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UNITED SECURITY BANCSHARES - Quarter Report: 2004 September (Form 10-Q)

 

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 10-Q

 

ý

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2004.

 

 

 

o

 

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: 000-32987

 

UNITED SECURITY BANCSHARES

(Exact name of registrant as specified in its charter)

 

CALIFORNIA

 

91-2112732

(State or other jurisdiction of

 

(I.R.S. Employer

incorporation or organization)

 

Identification No.)

 

 

 

1525 East Shaw Ave., Fresno, California

 

93710

(Address of principal executive offices)

 

(Zip Code)

 

Registrants telephone number, including area code  (559) 248-4943

 

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 for the past 90 days. Yes ý  Noo

 

Aggregate market value of the Common Stock held by non-affiliates as of the last business day of the registrant’s most recently completed second fiscal quarter - June 30, 2004:  $88,898,832

 

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes ý  No o

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

Common Stock, no par value

(Title of Class)

 

Shares outstanding as of October 29, 2004:  5,681,472

 

 



 

TABLE OF CONTENTS

 

 

Facing Page

 

 

 

 

 

 

Table of Contents

 

 

 

 

 

 

PART I.   Financial Information

 

 

 

 

 

 

Item 1.

Financial Statements

 

 

 

 

 

 

 

Consolidated Balance Sheets

 

 

 

Consolidated Statements of Income and Comprehensive Income

 

 

 

Consolidated Statements of Changes in Shareholders’ Equity

 

 

 

Consolidated Statements of Cash Flows

 

 

 

Notes to Consolidated Financial Statements

 

 

 

 

 

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

 

 

 

 

 

 

Overview

 

 

 

Results of Operations

 

 

 

Financial Condition

 

 

 

Liquidity and Asset/Liability Management

 

 

 

Regulatory Matters

 

 

 

 

 

 

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

 

 

 

 

 

 

 

Interest Rate Sensitivity and Market Risk

 

 

 

 

 

 

Item 4.

Controls and Procedures

 

 

 

 

 

 

PART II.  Other Information

 

 

 

 

 

 

Item 1.

Legal Proceedings

 

 

Item 2.

Changes in Securities, Use of Proceeds, and Issuer Purchases of Equity Securities

 

 

Item 3.

Defaults Upon Senior Securities

 

 

Item 4.

Submission of Matters to a Vote of Security Holders

 

 

Item 5.

Other Information

 

 

Item 6.

Exhibits and Reports on Form 8-K

 

 

 

 

 

 

Signatures

 

 

 

 

 

 

Certifications

 

 

 

2



United Security Bancshares and Subsidiaries
Consolidated Balance Sheets

September 30, 2004 (unaudited) and December 31, 2003

 

 

 

September 30,

 

December 31,

 

(in thousands except shares)

 

2004

 

2003

 

Assets

 

 

 

 

 

Cash and due from banks

 

$

26,405

 

$

22,480

 

Federal funds sold and securities purchased
under agreements to resell

 

32,005

 

26,110

 

Cash and cash equivalents

 

58,410

 

48,590

 

Interest-bearing deposits in other banks

 

8,069

 

7,212

 

Investment securities available for sale

 

93,680

 

83,735

 

Loans and leases

 

387,182

 

345,662

 

Unearned fees

 

(1,040

)

(865

)

Allowance for credit losses

 

(7,142

)

(6,081

)

Net loans

 

379,000

 

338,716

 

Accrued interest receivable

 

2,341

 

2,110

 

Premises and equipment - net

 

7,149

 

4,567

 

Other real estate owned

 

2,207

 

2,718

 

Intangible assets

 

4,222

 

1,947

 

Cash surrender value of life insurance

 

12,455

 

2,621

 

Investment in limited partnership

 

4,394

 

4,689

 

Deferred income taxes

 

3,878

 

3,135

 

Other assets

 

7,466

 

6,548

 

Total assets

 

$

583,271

 

$

506,588

 

 

 

 

 

 

 

Liabilities & Shareholders’ Equity

 

 

 

 

 

Liabilities

 

 

 

 

 

Deposits

 

 

 

 

 

Noninterest bearing

 

$

124,404

 

$

94,597

 

Interest bearing

 

386,161

 

345,847

 

Total deposits

 

510,565

 

440,444

 

Other borrowings

 

135

 

345

 

Accrued interest payable

 

691

 

800

 

Accounts payable and other liabilities

 

4,293

 

4,963

 

Trust Preferred securities

 

0

 

15,000

 

Junior subordinated debentures

 

15,464

 

0

 

Total liabilities

 

531,148

 

461,552

 

Commitments and Contingent Liabilities

 

 

 

 

 

Shareholders’ Equity

 

 

 

 

 

Common stock, no par value 10,000,000 shares authorized, 5,681,472 and 5,512,538 issued and outstanding, in 2004 and 2003, respectively

 

22,323

 

18,227

 

Retained earnings

 

30,536

 

27,093

 

Unearned ESOP shares

 

(103

)

(313

)

Accumulated other comprehensive (loss) income

 

(633

)

29

 

Total shareholders’ equity

 

52,123

 

45,036

 

Total liabilities and shareholders’ equity

 

$

583,271

 

$

506,588

 

 

See notes to financial statements

 

3



 

United Security Bancshares and Subsidiaries
Consolidated Statements of Income and Comprehensive Income

Periods Ended September 30, 2004 and 2003 (unaudited)

 

 

 

Quarter Ended Sept 30,

 

Nine Months Ended Sept 30,

 

(In thousands except shares and EPS)

 

2004

 

2003

 

2004

 

2003

 

Interest Income:

 

 

 

 

 

 

 

 

 

Loans, including fees

 

$

7,057

 

$

6,023

 

$

19,247

 

$

17,310

 

Investment securities — AFS — taxable

 

864

 

796

 

2,481

 

2,347

 

Investment securities — AFS — nontaxable

 

31

 

32

 

95

 

100

 

Federal funds sold and securities purchased
under agreements to resell

 

27

 

8

 

148

 

85

 

Interest on deposits in other banks

 

81

 

76

 

229

 

268

 

Total interest income

 

8,060

 

6,935

 

22,200

 

20,110

 

Interest Expense:

 

 

 

 

 

 

 

 

 

Interest on deposits

 

1,386

 

1,374

 

4,006

 

4,569

 

Interest on other borrowings

 

230

 

256

 

620

 

1,112

 

Total interest expense

 

1,616

 

1,630

 

4,626

 

5,681

 

Net Interest Income Before
Provision for Credit Losses

 

6,444

 

5,305

 

17,574

 

14,429

 

Provision for Credit Losses

 

249

 

371

 

889

 

872

 

Net Interest Income

 

6,195

 

4,934

 

16,685

 

13,557

 

Noninterest Income:

 

 

 

 

 

 

 

 

 

Customer service fees

 

1,201

 

964

 

3,316

 

2,830

 

Gain (loss) on sale of securities

 

(10

)

0

 

35

 

(24

)

(Loss) gain on sale of loans

 

0

 

(3

)

0

 

22

 

Gain on sale of other real estate owned

 

10

 

15

 

29

 

69

 

Gain on sale of CD’s

 

0

 

108

 

0

 

169

 

Shared appreciation income

 

0

 

1,032

 

0

 

1,438

 

Other

 

158

 

107

 

294

 

380

 

Total noninterest income

 

1,359

 

2,223

 

3,674

 

4,884

 

Noninterest Expense:

 

 

 

 

 

 

 

 

 

Salaries and employee benefits

 

1,753

 

1,295

 

4,914

 

3,863

 

Occupancy expense

 

645

 

494

 

1,586

 

1,267

 

Data processing

 

180

 

125

 

474

 

388

 

Professional fees

 

171

 

247

 

619

 

722

 

Director fees

 

50

 

46

 

141

 

138

 

Amortization of intangibles

 

132

 

88

 

337

 

265

 

Correspondent bank service charges

 

84

 

70

 

238

 

215

 

Write-down on OREO

 

0

 

403

 

35

 

403

 

Loss on California tax credit partnership

 

99

 

78

 

295

 

187

 

Other

 

625

 

631

 

1,837

 

1,575

 

Total noninterest expense

 

3,739

 

3,477

 

10,476

 

9,023

 

Income Before Taxes on Income

 

3,815

 

3,680

 

9,883

 

9,418

 

Provision for Taxes on Income

 

1,433

 

1,121

 

3,731

 

2,913

 

Net Income

 

$

2,382

 

$

2,559

 

$

6,152

 

$

6,505

 

Other comprehensive income, net of tax:

 

 

 

 

 

 

 

 

 

Unrealized gain (loss) on available for sale securities and interest rate swap — net of income tax expense (benefit) of $515, $(349), $(356) and $(493)

 

746

 

(594

)

(662

)

(809

)

Comprehensive Income

 

$

3,128

 

$

1,965

 

$

5,490

 

$

5,696

 

Net Income per common share

 

 

 

 

 

 

 

 

 

Basic

 

$

0.42

 

$

0.47

 

$

1.10

 

$

1.19

 

Diluted

 

$

0.42

 

$

0.47

 

$

1.09

 

$

1.18

 

Shares on which net income per common shares Were based

 

 

 

 

 

 

 

 

 

Basic

 

5,612,926

 

5,443,228

 

5,612,926

 

5,443,228

 

Diluted

 

5,651,695

 

5,497,868

 

5,651,695

 

5,497,868

 

 

See notes to financial statements

 

4



 

United Security Bancshares and Subsidiaries
Consolidated Statements of Changes in Shareholders’ Equity
Periods Ended September 30, 2004

 

 

 

Common
stock

 

Common
stock

 

 

 

 

 

Accumulated
Other

 

 

 

 

 

Number

 

 

 

Retained

 

Unearned

 

Comprehensive

 

 

 

(In thousands except shares)

 

of Shares

 

Amount

 

Earnings

 

ESOP Shares

 

Income (Loss)

 

Total

 

Balance January 1, 2003

 

5,406,666

 

$

17,552

 

$

22,576

 

$

(609

)

$

1,041

 

$

40,560

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Director/Employee stock options exercised

 

123,800

 

1,293

 

 

 

 

 

 

 

1,293

 

Tax benefit of stock options exercised

 

 

 

63

 

 

 

 

 

 

 

63

 

Net changes in unrealized loss on available for sale securities
(net of income tax benefit of $343)

 

 

 

 

 

 

 

 

 

(514

)

(514

 

 

)

Net changes in unrealized loss on interest rate swaps
(net of income tax benefit of $150)

 

 

 

 

 

 

 

 

 

(295

)

(295

)

Dividends on common stock ($0.435 per share)

 

 

 

 

 

(2,388

)

 

 

 

 

(2,388

)

Repurchase and cancellation of common shares

 

(34,961

)

(691

)

 

 

 

 

 

 

(691

)

Release of unearned ESOP shares

 

13,255

 

 

 

 

 

235

 

 

 

235

 

Net Income

 

 

 

 

 

6,505

 

 

 

 

 

6,505

 

Balance September 30, 2003 (unaudited)

 

5,508,760

 

18,217

 

26,693

 

(374

)

232

 

44,768

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net changes in unrealized loss on available for sale securities
(net of income tax benefit of $49)

 

 

 

 

 

 

 

 

 

(73

)

(73

)

Net changes in unrealized loss on interest rate swaps
(net of income tax benefit of $51)

 

 

 

 

 

 

 

 

 

(130

)

(130

)

Dividends on common stock ($0.145 per share)

 

 

 

 

 

(802

)

 

 

 

 

(802

)

Release of unearned ESOP shares

 

