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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
| [X] | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2003 |
| [ ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _________ TO ________. |
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 X No
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, 2003: $74,240,456
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes [ ] No [ X ]
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 July 31, 2003: 5,444,145 |
UNITED SECURITY BANCSHARES AND SUBSIDIARIES
QUARTERLY REPORT ON FORM 10Q FOR THE PERIOD ENDED
JUNE 30, 2003
TABLE OF CONTENTS
| Page | |||
| Facing Page | 1 | ||
| Table of Contents | 2 | ||
| PART I. Financial Information | |||
| Item 1. Financial Statements: | |||
| Consolidated Balance Sheets | 3 | ||
| Consolidated Statements of Income and Comprehensive Income | 4 | ||
| Consolidated Statements of Changes in Shareholder's Equity | 5 | ||
| Consolidated Statements of Cash Flows | 6 | ||
| Notes to Consolidated Financial Statements | 7 | ||
| Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations: | ||
| Results of Operations | 15 | ||
| Financial Condition | 18 | ||
| Liquidity and Asset/Liability Management | 24 | ||
| Regulatory Matters | 25 | ||
| Item 3. Quantitative and Qualitative Disclosures about Market Risk: | |||
| Interest Rate Sensitivity and Market Risk | 27 | ||
| Item 4. | Controls and Procedures | 30 | |
| PART II. Other Information | 31 | ||
| Signatures | 32 | ||
2
United Security Bancshares and Subsidiaries
Consolidated Statements of Condition - Balance Sheets
June 30, 2003 (unaudited) and December 31, 2002
June 30, December 31,
(In thousands except shares) 2003 2002
- -------------------------------------------------------------------------------------------------------
Assets
Cash and due from banks $17,802 $16,750
Federal funds sold and securities purchased
under agreements to resell 12,090 14,735
---------------------------------------
Cash and cash equivalents 29,892 31,485
Interest-bearing deposits in other banks 9,642 10,224
Securities available for sale (Note 2) 99,913 104,567
Loans and leases (Note 3) 349,706 349,054
Unearned fees (438) (456)
Allowance for credit losses (5,060) (5,556)
---------------------------------------
Net loans 344,208 343,042
Accrued interest receivable 2,036 2,437
Premises and equipment - net (Note 4) 5,251 2,647
Other real estate owned 2,994 9,685
Intangible assets 2,122 2,300
Cash surrender value of life insurance 2,571 2,518
Investment in limited partnership 4,818 2,584
Deferred income taxes 1,782 1,638
Other assets 7,138 6,964
----------------------------------------
Total Assets $512,367 $520,091
========================================
Liabilities &Shareholders' Equity
Liabilities:
Deposits (Note 5)
Noninterest-bearing $92,296 $89,000
Interest-bearing 348,258 334,987
----------------------------------------
Total deposits 440,554 423,987
Federal funds purchased and securities sold
under agreements to repurchase (Note 6) 9,000 35,400
Other borrowings (Note 6) 482 650
Accrued interest payable 925 1,203
Accounts payable and other liabilities 2,913 2,752
Company obligated mandatorily redeemable cumulative trust
preferred securities of subsidiary trust holding solely junior
subordinated debentures (Trust Preferred securities) (Note 7) 15,000 15,000
----------------------------------------
Total liabilities 468,874 478,992
Commitments and Contingent Liabilities (Note 3)
Shareholders' Equity (Note 12):
Common stock, no par value
10,000,000 shares authorized, 5,455,145 and 5,406,666
issued and outstanding, in 2003 and 2002, respectively 17,723 17,553
Retained earnings 25,385 23,114
Unearned ESOP shares (441) (609)
Accumulated other comprehensive income (Note 11) 826 1,041
----------------------------------------
Total shareholders' equity 43,493 41,099
----------------------------------------
Total liabilities and shareholders' equity $512,367 $520,091
========================================
See notes to financial statements
3
United Security Bancshares and Subsidiaries
Consolidated Statements of Income and Comprehensive Income
Periods Ended June 30, 2003 and 2002 (unaudited)
Quarter Ended June 30, Six Months Ended June 30,
(In thousands except shares and EPS) 2003 2002 2003 2002
- ------------------------------------------------------------------------------------------------------------------
Interest Income:
Loans, including fees $5,492 $6,167 $11,287 $12,181
Investment securities - AFS - taxable 740 907 1,551 1,648
Investment securities - AFS - nontaxable 33 35 67 71
Federal funds sold and securities purchased
under agreements to resell 32 79 77 133
Interest on deposits in other banks 68 3 139 3
-------------------------------------------------------------
Total interest income 6,365 7,191 13,121 14,036
Interest Expense:
Interest on deposits 1,566 2,094 3,195 4,289
Interest on other borrowings 307 602 856 1,121
-------------------------------------------------------------
Total interest expense 1,873 2,696 4,051 5,410
-------------------------------------------------------------
Net Interest Income Before
provision for Credit Losses 4,492 4,495 9,070 8,626
Provision for Credit Losses (Note 3) 256 244 501 865
-------------------------------------------------------------
Net Interest Income 4,236 4,251 8,569 7,761
Noninterest Income:
Customer service fees 949 990 1,865 1,943
Loss on sale of securities (24) (22) (24) (22)
Gain on sale of loans 3 0 24 0
Gain on sale of other real estate owne 17 0 54 4
Gain on sale of fixed assets 1 0 1 0
Shared appreciation income 396 (4) 406 245
Other 149 117 273 230
-------------------------------------------------------------
Total noninterest income 1,491 1,081 2,599 2,400
Noninterest Expense:
Salaries and employee benefits 1,207 1,158 2,568 2,407
Occupancy expense 374 462 772 927
Data processing 128 141 263 277
Professional fees 266 180 475 377
Director fees 46 49 92 100
Amortization of intangibles 88 90 178 180
Correspondent bank service charges 73 75 144 144
Other 536 428 1,073 864
-------------------------------------------------------------
Total noninterest expense 2,718 2,583 5,565 5,278
-------------------------------------------------------------
Income Before Taxes on Income 3,009 2,749 5,603 4,883
Taxes on Income 886 828 1,746 1,447
-------------------------------------------------------------
Net Income $2,123 $1,921 $3,857 $3,436
=============================================================
Other comprehensive income, net of tax (Note 14):
Unrealized (loss) gain on available for
sale securities - net income tax (benefit)
of $4, $527, $(144) and $438 5 791 (216) 656
-------------------------------------------------------------
Comprehensive Income $2,123 $1,921 $3,641 $4,092
=============================================================
Net Income per common share (Note 10)
Basic $0.39 $0.36 $0.71 $0.64
=============================================================
Diluted $0.39 $0.35 $0.70 $0.63
=============================================================
Shares on which net income per common share
were based (Note 10)
Basic 5,432,001 5,381,918 5,432,001 5,381,918
=============================================================
Diluted 5,494,441 5,483,163 5,494,441 5,483,163
=============================================================
See notes to financial statements
4
United Security Bancshares and Subsidiaries
Consolidated Statements of Changes in Shareholders' Equity
Periods Ended June 30, 2003
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, 2002 5,397,298 $18,239 $18,582 $(873) $111 $36,059
Director/Employee stock options exercised 6,000 36 36
Tax benefit of stock options exercised 4 4
Net changes in unrealized gain
(loss) on available for sale securities
(net of income tax of $438 ) 656 656
Dividends on common stock ($0.26 per share) (1,411) (1,411)
Repurchase and cancellation of common shares (35,076) (590) (590)
Release of unearned ESOP shares 8,098 (2) 144 142
Net Income 3,436 3,436
---------------------------------------------------------------------------------------
Balance June 30, 2002 (unaudited) 5,376,320 17,687 20,607 (729) 767 36,435
Director/Employee stock options exercised 52,800 380 380
Tax benefit of stock options exercised 3 3
Net changes in unrealized gain
(loss) on available for sale securities
(net of income tax of $183 ) 274 274
Dividends on common stock ($0.26 per share) (1,427) (1,427)
Repurchase and cancellation of common shares (29,600) (517) (517)
Release of unearned ESOP shares 7,146 120 120
Net Income 3,934 3,934
----------------------------------------------------------------------------------------
Balance December 31, 2002 5,406,666 17,553 23,114 (609) 1,041 41,099
Director/Employee stock options exercised 63,800 613 613
Net changes in unrealized gain
(loss) on available for sale securities
(net of income tax benefit of $119) (178) (178)
Net changes in unrealized gain
(loss) on interest rate swaps
(net of income tax benefit of $25) (37) (37)
Dividends on common stock ($0.29 per share) (1,586) (1,586)
Repurchase and cancellation of common shares (23,961) (443) (443)
Release of unearned ESOP shares 8,640 168 168
Net Income 3,857 3,857
----------------------------------------------------------------------------------------
Balance June 30, 2003 (unaudited) 5,455,145 $17,723 $25,385 $(441) $826 $43,493
========================================================================================
See notes to financial statements
5
United Security Bancshares and Subsidiaries
Consolidated Statements of Cash Flows
