-----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, Veb+vmNTHtXP2moj+yr+sFS/EfdKcQPEUJNXJTcqfP+I1Z/x5TLi220b/aAZ2ot1 +EgYNFC98NJKu1DCrnBEeg== 0000726990-99-000007.txt : 19990809 0000726990-99-000007.hdr.sgml : 19990809 ACCESSION NUMBER: 0000726990-99-000007 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990630 FILED AS OF DATE: 19990802 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: 99676040 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 June 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 July 26, 1999, there were 6,939,511 shares of such stock outstanding. 1 2 UNITED SECURITY BANCORPORATION INDEX TO QUARTERLY REPORT ON FORM 10-Q June 30, 1999 Table of Contents
Page Part I Financial Information Item 1. Financial Statements Consolidated Statements of Condition - June 30, 1999 and December 31, 1998 . . . . . . . . . . . . . . . 3 Consolidated Statements of Income - Three Months and Six Months Ended June 30, 1999 and 1998 . . . . . . . . 4 Consolidated Condensed Statements of Cash Flows - Six Months Ended June 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 . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
2 3 UNITED SECURITY BANCORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CONDITION
June 30, December 31, ($ in thousands) 1999 1998 ASSETS Cash and due from banks $ 18,635 $ 24,437 Overnight interest bearing deposits with other banks 2,793 12,166 Federal funds sold 485 --------- ------- - -- Cash and cash equivalents 21,428 37,088 Securities 57,656 87,350 Loans, net of allowance for loan losses of $3,996 in 1999 and $3,819 in 1998 395,608 359,532 Accrued interest receivable 4,825 4,565 Premises and equipment, net 11,908 12,145 Foreclosed real estate and other foreclosed assets 1,472 1,245 Life insurance and salary continuation assets 3,588 3,438 Intangible assets 6,382 6,525 Other assets 1,227 1,249 --------- ------- - -- TOTAL ASSETS $ 504,094 $ 513,137 ========= ========= LIABILITIES Noninterest bearing - demand deposits $ 78,836 $ 85,422 Interest bearing: NOW and savings accounts 184,779 198,812 Time, $100,000 and over 55,210 53,195 Other time 110,024 115,499 --------- ------- - -- TOTAL DEPOSITS 428,849 452,928 Short-term borrowings 11,825 Capital lease obligations 701 712 Accrued interest payable 1,383 1,646 Other liabilities 2,656 3,640 --------- ------- - -- TOTAL LIABILITIES 445,414 458,926 STOCKHOLDERS' EQUITY Common stock, no par, shares authorized 15,000,000; issued and outstanding 6,939,511 in 1999 and 6,928,522 in 1998 44,447 41,853 Retained earnings 14,749 12,162 Accumulated other comprehensive income, net of tax (516) 196 --------- ------- - -- TOTAL STOCKHOLDERS' EQUITY 58,680 54,211 --------- ------- - -- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 504,094 $ 513,137 ========= =========
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 Year-To-Date June 30, June 30, 1999 1998 1999 1998 INTEREST INCOME Interest and fees on loans and leases $ 9,758 $ 9,384 $19,057 $17,965 Interest on securities 909 1,406 2,122 2,957 Other interest income 86 43 186 260 ------- ------- ---- - --- ------- TOTAL INTEREST INCOME 10,753 10,833 21,365 21,182 ------- ------- ---- - --- ------- INTEREST EXPENSE Interest on deposits 3,620 3,963 7,295 7,913 Interest on borrowings 192 307 231 535 ------- ------- ---- - --- ------- TOTAL INTEREST EXPENSE 3,812 4,270 7,526 8,448 ------- ------- ---- - --- ------- NET INTEREST INCOME 6,941 6,563 13,839 12,734 Provision for loan losses 250 (32) 517 188 ------- ------- ---- - --- ------- NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 6,691 6,595 13,322 12,546 ------- ------- ---- - --- ------- NONINTEREST INCOME Fees and service charges 654 561 1,280 1,128 Insurance commissions 230 261 493 545 Securities gains/(losses) 24 39 66 87 Other 1,597 398 1,931 1,065 ------- ------- ---- - --- ------- TOTAL NONINTEREST INCOME 2,505 1,259 3,770 2,825 ------- ------- ---- - --- ------- NONINTEREST EXPENSE Salaries and employee benefits 2,899 2,794 5,752 5,569 Occupancy expense, net 400 358 785 698 Equipment expense 