3,778

 

10

 

 

 

61

 

 

 

71

 

Net Income

 

 

 

 

 

1,202

 

 

 

 

 

1,202

 

Balance December 31, 2003

 

5,512,538

 

18,227

 

27,093

 

(313

)

29

 

45,036

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Director/Employee stock options exercised

 

4,000

 

69

 

 

 

 

 

 

 

69

 

Tax benefit of stock options exercised

 

 

 

9

 

 

 

 

 

 

 

9

 

Net changes in unrealized loss on available for sale securities
(net of income tax benefit of $340)

 

 

 

 

 

 

 

 

 

(510

)

(510

)

Net changes in unrealized loss on interest rate swaps
(net of income tax benefit of $16)

 

 

 

 

 

 

 

 

 

(152

)

(152

)

Dividends on common stock ($0.32 per share)

 

 

 

 

 

(2,709

)

 

 

 

 

(2,709

)

Issuance of shares for business combination

 

241,447

 

6,033

 

 

 

 

 

 

 

6,033

 

Repurchase and cancellation of common shares

 

(87,638

)

(2,015

)

 

 

 

 

 

 

(2,015

)

Release of unearned ESOP shares

 

11,125

 

 

 

 

 

210

 

 

 

210

 

Net Income

 

 

 

 

 

6,152

 

 

 

 

 

6,152

 

Balance September 30, 2004 (unaudited)

 

5,681,472

 

$

22,323

 

$

30,536

 

$

(103

)

$

(633

)

$

52,123

 

 

See notes to financial statements

 

5



 

United Security Bancshares and Subsidiaries
Consolidated Statements of Cash Flows
Nine Months Ended September 30, 2004 and 2003 (unaudited)

 

(In thousands)

 

2004

 

2003

 

Cash Flows From Operating Activities:

 

 

 

 

 

Net income

 

$

6,152

 

$

6,505

 

Adjustments to reconcile net earnings to cash provided by operating activities:

 

 

 

 

 

Provision for credit losses

 

889

 

872

 

Depreciation and amortization

 

983

 

742

 

Amortization of investment securities

 

38

 

236

 

(Increase) decrease in accrued interest receivable

 

(3

)

60

 

Decrease in accrued interest payable

 

(117

)

(621

)

Increase in unearned fees

 

268

 

181

 

(Decrease) increase in income taxes payable

 

(1,690

)

412

 

Decrease in accounts payable and accrued liabilities

 

(149

)

(46

)

(Gain) loss on sale of securities

 

(35

)

24

 

Write-down of other real estate owned

 

0

 

403

 

Gain on sale of other real estate owned

 

(29

)

(69

)

Gain on sale of loans

 

0

 

(22

)

Gain on sale of interest-bearing deposits with other banks

 

0

 

(169

)

Gain on sale of fixed assets

 

(5

)

(1

)

Increase in surrender value of life insurance

 

(136

)

(78

)

Loss on limited partnership interest

 

295

 

187

 

Net decrease in other assets

 

297

 

296

 

Net cash provided by operating activities

 

6,758

 

8,912

 

Cash Flows From Investing Activities:

 

 

 

 

 

Net decrease in interest-bearing deposits with banks

 

335

 

1,795

 

Purchases of available-for-sale securities

 

(34,719

)

(51,879

)

Net redemption (purchase) of FHLB/FRB and other bank stock

 

(921

)

1,026

 

Maturities and calls of available-for-sale securities

 

22,129

 

33,200

 

Proceeds from sales of available-for-sale securities

 

11,018

 

33,000

 

Premiums paid on life insurance

 

(9,000

)

0

 

Net increase in loans

 

(17,216

)

(10,079

)

Cash and cash equivalents received in bank acquisitions

 

15,383

 

0

 

Investment in limited partnership

 

0

 

(2,382

)

Cash proceeds from sales of loans

 

0

 

5,529

 

Cash proceeds from sales of leased assets

 

62

 

545

 

Proceeds from sales of other real estate owned

 

505

 

391

 

Capital expenditures for premises and equipment

 

(1,646

)

(358

)

Cash proceeds from sales of premises and equipment

 

16

 

1

 

Net cash (used in) provided by investing activities

 

(14,054

)

10,789

 

Cash Flows From Financing Activities:

 

 

 

 

 

Net increase in demand deposit and savings accounts

 

23,717

 

14,100

 

Net decrease in certificates of deposit

 

(1,845

)

(4,407

)

Net decrease in repurchase agreements

 

0

 

(25,400

)

Director/Employee stock options exercised

 

69

 

1,293

 

Repurchase and retirement of common stock

 

(2,015

)

(691

)

Repayment of ESOP borrowings

 

(210

)

(235

)

Payment of dividends on common stock

 

(2,600

)

(2,296

)

Net cash provided by (used in) financing activities

 

17,116

 

(17,636

)

Net increase in cash and cash equivalents

 

9,820

 

2,065

 

Cash and cash equivalents at beginning of period

 

48,590

 

31,485

 

Cash and cash equivalents at end of period

 

$

58,410

 

$

33,550

 

 

See notes to financial statements

 

6



United Security Bancshares and Subsidiaries - Notes to Consolidated Financial Statements - (Unaudited)

 

1. Organization and Summary of Significant Accounting and Reporting Policies

 

The consolidated financial statements include the accounts of United Security Bancshares, Inc., and its wholly owned subsidiaries, United Security Bank and REIT subsidiary USB Investment Trust, Inc. (the “Bank”), as well as United Security Bancshares Capital Trust I (the “Trust”), (collectively the “Company”). Pursuant to FASB issued Interpretation No. 46, United Security Bancshares Capital Trust I was deconsolidated effective March 31, 2004. Intercompany accounts and transactions have been eliminated in consolidation. In the following notes, references to the Bank are references to United Security Bank. References to the Company are references to United Security Bancshares, Inc. (including the Bank).

 

These unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information on a basis consistent with the accounting policies reflected in the audited financial statements of the Company included in its Annual Report on Form 10-K for the year ended December 31, 2003. These interim financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of a normal recurring nature) considered necessary for a fair presentation have been included. Operating results for the interim periods presented are not necessarily indicative of the results that may be expected for any other interim period or for the year as a whole.

 

2. Business Combination

 

Effective April 23, 2004, the Company acquired all of the outstanding common stock of Taft National Bank  (“Taft”) headquartered in Taft, California, in an acquisition accounted for under the purchase method of accounting. The results of operations for the acquisition are included in the consolidated financial statements since that date. Taft’s two branches in Taft and Bakersfield will operate as branches of United Security Bank. The acquisition of Taft was the result of the Company’s ongoing effort to expand operations in high growth regions of Central California.

 

The recorded purchase price of Taft’s net assets was approximately $6.3 million, which included the issuance of 241,447 shares of the Company’s Common Stock valued at just over approximately $6.0 million, and direct merger-related costs of approximately $211,000. For purposes of recording the purchase, the value of the 241,447 common shares issued was determined based on the $25.00 closing market price for the Company’s common stock on April 20, 2004. Fractional shares were paid in cash totaling approximately $3,000. The transaction resulted in the recognition of core deposit intangibles of approximately $1.9 million and goodwill of approximately $750,000.

 

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed by the Company at the date of acquisition:

 

Assets:

 

 

 

Cash

 

$

5,383

 

Federal funds sold

 

10,000

 

Interest-bearing deposits in other banks

 

1,192

 

Securities available for sale

 

9,227

 

Loans, net of allowance for loan loss

 

23,250

 

Premises and equipment

 

1,588

 

Core deposit intangibles

 

1,861

 

Goodwill

 

750

 

Accrued interest and other assets

 

1,703

 

Total Assets

 

54,954

 

Liabilities:

 

 

 

Deposits:

 

 

 

Noninterest-bearing

 

$

20,992

 

Interest-bearing

 

27,257

 

Total deposits

 

48,249

 

Accrued interest payable and other liabilities

 

454

 

Total Liabilities

 

48,703

 

Net Assets

 

$

6,251

 

 

7



 

The business combination with Taft National Bank resulted in goodwill of $750,000 and core deposit intangibles of $1.9 million. Pursuant to SFAS No. 142, Goodwill and Other Intangible Assets, goodwill will no longer be amortized. Instead, goodwill will be tested for impairment on an annual basis or more frequently if factors suggesting potential impairment exist, and any identified impairment will be charged to earnings during that period. Under SFAS No. 142, amortization of identifiable intangible assets, including core deposit intangibles, will continue over their determinable useful lives. The core deposit intangible asset arising from the Taft acquisition will be amortized over a period of approximately 10 years under the straight line method.

 

3. Securities Available for Sale

 

Following is a comparison of the amortized cost and approximate fair value of securities available for sale for the periods ended September 30, 2004 and December 31, 2003:

 

 

 

 

 

Gross

 

Gross

 

Fair Value

 

 

 

Amortized

 

Unrealized

 

Unrealized

 

(Carrying

 

(In thousands)

 

Cost

 

Gains

 

Losses

 

Amount)

 

September 30, 2004:

 

 

 

 

 

 

 

 

 

U.S. Treasury securities

 

$

399

 

$

0

 

$

(1

)

$

398

 

U.S. Government agencies

 

69,871

 

361

 

$

(539

)

$

69,693

 

U.S. Government agency Collateralized mortgage obligations

 

37

 

0

 

0

 

37

 

Obligations of state and political subdivisions

 

2,517

 

175

 

0

 

2,692

 

Other investment securities

 

20,951

 

85

 

(176

)

20,860

 

 

 

$

93,775

 

$

621

 

$

(716

)

$

93,680

 

December 31, 2003:

 

 

 

 

 

 

 

 

 

U.S. Government agencies

 

$

58,666

 

$

613

 

$

(354

)

$

58,925

 

U.S. Government agency collateralized mortgage obligations

 

54

 

0

 

0

 

54

 

Obligations of state and political subdivisions

 

2,613

 

201

 

0

 

2,814

 

Other investment securities

 

21,646

 

421

 

(125

)

21,942

 

 

 

$

82,979

 

$

1,235

 

$

(479

)

$

83,735

 

 

Included in other investment securities is a short-term government securities mutual fund totaling $7.8 million at September 30, 2004 and $7.9 million at December 31, 2003, a commercial asset-backed trust totaling $4.9 million at September 30, 2004 and $5.6 million at December 31, 2003, and Trust Preferred securities pools totaling $8.0 million at September 30, 2004 and $8.4 million at December 31, 2003. The short-term government securities mutual fund invests in debt securities issued or guaranteed by the U.S. Government, its agencies or instrumentalities, with a maximum duration equal to that of a 3-year U.S. Treasury Note.

 

There were realized losses on sales and calls of available-for-sale securities totaling $117,000 and realized gains on sales and calls of available-for-sale securities totaling $152,000 for the nine-month period ended September 30, 2004. There were realized losses on calls of available-for-sale securities totaling $24,000 during the nine months ended September 30, 2003.

 

Securities that have been temporarily impaired less than 12 months at September 30, 2004 are comprised of fourteen U.S. government agency securities, one other investment security and one U.S. treasury security with a total weighted average life of 6.8 years. As of September 30, 2004, there were four U.S. government agency securities and one other investment security with a total weighted average life of 0.44 years that have been temporarily impaired for twelve months or more. Temporary impairment of investment securities is the result of a general increase in market rates of interest.