Six Months Ended June 30, 2003 and 2002 (unaudited)
(In thousands) 2003 2002
- -------------------------------------------------------------------------------------------------
Cash Flows From Operating Activities:
Net income $3,857 $3,436
Adjustments to reconcile net earnings to
cash provided by operating activities:
Provision for credit losses 501 865
Depreciation and amortization 498 612
Amortization of investment securities 173 219
Loss on sale of securities 24 22
Decrease in accrued interest receivable 401 1,330
Decrease in accrued interest payable (278) (81)
Decrease in unearned fees (18) (83)
Increase in income taxes payable 202 249
Decrease in accounts payable
and accrued liabilities (519) (123)
Write-down of other investments 21 40
Write-down of other real estate owned 46 0
Gain on sale of other real estate owned (54) (4)
Gain on sale of loans (24) 0
Increase in surrender value of life insurance (53) (54)
Loss in limited partnership interest 109 115
Net decrease (increase) in other assets 9 (648)
-------------------------------------
Net cash provided by operating activities 4,895 5,895
Cash Flows From Investing Activities:
Net decrease in interest-bearing deposits with banks 582 0
Purchases of available-for-sale securities (44,936) (44,428)
Net redemption (purchase) of FHLB/FRB
and other bank stock 1,026 (307)
Maturities and calls of available-for-sale securities 28,096 26,712
Proceeds from sales of available-for-sale securities 21,000 0
Investment in limited partnership (2,343) 0
Net increase in loans (4,663) (22,761)
Cash proceeds from sales of loans 5,529 0
Cash proceeds from sales of foreclosed leased assets 447 0
Proceeds from sales of other real estate owned 302 459
Capital expenditures for premises and equipment (199) (174)
-------------------------------------
Net cash provided by (used in) investing activities 4,841 (40,499)
Cash Flows From Financing Activities:
Net increase in demand deposit and savings accounts 5,231 2,237
Net increase in certificates of deposit 11,336 38,468
Net (decrease) increase in repurchase agreements (26,400) 7,900
Director/Employee stock options exercised 614 36
Repurchase and retirement of common stock (442) (590)
Repayment of ESOP borrowings (167) (142)
Payment of dividends on common stock (1,501) (1,332)
-------------------------------------
Net cash (used in) provided by financing activities (11,329) 46,577
-------------------------------------
Net (decrease) increase in cash and cash equivalents (1,593) 11,973
Cash and cash equivalents at beginning of period 31,485 29,255
-------------------------------------
Cash and cash equivalents at end of period $29,892 $41,228
=====================================
See notes to financial statements
6
United Security Bancshares and Subsidiaries - Notes to Consolidated Financial Statements - (Unaudited)
1. 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 subsidiary (the “Bank”), and United Security Bancshares Capital Trust I (the “Trust”), (collectively the “Company”). 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), except for periods prior to June 12, 2001, in which case, references to the Company are references to the Bank.
United Security Bancshares is a bank holding company, incorporated in the state of California for the purpose of acquiring all the capital stock of the Bank through a holding company reorganization (the “Reorganization”) of the Bank. The Reorganization, which was accounted for in a manner similar to a pooling of interests, was completed on June 12, 2001. Management believes the reorganization will provide the Company greater operating and financial flexibility and will permit expansion into a broader range of financial services and other business activities.
United Security Bancshares Capital Trust I, a subsidiary of United Security Bancshares, is a Delaware statutory business trust formed for the exclusive purpose of issuing and selling Trust Preferred Securities. The Trust was formed on June 28, 2001 (See Note 7. “Trust Preferred Securities”).
USB Investment Trust Inc. was incorporated effective December 31, 2001 as a special purpose real estate investment trust (“REIT”) under Maryland law. The REIT is a subsidiary of the Bank and was funded with $133.0 million in real estate-secured loans contributed by the Bank. USB Investment Trust will give the Bank flexibility in raising capital, and will reduce the expenses associated with holding the assets contributed to USB Investment Trust.
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, 2002. 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. 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 June 30, 2003 and December 31, 2002:
--------------------------------------------------------------------
(In thousands) Gross Gross Fair Value
Amortized Unrealized Unrealized (Carrying
June 30, 2003: Cost Gains Losses Amount)
--------------------------------------------------------------------
U.S. Government agencies $66,550 $1,249 $(71) $67,728
U.S. Government agency
collateralized mortgage obligations 65 4 0 69
Obligations of state and
political subdivisions 2,704 200 0 2,904
Other debt securities 29,156 64 (8) 29,212
--------------------------------------------------------------------
$98,475 $1,517 $(79) $99,913
====================================================================
December 31, 2002:
U.S. Government agencies $63,794 $1,570 $0 $65,364
U.S. Government agency
collateralized mortgage obligations 84 4 0 88
Obligations of state and
political subdivisions 2,795 178 0 2,973
Other debt securities 36,158 5 (21) 36,142
--------------------------------------------------------------------
$102,831 $1,757 $(21) $104,567
====================================================================
7
Included in other debt securities at June 30, 2003, are short-term government securities mutual funds totaling $12.0 million, Trust Preferred securities pools totaling $9.2 million, and a money market mutual fund totaling $8.0 million. Included in other debt securities at December 31, 2002, is a short-term government securities mutual fund totaling $10.0 million, a Trust Preferred securities pool totaling $3.1 million, and a money market mutual fund totaling $23.0 million. 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 calls of available-for-sale securities totaling $24,000 and $22,000 during the six months ended June 30, 2003 and June 30, 2002, respectively.
The amortized cost and fair value of securities available for sale at June 30, 2003, by contractual maturity, are shown below. Actual maturities may differ from contractual maturities because issuers have the right to call or prepay obligations with or without call or prepayment penalties.
June 30, 2003
------------------------------------------
Amortized Fair Value
(In thousands) Cost (Carrying Amount)
- ---------------------------------------------------------------------------------------
Due in one year or less $20,091 $20,083
Due after one year through five years 52,254 52,845
Due after five years through ten years 703 748
Due after ten years 25,362 26,169
Collateralized mortgage obligations 65 68
------------------------------------------
$98,475 $99,913
==========================================
Contractual maturities on collateralized mortgage obligations cannot be anticipated due to allowed paydowns.
At June 30, 2003 and December 31, 2002, available-for-sale securities with an amortized cost of approximately $67.7 million and $65.0 million (fair value of $68.9 million and $66.7 million) were pledged as collateral for public funds, treasury tax and loan balances, and repurchase agreements.
3. Loans and Leases
Loans include the following:
June 30, December 31,
(In thousands) 2003 2002
- ----------------------------------------------------------------------------------
Commercial and industrial $123,535 $117,293
Real estate - mortgage 96,435 100,417
Real estate - construction 92,697 95,024
Agricultural 16,891 16,877
Installment/other 7,750 7,811
Lease financing 12,398 11,632
----------------------------------------
Total Loans $349,706 $349,054
========================================
The Company's loans are predominantly in the San Joaquin Valley, and the greater Oakhurst/East Madera County area, although the Company does participate in loans with other financial institutions, primarily in the state of California.
Commercial and industrial loans represent 35.4% of total loans at June 30, 2003 and have a high degree of industry diversification. A substantial portion of the commercial and industrial loans are secured by accounts receivable, inventory, leases or other collateral including real estate. The remainder are unsecured; however, extensions of credit are predicated upon the financial capacity of the borrower. Repayment of commercial loans is generally from the cash flow of the borrower.
Real estate mortgage loans, representing 27.6% of total loans at June 30, 2003, are secured by trust deeds on primarily commercial property. Repayment of real estate mortgage loans is generally from the cash flow of the borrower.
8
Real estate construction loans, representing 26.5% of total loans at June 30, 2003, consist of loans to residential contractors, which are secured by single family residential properties. All real estate loans have established equity requirements. Repayment on construction loans is generally from long-term mortgages with other lending institutions.
Agricultural loans represent 4.8% of total loans at June 30, 2003 and are generally secured by land, equipment, inventory and receivables. Repayment is from the cash flow of the borrower.
