UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR
15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended September 30, 2002
Commission File Number: 0-14549
United Security Bancshares, Inc.
(Exact name of registrant as specified in its charter)
| Delaware (State or other jurisdiction of incorporation or organization) |
63-0843362 (IRS Employer Identification No.) |
| 131 West Front Street Post Office Box 249 Thomasville, AL (Address of principal executive offices) |
36784 (Zip Code) |
Registrants telephone number, including area code:
(334) 636-5424
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 o
Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date.
| Class Common Stock, $0.01 par value |
Outstanding at 9/30/02 3,214,394 shares |
UNITED SECURITY BANCSHARES, INC. AND SUBSIDIARIES
| PAGE | |||||||
| PART 1. | FINANCIAL INFORMATION | ||||||
| ITEM 1. | FINANCIAL STATEMENTS | ||||||
| Condensed Consolidated Statements of Financial Condition at September 30, 2002, and December 31, 2001 | 3 | ||||||
| Condensed Consolidated Statements of Income for the Three and Nine Months Ended September 30, 2002, and 2001 | 4 | ||||||
| Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2002, and 2001 | 5 | ||||||
| Notes to Condensed Consolidated Financial Statements | 6 | ||||||
| ITEM 2. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 15 | |||||
| ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK | 20 | |||||
| ITEM 4. | CONTROLS AND PROCEDURES | 21 | |||||
| PART II. | OTHER INFORMATION | ||||||
| ITEM 1. | Legal Proceedings | 22 | |||||
| ITEM 6. | Exhibits and Reports on Form 8-K | 23 | |||||
| SIGNATURE PAGE | 25 |
| CEO SECTION 302 CERTIFICATION | 26 |
| CFO SECTION 302 CERTIFICATION | 28 |
UNITED SECURITY BANCSHARES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(Dollars in Thousands)
| September 30, 2002 |
December 31, 2001 |
||||||
| (Unaudited) | |||||||
| ASSETS | |||||||
| Cash and Due from Banks | $ | 11,617 | $ | 11,451 | |||
| Interest-Bearing Deposits in Banks | 147 | 12,522 | |||||
| Federal Funds Sold | 0 | 1,000 | |||||
| Securities Available for Sale | 157,655 | 138,842 | |||||
| Loans, net of allowances for loan losses of $6,281 and $6,590, respectively | 339,954 | 332,994 | |||||
| Premises and Equipment, net | 10,757 | 10,011 | |||||
| Other Assets | 22,781 | 16,292 | |||||
| Total Assets | $ | 542,911 | $ | 523,112 | |||
| LIABILITIES AND SHAREHOLDERS EQUITY | |||||||
| Deposits | $ | 352,581 | $ | 354,815 | |||
| Borrowings | 117,690 | 96,346 | |||||
| Other Liabilities | 6,677 | 6,744 | |||||
| Total Liabilities | $ | 476,948 | $ | 457,905 | |||
| Shareholders Equity: | |||||||
| Common stock, par value $0.01 per share; 10,000,000 shares authorized; 3,656,730 and 3,647,330 shares issued, respectively |
37 | 36 | |||||
| Surplus | 9,159 | 8,995 | |||||
| Accumulated other comprehensive income | 2,072 | 939 | |||||
| Retained Earnings | 65,435 | 61,436 | |||||
| Less Treasury Stock: 442,336 and 280,924 shares, at cost, respectively | (10,740 | ) | (6,199 | ) | |||
| Total Shareholders Equity | 65,963 | 65,207 | |||||
| Total Liabilities and Shareholders Equity | $ | 542,911 | $ | 523,112 | |||
The accompanying notes are an integral part of these consolidated statements.