 

8



 

The following summarizes temporarily impaired investment securities at September 30, 2004:

 

 

 

Less than 12 Months

 

12 Months or More

 

 

 

Total

 

(In thousands)

 

Fair Value

 

 

 

Fair Value

 

 

 

Fair Value

 

 

 

September 30, 2004:

 

(Carrying

 

Unrealized

 

(Carrying

 

Unrealized

 

(Carrying

 

Unrealized

 

Securities available for sale:

 

Amount)

 

Losses

 

Amount)

 

Losses

 

Amount)

 

Losses

 

U.S. Treasury securities

 

$

398

 

$

(1

)

$

0

 

$

0

 

$

398

 

$

(1

)

U.S. Government agencies

 

39,677

 

(387

)

10,146

 

(151

)

49,823

 

(538

)

U.S. Government agency collateralized mortgage Obligations

 

0

 

0

 

0

 

0

 

0

 

0

 

Obligations of state and political subdivisions

 

0

 

0

 

0

 

0

 

0

 

0

 

Other investment securities

 

4,981

 

(19

)

7,842

 

(158

)

12,823

 

(177

)

Total impaired securities

 

$

45,056

 

$

(407

)

$

17,988

 

$

(309

)

$

63,044

 

$

(716

)

 

As of September 30, 2004, management does not believe that the temporary impairment in the investment portfolio shown above is permanent or will be ultimately realized.

 

At September 30, 2004 and December 31, 2003, available-for-sale securities with an amortized cost of approximately $72.4 million and $61.3 million (fair value of $72.4 million and $61.7 million) were pledged as collateral for public funds, treasury tax and loan balances, and repurchase agreements.

 

4. Loans and Leases

 

Loans include the following:

 

 

 

September 30,

 

% of

 

December 31,

 

% of

 

(In thousands)

 

2004

 

Loans

 

2003

 

Loans

 

Commercial and industrial

 

$

127,233

 

32.9

%

$

116,991

 

33.8

%

Real estate — mortgage

 

87,903

 

22.7

%

96,381

 

28.0

%

Real estate — construction

 

115,545

 

29.8

%

97,930

 

28.3

%

Agricultural

 

30,482

 

7.9

%

15,162

 

4.4

%

Installment/other

 

13,337

 

3.4

%

6,617

 

1.9

%

Lease financing

 

12,682

 

3.3

%

12,581

 

3.6

%

Total Loans

 

$

387,182

 

100.0

%

$

345,662

 

100.0

%

 

Loans over 90 days past due and still accruing interest totaled $41,000 at September 30, 2004.  There were no loans over 90 days past due and still accruing interest at December 31, 2003. Nonaccrual loans totaled $15.5 million and $18.7 million at September 30, 2004 and December 31, 2003, respectively.

 

An analysis of changes in the allowance for credit losses is as follows:

 

 

 

Sept 30,

 

December 31,

 

Sept 30,

 

(In thousands)

 

2004

 

2003

 

2003

 

Balance, beginning of year

 

$

6,081

 

$

5,556

 

$

5,556

 

Provision charged to operations

 

889

 

1,713

 

872

 

Losses charged to allowance

 

(476

)

(1,274

)

(1,178

)

Recoveries on loans previously charged off

 

98

 

86

 

48

 

Reclassification of off-balance sheet reserve

 

(436

)

0

 

0

 

Reserve acquired in business combination

 

986

 

0

 

0

 

Balance at end-of-period

 

$

7,142

 

$

6,081

 

$

5,298

 

 

9



 

The allowance for credit losses represents management’s estimate of the risk inherent in the loan portfolio based on the current economic conditions, collateral values and economic prospects of the borrowers. The formula allowance for unfunded loan commitments totaling $436,000 at September 30, 2004 has been reclassified to other liabilities. Significant changes in these estimates might be required in the event of a downturn in the economy and/or the real estate markets in the San Joaquin Valley, and the greater Oakhurst and East Madera County areas.

 

The following table summarizes the Company’s investment in loans for which impairment has been recognized for the periods presented:

 

(in thousands)

 

Sept 30,
2004

 

December 31,
2003

 

Sept 30,
2003

 

Total impaired loans at period-end

 

$

14,510

 

$

18,685

 

$

18,886

 

Impaired loans which have specific allowance

 

10,894

 

7,307

 

7,604

 

Total specific allowance on impaired loans

 

3,108

 

2,344

 

692

 

Total impaired loans which as a result of write-downs or the fair value of the collateral, did not have a specific allowance

 

3,616

 

11,378

 

11,282

 

 

 

 

 

 

 

 

 

(in thousands)

 

QTD - 9/30/04

 

YTD - 12/31/03

 

QTD - 9/30/03

 

Average recoded investment in impaired loans during period

 

$

16,124

 

$

18,097

 

$

17,900

 

Income recognized on impaired loans during period

 

0

 

0

 

4

 

 

5. Supplemental Cash Flow Disclosures

 

 

 

Nine Months Ended Sept 30,

 

(In thousands)

 

2004

 

2003

 

Cash paid during the period for:

 

 

 

 

 

Interest

 

$

4,735

 

$

4,329

 

Income Taxes

 

5,412

 

1,547

 

Noncash investing activities:

 

 

 

 

 

Dividends declared not paid

 

$

910

 

$

795

 

Supplemental disclosures related to acquisitions:

 

 

 

 

 

Deposits

 

$

48,249

 

 

Other liabilities

 

454

 

 

Interest-bearing deposits in other banks

 

(1,192

)

 

Securities available for sale

 

(9,227

)

 

Loans, net of allowance for loan loss

 

(23,250

)

 

Premises and equipment

 

(1,588

)

 

Intangibles

 

(2,611

)

 

Accrued interest and other assets

 

(1,703

)

 

Stock issued

 

6,251

 

 

Net cash and equivalents acquired

 

$

15,383

 

 

 

6. Net Income Per Share

 

The following table provides a reconciliation of the numerator and the denominator of the basic EPS computation with the numerator and the denominator of the diluted EPS computation:

 

 

 

Nine Months Ended Sept 30,

 

(In thousands except earnings per share data)

 

2004

 

2003

 

Net income available to common shareholders

 

$

6,152

 

$

6,505

 

 

 

 

 

 

 

Weighted average shares issued

 

5,626

 

5,472

 

Less: unearned ESOP shares

 

(13

)

(29

)

Weighted average shares outstanding

 

5,613

 

5,443

 

Add: dilutive effect of stock options

 

39

 

55

 

Weighted average shares outstanding adjusted for potential dilution

 

5,652

 

5,498

 

Basic earnings per share

 

$

1.10

 

$

1.19

 

Diluted earnings per share

 

$

1.09

 

$

1.18

 

 

10



 

7. Derivative Financial Instruments and Hedging Activities

 

As part of its overall risk management, the Company pursues various asset and liability management strategies, which may include obtaining derivative financial instruments to mitigate the impact of interest fluctuations on the Company’s net interest margin. During the second quarter of 2003, the Company entered into an interest rate swap agreement for the purpose of minimizing interest rate fluctuations on its interest rate margin and equity.

 

Under the interest rate swap agreement, the Company receives a fixed rate and pays a variable rate based on the Prime Rate (“Prime”). The swap qualifies as a cash flow hedge under SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities”, as amended, and is designated as a hedge of the variability of cash flows the Company receives from certain variable-rate loans indexed to Prime. In accordance with SFAS No. 133, the swap agreement is measured at fair value and reported as an asset or liability on the consolidated balance sheet. The portion of the change in the fair value of the swap that is deemed effective in hedging the cash flows of the designated assets are recorded in accumulated other comprehensive income and reclassified into interest income when such cash flow occurs in the future. Any ineffectiveness resulting from the hedge is recorded as a gain or loss in the consolidated statement of income as part of noninterest income.

 

The amortizing hedge has a remaining notional value of $20.9 million and duration of approximately 3.0 years. As of September 30, 2004, the maximum length of time over which the Company is hedging its exposure to the variability of future cash flows is less than five years. As of September 30, 2004, the loss amounts in accumulated other comprehensive income associated with these cash flows totaled $576,000 (net of tax benefit of $216,000). During the nine months ended September 30, 2004, $128,000 was reclassified from other accumulated comprehensive income into earnings, and is reflected in other noninterest income.

 

8. Common Stock Repurchase Plan

On August 30, 2001, the Company announced that its Board of Directors approved a plan to repurchase, as conditions warrant, up to 280,000 shares of the Company’s common stock on the open market or in privately negotiated transactions. The duration of the program was open-ended and the timing of purchases was dependent on market conditions. A total of 215,423 shares had been repurchased under that plan as of December 31, 2003, at a total cost of $3.7 million, and an average per share price of $17.10.

On February 25, 2004, the Company announced another stock repurchase plan under which the Board of Directors approved a plan to repurchase, as conditions warrant, up to 276,500 shares of the Company’s common stock on the open market or in privately negotiated transactions. As with the first plan, the duration of the new program is open-ended and the timing of purchases will depend on market conditions. Concurrent with the approval of the new repurchase plan, the Board terminated the 2001 repurchase plan.

During the nine months ended September 30, 2004, 87,638 shares were repurchased at a total cost of $2.0 million, and an average per share price of $23.07.

 

9. Stock Based Compensation

 

At September 30, 2004, the Company has a stock-based employee compensation plan, which is described more fully in Note 10 of the Company’s Annual Report on Form 10K for the year ended December 31, 2003.  The Company accounts for stock-based awards to employees using the intrinsic value method in accordance with APB No. 25, “Accounting for Stock Issued to Employees”, and related interpretations. No stock-based employee compensation cost is reflected in net income, as all options granted under those plans had an exercise price equal to the market value of the underlying common stock on the date of grant.

 

11



 

The following table illustrates the effect on net income and earnings per share if the Company had applied the fair value recognition provisions of SFAS No. 148, “Accounting for Stock-Based Compensation — Transition and Disclosure an amendment of FASB Statement No. 123”.

 

 

 

Period Ended Sept 30,

 

(In thousands except earnings per share)

 

2004

 

2003

 

Net income, as reported

 

$

6,152

 

$

6,505

 

Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects

 

(30

)

(9

)

Pro forma net income

 

$

6,122

 

$

6,496

 

Earnings per share:

 

 

 

 

 

Basic — as reported

 

$

1.10

 

$

1.19

 

Basic — pro forma

 

$

1.09

 

$

1.18

 

Diluted — as reported

 

$

1.09

 

$

1.18

 

Diluted — pro forma

 

$

1.08

 

$

1.18

 

 

12



 

Item 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Overview

 

Certain matters discussed or incorporated by reference in this Quarterly Report of Form 10-Q are forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those projected in the forward-looking statements. Such risks and uncertainties include, but are not limited to, those described in Management’s Discussion and Analysis of Financial Condition and Results of Operations. Such risks and uncertainties include, but are not limited to, the following factors: i) competitive pressures in the banking industry and changes in the regulatory environment; ii) exposure to changes in the interest rate environment and the resulting impact on the Company’s interest rate sensitive assets and liabilities; iii) decline in the health of the economy nationally or regionally which could reduce the demand for loans or reduce the value of real estate collateral securing most of the Company’s loans; iv) credit quality deterioration that could cause an increase in the provision for loan losses; v) Asset/Liability matching risks and liquidity risks; volatility and devaluation in the securities markets; and vi) expected cost savings from recent acquisitions are not realized. Therefore, the information set forth therein should be carefully considered when evaluating the business prospects of the Company. For additional information concerning risks and uncertainties related to the Company and its operations, please refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2003.