Lease financing loans, representing 3.5% of total loans at June 30, 2003, consist of loans to small businesses, which are secured by commercial equipment. Repayment of the lease obligation is from the cash flow of the borrower.
There were no loans over 90 days past due and still accruing at June 30, 2003 or December 31, 2002. Nonaccrual loans totaled $20.0 million and $15.4 million at June 30, 2003 and December 31, 2002, respectively.
An analysis of changes in the allowance for credit losses is as follows:
June 30, December 31, June 30,
(In thousands) 2003 2002 2002
- -------------------------------------------------------------------------------------------------
Balance, beginning of year $5,556 $4,457 $4,457
Provision charged to operations 501 1,963 865
Losses charged to allowance (1,041) (933) (104)
Recoveries on loans previously charged off 44 69 17
-------------------------------------------------
Balance at end-of-period $5,060 $5,556 $5,235
=================================================
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. Significant changes in these estimates might be required in the event of a downturn in the economy and/or the real estate market in the San Joaquin Valley, and the greater Oakhurst and East Madera County area.
At June 30, 2003 and 2002, the Company's recorded investment in loans for which impairment has been recognized totaled $19.6 million and $8.2 million, respectively. Included in this amount is $7.7 million and $2.6 million of impaired loans for which the related specific allowance is $630,000 and $855,000, as well as $11.9 million and $5.6 million of impaired loans that as a result of write-downs or the fair value of the collateral, did not have a specific allowance. The average recorded investment in impaired loans was $17.3 million and $9.5 million for the six-month periods ended June 30, 2003 and 2002, respectively. At December 31, 2002, the Company's recorded investment in loans for which impairment has been recognized totaled $15.3 million. Included in this amount is $8.4 million of impaired loans for which the related specific allowance is $1.3 million, as well as $6.9 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 $11.3 million for the year ended December 31, 2002. In most cases, the Company 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 six months ended June 30, 2003 and year ended December 31, 2002, the Company recognized $4,000 and $3,000 on such loans, respectively. For the six months ended June 30, 2002, the Company recognized no income on such loans.
In the normal course of business, the Company is party to financial instruments with off-balance sheet risk to meet the financing needs of its customers. At June 30, 2003 and December 31, 2002 these financial instruments include commitments to extend credit of $110.2 million and $114.2 million, respectively, and standby letters of credit of $1,251,000 and $814,000, respectively. These instruments involve elements of credit risk in excess of the amount recognized on the balance sheet. The contract amounts of these instruments reflect the extent of the involvement the bank has in off-balance sheet financial instruments.
The Company’s exposure to credit loss in the event of nonperformance by the counterparty to the financial instrument for commitments to extend credit and standby letters of credit is represented by the contractual amounts of those instruments. The Company uses the same credit policies as it does for on-balance-sheet instruments.
9
Commitments to extend credit are agreements to lend to a customer, as long as there is no violation of any condition established in the contract. Substantially all of these commitments are at floating interest rates based on prime. Commitments generally have fixed expiration dates. The Company evaluates each customer's creditworthiness on a case by case basis. The amount of collateral obtained, if deemed necessary, is based on management's credit evaluation. Collateral held varies but includes accounts receivable, inventory, leases, property, plant and equipment, residential real estate and income-producing properties.
Standby letters of credit are generally unsecured and are issued by the Company to guarantee the performance of a customer to a third party. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loans to customers.
4. Premises and Equipment
During the second quarter of 2003, two OREO properties totaling $2.7 million were transferred to bank premises and will be utilized to enhance bank operations. One property will be used to relocate one of the Fresno branch operations to one of Fresno’s prime business locations. The Company’s administrative headquarters will be relocated to the second location to provide additional space for current operations and allow for future expansion.
5. Deposits
Deposits include the following:
June 30, December 31,
(In thousands) 2003 2002
- -------------------------------------------------------------------------------------
Noninterest bearing deposits $92,296 $89,000
Interest bearing deposits:
NOW and money market accounts 98,300 100,199
Savings accounts 24,973 21,138
Time deposits:
Under $100,000 80,220 85,564
$100,000 and over 144,765 128,086
----------------------------------------
Total interest bearing deposits 348,258 334,987
----------------------------------------
Total deposits $440,554 $423,987
========================================
At June 30, 2003, the scheduled maturities of all certificates of deposit and other time deposits are as follows:
(In thousands)
- --------------------------------------------------------------------------------
One year or less $187,711
More than one year, but less than or equal to two years 25,875
More than two years, but less than or equal to three years 10,451
More than three years, but less than or equal to four years 419
More than four years, but less than or equal to five years 517
More than five years 12
-------------------
$224,985
===================
6. Short-term Borrowings/Other Borrowings
At June 30, 2003, the Company had collateralized and uncollateralized lines of credit aggregating $140.8 million, as well as FHLB lines of credit totaling $ 33.5 million. Advances on the FHLB lines of credit totaled $9.0 million at June 30, 2003. 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. FHLB advances are collateralized by all of the Company’s stock in the FHLB, securities, and certain qualifying mortgage loans. All lines of credit are on an “as available” basis and can be revoked by the grantor at any time.
The Company had collateralized and uncollateralized lines of credit with aggregating $157.5 million, as well as FHLB lines of credit totaling $ 36.7 million at December 31, 2002. Advances on the FHLB lines of credit totaled $35.4 million at December 31, 2002.
10
The table below provides further detail of the Company's repurchase agreements and FHLB advances for the periods ended June 30, 2003 and December 31, 2002:
June 30, December 31,
(In thousands) 2003 2002
- ------------------------------------------------------------------------------------------
Outstanding:
Average for the period - Repos $0 $218
Average for the period - FHLB advances $21,106 $32,398
Maximum during the period - total borrowings $35,400 $35,400
Interest rates:
Average for the period - Repos ---- 1.96%
Average for the period - FHLB advances 4.35% 4.24%
Average at period end - Repos ---- 0.00%
Average at period end - FHLB advances 4.81% 4.17%
On June 20, 2000, the Company’s ESOP entered into an agreement with a correspondent bank to establish a $1.0 million unsecured revolving line of credit with a variable rate of prime plus 100 basis points and maturity of June 20, 2005. The loan is guaranteed by the Company. Advances on the line totaled $482,000 at June 30, 2003.
7. Trust Preferred Securities
On July 16, 2001, the Company’s wholly owned special-purpose trust subsidiary, United Security Bancshares Capital Trust I (the “Trust”) issued $15 million in cumulative Trust Preferred Securities. The securities bear a floating rate of interest of 3.75% over the six month LIBOR rate, payable semi-annually. Concurrent with the issuance of the Trust Preferred Securities, the Trust used the proceeds from the Trust Preferred Securities offering to purchase a like amount of Junior Subordinated Debentures of the Company. The Subordinated Debentures are the sole assets of the Trust and are eliminated, along with the related income statement effects, in the consolidated financial statements. The Company will pay interest on the Junior Subordinated Debentures to the Trust, which represents the sole revenues and sole source of dividend distributions to the holders of the Trust Preferred Securities. The Company has the right, assuming no default has occurred, to defer payments of interest on the Junior Subordinated Debentures at any time for a period not to exceed 20 consecutive quarters. The Trust Preferred Securities will mature on July 25, 2031, but can be redeemed after July 25, 2006 at a premium, and can be redeemed after July 25, 2011 at par. The obligations of the Trust are fully and unconditionally guaranteed, on a subordinated basis, by the Company.
The Company received $14.5 million from the Trust upon issuance of the Junior Subordinated Debentures, of which $13.7 million was contributed by the Company to the Bank to increase its capital. Under applicable regulatory guidelines, a portion of the Trust Preferred Securities will qualify as Tier I Capital, and the remainder as Tier II Capital.
Issuance costs of $495,000 related to the Trust Preferred Securities were deferred at the time of issuance and will be amortized over the 30-year life of the securities. Interest expense on the Trust Preferred Securities totaled $390,000 and amortization expense totaled $8,000 for the six months ended June 30, 2003.
8. Regulatory Matters
Capital Guidelines - The Company (on a consolidated basis) and the Bank are subject to various regulatory capital requirements adopted by the Board of Governors of the Federal Reserve System (“Board of Governors”). Failure to meet minimum capital requirements can initiate certain mandates and possible additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company’s consolidated financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company and the Bank must meet specific capital guidelines that involve quantitative measures of their assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. The capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors. Prompt corrective action provisions are not applicable to bank holding companies.
