649 Provision for loan losses (Note 4) 197 227 324 548 ------- ------- ---- - --- ------- NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 5,115 4,024 15,029 11,101 ------- ------- ---- - --- ------- NONINTEREST INCOME Fees and service charges 450 401 1,282 1,088 Insurance commissions 272 310 817 893 Insurance proceeds 796 796 Securities gains/(losses) 11 91 (25) Other 246 164 1,113 420 ------- ------- ---- - --- ------- TOTAL NONINTEREST INCOME 979 1,671 3,303 3,172 ------- ------- ---- - --- ------- NONINTEREST EXPENSE Salaries and employee benefits 2,464 1,734 6,990 4,946 Occupancy expense, net 297 200 896 556 Equipment expense 302 222 940 593 Other operating expense 1,154 852 3,255 2,216 ------- ------- ---- - --- ------- TOTAL NONINTEREST EXPENSE 4,217 3,008 12,081 8,311 ------- ------- ---- - --- ------- INCOME BEFORE TAXES 1,877 2,687 6,251 5,962 INCOME TAX EXPENSE 612 852 2,015 1,966 ------- ------- ---- - --- ------- NET INCOME $ 1,265 $ 1,835 $ 4,236 $ 3,996 ======= ======= ======= ======= Basic earnings per common share $ .28 $ .41 $ .94 $ .88 Diluted earnings per common share $ .28 $ .40 $ .92 $ .88 Basic weighted average shares outstanding 4,529,705 4,520,882 4,524,262 4,519,794 Weighted average shares outstanding 4,587,650 4,566,059 4,597,325 4,557,133
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 September 30, 1998 AND 1997 ($ in thousands)
1998 1997 Cash flows from operating activities: Net income $ 4,236 $ 3,996 Provision for loan losses 324 548 Depreciation and amortization 572 393 (Increase)/decrease in assets and liabilities Accrued interest receivable (671) (617) Life insurance and salary continuation assets (805) (172) Other assets 17 (41) Accrued interest payable 218 101 Other liabilities 606 415 ------- ------- Net cash provided by operating activities 4,497 4,623 ------- ------- Cash flows from investing activities: Securities: Maturities 28,178 250 Sales 18,925 4,595 Purchases (23,395) (34,152) Net increase in loans (34,848) (19,504) Cash received from Wells Fargo acquisition 30,356 Sales of premises and equipment 720 Purchases of premises and equipment (1,452) (2,337) Foreclosed real estate activity 173 (229) ------- ------- Net cash change in investing activities (11,699) (21,021) ------- ------- Cash flows from financing activities: Net increase in deposits 17,025 16,081 Proceeds from notes payable 1,043 Principal payments on notes payable (1,896) (27) Principal payments on capital lease obligations (14) (14) Cash received from stock sales 118 20 Cash paid for redemption of fractional shares (76) (58) ------- ------- Net cash provided by financing activities 15,157 17,045 ------- ------- Net change in cash and cash equivalents 7,955 647 Cash and cash equivalents, beginning of year 38,856 32,808 ------- ------- Cash and cash equivalents, end of quarter $46,811 $33,455 ======= =======
The accompanying notes are an integral part of these statements. 5 6 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, USB Insurance Agencies, Inc., USB Mortgage Company, and USB Leasing, Inc. after eliminating all significant intercompany balances and transactions. In the opinion USBN, the accompanying Consolidated Financial Statements present fairly the financial position of USBN as of September 30, 1998 and December 31, 1997, and the related statements of income and cash flows for the nine month period ended September 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. Prior reported amounts have been restated to reflect pooling of interests accounting for the Grant National Bank (GNB) acquisition. See Note 5 for further information. 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 USBN'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 September 30, 1998 and December 31, 1997 were as follows:
September 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 $ 2,004 $ 2,018 $ 2,018 $ 6,775 $ 6,787 $ 6,787 Obligations of federal government agencies 20,635 20,760 20,760 40,507 40,516 40,516 Mortgage backed securities 13,796 13,863 13,863 13,693 13,696 13,696 Obligations of states, municipalities and political subdivisions 2,541 2,591 2,591 5,818 5,876 5,876 Other securities 10,117 10,032 10,032 5,580 5,396 5,396 ------- ------- ------- ------- -- - ---- ------ 49,093 49,264 49,264 72,373 72,271 72,271 Securities held-to-maturity: Obligations of states, municipalities and political subdivisions 792 820 792 1,312 1,332 1,312 ------- ------- ------- ------- --- - ---- ------- Total $49,885 $50,084 $50,056 $73,685 $73,603 $73,583 ======= ======= ======= ======= ======= =======