 

On June 28, 2001, United Security Bancshares Capital Trust I (the “Trust”) was formed as a Delaware business trust for the sole purpose of issuing Trust Preferred securities. The Company has determined that the Trust is a variable interest entity (VIE) under the guidelines of FASB Interpretation No. 46 and, accordingly, the implementation of the Interpretation required the deconsolidation of the Trust. The Company adopted the Interpretation in the first quarter of 2004, and as a result, deconsolidated the USB Trust effective March 31, 2004.

 

Effective April 23, 2004, the Company announced the completion of a merger with Taft National Bank headquartered in Taft, California. Taft National Bank (“Taft”) was merged into United Security Bank and Taft’s two branches will operate as branches of United Security Bank. The total consideration paid to Taft shareholders was 241,447 shares of the Company’s Common Stock valued at just over $6 million. This transaction was accounted for using the purchase method of accounting, and resulted in the purchase price being allocated to the assets acquired and liabilities assumed from Taft based on the fair value of those assets and liabilities (see Note 2 to the Company’s Notes to Consolidated Financial Statements).

 

The Company currently has ten banking branches, which provide financial services in Fresno, Madera, and Kern counties.

 

Trends Affecting Results of Operations and Financial Position

 

The following table summarizes the quarterly and year-to-date averages of the components of interest-bearing assets as a percentage of total interest bearing assets, and the components of interest-bearing liabilities as a percentage of total interest-bearing liabilities:

 

 

 

YTD Average

 

YTD Average

 

 

 

9/30/04

 

12/31/03

 

Loans

 

76.02

%

75.39

%

Investment securities

 

18.46

%

19.88

%

Interest-bearing deposits in other banks

 

1.60

%

1.81

%

Federal funds sold

 

3.92

%

2.92

%

Total earning assets

 

100.00

%

100.00

%

 

 

 

 

 

 

NOW accounts

 

11.15

%

8.25

%

Money market accounts

 

22.91

%

20.08

%

Savings accounts

 

7.46

%

6.34

%

Time deposits

 

54.15

%

57.79

%

Other borrowings

 

0.29

%

3.53

%

Subordinated debentures

 

4.04

%

4.01

%

Total interest-bearing liabilities

 

100.00

%

100.00

%

 

13



 

The Company’s overall operations are impacted by a number of factors, including not only interest rates and margin spreads, which impact results of operations, but also the composition of the Company’s balance sheet. One of the primary strategic goals of the Company is to maintain a mix of assets that will generate a reasonable rate of return without undue risk, and to finance those assets with a low-cost and stable source of funds. Liquidity and capital resources must also be considered in the planning process to mitigate risk and allow for growth.

 

The Company continues to review its business plan to better position itself for strategic growth in the future, while reducing potential risk levels. This is in response to the relative size and complexity of the Company, as well as economic and other market factors that may affect future operations and anticipated growth.

 

The Company has maintained a conservative balance sheet during 2004, with reasonable internal loan growth and less dependence on borrowings. The Taft merger consummated in April of 2004 added nearly $55.0 million in total assets, $24.2 million in total loans, and $48.2 million in total deposits, yet did not significantly alter the percentage makeup of total interest-bearing assets and liabilities. On average, NOW, money market accounts, and savings accounts continue to comprise a greater percentage of total interest-bearing liabilities for the nine months ended September 30, 2004 as compared to the averages for the year ended December 31, 2003.

 

The Company continues to concentrate its resources on asset improvement and developing a business culture that will enable the Company to expand in its market area and remain competitive. While loans increased during the nine months ended September 30, 2004, nonperforming assets actually declined during that same period. The Company will continue to emphasize its core lending strengths of commercial and commercial real estate, construction lending, as well as small business financing. During the first nine months of 2004, commercial and industrial loans, as well as construction loans increased by more than $27.9 million, and loans in total increased $41.5 million from the balance reported at December 31, 2003. Agricultural loans increased by more than $15.3 million during the first nine months of 2004, as the Company has expanded agricultural lending relationships in Fresno County. Approximately $24.2 million of the total loan growth experienced during 2004 is attributable to the merger with Taft National Bank during April 2004.

 

Deposit growth totaled more than $70.1 million during the first nine months of 2004 and is largely attributable to deposits acquired through the Taft merger, which amounted to $45.2 million at June 30, 2004, and $51.5 million September 30, 2004.  The Company continues to benefit from the decline in the overall cost of interest-bearing liabilities, as well as an improved mix of those interest-bearing liabilities. The cost of total interest-bearing liabilities was 1.63% for the nine months ended September 30, 2004 as compared to 2.02% for the nine months ended September 30, 2003. Growth in time deposits has fluctuated over the past several years, as the Company has been able to control the level of these deposits to some degree with pricing strategies. The Company will continue to use pricing strategies to control the overall level of time deposits as part of its growth and liquidity planning process.

 

The Company will continue to evaluate its business plan as economic and market factors change in its market area. Growth and increased market share will be of primary importance during 2004. During April of 2004, the Company opened a new branch in Downtown Fresno, and, as previously mentioned, completed a merger with Taft National Bank in Kern County, California. Market rates of interest will also be an important factor in the Company’s ongoing strategic planning process, as interest rates are expected to continue to rise into the foreseeable future.

 

Results of Operations

 

For the nine months ended September 30, 2004, the Company reported net income of $6.2 million or $1.10 per share ($1.09 diluted) as compared to $6.5 million or $1.19 per share ($1.18 diluted) for the nine months ended September 30, 2003. The Company’s return on average assets was 1.52% for the nine-month-period ended September 30, 2004 as compared to 1.70% for the nine-month-period ended September 30, 2003. The Bank’s return on average equity was 16.79% for the nine months ended September 30, 2004 as compared to 20.44% for the same nine-month period of 2003.

 

Net Interest Income

 

Net interest income before provision for credit losses totaled $17.6 million for the nine months ended September 30, 2004, representing an increase of $3.1 million or 21.8% when compared to the $14.4 million reported for the same nine months of the previous year. The increase in net interest income between 2003 and 2004 is primarily the result of a significant decline in the Company’s cost of interest-bearing liabilities, combined with increased yields on interest-earning assets.

 

The Bank’s net interest margin, as shown in Table 1, increased to 4.81% at September 30, 2004 from 4.11% at September 30, 2003, an increase of 70 basis points (100 basis points = 1%) between the two periods. Average market

 

14



 

rates of interest remained relatively level between the nine-month periods ended September 30, 2003 and 2004. The prime rate averaged 4.14% for the nine months ended September 30, 2004 as compared to 4.16% for the comparative nine months of 2003. The runoff of higher cost liabilities between the two periods, resulted in the significant decline in the cost of interest-bearing liabilities. Increases in loan income, and resultant yields, is the result of higher average volumes as well as increased loan fees generated during the first nine months of 2004 as compared to the nine-month comparative period of 2003.

 

Table 1. — Distribution of Average Assets, Liabilities and Shareholders’ Equity:

Interest rates and Interest Differentials

Periods Ended September 30, 2004 and 2003

 

 

 

2004

 

2003

 

 

 

Average

 

 

 

Yield/

 

Average

 

 

 

Yield/

 

(dollars in thousands)

 

Balance

 

Interest

 

Rate

 

Balance

 

Interest

 

Rate

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-earning assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans (1)

 

$

370,508

 

$

19,247

 

6.94

%

$

354,807

 

$

17,310

 

6.52

%

Investment Securities — taxable

 

87,354

 

2,481

 

3.79

%

93,228

 

2,347

 

3.37

%

Investment Securities — nontaxable (2)

 

2,592

 

95

 

4.90

%

2,724

 

100

 

4.91

%

Interest on deposits in other banks

 

7,782

 

229

 

3.93

%

8,871

 

268

 

4.05

%

Federal funds sold and reverse repos

 

19,125

 

148

 

1.03

%

9,594

 

85

 

1.18

%

Total interest-earning assets

 

487,361

 

$

22,200

 

6.08

%

469,224

 

$

20,110

 

5.73

%

Allowance for possible loan losses

 

(6,779

)

 

 

 

 

(5,334

)

 

 

 

 

Noninterest-bearing assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and due from banks

 

22,599

 

 

 

 

 

17,914

 

 

 

 

 

Premises and equipment, net

 

6,289

 

 

 

 

 

3,483

 

 

 

 

 

Accrued interest receivable

 

2,120

 

 

 

 

 

2,241

 

 

 

 

 

Other real estate owned

 

2,635

 

 

 

 

 

4,898

 

 

 

 

 

Other assets

 

25,397

 

 

 

 

 

17,709

 

 

 

 

 

Total average assets

 

$

539,622

 

 

 

 

 

$

510,135

 

 

 

 

 

Liabilities and Shareholders’ Equity:

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-bearing liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

NOW accounts

 

$

42,232

 

$

122

 

0.39

%

$

30,280

 

$

113

 

0.50

%

Money market accounts

 

86,774

 

893

 

1.37

%

71,223

 

802

 

1.51

%

Savings accounts

 

28,270

 

98

 

0.46

%

23,330

 

95

 

0.54

%

Time deposits

 

205,004

 

2,893

 

1.89

%

218,052

 

3,559

 

2.18

%

Other borrowings

 

1,111

 

22

 

2.65

%

17,528

 

514

 

3.92

%

Junior subordinated debentures

 

15,310

 

598

 

5.22

%

15,000

 

598

 

5.33

%

Total interest-bearing liabilities

 

378,701

 

$

4,626

 

1.63

%

375,413

 

$

5,681

 

2.02

%

Noninterest-bearing liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Noninterest-bearing checking

 

107,377

 

 

 

 

 

89,172

 

 

 

 

 

Accrued interest payable

 

739

 

 

 

 

 

760

 

 

 

 

 

Other liabilities

 

3,850

 

 

 

 

 

2,250

 

 

 

 

 

Total Liabilities

 

490,667

 

 

 

 

 

467,595

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total shareholders’ equity

 

48,955

 

 

 

 

 

42,540

 

 

 

 

 

Total average liabilities and shareholders’ equity

 

$

539,622

 

 

 

 

 

$

510,135

 

 

 

 

 

Interest income as a percentage of average earning assets

 

 

 

 

 

6.08

%

 

 

 

 

5.73

%

Interest expense as a percentage of average earning assets

 

 

 

 

 

1.27

%

 

 

 

 

1.62

%

Net interest margin

 

 

 

 

 

4.81

%

 

 

 

 

4.11

%

 


(1) Loan amounts include nonaccrual loans, but the related interest income has been included only if collected for the period prior to the loan being placed on a nonaccrual basis. Loan interest income includes loan fees of approximately $2,295,000 and $1,303,000 for the nine months ended September 30, 2004 and 2003, respectively.

 

(2) Applicable nontaxable securities yields have not been calculated on a tax-equivalent basis because they are not material to the Company’s results of operations.

 

15



 

Both the Company’s net interest income and net interest margin are affected by changes in the amount and mix of interest-earning assets and interest-bearing liabilities, referred to as “volume change.” Both are also affected by changes in yields on interest-earning assets and rates paid on interest-bearing liabilities, referred to as “rate change”. The following table sets forth the changes in interest income and interest expense for each major category of interest-earning asset and interest-bearing liability, and the amount of change attributable to volume and rate changes for the periods indicated.