11
Quantitative measures established by regulation to ensure capital adequacy require 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 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 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 the periods presented:
June 30, December 31, June 30,
2003 2002 2002
- --------------------------------------------------------------------------------------------------
Company:
Total Capital (to Risk Weighted Assets) 14.02% 13.20% 12.94%
Tier I Capital (to Risk Weighted Assets) 12.50% 11.40% 10.94%
Tier I Capital (to Average Assets) 10.71% 9.54% 9.73%
Bank:
Total Capital (to Risk Weighted Assets) 13.47% 12.74% 12.46%
Tier I Capital (to Risk Weighted Assets) 12.29% 11.49% 11.23%
Tier I Capital (to Average Assets) 10.53% 9.61% 9.97%
As of June 30, 2003 and December 31, 2002, the most recent notifications from the Bank’s regulators categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well-capitalized, the Bank must maintain minimum total capital and Tier 1 capital (as defined) to risk-based assets (as defined), and a minimum leverage ratio of Tier 1 capital to average assets (as defined) as set forth in the proceeding discussion. There are no conditions or events since the notification that management believes have changed the institution’s category.
Under regulatory guidelines, the $15 million in Trust Preferred Securities issued in July of 2001 will qualify as Tier 1 capital up to 25% of Tier 1 capital. Any additional portion of Trust Preferred Securities will qualify as Tier 2 capital.
Dividends - Subsequent to the Reorganization on June 12, 2001, dividends paid to shareholders have been paid by the bank holding company, subject to restrictions set forth in the California General Corporation Law. The primary source of funds with which dividends will be paid to shareholders will come from cash dividends received by the Company from the Bank. Year-to-date as of June 30, 2003, the Company has received $1.9 million in cash dividends from the Bank, from which the Company has paid $1.5 million in dividends to shareholders.
Under California state banking law, the Bank may not pay cash dividends in an amount which exceeds the lesser of the retained earnings of the Bank or the Bank’s net income for the last three fiscal years (less the amount of distributions to shareholders during that period of time). If the above test is not met, cash dividends may only be paid with the prior approval of the California State Department of Financial Institutions, in an amount not exceeding the greater of: (i) the Bank’s retained earnings; (ii) its net income for the last fiscal year; or (iii) its net income for the current fiscal year. Year-to-date, the Bank has paid dividends of $1.9 million to the Company, which was well within dividend distributions allowed without prior approval.
12
9. Supplemental Cash Flow Disclosures
Six Months Ended June 30,
(In thousands) 2003 2002
- -------------------------------------------------------------------------------------
Cash paid during the period for:
Interest $4,329 $5,490
Income Taxes 1,547 1,658
Noncash investing activities:
Loans transferred to foreclosed property 1,338 5,030
Dividends declared not paid 795 704
10. 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:
Six Months Ended June 30,
(In thousands except earnings per share data) 2003 2002
- --------------------------------------------------------------------------------------
Net income available to common shareholders $3,857 $3,436
Weighted average shares issued 5,463 5,429
Less: unearned ESOP shares (31) (47)
--------------------------------
Weighted average shares outstanding 5,432 5,382
Add: dilutive effect of stock options 62 101
--------------------------------
Weighted average shares outstanding
adjusted for potential dilution 5,494 5,483
================================
Basic earnings per share $0.71 $0.64
================================
Diluted earnings per share $0.70 $0.63
================================
11. 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 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 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 notional value of $24.9 million and a duration of approximately 3.5 years. As of June 30, 2003, the maximum length of time over which the Company is hedging its exposure to the variability of future cash flows is approximately five years. As of June 30, 2003, the loss amounts in accumulated other comprehensive income associated with these cash flows totaled $37,000 (net of tax benefit of $25,000). During the six months ended June 30, 2003, $9,000 (net of tax of $6,000) was reclassified from other accumulated comprehensive income into earnings.
12. Common Stock Repurchase Plan
During August 2001, the Company’s 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 is open-ended and the timing of the purchases will depend on market conditions. During the six months ended June 30, 2003, the Company repurchased 23,961 shares for a total of $443,000. During the years ended December 31, 2002 and 2001, the Company repurchased 64,676 and 115,786 shares for a total of $1.9 million and $1.1 million, respectively. The repurchased shares were subsequently retired.
13
13. Stock Based Compensation
At June 30, 2003, 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, 2002. 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.
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 June 30,
- ------------------------------------------------------------------------------------
(In thousands except earnings per share) 2003 2002
- ------------------------------------------------------------------------------------
Net income, as reported $3,857 $3,436
Deduct: Total stock-based employee
Compensation expense determined under fair
value based method for all awards, net of
related tax effects (6) (18)
---------------------------------
Pro forma net income $3,851 $3,418
=================================
Earnings per share:
Basic - as reported $0.71 $0.64
=================================
Basic - pro forma $0.70 $0.63
=================================
Diluted - as reported $0.71 $0.64
=================================
Diluted - pro forma $0.70 $0.62
=================================
14. Other Comprehensive Income
The following table provides a reconciliation of the amounts included in comprehensive income:
Six Months Ended June 30,
- ----------------------------------------------------------------------------------------------
(In thousands) 2003 2002
- ----------------------------------------------------------------------------------------------
Unrealized (loss) gain on available-for-sale securities:
Unrealized (loss) gain on sale securities - net income
tax (benefit) of $(129), and $174 $(193) $261
Less: Reclassification adjustment for loss on sale of
available-for-sale securities included in net income -
net income tax benefit of $10, and $9 15 13
----------------------------
Net unrealized (loss) gain on available-for-sale
securities - net income tax (benefit) of $(119), and $183 $(178) $274
============================
Unrealized loss on interest rate swaps:
Unrealized losses arising during period - net income tax
benefit of $19 $(28) --
Less: reclassification adjustments to interest income -
net income tax of $6 (9) --
----------------------------
Net change in unrealized loss on interest rate swaps -
net of income tax benefit $13 $(37) --
============================
14
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. Therefore, the information set forth therein should be carefully considered when evaluating the business prospects of the Company.
On June 12, 2001, the United Security Bank (the “Bank”) became the wholly owned subsidiary of United Security Bancshares, Inc. (the “Company”) through a tax free holding company reorganization, accounted for on a basis similar to the pooling of interest method. In the transaction, each share of Bank stock was exchanged for a share of Company stock on a one-to-one basis. No additional equity was issued as part of this transaction. In the following discussion, references to the Bank are references to United Security Bank. References to the Company are references to United Security Bancshares, Inc. (including the Bank), except for periods prior to June 12, 2001, in which case, references to the Company are references to the Bank.
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. On July 16, 2001, the Trust completed the issuance of $15 million in Trust Preferred securities, and concurrently, the Trust used the proceeds from that offering to purchase Junior Subordinated Debentures of the Company. The Company subsequently contributed $13.7 million of the $14.5 million in net proceeds received from the Trust to the Bank to increase its regulatory capital.
The Company continues to seek ways to better meet its customers' needs for financial services, expand into new markets and compete in today's financial services environment. The Company's strategy is to be a better low-cost provider of services to its customer base while enlarging its market area and corresponding customer base to further its ability to provide those services. The Company currently has seven banking branches, which provide financial services in Fresno and Madera counties.
Results of Operations
For the six months ended June 30, 2003, the Company reported net income of $3.9 million or $0.71 per share ($0.70 diluted) as compared to $3.4 million or $0.64 per share ($0.63 diluted) for the six months ended June 30, 2002. The Company’s return on average assets was 1.52% for the six-month-period ended June 30, 2003 as compared to 1.48% for the six-month-period ended June 30, 2002. The Bank’s return on average equity was 18.32% for the six months ended June 30, 2003 as compared to 18.65% for the same six-month period of 2002.
Net Interest Income
Net interest income, the most significant component of earnings, is the difference between the interest and fees received on earning assets and the interest paid on interest-bearing liabilities. Earning assets consist primarily of loans, and to a lesser extent, investments in securities issued by federal, state and local authorities, and corporations. These earning assets are funded by a combination of interest-bearing and noninterest-bearing liabilities, primarily customer deposits and short-term and long-term borrowings. Net interest income before provision for credit losses totaled $9.1 million for the six months ended June 30, 2003, representing an increase of $445,000 or 5.2% when compared to the $8.6 million reported for the same six months of the previous year. The increase in net interest income between 2002 and 2003 is primarily the result of significant growth in earning assets, which was enhanced by a significant decline in the Company’s cost of interest-bearing liabilities.