349 385 682 741 Intangible amortization 95 100 189 209 Other operating expense 1,079 1,261 2,232 2,227 ------- ------- ---- - --- ------- TOTAL NONINTEREST EXPENSE 4,822 4,898 9,640 9,444 ------- ------- ---- - --- ------- INCOME BEFORE TAXES 4,374 2,956 7,452 5,927 INCOME TAX EXPENSE 1,449 958 2,448 1,853 ------- ------- ---- - --- ------- NET INCOME $ 2,925 $ 1,998 $ 5,004 $ 4,074 ======= ======= ======= ======= Basic earnings per common share $ .42 $ .29 $ .72 $ .59 Diluted earnings per common share $ .42 $ .28 $ .71 $ .58 Basic weighted average shares outstanding 6,939,511 6,898,768 6,935,344 6,897,856 Weighted average shares outstanding 7,025,893 7,070,322 7,028,815 7,066,250
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 June 30, 1999 and 1998 ($ in thousands)
1999 1998 Cash flows from operating activities: Net income $ 5,004 $ 4,074 Provision for loan losses 517 188 Depreciation and amortization 459 448 (Increase)/decrease in assets and liabilities Accrued interest receivable (260) (863) Life insurance and salary continuation assets (150) (431) Other assets 165 170 Accrued interest payable (263) 166 Other liabilities (984) 218 ------- ------- Net cash provided by operating activities 4,488 3,970 ------- ------- Cash flows from investing activities: Securities: Maturities 29,541 21,576 Sales 9,902 12,603 Purchases (10,461) (13,211) Net increase in loans (36,593) (36,886) Sales of premises and equipment 947 717 Purchases of premises and equipment (1,169) (1,200) Foreclosed real estate activity (227) 54 ------- ------- Net cash change in investing activities (8,060) (16,347) ------- ------- Cash flows from financing activities: Net change in deposits (24,079) (1,321) Proceeds from short-term borrowings 11,825 2,355 Proceeds from notes payable 262 Principal payments on notes payable (1,059) Principal payments on capital lease obligations (11) (9) Cash received from stock sales 194 181 Cash dividends and redemption of fractional shares (17) (13) ------- ------- Net cash provided by financing activities (12,088) 396 ------- ------- Net change in cash and cash equivalents (15,660) (11,981) Cash and cash equivalents, beginning of year 37,088 41,926 ------- ------- Cash and cash equivalents, end of quarter $21,428 $29,945 ======= =======
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, Bank of the West, 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 June 30, 1999 and December 31, 1998, and the related statements of income and cash flows for the three and six month period ended June 30, 1999 and 1998. Certain reclassifications of 1998 balances have been made to conform with the June 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 Bank of the West (BOW) and Grant National Bank (GNB) mergers. 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. 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 June 30, 1999 and December 31, 1998 were as follows:
June 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 $ 2,826 $ 2,826 $ 4,309 $4,401 $ 4,401 Obligations of federal government agencies 16,066 15,743 15,743 26,314 26,443 26,443 Mortgage backed securities 14,398 14,298 14,298 27,949 27,993 27,993 Obligations of states, municipalities and political subdivisions 8,395 8,472 8,472 2,061 2,103 2,103 Other securities 16,025 15,568 15,568 17,646 17,634 17,634 ------- ------- ------- ------- -- - ---- ------ 57,688 56,907 56,907 78,279 78,574 78,574 Securities held-to-maturity: Obligations of states, municipalities and political subdivisions 749 752 749 8,776 9,032 8,776 ------- ------- ------- ------- --- - ---- ------- Total $58,437 $57,659 $57,656 $87,055 $87,606 $87,350 ======= ======= ======= ======= ======= =======
As of December 31, 1998 Bank of the West had $8,025,000 in securities classified as held-to-maturity. When it merged with USBN these securities were reclassified to available-for-sale. The change is consistent with the classification and interest rate risk policies for the other USBN subsidiary Banks. NOTE 3. LOANS Loan detail by category as of June 30, 1999 and December 31, 1998 were as follows:
($ in thousands) June 30, December 31, 1999 1998 Commercial and industrial $224,119 $199,798 Agricultural 70,661 57,511 Real estate mortgage 64,004 63,127 Real estate construction 14,459 14,170 Installment 19,604 20,364 Lease financing 2,750 3,546 Bank cards and other 4,817 5,603 -------- ------ - -- Total loans 400,414 364,119 Allowance for loan losses (3,996) (3,819) Deferred loan fees, net of deferred costs (810) (768) -------- ------ - -- Net loans $395,608 $359,532 ======== ========
7 8 UNITED SECURITY BANCORPORATION NOTE 4. ALLOWANCE FOR LOAN LOSSES The allowance for loan loss is maintained at levels considered adequate by management to provide for possible loan losses. The allowance is based on management's assessment of various factors affecting the loan portfolio, including problem loans, business conditions and loss experience, and an overall evaluation of the quality of the underlying collateral. Changes in the allowance for loan losses during the three and six months ended June 30, 1999 and 1998 were as follows:
Three Months Ended Year-To-Date June 30, June 30, ($ in thousands) 1999 1998 1999 1998 Balance, beginning of period $3,781 $ 3,928 $ 3,819 $ 3,869 Provision for loan losses 250 (32) 517 188 Loan charge-offs (173) (215) (505) (421) Loan recoveries 138 138 165 183 ------ ------- ------- - - ------ Balance, end of period $3,996 $3,819 $ 3,996 $ 3,819 ====== ======= ======= =======
NOTE 5. Bank of the West (BOW) and Grant National Bank (GNB) Mergers On February 1, 1999 USBN completed its merger with BOW. As of February 1, 1999 BOW 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 BOW shareholders for the merger. On July 20, 1998, USBN completed its merger with GNB. As of July 20, 1998 GNB had approximately $32 million in total assets, $29 million in deposits, $22 million in loans, and $3 million in total equity. 468,270 USBN common shares were issued to GNB shareholders for the merger. The pooling of interests accounting method is being used for both of these transactions, which includes restating prior reported amounts to reflect the mergers with BOW and GNB. The effects of the restatement on revenue, net income and stockholders' equity are shown below:
Three Months Ended Year-To- Date ($ in thousands) June 30, 1998 June 30, 1998 Net interest income and noninterest income: Original USBN amount reported $ 5,699 $11,323 BOW 1,599 3,193 GNB 524 1,043 ------- ------- As Restated $ 7,822 $15,559 Net income: ======= ======= Original USBN amounts reported $ 1,415 $ 2,805 BOW 515 1,103 GNB 68 166 ------- ------- As Restated $ 1,998 $ 4,074 ======= ======= Stockholders' equity: December 31, 1998 Original USBN amounts reported $42,201 BOW 12,010 ------- As Restated $54,211 =======
8 9 UNITED SECURITY BANCORPORATION Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion contains a review of the results of operations and financial condition for second quarter and year-to- date results in 1999 and 1998. This information should be read in conjunction with the financial statements and related notes appearing in this report. The reader is assumed to have access to USBN's Form 10-K for the year ended December 31, 1998, which contains additional information. This discussion may contain certain forward looking statements, which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those stated. Readers are cautioned not to place undue reliance on those forward-looking statements. Overview A performance summary and detailed discussion regarding the second quarter and year-to-date results in 1999 and 1998 follow this table. UNITED SECURITY BANCORPORATION AND SUBSIDIARIES PERFORMANCE SUMMARY