 

Table 2.  Rate and Volume Analysis

 

 

 

Increase (decrease) in the nine months ended

 

 

 

Sept 30, 2004 compared to Sept 30, 2003

 

(In thousands)

 

Total

 

Rate

 

Volume

 

Increase (decrease) in interest income:

 

 

 

 

 

 

 

Loans

 

$

1,937

 

$

1,144

 

$

793

 

Investment securities

 

129

 

288

 

(159

)

Interest-bearing deposits in other banks

 

(39

)

(8

)

(31

)

Federal funds sold and securities purchased under agreements to resell

 

63

 

(12

)

75

 

Total interest income

 

2,090

 

1,412

 

678

 

Increase (decrease) in interest expense:

 

 

 

 

 

 

 

Interest-bearing demand accounts

 

100

 

(127

)

227

 

Savings accounts

 

3

 

(15

)

18

 

Time deposits

 

(666

)

(463

)

(203

)

Other borrowings

 

(492

)

(127

)

(365

)

Subordinated debentures

 

0

 

(13

)

13

 

Total interest expense

 

(1,055

)

(745

)

(310

)

Increase in net interest income

 

$

3,145

 

$

2,157

 

$

988

 

 

For the nine months ended September 30, 2004, total interest income increased approximately $2.1 million or 10.4% as compared to the nine months ended September 30, 2003. Earning asset volumes increased in loans and federal funds sold.

 

For the nine months ended September 30, 2004, total interest expense decreased approximately $1.1 million or 18.6% as compared to the nine-month period ended September 30, 2003. Between those two periods, average interest-bearing liabilities increased by $3.3 million, but the average rate paid on those liabilities declined by 39 basis points.

 

Provisions for credit losses and the amount added to the allowance for credit losses is determined on the basis of management’s periodic credit review of the loan portfolio, consideration of past loan loss experience, current and future economic conditions, and other pertinent factors. Such factors consider the allowance for credit losses to be adequate when it covers estimated losses inherent in the loan portfolio. Based on the condition of the loan portfolio, management believes the allowance is sufficient to cover risk elements in the loan portfolio. For the nine months ending September 30, 2004, the provision to the allowance for credit losses amounted to $889,000 as compared to $872,000 for the nine months ended September 30, 2003. The amount provided to the allowance for credit losses during the first nine months, as well as the allowance acquired in the Taft merger, brought the allowance to 1.85% of net outstanding loan balances at September 30, 2004, as compared to 1.76% of net outstanding loan balances at December 31, 2003, and 1.49% at September 30, 2003.

 

 

16



 

Noninterest Income

 

Table 3. Changes in Noninterest Income

 

The following table sets forth the amount and percentage changes in the categories presented for the nine months ended September 30, 2004 as compared to the nine months ended September 30, 2003:

 

(In thousands)

 

2004

 

2003

 

Amount of
Change

 

Percent
Change

 

Customer service fees

 

$

3,316

 

$

2,830

 

$

486

 

17.17

%

Gain (loss) on sale of securities

 

35

 

(24

)

59

 

-242.97

%

Gain on sale of loans

 

0

 

22

 

(22

)

-100.00

%

Gain on sale of OREO

 

29

 

69

 

(40

)

-57.84

%

Gain on sale of CD’s

 

0

 

169

 

(169

)

-100.00

%

Shared appreciation income

 

0

 

1,438

 

(1,438

)

-100.00

%

Other

 

294

 

380

 

(86

)

-22.70

%

Total noninterest income

 

$

3,674

 

$

4,884

 

$

(1,210

)

-24.77

%

 

Noninterest income for the nine months ended September 30, 2003 decreased $1.2 million when compared to the same period last year primarily as the result of shared appreciation income on commercial real estate realized during 2003, which was not again realized during 2004. Shared appreciation income results from agreements between the Company and the borrower on certain construction loans where the Company agrees to receive interest on the loan at maturity rather than monthly and the borrower agrees to share in the profits of the project. The profit is determined by the appraised value of the completed project and subsequent refinancing or sale of the project. Due to the difficulty in calculating future values, shared appreciation income is recognized when received. Management does not consider the high level of shared appreciation income realized in 2003 to be a trend; to the contrary, shared anticipation income for 2004 and future periods is expected to be minimal.

 

Customer service fees increased $486,000 between the two nine-month periods presented, which is attributable, in part, to modest increases in overdraft fee income. Other income declined primarily as the result of declines of approximately $124,000 in dividends from the Company’s equity investment in a title company.

 

Noninterest Expense

 

The following table sets forth the amount and percentage changes in the categories presented for the nine months ended September 30, 2004 as compared to the nine months ended September 30, 2003:

 

Table 4. Changes in Noninterest Expense

 

(In thousands)

 

2004

 

2003

 

Amount of
Change

 

Percent
Change

 

Salaries and employee benefits

 

$

4,914

 

$

3,863

 

$

1,051

 

27.22

%

Occupancy expense

 

1,586

 

1,267

 

319

 

25.17

%

Data processing

 

474

 

388

 

86

 

22.12

%

Professional fees

 

619

 

722

 

(103

)

-14.18

%

Directors fees

 

141

 

138

 

3

 

1.74

%

Amortization of intangibles

 

337

 

265

 

72

 

26.80

%

Correspondent bank service charges

 

238

 

215

 

23

 

11.16

%

Write-down of OREO

 

35

 

403

 

(368

)

-91.36

%

Loss on California tax credit partnership

 

295

 

187

 

108

 

58.07

%

Other

 

1,837

 

1,575

 

262

 

16.55

%

Total expense

 

$

10,476

 

$

9,023

 

$

1,453

 

16.10

%

 

Increases in salaries and employee benefits were the result of additional staff to support the Company’s strategic long-term growth objectives, as well as normal wage and benefit increases combined with increased medical insurance costs incurred during the year. Decreases in professional fees were the result of significant declines in legal fees on workouts of impaired loans, which more than outweighed increases in audit and other consulting fees. Merger expenses incurred during 2004 were the result of the acquisition of Taft National Bank completed during the last part of April 2004. Increases in other noninterest expense were comprised of a number of items including increases in office supplies, telephone, courier and armored car service, FDIC deposit assessments, and California corporate tax credit partnership losses.

 

17



 

Income Taxes

Income tax expense for the nine months ended September 30, 2004 totaled $3.7 million, compared with $2.9 million for the same period in 2003. The effective tax rate (income tax expense as a percentage of pre-tax income) for the nine months ended September 30, 2004 was 37.8%, compared to 30.9% for the same period in 2003. The increase in the effective tax rates is principally attributable to the potential elimination of state tax benefits associated with USB Investment Trust, Inc., a real estate investment trust (“REIT”) subsidiary of the Bank. In December of 2003 the California Franchise Tax Board announced that it would not recognize certain state tax benefits claimed by REIT taxpayers using tax strategies similar to that being used by the Company. As a result, the Company reversed in the fourth quarter of 2003 all state tax benefits associated with the REIT, which had been recorded in the first three quarters of 2003. The Company believes that it is adequately reserved for tax benefits recognized during 2002 and expects to defend its use of the structure.

 

Financial Condition

 

Total assets increased to $583.3 million at September 30, 2004, from the balance of $506.6 million at December 31, 2003, and increased from the balance of $508.2 million at September 30, 2003. Total deposits of $510.6 million at September 30, 2004 increased $70.1 million or 15.9% from the balance reported at December 31, 2003, and increased $76.9 million or 17.7% from the balance of $433.7 million reported at September 30, 2003. Between December 31, 2003 and September 30, 2004, loan growth totaled $41.5 million while securities and other short-term investments increased $15.8 million.

 

Earning assets averaged approximately $487.4 million during the nine months ended September 30, 2004, as compared to $469.2 million for the same nine-month period of 2003. Average interest-bearing liabilities increased to $378.7 million for the nine months ended September 30, 2004, as compared to $375.4 million for the comparative nine-month period of 2003.

 

Loans

 

The Company’s primary business is that of acquiring deposits and making loans, with the loan portfolio representing the largest and most important component of its earning assets. Loans totaled $387.2 million at September 30, 2004, an increase of $41.5 million or 12.0% when compared to the balance of $345.7 million at December 31, 2003, and an increase of $31.9 million or 9.0% when compared to the balance of $355.3 million reported at September 30, 2003.  Loans on average increased 4.4% between the nine-month periods ended September 30, 2003 and September 30, 2003, with loans averaging $370.5 million for the nine months ended September 30, 2004, as compared to $354.8 million for the same nine-month period of 2003.

 

During the first nine months of 2004, increases were experienced in all categories except real estate mortgage loans, with the largest increases in real estate construction loans and agricultural loans, as well as commercial and industrial loans. The following table sets forth the amounts of loans outstanding by category at September 30, 2004 and December 31, 2003, the category percentages as of those dates, and the net change between the two periods presented.

 

Table 5. Loans

 

 

 

Sept 30, 2004

 

December 31, 2003

 

 

 

 

 

 

 

Dollar

 

% of

 

Dollar

 

% of

 

Net

 

%

 

(In thousands)

 

Amount

 

Loans

 

Amount

 

Loans

 

Change

 

Change

 

Commercial and industrial

 

$

127,233

 

32.9

%

$

116,991

 

33.8

%

$

10,242

 

8.75

%

Real estate — mortgage

 

87,903

 

22.7

%

96,381

 

28.0

%

(8,478

)

-8.80

%

Real estate — construction

 

115,545

 

29.8

%

97,930

 

28.3

%

17,615

 

17.99

%

Agricultural

 

30,482

 

7.9

%

15,162

 

4.4

%

15,320

 

101.04

%

Installment/other

 

13,337

 

3.4

%

6,617

 

1.9

%

6,720

 

101.56

%

Lease financing

 

12,682

 

3.3

%

12,581

 

3.6

%

101

 

0.80

%

Total Loans

 

$

387,182

 

100.0

%

$

345,662

 

100.0

%

$

41,520

 

12.01

%

 

18



 

The overall average yield on the loan portfolio was 6.94% for the nine months ended September 30, 2004 as compared to 6.52% for the nine months ended September 30, 2003, and increased between the two periods primarily as the result of an increase in loan fee income. At September 30, 2004, 65.7% of the Company’s loan portfolio consisted of floating rate instruments, as compared to 66.5% of the portfolio at December 31, 2003, with the majority of those tied to the prime rate.

 

Deposits

 

Total deposits increased during the period to a balance of $510.6 million at September 30, 2004 representing an increase of $70.1 million or 15.9% from the balance of $440.4 million reported at December 31, 2003, and an increase of $76.9 million or 17.7% from the balance reported at September 30, 2003. During the first nine months of 2004, increases were experienced in all deposit categories except time deposits less than $100,000. Approximately $45.2 million of the deposit growth experienced during 2004 is attributable to the two branches acquired in Kern County as a result of the Taft merger.

 

The following table sets forth the amounts of deposits outstanding by category at September 30, 2004 and December 31, 2003, and the net change between the two periods presented.

 

Table 6. Deposits

 

 

 

Sept 30,

 

December 31,

 

Net

 

Percentage

 

(In thousands)

 

2004

 

2003

 

Change

 

Change

 

Noninterest bearing deposits

 

$

124,404

 

$

94,597

 

$

29,807

 

31.51

%

Interest bearing deposits:

 

 

 

 

 

 

 

 

 

NOW and money market accounts

 

149,283

 

120,375

 

28,908

 

24.02

%

Savings accounts

 

31,982

 

23,691

 

8,291

 

34.99

%

Time deposits:

 

 

 

 

 

 

 

 

 

Under $100,000

 

68,264

 

75,640

 

(7,376

)

-9.75

%

$100,000 and over

 

136,632

 

126,141

 

10,491

 

8.32

%

Total interest bearing deposits

 

386,161

 

345,847

 

40,314

 

11.66

%

Total deposits

 

$

510,565

 

$

440,444

 

$

70,121

 

15.92

%

 

The Company’s deposit base consists of two major components represented by noninterest-bearing  (demand) deposits and interest-bearing deposits. Interest-bearing deposits consist of time certificates, NOW and money market accounts and savings deposits. Total interest-bearing deposits increased $40.3 million or 11.7% between December 31, 2003 and September 30, 2004, and noninterest-bearing deposits increased $29.8 million or 31.5% between the same two periods presented. Core deposits, consisting of all deposits other than time deposits of $100,000 or more, and brokered deposits, continue to provide the foundation for the Company’s principal sources of funding and liquidity. These core deposits amounted to 72.7% and 70.1% of the total deposit portfolio at September 30, 2004 and December 31, 2003, respectively.