The Bank's net interest margin, as shown in Table 1, decreased to 3.87% at June 30, 2003 from 4.09% at June 30, 2002, a decrease of 22 basis points (100 basis points = 1%) between the two periods. Market rates of interest decreased between the six-month periods ended June 30, 2002 and 2003. The prime rate averaged 4.24% for the six months ended June 30, 2003 as compared to 4.75% for the comparative six months of 2002. The effect of market rate declines between those two periods was mitigated to a large degree as the result of significantly lower repricing of interest-bearing liabilities.
15
Table 1. - Distribution of Average Assets, Liabilities and Shareholders' Equity:
Interest rates and Interest Differentials
Periods Ended June 30, 2003 and 2002
-------------------------------------------------------------------------
2003 2002
-------------------------------------------------------------------------
(dollars in thousands) Average Yield/ Average Yield/
Balance Interest Rate Balance Interest Rate
- --------------------------------------------------------------------------------------------------------------------
Assets:
Interest-earning assets:
Loans (1) $351,763 $11,288 6.47% $339,678 $12,181 7.23%
Investment Securities - taxable 95,337 1,551 3.28% 67,297 1,648 4.94%
Investment Securities - nontaxable (2) 2,764 67 4.89% 2,970 71 4.82%
Interest on deposits in other banks 10,005 139 2.80% 172 3 3.67%
Federal funds sold and reverse repos 12,791 77 1.21% 15,495 133 1.73%
-----------------------------------------------------------------------
Total interest-earning assets 472,660 $13,122 5.60% 425,612 $14,036 6.65%
==================== ======================
Allowance for possible loan losses (5,393) (4,999)
Noninterest-bearing assets:
Cash and due from banks 17,212 16,716
Premises and equipment, net 2,580 2,946
Accrued interest receivable 2,303 3,284
Other real estate owned 5,895 8,637
Other assets 17,270 15,565
------------- ------------
Total average assets $512,527 $467,761
============= ============
Liabilities and Shareholders' Equity:
nterest-bearing liabilities:
NOW accounts $29,874 $81 0.55% $26,052 $105 0.81%
Money market accounts 69,733 549 1.59% 57,067 560 1.98%
Savings accounts 22,510 65 0.58% 19,456 85 0.88%
Time deposits 220,494 2,500 2.29% 204,327 3,539 3.49%
Other borrowings 21,932 458 4.21% 30,790 662 4.34%
Trust Preferred securities 15,000 398 5.35% 15,000 459 6.17%
------------------------------------------------------------------------
Total interest-bearing liabilities 379,543 $4,051 2.15% 352,692 $5,410 3.09%
==================== =======================
Noninterest-bearing liabilities:
Noninterest-bearing checking 87,421 75,526
Accrued interest payable 836 1,103
Other liabilities 2,262 1,291
------------ ------------
Total Liabilities 470,062 430,612
Total shareholders' equity 42,465 37,149
------------ ------------
Total average liabilites and
Shareholders' equity $512,527 $467,761
============ ============
Interest income as a percentage
of average earning assets 5.60% 6.65%
Interest expense as a percentage
of average earning assets 1.73% 2.56%
------------- ------------
Net interest margin 3.87% 4.09%
============= ============
| (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 $733,000 and $709,000 for the six months ended June 30, 2003 and 2002, 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. |
16
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 six months ended
June 30, 2003 compared to June 30, 2002
-----------------------------------------------
(In thousands) Total Rate Volume
- --------------------------------------------------------------------------------------------
Increase (decrease) in interest income:
Loans $(894) $(1,316) $422
Investment securities (101) (660) 559
Interest-bearing deposits in other banks 136 41 95
Federal funds sold and securities
purchased under agreements to resell (56) (35) (21)
-----------------------------------------------
Total interest income (915) (1,970) 1,055
Increase (decrease) in interest expense:
Interest-bearing demand accounts (35) (153) 118
Savings accounts (20) (32) 12
Time deposits (1,039) (1,301) 262
Other borrowings (204) (19) (185)
Trust Preferred securities (61) (61) 0
-----------------------------------------------
Total interest expense (1,359) (1,566) 207
-----------------------------------------------
Increase in net interest income $444 $(404) $848
===============================================
For the six months ended June 30, 2003, total interest income decreased approximately $915,000 or 6.5% as compared to the six months ended June 30, 2002. The change is attributable primarily to a substantial increase in earning assets, which was more than offset by the decrease in market rates of interest. Earning asset growth was mostly in investment securities and in loans.
For the six months ended June 30, 2003, total interest expense decreased approximately $1.4 million or 25.1% as compared to the six-month period ended June 30, 2002. While average interest-bearing liabilities increased by $26.9 million between the six-month periods ended June 30, 2003 and 2002, the average rate paid on those liabilities declined by 94 basis points, which more than outweighed in the increase in volume.
Provisions for credit losses and the amount added to the allowance for credit losses is determined on the basis of management's continuous 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 ix months ending June 30, 2003 the provision to the allowance for credit losses amounted to $501,000 as compared to $865,000 for the six months ended June 30, 2002. The amount provided to the allowance for credit losses during the first six months brought the allowance to 1.45% of net outstanding loan balances at June 30, 2003, as compared to 1.59% of net outstanding loan balances at December 31, 2002, and 1.48% at June 30, 2002.
Noninterest Income
Noninterest income consists primarily of fees and commissions earned on services that are provided to the Company’s banking customers. Noninterest income for the six months ended June 30, 2003 decreased $199,000 when compared to the same period last year. Customer service fees declined by $78,000 between the two six-month periods presented, which is attributable to modest declines in checking service charges and overdraft fee income. Other noninterest income increased $204,000 between the two periods, and is primarily attributable to an increase of $161,000 in shared appreciation income on commercial real estate.
17
Noninterest Expense
The following table sets forth the amount and percentage changes in the categories presented for the six months ended June 30, 2003 as compared to the six months ended June 30, 2002:
Table 3. Changes in Noninterest Expense
(In thousands) Amount Percent
- -------------------------------------------------------------------------------
Salaries and employee benefits $161 6.68%
Occupancy expense (155) -16.67%
Data processing (16) -5.42%
Professional fees 98 25.85%
Directors fees (8) -8.51%
Amortization of intangibles (2) -1.11%
Correspondent bank service charges 0 0.08%
Other 209 24.25%
---------------------------------
Total change in noninterest expense $287 5.45%
=================================
Noninterest expense, excluding provision for credit losses and income tax expense, totaled $5.6 million for the six months ended June 30, 2003 as compared to $5.3 million for the same six-month period of 2002, representing an increase of $287,000 or 5.5% between the two periods. 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. Increases in professional fees included increased audit fees, and legal fees on workouts of impaired loans. Increases of $209,000 in other noninterest expense between the two periods, include increased costs related to real estate owned through foreclosure, insurance, postage, and various other office supplies.
Financial Condition
Total assets decreased to $512.4 million at June 30, 2003, from the balance of $520.1 million at December 31, 2002, but increased from the balance of $510.8 million at June 30, 2002. Total deposits of $440.6 million at June 30, 2003 increased $16.6 million or 3.9% from the balance reported at December 31, 2002, and increased $31.2 million or 7.6% from the balance of $409.4 million reported at June 30, 2002. Between December 31, 2002 and June 30, 2003, loan growth totaled $652,000, while securities and other short-term investments decreased $7.3 million.
Earning assets averaged approximately $472.7 million during the six months ended June 30, 2003, as compared to $425.6 million for the same six-month period of 2002. Average interest-bearing liabilities increased to $379.5 million for the six months ended June 30, 2003, as compared to $352.7 million for the comparative six-month period of 2002.
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 $349.7 million at June 30, 2003, an increase of $652,000 or 0.2% when compared to the balance of $349.1 million at December 31, 2002, and a decrease of $4.2 million or 1.2% when compared to the balance of $354.0 million reported at June 30, 2002. Loans on average rose 3.6% between the six-month periods ended June 30, 2002 and June 30, 2003, with loans averaging $351.8 million for the six months ended June 30, 2003, as compared to $339.7 million for the same six-month period of 2002.
During the first six months of 2003, increases were experienced in commercial and industrial loans, as well as, lease financing. The following table sets forth the amounts of loans outstanding by category at June 30, 2003 and December 31, 2002, the category percentages as of those dates, and the net change between the two periods presented.