NOTE 3. LOANS Loan detail by category as of September 30, 1998 and December 31, 1997 were as follows:
($ in thousands) September 30, December 31, 1998 1997 Commercial and industrial $161,053 $126,835 Agricultural 41,188 37,356 Real estate mortgage 47,453 53,795 Real estate construction 12,304 8,440 Installment 15,237 14,926 Lease financing 4,174 5,209 Bank cards and other 4,451 4,762 -------- ------ - -- Total loans 285,860 251,323 Allowance for loan losses (2,805) (2,865) Deferred loan fees, net of deferred costs (816) (743) -------- ------ - -- Net loans $282,239 $247,715 ======== ========
7 8 UNITED SECURITY BANCORPORATION NOTE 4. ALLOWANCE FOR LOAN LOSSES The allowance for loan loss is maintained at levels considered adequate by management to provide for possible loan losses. The allowance is based on management's assessment of various factors affecting the loan portfolio, including problem loans, business conditions and loss experience, and an overall evaluation of the quality of the underlying collateral. Changes in the allowance for loan losses during the three and nine months ended September 30, 1998 and 1997 were as follows:
Three Months Ended September 30, Year-To-Date ($ in thousands) 1998 1997 1998 1997 Balance, beginning of period $2,783 $2,221 $2,865 $2,295 Provision for loan losses 197 227 324 548 Loan charge-offs (217) (318) (541) (767) Loan recoveries 42 3 157 57 ------ ------ ------ ---- - -- Balance, end of period $2,805 $2,133 $2,805 $2,133 ====== ====== ====== ======
NOTE 5. Grant National Bank Acquisition On July 20, 1998, USBN completed its acquisition of GNB for a total consideration of approximately $10 million in USBN stock, following approval by GNB shareholders and regulatory agencies. As of July 20, 1998 GNB had approximately $32 million in total assets, $29 million in deposits, $22 million in loans, and $3.4 million in total equity. 468,270 USBN common shares were issued to GNB shareholders for the acquisition. The pooling of interests accounting method is being used for the transaction, which includes restating prior reported amounts to reflect the acquisition of GNB. The effects of the restatement on revenue, net income and stockholders' equity are shown below:
Three Months Ended Year- To-Date ($ in thousands) September 30, 1997 1997 Net interest income and noninterest income: Original USBN amounts reported $ 5,405 $13,325 GNB 517 1,496 ------- ------ - - As Restated $ 5,922 $14,821 ======= ======= Net income: Original USBN amounts reported $ 1,710 $3,680 GNB 125 316 ------- ------ As Restated $ 1,835 $3,996 ======= ====== December 31, 1997 Stockholders' equity: Original USBN amounts reported $33,089 GNB 3,396 ------- As Restated $36,485 =======
8 9 UNITED SECURITY BANCORPORATION Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion contains a review of the results of operations and financial condition for third quarter and year-to- date results in 1998 and 1997. This information should be read in conjunction with the financial statements and related notes appearing in this report. The reader is assumed to have access to USBN's Form 10-K for the year ended December 31, 1997, which contains additional information. This discussion may contain certain forward looking statements, which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those stated. Readers are cautioned not to place undue reliance on those forward-looking statements. Overview A performance summary and detailed discussion regarding the third quarter and year-to-date results in 1998 and 1997 follow this table. UNITED SECURITY BANCORPORATION AND SUBSIDIARIES PERFORMANCE SUMMARY
Three Months Ended September 30, Year- To-Date % % ($ in thousands) 1998 1997 Change 1998 1997 Change Interest income $ 8,896 $ 6,881 29.3% $25,659 $18,919 35.6% Interest expense 3,584 2,630 36.3% 10,306 7,270 41.8% ------- ------- ----- ------- - ------- ---- Net interest income 5,312 4,251 25.0% 15,353 11,649 31.8% Provision for loan losses 197 227 -13.2% 324 548-40.9% ------- ------- ----- ------- - ------- ---- Net interest income after provision for loan losses 5,115 4,024 27.1% 15,029 11,101 35.4% Noninterest income 979 1,671 -41.4% 3,303 3,172 4.1% Noninterest expense 4,217 3,008 40.2% 12,081 8,311 45.4% ------- ------- ----- ------- - ------- ---- Income before income taxes 1,877 2,687 -30.1% 6,251 5,962 4.8% Income taxes 612 852 -28.2% 2,015 1,966 2.5% ------- ------- ----- ------- - ------- ---- Net income $ 1,265 $ 1,835 -31.1% $ 4,236 $ 3,996 6.0% ======= ======= ===== ======= ======= ==== Basic earnings per common share $ .28 $ .41 -31.7% $ .94 $ .88 6.8% Diluted earnings per common share$ .28 $ .20 -30.0% $ .92 $ .88 4.5%