 

On a year-to-date average (refer to Table 1), the Company experienced an increase of $37.6 million or 8.7% in total deposits between the nine-month periods ended September 30, 2003 and September 30, 2004. Between these two periods, average interest-bearing deposits increased $19.4 million or 5.7%, while total noninterest-bearing checking increased $18.2 million or 20.4% on a year-to-date average basis.

 

Short-Term Borrowings

 

The Company had collateralized and uncollateralized lines of credit aggregating $174.0 million, as well as FHLB lines of credit totaling $24.4 million at September 30, 2004. These lines of credit generally have interest rates tied to the Federal Funds rate or are indexed to short-term U.S. Treasury rates or LIBOR. All lines of credit are on an “as available” basis and can be revoked by the grantor at any time. At September 30, 2004, the Company had no advances on the available lines of credit. The Company had collateralized and uncollateralized lines of credit aggregating $130.6 million, as well as FHLB lines of credit totaling $31.8 million at December 31, 2003.

 

Asset Quality and Allowance for Credit Losses

 

Lending money is the Company’s principal business activity, and ensuring appropriate evaluation, diversification, and control of credit risks is a primary management responsibility. Implicit in lending activities is the fact that losses will be

 

19



 

experienced and that the amount of such losses will vary from time to time, depending on the risk characteristics of the loan portfolio as affected by local economic conditions and the financial experience of borrowers.

 

The allowance for credit losses is maintained at a level deemed appropriate by management to provide for known and inherent risks in existing loans and commitments to extend credit. The adequacy of the allowance for credit losses is based upon management’s continuing assessment of various factors affecting the collectibility of loans and commitments to extend credit; including current economic conditions, past credit experience, collateral, and concentrations of credit. There is no precise method of predicting specific losses or amounts which may ultimately be charged off on particular segments of the loan portfolio. The conclusion that a loan may become uncollectible, either in part or in whole, is judgmental and subject to economic, environmental, and other conditions which cannot be predicted with certainty. When determining the adequacy of the allowance for credit losses, the Company follows, in accordance with GAAP, the guidelines set forth in the Interagency Policy Statement on the Allowance for Loan and Lease Losses (“Statement”) issued jointly by banking regulators during July 2001. The Statement outlines characteristics that should be used in segmentation of the loan portfolio for purposes of the analysis including risk classification, past due status, type of loan, industry or collateral. It also outlines factors to consider when adjusting the loss factors for various segments of the loan portfolio. Securities and Exchange Commission Staff Accounting Bulletin No. 102 was also released at this time which represents the SEC staff’s view relating to methodologies and supporting documentation for the Allowance for Loan and Lease Losses that should be observed by all public companies in complying with the federal securities laws and the Commission’s interpretations.  It is also generally consistent with the guidance published by the banking regulators. The Company segments the loan and lease portfolio into eleven (11) segments, primarily by loan class and type, that have homogeneity and commonality of purpose and terms for analysis under SFAS No. 5. Those loans, which are determined to be impaired under SFAS No. 114, are not subject to the general reserve analysis under SFAS No. 5, and evaluated individually for specific impairment.

 

The Company’s methodology for assessing the adequacy of the allowance for credit losses consists of several key elements, which include:

 

      the formula allowance,

                  specific allowances for problem graded loans (“classified loans”)

                  and the unallocated allowance

 

In addition, the allowance analysis also incorporates the results of measuring impaired loans as provided in:

 

                  Statement of Financial Accounting Standards (“SFAS”) No. 114, “Accounting by Creditors for Impairment of a Loan”  and

                  SFAS 118, “Accounting by Creditors for Impairment of a Loan - Income Recognition and Disclosures.”

 

The formula allowance is calculated by applying loss factors to outstanding loans and certain unfunded loan commitments. Loss factors are based on the Company’s historical loss experience and on the internal risk grade of those loans and, may be adjusted for significant factors that, in management’s judgment, affect the collectibility of the portfolio as of the evaluation date. Management determines the loss factors for problem graded loans (substandard, doubtful, and loss), special mention loans, and pass graded loans, based on a loss migration model. The migration analysis incorporates loan losses over the past twelve quarters (three years) and loss factors are adjusted to recognize and quantify the loss exposure from changes in market conditions and trends in the Company’s loan portfolio. For purposes of this analysis, loans are grouped by internal risk classifications, which are “pass”, “special mention”, “substandard”, “doubtful”, and “loss”. Certain loans are homogenous in nature and are therefore pooled by risk grade. These homogenous loans include consumer installment and home equity loans. Special mention loans are currently performing but are potentially weak, as the borrower has begun to exhibit deteriorating trends, which if not corrected, could jeopardize repayment of the loan and result in further downgrade. Substandard loans have well-defined weaknesses which, if not corrected, could jeopardize the full satisfaction of the debt. A loan classified as “doubtful” has critical weaknesses that make full collection of the obligation improbable. Classified loans, as defined by the Company, include loans categorized as substandard, doubtful, and loss.

 

Specific allowances are established based on management’s periodic evaluation of  loss exposure inherent in classified loans, impaired loans, and other loans in which management believes there is a probability that a loss has been incurred in excess of the amount  determined by the application of the formula allowance.

 

The unallocated portion of the allowance is based upon management’s evaluation of various conditions that are not directly measured in the determination of the formula and specific allowances. The conditions may include, but are not

 

20



 

limited to, general economic and business conditions affecting the key lending areas of the Company, credit quality trends, collateral values, loan volumes and concentrations, and other business conditions.

 

The Company’s methodology includes features that are intended to reduce the difference between estimated and actual losses. The specific allowance portion of the analysis is designed to be self-correcting by taking into account the current loan loss experience based on that portion of the portfolio. By analyzing the probable estimated losses inherent in the loan portfolio on a quarterly basis, management is able to adjust specific and inherent loss estimates using the most recent information available. In performing the periodic migration analysis, management believes that historical loss factors used in the computation of the formula allowance need to be adjusted to reflect current changes in market conditions and trends in the Company’s loan portfolio. There are a number of other factors which are reviewed when determining adjustments in the historical loss factors. They include 1) trends in delinquent and nonaccrual loans, 2) trends in loan volume and terms, 3) effects of changes in lending policies, 4) concentrations of credit, 5) competition, 6) national and local economic trends and conditions, 7) experience of lending staff, 8) loan review and Board of Directors oversight, 9) high balance loan concentrations, and 10) other business conditions. During the first nine months of 2004, there were no changes in estimation methods or assumptions that affected the methodology for assessing the adequacy of the allowance for credit losses.

 

Management and the Company’s lending officers evaluate the loss exposure of classified and impaired loans on a weekly/monthly basis and through discussions and officer meetings as conditions change. The Company’s Loan Committee meets weekly and serves as a forum to discuss specific problem assets that pose significant concerns to the Company, and to keep the Board of Directors informed through committee minutes. All special mention and classified loans are reported quarterly on Criticized Asset Reports which are reviewed by senior management. With this information, the migration analysis and the impaired loan analysis are performed on a quarterly basis and adjustments are made to the allowance as deemed necessary.

 

Impaired loans are calculated under SFAS No. 114, and are measured based on the present value of the expected future cash flows discounted at the loan’s effective interest rate or the fair value of the collateral if the loan is collateral dependent. The amount of impaired loans is not directly comparable to the amount of nonperforming loans disclosed later in this section. The primary differences between impaired loans and nonperforming loans are: i) all loan categories are considered in determining nonperforming loans while impaired loan recognition is limited to commercial and industrial loans, commercial and residential real estate loans, construction loans, and agricultural loans, and ii) impaired loan recognition considers not only loans 90 days or more past due, restructured loans and nonaccrual loans but also may include problem loans other than delinquent loans.

 

The Company considers a loan to be impaired when, based upon current information and events, it believes it is probable the Company will be unable to collect all amounts due according to the contractual terms of the loan agreement.  Impaired loans include nonaccrual loans, restructured debt, and performing loans in which full payment of principal or interest is not expected. Management bases the measurement of these impaired loans on the fair value of the loan’s collateral or the expected cash flows on the loans discounted at the loan’s stated interest rates. Cash receipts on impaired loans not performing to contractual terms and that are on nonaccrual status are used to reduce principal balances. Impairment losses are included in the allowance for credit losses through a charge to the provision, if applicable.

 

At September 30, 2004 and 2003, the Company’s recorded investment in loans for which impairment has been recognized totaled $14.5 million and $18.9 million, respectively. Included in total impaired loans at September 30, 2004, are $10.9 million of impaired loans for which the related specific allowance is $3.1 million, as well as $3.6 million of impaired loans that as a result of write-downs or the fair value of the collateral, did not have a specific allowance. Total impaired loans at September 30, 2003 included $7.6 million of impaired loans for which the related specific allowance is $692,000, as well as $11.3 million of impaired loans that, as a result of write-downs or the fair value of the collateral, did not have a specific allowance. The average recorded investment in impaired loans was $16.1 million during the first nine months of 2004 and $17.9 million during the first nine months of 2003. In most cases, the Bank uses the cash basis method of income recognition for impaired loans. In the case of certain troubled debt restructuring, for which the loan is performing under the current contractual terms, income is recognized under the accrual method. For the nine months ended September 30, 2004 and year ended December 31, 2003, the Company recognized no income on such loans.  For the nine months ended September 30, 2003, the Company recognized $4,000 on such loans.

 

The Company focuses on competition and other economic conditions within its market area, which may ultimately affect the risk assessment of the portfolio. The Company continues to experience increased competition from major banks, local independents and non-bank institutions creating pressure on loan pricing. With interest rates still lows but

 

21



 

on the rise, the economic recovery has been slow in coming. Both business and consumer spending improved during the third quarter of 2003, with GDP of more than 8.0% being reported during the quarter. GDP during the fourth quarter of 2003 was 4.0% and is expected to range between 3.0% and 3.75% throughout 2004.  It is difficult to determine whether the Federal Reserve will continue to adjust interest rates in an effort to control the economy, however with the 75 basis point increase in interest rates during the third quarter of 2004, further increases may be anticipated during the fourth quarter of 2004 and beyond. It is likely that the business environment in California will continue to be influenced by these domestic as well as global events. The local market has improved economically during the current year while the rest of the state and the nation has experienced slowed economic growth. The local area market has not been as volatile as those of San Francisco and other areas, which should bode well for sustained growth in the Company’s market areas of Fresno and Madera Counties. Local unemployment rates remain high primarily as a result of the areas’ agricultural dynamics, however unemployment rates are expected to improve nationally during remainder of 2004. It is difficult to predict what impact this will have on the local economy. The Company believes that the Central San Joaquin Valley will continue to grow and diversify as property and housing costs remain reasonable relative to other areas of the state, although this growth may begin to slow as the Federal Reserve raises interest rates to control what it perceives as an accelerating economy. Management recognizes increased risk of loss due to the Company’s exposure from local and worldwide economic conditions, as well as potentially volatile real estate markets, and takes these factors into consideration when analyzing the adequacy of the allowance for credit losses.

