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, 2004
Commission File Number: 0-14549
United Security Bancshares, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 63-0843362 | |
| (State or other jurisdiction of incorporation or organization) |
(IRS Employer Identification No.) |
| 131 West Front Street Post Office Box 249 Thomasville, AL |
36784 | |
| (Address of principal executive offices) | (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 ¨
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes x No ¨
Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date.
| Class |
Outstanding at 11/08/04 | |
| Common Stock, $0.01 par value | 6,430,454 shares |
UNITED SECURITY BANCSHARES, INC. AND SUBSIDIARIES
| PAGE | ||||
| ITEM 1. |
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| 4 | ||||
| 5 | ||||
| 6 | ||||
| 7 | ||||
| ITEM 2. |
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
15 | ||
| ITEM 3. |
19 | |||
| ITEM 4. |
19 | |||
| PART II. OTHER INFORMATION | ||||
| ITEM 1. |
19 | |||
| ITEM 6. |
20 | |||
| 21 | ||||
FORWARD-LOOKING STATEMENTS
Statements contained in this Quarterly Report on Form 10-Q that are not historical facts are forward-looking statements (as defined in the Private Securities Litigation Reform Act of 1995). In addition, United Security Bancshares, Inc. (Bancshares), through its senior management, from time to time makes forward-looking statements (as defined in the Private Securities Litigation Reform Act of 1995) concerning its expected future operations and performance and other developments. Such forward-looking statements are necessarily estimates reflecting Bancshares best judgment based upon current information and involve a number of risks and uncertainties, and various factors could cause results to differ materially from those contemplated by such forward-looking statements. Such factors could include those identified from time to time in Bancshares Securities and Exchange Commission filings and other public announcements, including the factors described in Bancshares Annual Report on Form 10-K for the year ended December 31, 2003. With respect to the adequacy of the allowance for loan losses for Bancshares, these factors include, but are not limited to, the rate of growth in the economy and the relative strength and weakness in the consumer and commercial credit sectors and in the real estate markets. Forward-looking statements speak only as of the date they are made, and Bancshares undertakes no obligation to revise forward-looking statements to reflect circumstances or events that occur after the dates the forward-looking statements are made.
3
UNITED SECURITY BANCSHARES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(Dollars in Thousands)
| September 30, 2004 |
December 31, 2003 |
|||||||
| (Unaudited) | ||||||||
| ASSETS |
||||||||
| Cash and Due from Banks |
$ | 11,922 | $ | 12,596 | ||||
| Interest-Bearing Deposits in Banks |
136 | 48 | ||||||
| Securities Available for Sale |
135,151 | 139,104 | ||||||
| Loans, net of allowance for loan losses of $6,932 and $6,842, respectively |
396,002 | 379,736 | ||||||
| Premises and Equipment, net |
19,952 | 11,363 | ||||||
| Cash Surrender Value of Bank Owned Life Insurance |
8,724 | 6,840 | ||||||
| Accrued Interest Receivable |
4,513 | 4,972 | ||||||
| Investment in Limited Partnerships |
2,653 | 2,980 | ||||||
| Other Assets |
9,463 | 9,548 | ||||||
| Total Assets |
$ | 588,516 | $ | 567,187 | ||||
| LIABILITIES AND SHAREHOLDERS EQUITY |
||||||||
| Deposits |
$ | 388,219 | $ | 387,680 | ||||
| Short-Term Borrowings |
9,005 | 2,587 | ||||||
| Long-Term Debt |
99,666 | 95,755 | ||||||
| Other Liabilities |
11,877 | 7,836 | ||||||
| Total Liabilities |
$ | 508,767 | $ | 493,858 | ||||
| Shareholders Equity: |
||||||||
| Minority Interest |
165 | | ||||||
| Common stock, par value $0.01 per share; 10,000,000 shares authorized; 7,317,560 issued, respectively |
73 | 73 | ||||||
| Surplus |
9,233 | 9,233 | ||||||
| Accumulated other comprehensive income |
1,224 | 977 | ||||||
| Retained Earnings |
79,853 | 73,794 | ||||||
| Less Treasury Stock: 887,106, and 885,286 shares, at cost, respectively |
(10,799 | ) | (10,748 | ) | ||||
| Total Shareholders Equity |
79,749 | 73,329 | ||||||
| Total Liabilities and Shareholders Equity |
$ | 588,516 | $ | 567,187 | ||||
The accompanying notes are an integral part of these Consolidated Statements.