9 10 UNITED SECURITY BANCORPORATION Net Income USBN reported a 6% increase in net income to $4,236,000 for the first nine months of 1998 compared to $3,996,000 for the same period in 1997. Basic earnings per share increased by 6% to $.94 compared to $.88 for 1997. For third quarter 1998, earnings decreased 31% to $1,265,000 compared to $1,835,000 for the same period in 1997. Basic earnings per share in third quarter was $.28 in 1998 and $.41 in 1997. 1997 net income for the year and third quarter included $525,000 or $.12 per share from nonrecurring insurance proceeds from a former employee theft. Net nonrecurring items increased income before taxes by $81,000 or about $.02 per share for the first nine months of 1998, which included a gain on the sale of commercial property of $366,000, a gain on the sale of merchant bank credit card relationships for $209,000, which was offset by GNB acquisition expenses of $453,000. Third quarter earnings per share were decreased by $.03 for the nonrecurring items, which included $236,000 of GNB acquisition expenses offset by $46,000 of gain on the merchant bank card relationships sale. Net Interest Income For the first nine months of 1998 net interest income grew 32% to $15,353,000 in 1998 compared to $11,649,000 in 1997. The increase is due to an increase in the volume of earning assets, which grew 30% or $84 million from September 30, 1997 to September 30, 1998. Loans grew 33% to $285 million as of September 30, 1998 compared to $215 million as of September 30, 1997. The 1997 acquisition of Bank of Pullman contributed a significant portion of the growth in loans and deposits. USBN also had loan growth of approximately $30 million during the 12 months ended September 30, 1998 without the loans from the Bank of Pullman acquisition. Deposits grew approximately $24 million without the deposits of the Bank of Pullman. The net interest margin to average earning assets was 5.91% and 6.21% for September 30, 1998 and 1997, respectively. Provision for Loan Losses The allowance for loan losses grew 32% from September 30, 1997 to September 30, 1998, which represents .98% and .99% of total loans, respectively. During third quarter 1998, USBN completed its normal quarterly review of the adequacy of its allowance for loan losses. The review considers factors affecting the loan portfolio, which include problem loans, economic conditions, loss experience, and the quality of the underlying collateral value. Noninterest Income Noninterest income increased 4% to $3,303,000 during the first nine months of 1998 compared to $3,172,000 for the same period in 1997. Fees and service charges increased 18% to $1,282,000 in 1998 from $1,088,000 in 1997 due primarily to deposit growth patterns. 1997 third quarter and year-to-date noninterest income was improved by $796,000 from the receipt of insurance proceeds as described above. Insurance commissions declined $76,000. 10 11 UNITED SECURITY BANCORPORATION Other income included nonrecurring gains of $366,000 in first quarter 1998 for the sale of commercial property and $209,000 for the sale of merchant bank card relationships in second and third quarters 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 $24 million since the end of the year. Noninterest Expense Noninterest expense increased by 45% in 1998 compared to 1997 due primarily to the increased costs from the 1997 and 1998 acquisitions. USBN has increased its number of locations from 15 to 27. Nonrecurring expenses of $453,000 were incurred during second and third quarters of 1998 related to the acquisition of GNB. 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 will continue through December 31, 1998. 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. 11 12 UNITED SECURITY BANCORPORATION 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 $100,000 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. 12 13 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 third quarter 1998. (b) Reports on Form 8-K during third quarter 1998
Date Item # Subject July 20, 1998 Item 2 United Security Bancorporation Completes Acquisition of 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 October 30, 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
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