 

The following table provides a summary of the Company’s allowance for possible credit losses, provisions made to that allowance, and charge-off and recovery activity affecting the allowance for the periods indicated.

 

Table 7. Allowance for Credit Losses - Summary of Activity (unaudited)

 

 

 

Sept 30,

 

Sept 30,

 

(In thousands)

 

2004

 

2003

 

Total loans outstanding at end of period before

 

 

 

 

 

Deducting allowances for credit losses

 

$

386,142

 

$

354,668

 

Average net loans outstanding during period

 

370,508

 

354,807

 

 

 

 

 

 

 

Balance of allowance at beginning of period

 

6,081

 

5,556

 

Loans charged off:

 

 

 

 

 

Real estate

 

0

 

0

 

Commercial and industrial

 

(10

)

(1,080

)

Lease financing

 

(412

)

(74

)

Installment and other

 

(54

)

(24

)

Total loans charged off

 

(476

)

(1,178

)

Recoveries of loans previously charged off:

 

 

 

 

 

Real estate

 

0

 

0

 

Commercial and industrial

 

59

 

23

 

Lease financing

 

25

 

25

 

Installment and other

 

14

 

0

 

Total loan recoveries

 

98

 

48

 

Net loans charged off

 

(378

)

(1,130

)

 

 

 

 

 

 

Provision charged to operating expense

 

889

 

872

 

Reclassification of off-balance sheet reserve

 

(436

)

0

 

Reserve acquired in business combination

 

986

 

0

 

Balance of allowance for credit losses at end of period

 

$

7,142

 

$

5,298

 

 

 

 

 

 

 

Net loan charge-offs to total average loans (annualized)

 

0.14

%

0.43

%

Net loan charge-offs to loans at end of period (annualized)

 

0.13

%

0.43

%

Allowance for credit losses to total loans at end of period

 

1.85

%

1.49

%

Net loan charge-offs to allowance for credit losses (annualized)

 

7.07

%

28.52

%

Net loan charge-offs to provision for credit losses (annualized)

 

42.52

%

129.59

%

 

At September 30, 2004, $436,000 in formula allowance is allocated to unfunded loan commitments and is therefore carried separately in other liabilities. Management believes that the 1.85% credit loss allowance at September 30, 2004 is adequate to absorb known and inherent risks in the loan portfolio. No assurance can be given, however, that the

 

22



 

economic conditions which may adversely affect the Company’s service areas or other circumstances will not be reflected in increased losses in the loan portfolio.

 

It is the Company’s policy to discontinue the accrual of interest income on loans for which reasonable doubt exists with respect to the timely collectibility of interest or principal due to the ability of the borrower to comply with the terms of the loan agreement. Such loans are placed on nonaccrual status whenever the payment of principal or interest is 90 days past due or earlier when the conditions warrant, and interest collected is thereafter credited to principal to the extent necessary to eliminate doubt as to the collectibility of the net carrying amount of the loan. Management may grant exceptions to this policy if the loans are well secured and in the process of collection.

 

Table 8. Nonperforming Assets

 

 

 

Sept 30,

 

December 31,

 

(In thousands)

 

2004

 

2003

 

Nonaccrual Loans

 

$

15,508

 

$

18,656

 

Restructured Loans

 

2

 

9

 

Total nonperforming loans

 

15,510

 

18,665

 

Other real estate owned

 

2,207

 

2,718

 

Total nonperforming assets

 

$

17,717

 

$

21,383

 

 

 

 

 

 

 

Loans past due 90 days or more, still accruing

 

$

41

 

$

0

 

Nonperforming loans to total gross loans

 

4.01

%

5.40

%

Nonperforming assets to total gross loans

 

4.58

%

6.19

%

 

Four lending relationships make up nearly $13.5 million of the $15.5 million in nonperforming loans reported at September, 30, 2004. All four relationships are considered impaired under FAS 114. In addition, $8.0 million or 59.5% of total nonperforming loans are secured by real estate.

 

The Company has a purchased portfolio of lease financing loans totaling $5.5 million that has been nonperforming since June of 2002. This lease portfolio is an impaired credit on non-accrual status and has a specific allowance of $2.1 million allocated to it at September 30, 2004, and $1.9 million at December 31, 2003.  The specific allowance was determined based on an estimate of expected future cash flows.  The guarantor of those leases has entered court proceedings to discharge their guarantee based on the fact that many of the underlying leases were fraudulent.  The Company, based upon advice from their counsel, does not believe it is probable the guarantors’ fraud defense will prevail and intends to vigorously pursue the guarantee.  The Company believes the specific allowance as determined under SFAS No. 114 is adequate to cover probable losses for this lease portfolio.

 

During a regulatory examination during the fourth quarter of 2003, the lease portfolio in question was classified as doubtful by the Bank’s regulators based upon state regulatory guidelines.  California state statute No. 1951 requires that a credit where interest is past due and unpaid for more than one year, is not well secured and not in the process of collection be charged off.  The regulators requested that the Bank charge-off the principal balance in the first or second quarter of 2004 for regulatory purposes if the judge had not made a ruling on the case by March 31, 2004 or, if a ruling had been made but no principal payments have been received by June 30, 2004 because of the appeals process.  The Company believes that under generally accepted accounting principles, a total loss of principal is not probable and the specific allowance of $2.1 million calculated for the impaired lease portfolio under SFAS No. 114 is adequate.  At this time it is uncertain how much the Company will collect; however management believes the Company will collect part, if not all, of the amounts due.

 

The court has not made a ruling on the lease case at this time. As a result, effective March 31, 2004, the Company charged off the entire $5.5 million principal balance for regulatory purposes. As a result of the regulatory charge-off, the Company has a difference between its regulatory accounting principles (RAP) books and its generally accepted accounting principles (GAAP) books. The financial entries made for regulatory reporting purposes resulted in a $5.5 million reduction in loan balances with a corresponding reduction in the reserve for credit losses. Additional provisions for credit losses of $3.5 million were also required for regulatory accounting purposes, which resulted in a reduction of $2.1 million in regulatory net income (net tax benefit of $1.3 million) for the nine months ended September 30, 2004 as compared to the financial statement presented under GAAP in this Form 10-Q.

 

Company management was asked to meet on August 30, 2004 with representatives of Kemper Insurance Company (a wholly-owned subsidiary of Lumbermens Mutual Casualty Company) to discuss the possibility of settlement and other

 

23



 

matters. Kemper representatives provided information regarding Kemper’s run-off plan, financial condition and discussed the concept of settlement. At the conclusion of the meeting, the Company decided to seek professional assistance in determining more about Kemper’s financial condition and the run-off plan through an independent source. Kemper agents indicated they would formulate and submit an offer of settlement in the future. The Company has hired a professional who is currently investigating the matter. The Company has recently an offer of settlement from Kemper. The Company has made a counter-offer and is awaiting a response from Kemper.

 

The Company became aware of Kemper’s financial condition and run-off plan through Kemper representatives and from other Kemper-produced documents about the run-off plan approved by the Illinois Department of Financial and Professional Regulation-Division of Insurance. The three-year plan is designed to help the Kemper meet its goal of resolving, to the maximum extent possible, all valid policyholder claims. Risks and uncertainties involved in implementing the plan include the needs to achieve significant policy buybacks and contract replacement, to commute reinsurance agreements, to conclude other surplus-enhancing transactions, to hire and retain the staff and resources necessary to implement the plan, to further reduce expenses, and to consummate agreements with regulators and other third parties. No assurance can be given that the plan will be successfully implemented. Kemper initiated a review of all reserves as of June 30, 2004 and can provide no assurance that additional reserves in excess of June 30, 2004 surplus will not be required as a result of the planned reserve review.

 

If Kemper does not successfully implement its plan, current financial trends would render the company unable to meet its current policyholder obligations in the first few months of 2005. It is through initiatives such as a policy buyback effort, under which the company “buys back” certain commercial lines policies in order to reduce its future loss exposure, and aggressive expense control measures that the company intends to successfully implement the plan. The run-off plan Kemper filed with State Regulators projects that the company will create approximately $200 million in surplus through various initiatives and further reduce already substantially downsized expenses by another $30 million. If successful, Kemper is projected to have a nominal amount of surplus and liquidity remaining as of December 31, 2006. In view of the risks and uncertainties involved in implementing the plan, including the need to achieve significant policy buybacks, commutation of reinsurance agreements, and further agreements with regulators, no assurance can be given that the plan will be successfully implemented. The Illinois Department of Insurance will continue to closely monitor Kemper’s progress in achieving the objectives of the run-off plan.

 

Loans past due more than 30 days are receiving increased management attention and are monitored for increased risk. The Company continues to move past due loans to nonaccrual status in its ongoing effort to recognize loan problems at an earlier point in time when they may be dealt with more effectively. As impaired loans, nonaccrual and restructured loans are reviewed for specific reserve allocations and the allowance for credit losses is adjusted accordingly.

 

Except for the loans included in the above table, or those otherwise included in the impaired loan totals, there were no loans at September 30, 2004 where the known credit problems of a borrower caused the Company to have serious doubts as to the ability of such borrower to comply with the present loan repayment terms and which would result in such loan being included as a nonaccrual, past due or restructured loan at some future date.

 

Liquidity and Asset/Liability Management

 

The primary function of asset/liability management is to provide adequate liquidity and maintain an appropriate balance between interest-sensitive assets and interest-sensitive liabilities.

 

Liquidity

 

Liquidity management may be described as the ability to maintain sufficient cash flows to fulfill financial obligations, including loan funding commitments and customer deposit withdrawals, without straining the Company’s equity structure. To maintain an adequate liquidity position, the Company relies on, in addition to cash and cash equivalents, cash inflows from deposits and short-term borrowings, repayments of principal on loans and investments, and interest income received. The Company’s principal cash outflows are for loan origination, purchases of investment securities, depositor withdrawals and payment of operating expenses.

 

The Company continues to emphasize liability management as part of its overall asset/liability strategy. Through the discretionary acquisition of short term borrowings, the Company has been able to provide liquidity to fund asset growth while, at the same time, better utilizing its capital resources, and better controlling interest rate risk.  The borrowings are generally short-term and more closely match the repricing characteristics of floating rate loans, which comprise approximately 65.7% of the Company’s loan portfolio at September 30, 2004.  This does not preclude the Company from selling assets such as investment securities to fund liquidity needs but, with favorable borrowing rates, the

 

24



 

Company has maintained a positive yield spread between borrowed liabilities and the assets which those liabilities fund. If, at some time, rate spreads become unfavorable, the Company has the ability to utilize an asset management approach and, either control asset growth or, fund further growth with maturities or sales of investment securities.

 

The Company’s liquid asset base which generally consists of cash and due from banks, federal funds sold, securities purchased under agreements to resell (“reverse repos”) and investment securities, is maintained at a level deemed sufficient to provide the cash outlay necessary to fund loan growth as well as any customer deposit runoff that may occur. Within this framework is the objective of maximizing the yield on earning assets. This is generally achieved by maintaining a high percentage of earning assets in loans, which historically have represented the Company’s highest yielding asset. At September 30, 2004, the Bank had 65.0% of total assets in the loan portfolio and a loan to deposit ratio of 75.6%. Liquid assets at September 30, 2004 include cash and cash equivalents totaling $58.4 million as compared to $48.6 million at December 31, 2003. Other sources of liquidity include collateralized and uncollateralized lines of credit from other banks, the Federal Home Loan Bank, and from the Federal Reserve Bank totaling $198.3 million at September 30, 2004.