3
UNITED SECURITY BANCSHARES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Dollars in Thousands, Except per Share Data)
| Three Months Ended September 30, |
Nine Months Ended September 30, |
||||||||||||
| 2002 | 2001 | 2002 | 2001 | ||||||||||
| (Unaudited) | (Unaudited) | ||||||||||||
| INTEREST INCOME: | |||||||||||||
| Interest and Fees on Loans | $ | 9,370 | $ | 9,354 | $ | 27,832 | $ | 27,810 | |||||
| Interest on Securities | 2,482 | 2,413 | 6,492 | 8,333 | |||||||||
| Total Interest Income | 11,852 | 11,767 | 34,324 | 36,143 | |||||||||
| INTEREST EXPENSE: | |||||||||||||
| Interest on Deposits | 2,231 | 3,293 | 7,214 | 10,518 | |||||||||
| Interest on Borrowings | 1,563 | 1,213 | 3,652 | 3,847 | |||||||||
| Total Interest Expense | 3,794 | 4,506 | 10,866 | 14,365 | |||||||||
| NET INTEREST INCOME | 8,058 | 7,261 | 23,458 | 21,778 | |||||||||
| PROVISION FOR LOAN LOSSES | 960 | 1,141 | 2,967 | 3,799 | |||||||||
| Net Interest Income After Provision For Loan Losses | 7,098 | 6,120 | 20,491 | 17,979 | |||||||||
| NONINTEREST INCOME: | |||||||||||||
| Service and Other Charges on Deposit Accounts | 766 | 672 | 2,092 | 2,018 | |||||||||
| Other Income | 425 | 473 | 1,288 | 1,397 | |||||||||
| Securities gains (losses), net | 60 | 175 | 190 | 164 | |||||||||
| Total Noninterest Income | 1,251 | 1,320 | 3,570 | 3,579 | |||||||||
| NONINTEREST EXPENSES: | |||||||||||||
| Salaries and Employee Benefits | 2,765 | 2,788 | 8,601 | 8,519 | |||||||||
| Occupancy Expense | 357 | 337 | 1,023 | 1,009 | |||||||||
| Furniture and Equipment Expense | 362 | 368 | 1,037 | 1,078 | |||||||||
| Other Expenses | 1,245 | 1,290 | 3,820 | 3,911 | |||||||||
| Total Noninterest Expense | 4,729 | 4,783 | 14,481 | 14,517 | |||||||||
| INCOME BEFORE INCOME TAXES | 3,620 | 2,657 | 9,580 | 7,041 | |||||||||
| PROVISION FOR INCOME TAXES | 984 | 751 | 2,658 | 1,940 | |||||||||
| NET INCOME BEFORE CUMULATIVE EFFECT OF A CHANGE IN ACCOUNTING PRINCIPLE |
2,636 | 1,906 | 6,922 | 5,101 | |||||||||
| CUMULATIVE EFFECT OF A CHANGE IN ACCOUNTING PRINCIPLE, NET OF TAX |
0 | 0 | 0 | (200 | ) | ||||||||
| NET INCOME AFTER CUMULATIVE EFFECT OF A CHANGE IN ACCOUNTING PRINCIPLE |
$ | 2,636 | $ | 1,906 | $ | 6,922 | $ | 4,901 | |||||
| BASIC NET INCOME PER SHARE BEFORE CUMULATIVE EFFECT OF A CHANGE IN ACCOUNTING PRINCIPLE |
$ | 0.82 | $ | 0.55 | $ | 2.12 | $ | 1.44 | |||||
| DILUTED NET INCOME PER SHARE BEFORE CUMULATIVE EFFECT OF A CHANGE IN ACCOUNTING PRINCIPLE |
$ | 0.82 | $ | 0.55 | $ | 2.12 | $ | 1.44 | |||||
| BASIC NET INCOME PER SHARE AFTER CUMULATIVE EFFECT OF A CHANGE IN ACCOUNTING PRINCIPLE |
$ | 0.82 | $ | 0.55 | $ | 2.12 | $ | 1.39 | |||||
| DILUTED NET INCOME PER SHARE AFTER CUMULATIVE EFFECT OF A CHANGE IN ACCOUNTING PRINCIPLE |
$ | 0.82 | $ | 0.55 | $ | 2.12 | $ | 1.38 | |||||
| DIVIDENDS PER SHARE | $ | 0.30 | $ | 0.25 | $ | 0.90 | $ | 0.75 | |||||
The accompanying notes are an integral part of these Consolidated Statements.