4
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, | |||||||||||||
| 2004 |
2003 |
2004 |
2003 | |||||||||||
| (Unaudited) | (Unaudited) | |||||||||||||
| INTEREST INCOME: |
||||||||||||||
| Interest and Fees on Loans |
$ | 11,005 | $ | 10,239 | $ | 32,206 | $ | 29,621 | ||||||
| Interest on Securities |
1,514 | 1,444 | 4,530 | 4,574 | ||||||||||
| Total Interest Income |
12,519 | 11,683 | 36,736 | 34,195 | ||||||||||
| INTEREST EXPENSE: |
||||||||||||||
| Interest on Deposits |
1,586 | 1,717 | 4,721 | 5,541 | ||||||||||
| Interest on Borrowings |
990 | 920 | 2,847 | 3,023 | ||||||||||
| Total Interest Expense |
2,576 | 2,637 | 7,568 | 8,564 | ||||||||||
| NET INTEREST INCOME |
9,943 | 9,046 | 29,168 | 25,631 | ||||||||||
| PROVISION FOR LOAN LOSSES |
1,200 | 665 | 2,650 | 2,662 | ||||||||||
| NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES |
8,743 | 8,381 | 26,518 | 22,969 | ||||||||||
| NONINTEREST INCOME: |
||||||||||||||
| Service and Other Charges on Deposit Accounts |
849 | 829 | 2,510 | 2,436 | ||||||||||
| Other Income |
649 | 618 | 1,765 | 1,634 | ||||||||||
| Securities Gains (Losses), net |
0 | (20 | ) | (72 | ) | 52 | ||||||||
| Total Noninterest Income |
1,498 | 1,427 | 4,203 | 4,122 | ||||||||||
| NONINTEREST EXPENSES: |
||||||||||||||
| Salaries and Employee Benefits |
3,349 | 3,222 | 9,745 | 9,485 | ||||||||||
| Occupancy Expense |
420 | 366 | 1,127 | 1,036 | ||||||||||
| Furniture and Equipment Expense |
350 | 345 | 1,021 | 1,010 | ||||||||||
| Other Expenses |
1,602 | 1,648 | 4,708 | 4,418 | ||||||||||
| Total Noninterest Expense |
5,721 | 5,581 | 16,601 | 15,949 | ||||||||||
| INCOME BEFORE INCOME TAXES |
4,520 | 4,227 | 14,120 | 11,142 | ||||||||||
| PROVISION FOR INCOME TAXES |
1,559 | 1,312 | 4,588 | 3,377 | ||||||||||
| NET INCOME |
$ | 2,961 | $ | 2,915 | $ | 9,532 | $ | 7,765 | ||||||
| BASIC NET INCOME PER SHARE |
$ | 0.46 | $ | 0.45 | $ | 1.48 | $ | 1.21 | ||||||
| DILUTED NET INCOME PER SHARE |
$ | 0.46 | $ | 0.45 | $ | 1.48 | $ | 1.21 | ||||||
| DIVIDENDS PER SHARE |
$ | 0.18 | $ | 0.17 | $ | 0.54 | $ | 0.47 | ||||||
The accompanying notes are an integral part of these Consolidated Statements.
5
UNITED SECURITY BANCSHARES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
| September 30, |
||||||||
| 2004 |
2003 |
|||||||
| (Unaudited) | ||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: |
||||||||
| Net Income |
$ | 9,532 | $ | 7,765 | ||||
| Adjustments: |
||||||||
| Depreciation |
670 | 706 | ||||||
| Amortization of Premiums and Discounts, net |
374 | 776 | ||||||
| Provision for Losses on Loans |
2,650 | 2,662 | ||||||
| Loss (Gain) on Sale of Securities, net |
72 | (52 | ) | |||||
| (Gain) on Sale of Fixed Assets, net |
112 | 0 | ||||||
| Changes in Assets and Liabilities: |
||||||||
| Decrease (Increase) in Other Assets |
614 | (2,201 | ) | |||||
| Increase in Other Liabilities |
1,071 | 1,643 | ||||||
| Total Adjustments |
5,563 | 3,534 | ||||||
| Net Cash Provided by Operating Activities |
15,095 | 11,299 | ||||||
| CASH FLOWS FROM INVESTING ACTIVITIES: |
||||||||
| Proceeds from Maturities/Call and Paydowns Of Securities Available for Sale |
24,616 | 60,155 | ||||||
| Proceeds from Sales of Securities |
9,558 | 24,424 | ||||||
| Purchase of Bank-Owned Life Insurance |
(1,500 | ) | (168 | ) | ||||
| Purchase of Property and Equipment, Net |
(588 | ) | (1,356 | ) | ||||
| Purchase of Securities Available for Sale |
(30,618 | ) | (97,149 | ) | ||||
| Redemption of Federal Funds Sold |
0 | 829 | ||||||
| Net Cash Acquired in Consolidation of Limited Partnership |
260 | 0 | ||||||
| Net Decrease in Loans |
(24,760 | ) | (18,682 | ) | ||||
| Net Cash Used in Investing Activities |
(23,032 | ) | (31,947 | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES: |
||||||||
| Increase in Customer Deposits, Net |
545 | 24,149 | ||||||
| Exercise of Stock Options |
0 | 111 | ||||||
| Dividends Paid |
(3,473 | ) | (3,216 | ) | ||||
| Purchase of Treasury Stock |
(50 | ) | 0 | |||||
| Increase (Decrease) in Borrowings, net |
10,329 | (4,292 | ) | |||||
| Net Cash Provided by Financing Activities |
7,351 | 16,752 | ||||||
| NET (DECREASE) IN CASH AND CASH EQUIVALENTS |
(586 | ) | (3,896 | ) | ||||
| CASH AND CASH EQUIVALENTS, beginning of period |
12,644 | 16,742 | ||||||
| CASH AND CASH EQUIVALENTS, end of period |
$ | 12,058 | $ | 12,846 | ||||
The accompanying notes are an integral part of these Consolidated Statements.
6
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, 2004, and 2003, 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, 2004. 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, 2003, 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, 2003, 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, 2004, and 2003. 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, 2004, and 2003, was 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, 2004, and 2003:
| For the Three Months Ended |
Net Income |
Shares |
Net Income Per Share | |||||
| September 30, 2004 (dollars in thousands): |
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