 

The liquidity of the parent company, United Security Bancshares, is primarily dependent on the payment of cash dividends by its subsidiary, United Security Bank, subject to limitations imposed by the Financial Code of the State of California. During the nine months ended September 30, 2004, dividends paid by the Bank to the parent company totaled $5.1 million dollars.

 

Regulatory Matters

 

Capital Adequacy

 

The Board of Governors of the Federal Reserve System (“Board of Governors”) has adopted regulations requiring insured institutions to maintain a minimum leverage ratio of Tier 1 capital (the sum of common stockholders’ equity, noncumulative perpetual preferred stock and minority interests in consolidated subsidiaries, minus intangible assets, identified losses and investments in certain subsidiaries, plus unrealized losses or minus unrealized gains on available for sale securities) to total assets. Institutions which have received the highest composite regulatory rating and which are not experiencing or anticipating significant growth are required to maintain a minimum leverage capital ratio of 3% Tier 1 capital to total assets. All other institutions are required to maintain a minimum leverage capital ratio of at least 100 to 200 basis points above the 3% minimum requirement.

 

The Board of Governors has also adopted a statement of policy, supplementing its leverage capital ratio requirements, which provides definitions of qualifying total capital (consisting of Tier 1 capital and Tier 2 supplementary capital, including the allowance for loan losses up to a maximum of 1.25% of risk-weighted assets) and sets forth minimum risk-based capital ratios of capital to risk-weighted assets. Insured institutions are required to maintain a ratio of qualifying total capital to risk weighted assets of 8%, at least one-half (4%) of which must be in the form of Tier 1 capital.

 

The following table sets forth the Company’s and the Bank’s actual capital positions at September 30, 2004 and the minimum capital requirements for both under the regulatory guidelines discussed above:

 

Table 9. Capital Ratios

 

 

 

Company

 

Bank

 

 

 

 

 

Actual

 

Actual

 

Minimum

 

 

 

Capital Ratios

 

Capital Ratios

 

Capital Ratios

 

Total risk-based capital ratio

 

13.64

%

13.23

%

10.00

%

Tier 1 capital to risk-weighted assets

 

12.50

%

12.08

%

6.00

%

Leverage ratio

 

10.71

%

10.30

%

5.00

%

 

As is indicated by the above table, the Company and the Bank exceeded all applicable regulatory capital guidelines at September 30, 2004. Management believes that, under the current regulations, both will continue to meet their minimum capital requirements in the foreseeable future.

 

25



 

Dividends

 

The primary source of funds with which dividends will be paid to shareholders is from cash dividends received by the Company from the Bank. During the first nine months of 2004, the Company has received $5.1 million in cash dividends from the Bank, from which the Company paid $2.6 million in dividends to shareholders.

 

Reserve Balances

 

The Bank is required to maintain average reserve balances with the Federal Reserve Bank. At September 30, 2004 the Bank’s qualifying balance with the Federal Reserve was approximately $9.9 million, consisting of vault cash and balances held with the Federal Reserve.

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk

 

Interest Rate Sensitivity and Market Risk

 

There have been no material changes in the Company’s quantitative and qualitative disclosures about market risk as of September 30, 2004 from those presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2003.

 

As part of its overall risk management, the Company pursues various asset and liability management strategies, which may include obtaining derivative financial instruments to mitigate the impact of interest fluctuations on the Company’s net interest margin. During the second quarter of 2003, the Company entered into an interest rate swap agreement with the purpose of minimizing interest rate fluctuations on its interest rate margin and equity.

 

Under the interest rate swap agreement, the Company receives a fixed rate and pays a variable rate based on a spread from the Prime Rate (“Prime”). The swap qualifies as a cash flow hedge under SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities”, as amended, and is designated as a hedge of the variability of cash flows the Company receives from certain variable-rate loans indexed to Prime. In accordance with SFAS No. 133, the swap agreement is measured at fair value and reported as an asset or liability on the consolidated balance sheet. The portion of the change in the fair value of the swap that is deemed effective in hedging the cash flows of the designated assets are recorded in accumulated other comprehensive income and reclassified into interest income when such cash flow occurs in the future. Any ineffectiveness resulting from the hedge is recorded as a gain or loss in the consolidated statement of income as part of noninterest income. The amortizing hedge has a remaining notional value of $20.9 million and duration of approximately 3.0 years. As of September 30, 2004, the maximum length of time over which the Company is hedging its exposure to the variability of future cash flows is less than five years. As of September 30, 2004, the loss amounts in accumulated other comprehensive income associated with these cash flows totaled $576,000 (net of tax benefit of $216,000). During the nine months ended September 30, 2004, $128,000 was reclassified from other accumulated comprehensive income into earnings.

 

The Board of Directors has adopted an interest rate risk policy which establishes maximum decreases in net interest income of 12% and 15% in the event of a 100 BP and 200 BP increase or decrease in market interest rates over a twelve month period. Based on the information and assumptions utilized in the simulation model at September 30, 2004, the resultant projected impact on net interest income falls within policy limits set by the Board of Directors for all rate scenarios run.

 

The Company’s interest rate risk policy establishes maximum decreases in the Company’s market value of equity of 12% and 15% in the event of an immediate and sustained 100 BP and 200 BP increase or decrease in market interest rates. As shown in the table below, the percentage changes in the net market value of the Company’s equity are within policy limits for both rising and falling rate scenarios.

 

The following sets forth the analysis of the Company’s market value risk inherent in its interest-sensitive financial instruments as they relate to the entire balance sheet at September 30, 2004 and December 31, 2003 ($ in thousands). Fair value estimates are subjective in nature and involve uncertainties and significant judgment and, therefore, cannot be determined with absolute precision. Assumptions have been made as to the appropriate discount rates, prepayment speeds, expected cash flows and other variables. Changes in these assumptions significantly affect the estimates and as such, the obtained fair value may not be indicative of the value negotiated in the actual sale or liquidation of such

 

26



 

financial instruments, nor comparable to that reported by other financial institutions. In addition, fair value estimates are based on existing financial instruments without attempting to estimate future business.

 

 

 

September 30, 2004

 

December 31, 2003

 

Change in

 

Estimated MV

 

Change in MV

 

Change in MV

 

Estimated MV

 

Change in MV

 

Change in MV

 

Rates

 

of Equity

 

of Equity $

 

of Equity $

 

Of Equity

 

of Equity $

 

of Equity%

 

+ 200 BP

 

$

56,142

 

$

(1,575

)

-2.73

%

$

45,919

 

$

(2,301

)

-4.77

%

+ 100 BP

 

57,420

 

(297

)

-0.51

%

47,563

 

(657

)

-1.36

%

0 BP

 

57,717

 

0

 

0.00

%

48,220

 

0

 

0.00

%

- 100 BP

 

57,725

 

8

 

0.01

%

48,430

 

210

 

0.43

%

- 200 BP

 

57,027

 

(690

)

-1.20

%

52,694

 

4,474

 

9.28

%

 

Item 4. Controls and Procedures

 

(a)   Evaluation of Disclosure Controls and Procedures: An evaluation of the Company’s disclosure controls and procedures (as defined in Section 13(a)-14(c) of the Securities Exchange Act of 1934 (the “Act”)) was carried out under the supervision and with the participation of the Company’s Chief Executive Officer, Chief Financial Officer and several other members of the Company’s management within the 90-day period preceding the filing date of this quarterly report. The Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures as currently in effect are effective in ensuring that the information required to be disclosed by the Company in the reports it files or submits under the Act is (i) accumulated and communicated to the Company’s management (including the Chief Executive Officer and Chief Financial Officer) in a timely manner, and (ii) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

 

(b)   Changes in Internal Controls: In the quarter ended September 30, 2004, the Company did not make any significant changes in, nor take any corrective actions regarding, its internal controls or other factors that could significantly affect these controls.

 

27



 

PART II. OTHER INFORMATION

 

Item 1. Not applicable

 

Item 2. Changes in Securities, Use of Proceeds, and Issuer Purchases of Equity Securities

 

Purchases of Equity Securities by Affiliates and Associated Purchasers

 

 

 

 

 

 

 

Total Number of

 

Maximum Number

 

 

 

 

 

 

 

Shares Purchased

 

of Shares That May

 

 

 

Total Number

 

Average

 

as Part of Publicly

 

Yet be Purchased

 

 

 

Of Shares

 

Price Paid

 

Announced Plan

 

Under the Plans

 

Period

 

Purchased

 

per Share

 

or Program

 

or Programs

 

02/01/2004 to 02/29/2004

 

3,300

 

$25.78

 

3,300

 

274,400

 

03/01/2004 to 03/31/2004

 

6,600

 

$25.65

 

6,600

 

267,800

 

04/01/2004 to 04/30/2004

 

750

 

$24.51

 

750

 

267,050

 

05/01/2004 to 05/31/2004

 

42,325

 

$22.89

 

42,325

 

224,725

 

06/01/2004 to 06/30/2004

 

11,670

 

$22.43

 

11,670

 

213,055

 

07/01/2004 to 07/31/2004

 

4,670

 

$21.77

 

4,670

 

208,385

 

08/01/2004 to 08/31/2004

 

17,823

 

$22.77

 

17,823

 

190,562

 

09/01/2004 to 09/30/2004

 

500

 

$22.84

 

500

 

190,062

 

 

 

 

 

 

 

 

 

 

 

Total purchased 2004

 

87,638

 

$23.07

 

87,638

 

 

 

 

On August 30, 2001 the Company announced that its Board of Directors approved a plan to repurchase, as conditions warrant, up to 280,000 shares of the Company’s common stock on the open market or in privately negotiated transactions. The duration of the program was open-ended and the timing of purchases was dependent on market conditions. A total of 215,423 shares had been repurchased under that plan as of December 31, 2003, at a total cost of $3.7 million.

Then, on February 25, 2004 the Company announced another stock repurchase plan under which the Board of Directors approved a plan to repurchase, as conditions warrant, up to 276,500 shares of the Company’s common stock on the open market or in privately negotiated transactions. As with the first plan, the duration of the new program is open-ended and the timing of purchases will depend on market conditions.

Concurrent with the approval of the new repurchase plan, the Board terminated the 2001 repurchase plan and canceled the remaining 63,377 shares yet to be purchased under the earlier plan. Of the 3,300 shares repurchased during February 2004, 2,100 were purchased under the 2001 plan prior to its termination, and 1,200 were purchased under the 2004 plan.

 

Item 3. Not applicable

 

Item 4. Not applicable

 

Item 5. Not applicable

 

Item 6. Exhibits and Reports on Form 8-K:

 

(a)          Exhibits:

 

31.1

 

Certification of the Chief Executive Officer of United Security Bancshares pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

 

 

31.2

 

Certification of the Chief Financial Officer of United Security Bancshares pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

 

 

32.1

 

Certification of the Chief Executive Officer of United Security Bancshares pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

 

 

32.2

 

Certification of the Chief Financial Officer of United Security Bancshares pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

(b)   Reports on Form 8-K:

 

During the quarter ended September 30, 2004, the Company filed the following current reports on Form 8-K:

 

1)              On July 13, 2004 (containing a press release reporting the financial results for the period ended June 30, 2004).

 

28



 

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.

 

 

 

 

United Security Bancshares

 

 

 

Date:  November 12, 2004

 

/S/ Dennis R. Woods

 

 

Dennis R. Woods

 

 

Chairman of the Board and

 

 

President

 

 

 

 

 

/S/ Kenneth L. Donahue

 

 

Kenneth L. Donahue

 

 

Senior Vice President and

 

 

Chief Financial Officer

 

 

29