18
Table 4. Loans
June 30, 2003 December 31, 2002
-------------------------------------------------------------------------------
Dollar % of Dollar % of Net %
(In thousands) Amount Loans Amount Loans Change Change
- -----------------------------------------------------------------------------------------------------------
Commercial and industrial $123,535 35.4% $117,293 33.6% $6,242 5.32%
Real estate - mortgage 96,435 27.6% 100,417 28.9% (3,982) - 3.96%
Real estate - construction 92,697 26.5% 95,024 27.2% (2,327) -2.45%
Agricultural 16,891 4.8% 16,877 4.8% 14 0.08%
Installment/other 7,750 2.2% 7,811 2.2% (61) -0.78%
Lease financing 12,398 3.5% 11,632 3.3% 766 6.58%
------------------------------------------------------------------------------
Total Loans $349,706 100.0% $349,054 100.0% $652 0.19%
==============================================================================
The overall average yield on the loan portfolio was 6.47% for the six months ended June 30, 2003 as compared to 7.23% for the six months ended June 30, 2002, and decreased between the two periods as the result of a decline in market rates of interest between the two periods, which more than outweighed the increase in average volume. At June 30, 2003, 68.5% of the Company's loan portfolio consisted of floating rate instruments, as compared to 68.7% of the portfolio at December 31, 2002, with the majority of those tied to the prime rate.
Deposits
Total deposits increased during the period to a balance of $440.6 million at June 30, 2003 representing an increase of $16.6 million or 3.9% from the balance of $424.0 million reported at December 31, 2002, and an increase of $31.2 million or 7.6% from the balance reported at June 30, 2002. During the first six months of 2003, increases were experienced in all deposit categories except NOW and money market accounts, with a large portion of the increase being in time deposits.
The following table sets forth the amounts of deposits outstanding by category at June 30, 2003 and December 31, 2002, and the net change between the two periods presented.
Table 5. Deposits
June 30, December 31, Net Percentage
(In thousands) 2003 2002 Change Change
- -----------------------------------------------------------------------------------------------
Noninterest bearing deposits $92,296 $89,000 $3,296 3.70%
Interest bearing deposits:
NOW and money market accounts 98,300 100,199 (1,899) -1.90%
Savings accounts 24,973 21,138 3,835 18.14%
Time deposits:
Under $100,000 80,220 85,564 (5,344) -6.25%
$100,000 and over 144,765 128,086 16,679 13.02%
----------------------------------------------------------
Total interest bearing deposits 348,258 334,987 13,271 3.96%
----------------------------------------------------------
Total deposits $440,554 $423,987 $16,567 3.91%
==========================================================
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 $13.3 million or 4.0% between December 31, 2002 and June 30, 2003, and noninterest-bearing deposits increased $3.3 million or 3.7% 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 67.0% and 69.4% of the total deposit portfolio at June 30, 2003 and December 31, 2002, respectively.
On a year-to-date average (refer to Table 1), the Company experienced an increase of $47.6 million or 12.4% in total deposits between the six month periods ended June 30, 2002 and June 30, 2003. Between these two periods, average interest-bearing deposits increased $35.7 million or 11.6%, while total noninterest-bearing checking increased $11.9 million or 15.8% on a year-to-date average basis.
19
In conjunction with a recent regulatory examination, a question was raised concerning the Bank's accounting treatment for certain Certificates of Deposit included in total deposits and, Investment Certificates of Deposit classified as interest-bearing assets in other banks, included in total assets. At June 30, 2003, the, Investment Certificates of Deposit classified as interest-bearing assets in other banks totaled $9.6 million, and the Certificates of Deposit included in total deposits totaled $12.2 million. Management believes the accounting treatment is in accordance with GAAP.
Short-Term Borrowings
The Company has the ability to obtain borrowed funds consisting of federal funds purchased, securities sold under agreements to repurchase (“repurchase agreements”) and Federal Home Loan Bank (“FHLB”) advances as alternatives to retail deposit funds. The Company has established collateralized and uncollateralized lines of credit with several correspondent banks, as well as a securities dealer, for the purpose of obtaining borrowed funds as needed. The Company may continue to borrow funds in the future as part of its asset/liability strategy, and may use these funds to acquire certain other assets as deemed appropriate by management for investment purposes and to better utilize the capital resources of the Bank. Federal funds purchased represent temporary overnight borrowings from correspondent banks and are generally unsecured. Repurchase agreements are collateralized by mortgage backed securities and securities of U.S. Government agencies, and generally have maturities of one to six months, but may have longer maturities if deemed appropriate as part of the Company’s asset/liability management strategy. FHLB advances are collateralized by all of the Company’s stock in the FHLB, securities, and certain qualifying mortgage loans. In addition, the Company has the ability to obtain borrowings from the Federal Reserve Bank of San Francisco, which would be collateralized by certain pledged loans in the Company’s loan portfolio. The lines of credit are subject to periodic review of the Company’s financial statements by the grantors of the credit lines. Lines of credit may be modified or revoked at any time if the grantors feel there are adverse trends in the Company’s financial position.
The Company had collateralized and uncollateralized lines of credit aggregating $140.8 million, as well as FHLB lines of credit totaling $33.5 million at June 30, 2003. 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 June 30, 2003, the Company had advances on the FHLB line of credit totaling $9.0 million. The Company had collateralized and uncollateralized lines of credit aggregating $157.5 million, as well as FHLB lines of credit totaling $36.7 million at December 31, 2002. The Company had FHLB advances of $35.4 million outstanding at December 31, 2002.
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 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 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’s methodology for assessing the adequacy of the allowance for credit losses consists of several key elements, which include:
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In addition, the allowance analysis also incorporates the results of measuring impaired loans as provided in:
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 collectability 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 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 six months of 2003, 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 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.
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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 June 30, 2003 and 2002, the Company's recorded investment in loans for which impairment has been recognized totaled $19.6 million and $8.2 million, respectively. Included in total impaired loans at June 30, 2003, is $7.7 million of impaired loans for which the related specific allowance is $630,000, as well as $11.9 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 June 30, 2002 included $2.6 million of impaired loans for which the related specific allowance is $855,000, as well as $5.6 million of impaired loans that as a result of write-downs or the fair value of the collateral, did not have a specific allowance. The average recorded investment in impaired loans was $17.3 million during the first six months of 2003 and $9.5 million during the first six months of 2002. 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 six months ended June 30, 2003 and year ended December 31, 2002, the Company recognized $4,000 and $3,000 on such loans, respectively. For the six months ended June 30, 2002, the Company recognized no income on such loans.
Other factors that continue to gain management’s attention are competition in the Company’s market area and economic conditions, which may ultimately affect the risk assessment of the portfolio. The Company has experienced increased competition from major banks, local independents and non-bank institutions creating pressure on loan pricing. In an effort to avoid recession, the Federal Reserve reduced interest rates an unprecedented 475 basis points during 2001, 50 basis points during November of 2002, and an additional 25 basis points during June 2003. With interest rates at historical lows, the economic recovery has been slow in coming, with increasing energy costs, declining consumer confidence, State budget deficits, and job layoffs at major corporations across the country. With events since the World Trade Center disaster, and expanding conflict in the Middle East, it is difficult to determine what continued impact these changes will have on consumer confidence and the domestic economy or whether the Federal Reserve will continue to adjust interest rates in an effort to control the economy. It is likely that the business environment in California will continue to be influenced by these domestic as well as global events, although the overall economy of California has generally improved over the past several years. San Francisco, the Silicon Valley, and adjacent areas continue to feel the effect of the high-tech decline as occupancy rates drop, along with rental rates of available commercial office space. Occupancy rates for commercial real estate in other parts of the state may also suffer as a result of the drag on the economy. The local economy has been impacted to some degree over the past several years by such things as decreased exports and adverse weather patterns, which has increased worries about the future economic trends in the state. Local unemployment rates, as well as foreclosures in Fresno and Madera counties have increased during the past several years and persist to the current time. Despite the Central Valley's traditionally high unemployment, it is Management’s belief 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 seeks to control what it perceives as a potential recession in the economy. Management recognizes increased risk of loss due to the Company's exposure from local and worldwide economic conditions, as well as soft real estate markets, and takes these factors into consideration when analyzing the adequacy of the allowance for credit losses.