UNITED SECURITY BANCSHARES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
| September 30, | |||||||
| 2002 | 2001 | ||||||
| (Unaudited) | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | |||||||
| Net Income | $ | 6,922 | $ | 4,901 | |||
| Adjustments: | |||||||
| Depreciation | 788 | 852 | |||||
| Amortization of Premiums and Discounts, net | 188 | 318 | |||||
| Amortization of Intangibles | 0 | 350 | |||||
| Provision for Losses on Loans | 2,967 | 3,799 | |||||
| Gain on sale of securities, net | (190 | ) | (164 | ) | |||
| Changes in Assets and Liabilities: | |||||||
| (Increase) decrease in Other Assets | (70 | ) | 1,350 | ||||
| (Decrease) increase in Other Liabilities | (734 | ) | 747 | ||||
| Total Adjustments | 2,949 | 7,252 | |||||
| Net Cash Provided by Operating Activities | 9,871 | 12,153 | |||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | |||||||
| Proceeds from Maturities/Call and Paydowns Of Securities Available for Sale | 49,967 | 31,601 | |||||
| Proceeds from Sales of Securities | 124 | 19,376 | |||||
| Purchase of Bank Owned Life Insurance | (6,419 | ) | 0 | ||||
| Purchase of Property and Equipment, Net | (1,533 | ) | (1,118 | ) | |||
| Purchase of Securities Available for Sale | (67,102 | ) | (46,742 | ) | |||
| Redemption (purchase) of Federal Funds Sold | 1,000 | (7,750 | ) | ||||
| Net Increase in Loans | (9,928 | ) | (27,762 | ) | |||
| Net Cash Used by Investing Activities | (33,891 | ) | (32,395 | ) | |||
| CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||
| (Decrease) increase in Customer Deposits, Net | (2,234 | ) | 8,536 | ||||
| Exercise of Stock Options | 164 | 106 | |||||
| Dividends Paid | (2,922 | ) | (2,646 | ) | |||
| Purchase of Treasury Stock | (4,540 | ) | (5,455 | ) | |||
| Increase in Borrowings, net | 21,343 | 547 | |||||
| Net Cash Provided by Financing Activities | 11,811 | 1,088 | |||||
| NET DECREASE IN CASH AND CASH EQUIVALENTS | (12,209 | ) | (19,154 | ) | |||
| CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 23,973 | 32,458 | |||||
| CASH AND CASH EQUIVALENTS, END OF PERIOD | 11,764 | 13,304 | |||||
The accompanying notes are an integral part of these Consolidated statements.
UNITED SECURITY BANCSHARES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. GENERAL
The accompanying unaudited condensed consolidated financial statements as of September 30, 2002, and 2001, include the accounts of United Security Bancshares, Inc. and its subsidiaries (the Company). All significant inter-company transactions and accounts have been eliminated.
The interim financial statements are unaudited but, in the opinion of management, reflect all adjustments necessary for a fair presentation of financial position and results of operations for such periods presented. Such adjustments are of a normal, recurring nature. The results of operations for any interim period are not necessarily indicative of results expected for the fiscal year ending December 31, 2002. While certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission, management believes that the disclosures herein are adequate to make the information presented not misleading. These financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Annual Report on Form 10-K for the year ended December 31, 2001, of United Security Bancshares, Inc. and Subsidiaries. The accounting policies followed by United Security Bancshares, Inc. (USB) are set forth in the summary of significant accounting policies in USBs December 31, 2001, consolidated financial statements.
2. NET INCOME PER SHARE
Basic net income per share was computed by dividing net income by the weighted average number of shares of common stock outstanding during the three and nine-month periods ended September 30, 2002, and 2001. Common stock outstanding consists of issued shares less treasury stock. Diluted net income per share for the three and nine-month periods ended September 30, 2002, and 2001, were computed by dividing net income by the weighted average number of shares of common stock and the dilutive effects of the shares awarded under the Companys Stock Option Plan, based on the treasury stock method using an average fair market value of the stock during the respective periods.
The following table represents the earnings per share calculations for the three and nine-month periods ended September 30, 2002, and 2001:
| Net Income |
Shares | Net Income Per Share |
||||||||
| For the Three Months Ended September 30, 2002 (dollars in thousands): | ||||||||||