Three Months Ended June 30, Year-To- Date June 30, % % ($ in thousands) 1998 1997 Change 1999 1998 Change Interest income $10,753 $10,833 -.7% $21,365 $21,182 0.9% Interest expense 3,812 4,270 -10.7% 7,526 8,448 -10.9% ------- ------- ----- ------- - - ------ ------ Net interest income 6,941 6,563 5.8% 13,839 12,734 8.7% Provision for loan losses 250 (32)-881.3% 517 188 175.0% ------- ------- ----- ------- - - ------ ------ Net interest income after provision for loan losses 6,691 6,595 1.5% 13,322 12,546 6.2% Noninterest income 2,505 1,259 99.0% 3,770 2,825 33.5% Noninterest expense 4,822 4,898 -1.6% 9,640 9,444 2.1% ------- ------- ----- ------- - - ------ ------ Income before income taxes 4,374 2,956 48.0% 7,452 5,927 25.7% Income taxes 1,449 958 51.3% 2,448 1,853 32.1% ------- ------- ----- ------- - - ------ ------ Net income $ 2,925 $ 1,998 46.4% $ 5,004 $ 4,074 22.8% ======= ======= ===== ======= ======= ====== Basic earnings per common share $ .42 $ .29 44.8% $ .72 $ .59 22.0% Diluted earnings per common share$ .42 $ .28 50.0% $ .71 $ .58 22.4%
9 10 UNITED SECURITY BANCORPORATION Net Income USBN reported an increase in net income to $5,004,000 for the first six months of 1999 compared to $4,074,000 for the same period in 1998. Basic and diluted earnings per share were $.72 and $.71, respectively in 1999. 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 June 30, 1999 was $2,925,000, which compares to $1,998,000 for 1998. Diluted earnings per share were $.42 for the three months ended June 30, 1999 compared to $.28 for 1998. Net Interest Income For the first half of 1999 net interest income grew 9% to $13,839,000 compared to $12,734,000 in 1998. The increase is due to a combination of growth in the net interest margin to average earning assets from 5.86% to 6.13% and a 13% increase in average loans. Average deposits grew from $417 million in 1998 to $434 million in 1999. Deposits declined since the end of the year primarily due to seasonal fluctuation for each of the Banks. The reduction in deposits and the funding of the loan growth was accomplished primarily by reducing overnight cash investments and liquid security investments. Provision for Loan Losses The allowance for loan losses is based on management's evaluation of the loan portfolio. Based on management's review the allowance was reduced during second quarter 1998. Noninterest Income Noninterest income increased by 34% to $3,770,000 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 first quarter 1998 USBN recognized a $366,000 gain from the sale of a commercial real estate property and also recognized a gain of $163,000 from the sale of credit card relationships. Fees and service charges increased 13% to $1,280,000 in 1999 due to core deposit activity. Noninterest Expense Noninterest expense increased by only 2% in 1999 to $9,640,000, which was primarily due to normal growth, expansion and merger related expenses. In second quarter 1999 noninterest expense declined 2% to $4,822,000 from $4,898,000 for the same period in 1998. 10 11 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 $160,000 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. 11 12 UNITED SECURITY BANCORPORATION Item 3. Quantitative and Qualitative Disclosures About Market Risk Market risks faced by Bank of the West 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 4. Submission of Matters to a Vote of Security Holders (a) Annual meeting of shareholders was held on May 25, 1999. (b) Proxies for the annual meeting were solicited pursuant to Regulation 14 under the Act. (c) Matters voted upon at the meeting:
Election of Directors For Withheld David C. Blankenship 4,872,715 29,495 William C. Dashiell 4,871,012 31,198 Wesley E. Colley 4,871,106 31,104 James Rand Elliott 4,873,926 28,284 Richard C. Emery 4,869,801 32,409 David E. Frame 4,873,926 28,284 Robert J. Gardner 4,872,715 29,495 Robert L. Golob 4,873,926 28,284 Norman V. McKibben 4,873,926 28,284 Buddy R. Sampson 4,872,715 29,495 Keith P. Sattler 4,873,091 29,119 Dann Simpson 4,873,926 28,284 Donald H. Swartz, II 4,873,926 28,284 Ronald Wachter 4,873,871 28,339
Item 6. Exhibits and Reports on Form 8-K (a) Exhibits None in second quarter 1999. (b) Reports on Form 8-K during second quarter 1999 None in second quarter 1999. 12 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 26, 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 13 EX-27 2
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