22
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 6. Allowance for Credit Losses - Summary of Activity (unaudited)
June 30, June 30,
(In thousands) 2003 2002
- --------------------------------------------------------------------------------------------------
Total loans outstanding at end of period before
Deducting allowances for credit losses $349,268 $353,371
====================================
Average net loans outstanding during period 351,763 339,678
====================================
Balance of allowance at beginning of period 5,556 4,457
Loans charged off:
Real estate 0 0
Commercial and industrial (1,007) (18)
Lease financing (22) (67)
Installment and other (12) (19)
------------------------------------
Total loans charged off (1,041) (104)
Recoveries of loans previously charged off:
Real estate 0 0
Commercial and industrial 22 15
Lease financing 22 1
Installment and other 0 1
------------------------------------
Total loan recoveries 44 17
------------------------------------
Net loans charged off (997) (87)
Provision charged to operating expense 501 865
Balance of allowance for credit losses
at end of period $5,060 $5,235
====================================
Net loan charge-offs to total average loans (annualized) 0.57% 0.05%
Net loan charge-offs to loans at end of period (annualized) 0.58% 0.05%
Allowance for credit losses to total loans at end of period 1.45% 1.48%
Net loan charge-offs to allowance
for credit losses (annualized) 39.73% 3.35%
Net loan charge-offs to provision
for credit losses (annualized) 199.00% 10.06%
Management believes that the 1.45% credit loss allowance at June 30, 2003 is adequate to absorb known and inherent risks in the loan portfolio. No assurance can be given, however, that the 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 collectability 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 collectability 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 7. Nonperforming Assets
June 30, December 31,
(In thousands except footnote) 2003 2002
- ------------------------------------------------------------------------------------
Nonaccrual Loans (1) $20,022 $15,432
Restructured Loans 14 0
-------------------------------------
Total nonperforming loans 20,036 15,432
Other real estate owned 2,994 9,685
-------------------------------------
Total nonperforming assets $23,030 $25,117
=====================================
Loans past due 90 days or more, still accruing $0 $0
=====================================
Nonperforming loans to total gross loans 5.73% 4.42%
=====================================
Nonperforming assets to total gross loans 6.59% 7.20%
=====================================
(1) Included in nonaccrual loans at December 31, 2002, are restructured loans totaling $21,400.
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Five lending relationships make up nearly $17.2 million of the $20.0 million in nonperforming loans reported at June, 30, 2003. All five relationships are considered impaired under FAS 114. In addition, $11.4 million or 56.8% of total nonperforming loans are secured by real estate.
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.
Other real estate owned through foreclosure has been reduced significantly during 2003 as the result of both sales, and transfers of properties for other uses. One property totaling more than $5.0 million was sold during the first quarter of 2003, while two additional properties totaling more than $2.7 million were transferred to bank premises during the second quarter of 2003. Those two properties transferred will be used in the Company’s ongoing operations (see Note 4 to the Company’s financial statements).
Except for the loans included in the above table, or those otherwise included in the impaired loan totals, there were no loans at June 30, 2003 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 68.5% of the Company’s loan portfolio at June 30, 2003. This does not preclude the Company from selling assets such as investment securities to fund liquidity needs but, with favorable borrowing rates, the 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 June 30, 2003, the Bank had 67.2% of total assets in the loan portfolio and a loan to deposit ratio of 79.2%. Liquid assets at June 30, 2003 include cash and cash equivalents totaling $29.9 million as compared to $31.5 million at December 31, 2002. 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 $174.3 million at June 30, 2003.
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 six months ended June 30, 2003, dividends paid by the Bank to the parent company totaled $1.9 million dollars. As a bank holding company formed under the Bank Holding Act of 1956, United Security Bancshares is to provide a source of financial strength for its subsidiary bank(s). To help provide financial strength, United Security Bancshares’ trust subsidiary, United Security Bancshares Capital Trust I, completed a $15 million offering in Trust Preferred Securities during July 2001, the proceeds of which were used to purchase Junior Subordinated Debentures of the Company. Of the $14.5 million in net proceeds received by the Company, $13.7 million was used to enhance the liquidity and capital positions of the Bank.
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Regulatory Matters
Capital Adequacy
Capital adequacy for bank holding companies and their subsidiary banks has become increasingly important in recent years. Continued deregulation of the banking industry since the 1980's has resulted in, among other things, a broadening of business activities beyond that of traditional banking products and services. Because of this volatility within the banking and financial services industry, regulatory agencies have increased their focus upon ensuring that banking institutions meet certain capital requirements as a means of protecting depositors and investors against such volatility.
During July 2001, the Company completed an offering of Trust Preferred Securities in an aggregate amount of $15.0 million to enhance its regulatory base, while providing additional liquidity. Subsequent to the completion of the offering, the Company contributed $13.7 million of that offering to the Bank to enhance its capital position. Under applicable regulatory guidelines, the Trust Preferred Securities qualify as Tier I capital up to a maximum of 25% of Tier I capital. Any additional portion will qualify as Tier 2 capital. As shareholders’ equity increases the amount of Tier I capital that can be comprised of Trust Preferred Securities will increase.
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 June 30, 2003 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 14.02% 13.47% 10.00%
Tier 1 capital to risk-weighted assets 12.50% 12.29% 6.00%
Leverage ratio 10.71% 10.53% 5.00%
As is indicated by the above table, the Company and the Bank exceeded all applicable regulatory capital guidelines at June 30, 2003. Management believes that, under the current regulations, both will continue to meet their minimum capital requirements in the foreseeable future.
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Dividends
Dividends paid to shareholders by the Company are subject to restrictions set forth in the California General Corporation Law. The California General Corporation Law provides that a corporation may make a distribution to its shareholders if retained earnings immediately prior to the dividend payout are at least equal the amount of the proposed distribution. 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 six months of 2003, the Company has received $1.9 million in cash dividends from the Bank, from which the Company paid $1.5 million in dividends to shareholders.
The Bank as a state-chartered bank is subject to dividend restrictions set forth in California state banking law, and administered by the California Commissioner of Financial Institutions (“Commissioner”). Under such restrictions, the Bank may not pay cash dividends in an amount which exceeds the lesser of the retained earnings of the Bank or the Bank’s net income for the last three fiscal years (less the amount of distributions to shareholders during that period of time). If the above test is not met, cash dividends may only be paid with the prior approval of the Commissioner, in an amount not exceeding the Bank’s net income for its last fiscal year or the amount of its net income for the current fiscal year. This is not the case with the Bank. Year-to-date dividends of $1.9 million paid to the Company through June 30, 2003 were well within the maximum allowed under those regulatory guidelines, without approval of the Commissioner.
Reserve Balances
The Bank is required to maintain average reserve balances with the Federal Reserve Bank. At June 30, 2003 the Bank's qualifying balance with the Federal Reserve was approximately $6.8 million, consisting of vault cash and balances.
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Item 3. Quantitative and Qualitative Disclosures about Market Risk
Interest Rate Sensitivity and Market Risk
An interest rate-sensitive asset or liability is one that, within a defined time period, either matures or is subject to interest rate adjustments as market rates of interest change. Interest rate sensitivity is the measure of the volatility of earnings from movements in market rates of interest, which is generally reflected in interest rate spread. As interest rates change in the market place, yields earned on assets do not necessarily move in tandem with interest rates paid on liabilities. Interest rate sensitivity is related to liquidity in that each is affected by maturing assets and sources of funds. Interest rate sensitivity is also affected by assets and liabilities with interest rates that are subject to change prior to maturity.
The object of interest rate sensitivity management is to minimize the impact on earnings from interest rate changes in the marketplace. In recent years, deregulation, causing liabilities to become more interest rate sensitive, combined with interest rate volatility in the capital markets, has placed additional emphasis on this principal. When management decides to maintain repricing imbalances, it usually does so on the basis of a well- conceived strategy designed to ensure that the risk is not excessive and that liquidity is properly maintained. The Company's interest rate risk management is the responsibility of the Asset/Liability Management Committee (ALCO) which reports to the Board of Directors on a periodic basis, pursuant to established operating policies and procedures.
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 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 notional value of $24.9 million and a duration of approximately 3.5 years. As of June 30, 2003, the maximum length of time over which the Company is hedging its exposure to the variability of future cash flows is approximately five years. As of June 30, 2003, the loss amounts in accumulated other comprehensive income associated with these cash flows totaled $37,000 (net of tax benefit of $25,000). During the six months ended June 30, 2003, $9,000 (net of tax of $6,000) was reclassified from other accumulated comprehensive income into earnings.
Interest rate risk can be measured through various methods including Gap, duration and market value analysis as well as income simulation models. The Company employs each of these methods and refines these processes to make the most accurate measurements possible. The information provided by these calculations is the basis for management decisions in managing interest rate risk.