| Net Income | $ | 2,636 | ||||||||
| Basic Net Income Per Share | $ | 2,636 | 3,216,104 | $ | 0.82 | |||||
| Dilutive Securities | 0 | 0 | ||||||||
| Dilutive Earnings Per Share | 2,636 | 3,216,104 | $ | 0.82 | ||||||
| September 30, 2001: | ||||||||||
| Net Income | $ | 1,906 | ||||||||
| Basic Net Income Per Share | $ | 1,906 | 3,462,880 | $ | 0.55 | |||||
| Dilutive Securities | 0 | 9,521 | ||||||||
| Dilutive Earnings Per Share | 1,906 | 3,472,401 | $ | 0.55 | ||||||
| Net Income |
Shares | Net Income Per Share |
||||||||
| For the Nine Months Ended September 30, 2002 (dollars in thousands): | ||||||||||
| Net Income | $ | 6,922 | ||||||||
| Basic Net Income Per Share | $ | 6,922 | 3,265,738 | $ | 2.12 | |||||
| Dilutive Securities | 0 | 0 | ||||||||
| Dilutive Earnings Per Share | 6,922 | 3,265,738 | $ | 2.12 | ||||||
| September 30, 2001: | ||||||||||
| Before Cumulative Effect of a Change in Accounting Principle: | ||||||||||
| Basic Earnings Per Share | $ | 5,101 | 3,535,590 | $ | 1.44 | |||||
| Dilutive Securities | 0 | 9,333 | ||||||||
| Dilutive Earnings Per Share | $ | 5,101 | 3,544,923 | $ | 1.44 | |||||
| After Cumulative Effect of a Change in Accounting Principle: | ||||||||||
| Basic Earnings Per Share Before Cumulative Effect of a Change in Accounting Principle |
$ | 5,101 | 3,535,590 | $ | 1.44 | |||||
| Cumulative Effect of a Change In Accounting Principle | (200 | ) | 3,535,590 | (.05 | ) | |||||
| Basic Earnings Per Share After Cumulative Effect of A Change in Accounting Principle |
$ | 4,901 | 3,535,590 | $ | 1.39 | |||||
| Dilutive Securities | 0 | 9,333 | ||||||||
| Dilutive Earnings Per Share | $ | 4,901 | 3,544,923 | $ | 1.38 | |||||
3. COMPREHENSIVE INCOME
Comprehensive income is a measure of all changes in equity of an enterprise that result from transactions and other economic events of the period. Pursuant to Statement of Financial Accounting Standards (SFAS) No. 115, any unrealized gain or loss activity of available for sale securities is to be recorded as an adjustment to a separate component of shareholders equity, net of income tax effect. This change in unrealized gain serves to increase or decrease comprehensive income. The following table represents comprehensive income and its changes for the three and nine-month periods ended September 30, 2002, and 2001:
| Three Months Ended September 30, |
Nine Months Ended September 30, |
||||||||||||
| 2002 | 2001 | 2002 | 2001 | ||||||||||
| Net Income | $ | 2,636 | $ | 1,906 | $ | 6,922 | $ | 4,901 | |||||
| Other Comprehensive Income, Net of Tax: | |||||||||||||
| Cumulative Effect of a Change in Accounting Principle (Net of Tax of $0, $0, $0 and $14 respectively) |
0 | 0 | 0 | (24 | ) | ||||||||
| Change in Unrealized Gain (loss) on Derivative Instruments (Net of Tax of $100, $72, $4, and $240 respectively) |
(185 | ) | (134 | ) | 8 | (445 | ) | ||||||
| Change in Unrealized Gain on securities Available For Sale (Net of Tax of $165, $256, $606, and $777 respectively). |
307 | 476 | 1,125 | 1,443 | |||||||||
| Comprehensive Income | $ | 2,758 | $ | 2,248 | $ | 8,055 | $ | 5,875 | |||||
4. RECENT ACCOUNTING PRONOUNCEMENTS
The Company adopted Financial Accounting Standards Board (FASB) Statement of Financial Accounting Standards (SFAS) No. 133, Accounting for Derivative Instruments and Hedging Activities, on January 1, 2001. As part of the adoption of the standard, the Company recorded a net-of-tax cumulative effect adjustment in accumulated other comprehensive income of $24,000 to recognize at fair value all derivatives that are designated as cash-flow hedging instruments, and recorded a cumulative effect adjustment to earnings of $200,000 to recognize at fair value all derivatives, which did not achieve hedge accounting under this standard.
In July 2001, the FASB issued Statement No. 141, Business Combinations (SFAS No. 141), and Statement No. 142, Goodwill and Other Intangible Assets (SFAS No. 142). SFAS No. 141 requires that the purchase method of accounting be used for all business combinations initiated after September 30, 2001. SFAS No. 141 also specifies the criteria for intangible assets acquired in a purchase method business combination to be recognized and reported apart from goodwill. SFAS No. 142 requires companies to no longer amortize goodwill and intangible assets with indefinite useful lives, but instead test these assets for impairment at least annually in accordance with the provisions of SFAS No. 142.
The Company adopted the provisions of SFAS No. 142 effective January 1, 2002. As of the date of adoption, The Company had unamortized goodwill in the amount of $4.1 million which was subject to the transition provisions of SFAS No. 142. As part of its adoption of SFAS No. 142, the Company has performed a transitional impairment test on its goodwill assets, which indicated that no impairment charge was required. The Company does not currently have any other indefinite-lived intangible assets recorded in its statement of financial condition. In addition, no material reclassifications or adjustments to the useful lives of finite-lived intangible assets were made as a result of adopting the new guidance. The full impact of adopting SFAS No. 142 is expected to result in an increase in net income of approximately $353,000 or approximately $.11 per share in 2002 as a result of the Company no longer having to amortize goodwill against earnings. Assuming retroactive adoption of SFAS No. 142, net income for the quarter ended September 30, 2001, nine months ended September 30, 2001 and the year ended December 31, 2001 would have been $2.0 million, $5.2 million and $6.9 million, respectively, and diluted earnings per share would have been $.58, $1.46 and $1.98 for the same periods, respectively. The following table sets forth the reconcilement of net income and earnings per share excluding goodwill amortization for the quarter ended September 30, 2001, nine months ended September 30, 2001 and year ended December 31, 2001:
| For the Quarter Ended Sept. 30, 2001 |
For the Nine Mos. Ended Sept. 30, 2001 |
For the Year Ended Dec. 31, 2001 |
||||||||
| (Dollars in Thousands) | ||||||||||
| Reported Net Income | $ | 1,906 | $ | 4,901 | $ | 6,587 | ||||
| Add: Goodwill Amortization, Net of Tax | 88 | 265 | 353 | |||||||
| Adjusted Net Income | $ | 1,994 | $ | 5,166 | $ | 6,940 | ||||
| Basic Earnings Per Share: | ||||||||||
| Reported Earnings Per Share Basic | $ | 0.55 | $ | 1.39 | $ | 1.89 | ||||
| Add: Goodwill Amortization, Net of Tax | .03 | .08 | 0.10 | |||||||
| Adjusted Earnings Per Share Basic | $ | 0.58 | 1.47 | $ | 1.99 | |||||
| Diluted Earnings Per Share: | ||||||||||
| Reported Earnings Per Share Diluted | $ | 0.55 | $ | 1.38 | $ | 1.88 | ||||
| Add: Goodwill Amortization, Net of Tax | .03 | .08 | 0.10 | |||||||
| Adjusted Earnings Per Share Diluted | $ | 0.58 | $ | 1.46 | $ | 1.98 | ||||
5. SEGMENT REPORTING
Under SFAS No. 131, Disclosures About Segments of an Enterprise and Related Information, certain information is disclosed for the two reportable operating segments of the Company, First United Security Bank (FUSB), and Acceptance Loan Company, Inc. (ALC). The reportable segments were determined using the internal management reporting system. They are composed of the Companys significant subsidiaries. The accounting policies for each segment are the same as those used by the Company as described in Note 2 of the Companys annual consolidated financial statements, Summary of Significant Accounting Policies. The segment results include certain overhead allocations and intercompany transactions that were recorded at current market prices. All intercompany transactions have been eliminated to determine the consolidated balances. The results for the two reportable segments of the Company are included in the following table:
| FUSB | ALC | All Other |
Eliminations | Consolidated | ||||||||||||
| For the three months ended Sept. 30, 2002: | ||||||||||||||||
| Net Interest Income | $ | 5,474 | $ | 2,534 | $ | 50 | $ | 0 | $ | 8,058 | ||||||
| Provision for Loan Losses | 275 | 685 | 0 | 0 | 960 | |||||||||||
| Total Noninterest Income | 1,008 | 108 | 2,895 | (2,760 | ) | 1,251 | ||||||||||
| Total Noninterest Expense | 3,043 | 1,553 | 242 | (109 | ) | 4,729 | ||||||||||
| Income (Loss) Before Income Taxes | 3,164 | 404 | 2,703 | (2,651 | ) | 3,620 | ||||||||||
| Provision (Benefit) for Income Taxes | 866 | 113 | 5 | 0 | 984 | |||||||||||
| Net Income (Loss) | $ | 2,298 | $ | 291 | $ | 2,698 | $ | (2,651 | ) | $ | 2,636 | |||||
| FUSB | ALC | All Other |
Eliminations | Consolidated | ||||||||||||
| For the nine months ended Sept. 30, 2002: | ||||||||||||||||
| Net Interest Income | $ | 15,865 | $ | 7,441 | $ | 152 | $ | 0 | $ | 23,458 | ||||||
| Provision for Loan Losses | 1,129 | 1,838 | 0 | 0 | 2,967 | |||||||||||
| Total Noninterest Income | 3,068 | 293 | 7,660 | (7,451 | ) | 3,570 | ||||||||||
| Total Noninterest Expense | 9,234 | 4,874 | 668 | (295 | ) | 14,481 | ||||||||||
| Income (Loss) Before Income Taxes | 8,570 | 1,022 | ||||||||||||||