From the “Gap” report below, the Company is apparently subject to interest rate risk to the extent that its liabilities have the potential to reprice more quickly than its assets within the next year. At June 30, 2003, the Company had a cumulative 12-month Gap of -$8.9 million or -2.0% of total earning assets. Management believes the Gap analysis shown below is not entirely indicative of the Company’s actual interest rate sensitivity, because certain interest-sensitive liabilities would not reprice to the same degree as interest-sensitive assets. For example, if the prime rate were to change by 50 basis points, the floating rate loans included in the $206.7 million immediately adjustable category would change by the full 50 basis points. Interest bearing checking and savings accounts which are also included in the immediately adjustable column probably would move only a portion of the 50 basis point rate change and, in fact, might not even move at all. In addition, many of the floating rate time deposits are at their floors, or have repricing rates below their current floors, which means that they might act as fixed-rate instruments in either a rising or a declining rate environment (although there are only about $4.1 million of these floating-rate time deposits at June 30, 2003). The effects of market value risk have been mitigated to some degree by the makeup of the Bank's balance sheet. Loans are generally short-term or are floating-rate instruments. At June 30, 2003, $269.9 million or 81.9% of the loan portfolio matures or reprices within one year, and only 0.8% of the portfolio matures or reprices in more than 5 years. Total investment securities including call options and prepayment assumptions, have a combined duration of approximately 3.5 years. Nearly $337.6 million or 90.6% of interest-bearing liabilities mature or can be repriced within the next 12 months, even though the rate elasticity of deposits with no defined maturities may not necessarily be the same as interest-earning assets.
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The following table sets forth the Company's Gap, or estimated interest rate sensitivity profile based on ending balances as of June 30, 2003, representing the interval of time before earning assets and interest-bearing liabilities may respond to changes in market rates of interest. Assets and liabilities are categorized by remaining interest rate maturities rather than by principal maturities of obligations.
Table 8. Maturities and Interest Rate Sensitivity (Unaudited)
June 30, 2003
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After Three After One
Next Day But Months Year But After
Within Three Within 12 Within Five Five
(In thousands) Immediately Months Months Years Years Total
- -------------------------------------------------------------------------------------------------------------------
Interest Rate Sensitivity Gap:
Loans (1) $206,690 $35,448 $27,720 $57,209 $2,617 $329,684
Investment securities 30,136 7,143 49,379 13,255 99,913
Interest-bearing deposits in
other banks 6,279 3,165 198 9,642
Federal funds sold and reverse repos 12,090 12,090
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Total earning assets $218,780 $71,863 $38,028 $106,786 $15,872 $451,329
============================================================================
Interest-bearing
transaction accounts $98,300 $98,300
Savings accounts 24,973 24,973
Time deposits (2) 4,139 103,170 82,538 35,126 12 224,985
Federal funds purchased/other
borrowings 482 9,000 9,482
Trust Preferred securities 15,000 15,000
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Total interest-bearing liabilties $127,894 $103,170 $106,538 $35,126 $12 $372,740
============================================================================
Interest rate sensitivity gap $90,886 $(31,307) $(68,510) $71,660 $15,860 $78,589
Cumulative gap $90,886 $59,579 $(8,931) $62,729 $78,589
Cumulative gap percentage to
total earning assets 20.1% 13.2% -2.0% 13.9% 17.4%
(1) Loan balance does not include nonaccrual loans of $20.022 million.
(2) See above for discussion of the impact of floating rate CD's.
The Company utilizes a vendor-purchased simulation model to analyze net interest income sensitivity to movements in interest rates. The simulation model projects net interest income based on both a 100 and 200 basis point rise and a 100 and 200 basis point fall in interest rates ramped over a twelve month period, with net interest impacts projected out as far as twenty four months. The model is based on the actual maturity and repricing characteristics of the Company's interest-sensitive assets and liabilities. The model incorporates assumptions regarding the impact of changing interest rates on the prepayment of certain assets and liabilities. Projected net interest income is calculated assuming customers will reinvest maturing deposit accounts and the Company will originate a certain amount of new loans. The balance sheet growth assumptions utilized correspond closely to the Company's strategic growth plans and annual budget. Excess cash is invested in overnight funds or other short-term investments such as U.S. Treasuries. Cash shortfalls are covered through additional borrowing of overnight or short-term funds. 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 June 30, 2003, the resultant projected impact on net interest income falls within policy limits set by the Board of Directors for all rate scenarios run.
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The Company also utilizes the same vendor-purchased simulation model to project the impact of changes in interest rates on the underlying market value of all the Company's assets, liabilities, and off-balance sheet accounts under alternative interest rate scenarios. The resultant net value, as impacted under each projected interest rate scenario, is referred to as the market value of equity ("MV of Equity"). This technique captures the interest rate risk of the Company's business mix across all maturities. The market analysis is performed using an immediate rate shock of 200 basis points up and down calculating the present value of expected cash flows under each rate environment at applicable discount rates. The market value of loans is calculated by discounting the expected future cash flows over either the term to maturity for fixed rate loans or scheduled repricing for floating rate loans using the current rate at which similar loans would be made to borrowers with similar credit ratings. The market value of investment securities is based on quoted market prices obtained from reliable independent brokers. The market value of time deposits is calculated by discounting the expected cash flows using current rates for similar instruments of comparable maturities. The market value of deposits with no defined maturites, including interest-bearing checking, money market and savings accounts is calculated by discounting the expected cash flows at a rate equal to the difference between the cost of these deposits and the alternate use of the funds, federal funds in this case. Assumed maturities for these deposits are estimated using decay analysis and are generally assumed to have implied maturities of less than five years. For noninterest sensitive assets and liabilities, the market value is equal to their carrying value amounts at the reporting date. 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 June 30, 2003 and December 31, 2002 ($ 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 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.
June 30, 2003 December 31,2002
-----------------------------------------------------------------------------------
Estimated Change in Change in Estimated Change in Change in
Change in MV MV MV MV MV MV
Rates of Equity of Equity $ of Equity $ of Equity of Equity $ of Equity %
- -----------------------------------------------------------------------------------------------------
+ 200 BP $43,026 $(1,709) -3.82 $43,084 $1,628 3.93%
+ 100 BP 44,276 (459) -1.03% 42,692 1,236 2.98%
0 BP 44,735 0 0.00% 41,456 0 0.00%
- 100 BP 43,503 (1,232) -2.75% 39,709 (1,747) -4.22%
- 200 BP 45,678 943 2.11% 42,903 1,447 3.49%
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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 June 30, 2003, 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.
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PART II. OTHER INFORMATION
Item 1. Not applicable
Item 2. Not applicable
Item 3. Not applicable
Item 4.
The Company’s Annual Shareholder’s Meeting was held on Wednesday May 21, 2003 in Fresno, California. The shareholders were asked to vote on the election of eight nominees to serve on the Company’s Board of Directors. Such Directors nominate for election will serve on the Board until the 2004 annual meeting of shareholders and until their successors are elected and have been qualified. Votes regarding the election of Directors were as follows:
Director Nominee Votes For Votes Withheld
------------------------------------ --------------------------- ----------------------
Robert G. Bitter, Pharm. D. 3,927,879 607
Stanley J. Cavalla 3,928,090 396
Tom Ellithorpe 3,928,090 396
Ronnie D. Miller 3,927,879 607
Walter Reinhard 3,928,090 396
John Terzian 3,926,890 1,596
Bobbi Thomason 3,928,090 396
Dennis R. Woods 3,922,090 6,396
Item 5. Not applicable
Item 6. Exhibits and Reports on Form 8-K:
| 31.1 | Certification of the Chief Executive Officer of United Security Bancshares pursuant to Section 302 of the Sarbannes-Oxley Act of 2002 | |
| 31.2 | Certification of the Chief Financial Officer of United Security Bancshares pursuant to Section 302 of the Sarbannes-Oxley Act of 2002 | |
| 32.1 | Certification of the Chief Executive Officer of United Security Bancshares pursuant to Section 906 of the Sarbannes-Oxley Act of 2002 | |
| 32.2 | Certification of the Chief Financial Officer of United Security Bancshares pursuant to Section 906 of the Sarbannes-Oxley Act of 2002 |
(b) Reports on Form 8-K:
During the quarter ended June 30, 2003, the Company filed the following current reports on Form 8-K:
1) June 25, 2003 (containing a press release declaring a regular quarterly cash dividend), and 2) April 25, 2003 (containing a press release reporting the financial results for the period ended June 30, 2003).
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Signatures
Pursuant to the requirements of Section 13 or 15(d) 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: Augyst 13, 2003 | /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 |
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