false000113754700011375472023-10-302023-10-30

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

October 18, 2024
Date of Report (Date of earliest event reported)

UNITED SECURITY BANCSHARES
(Exact Name of Registrant as Specified in its Charter)

California
(State or Other Jurisdiction of Incorporation)
000-32987 91-2112732
(Commission File Number) (I.R.S. Employer Identification No.)
   
2126 Inyo Street, Fresno, California
 93721
(Address of principal executive offices) (Zip Code)
559-490-6261
(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, no par value
UBFO
NASDAQ
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐ 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ 





ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On October 18, 2024, the Company issued a press release announcing results for the quarter and nine months ended September 30, 2024 (the “Press Release”). A copy of the Press Release is furnished as Exhibit 99.1 and incorporated herein by reference. The Press Release contains the non-GAAP measure Core Net Income. The Company believes that the presentation of that non-GAAP measure provides useful information for the understanding of its ongoing operations and, thereby, enhances an investor’s overall understanding of the Company’s current financial performance relative to past performance and provides, along with the nearest GAAP measures, a baseline for modeling future expectations. The non-GAAP measure is reconciled to the comparable GAAP financial measure in the financial tables within the Press Release. The Company cautions that the non-GAAP measure should be considered in addition to, but not as a substitute for, the Company’s reported GAAP results. Additionally, the Company notes that there can be no assurance that the above referenced non-GAAP financial measure is comparable to similarly titled financial measures used by other companies.

The information in Item 2.02 of this Current Report on Form 8-K and the Press Release attached hereto as Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.


ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d)    Exhibits.

EXHIBIT #

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
United Security Bancshares
Date:October 18, 2024By: /s/ David A. Kinross
David A. Kinross
Senior Vice President and Chief Financial Officer





United Security Bancshares Reports 3rd Quarter Financial Results

FRESNO, CA - October 18, 2024. United Security Bancshares (Nasdaq: UBFO) today announced its unaudited financial results for the quarter and nine months ended September 30, 2024. The Company reported net income of $3.8 million, or $0.22 per basic and diluted share, for the quarter ended September 30, 2024, compared to $3.9 million, or $0.22 per basic and diluted share, for the quarter ended September 30, 2023.

Third Quarter 2024 Highlights (as of, or for, the quarter ended September 30, 2024, except where noted):
▪Net interest margin increased to 4.20% for the quarter ended September 30, 2024, compared to 4.09% for the quarter ended September 30, 2023.
▪Annualized average cost of deposits was 1.18% for the quarter ended September 30, 2024, compared to 0.71% for the quarter ended September 30, 2023.
▪Annualized average cost of funds, including short-term borrowings, was 1.38% for the quarter ended September 30, 2024, compared to 1.13% for the quarter ended September 30, 2023.
▪Net income for the quarter decreased 0.62% to $3.8 million, compared to $3.9 million for the quarter ended September 30, 2023.
▪Interest and fees on loans increased 4.64% to $14.4 million, as a result of increases in interest rates despite a decrease in average loan balances, compared to $13.8 million for the third quarter of 2023.
▪Interest expense increased 15.7% to $3.9 million, as a result of increases in short-term borrowing costs and interest expense on purchased brokered deposits, compared to $3.4 million for the third quarter of 2023.
▪The total fair value of the junior subordinated debentures (TRUPs) increased by $65,000 during the quarter ended September 30, 2024. A gain of $661,000 was recorded through the income statement and a loss of $596,000 was recorded through accumulated other comprehensive income. For the quarter ended September 30, 2023, the net $234,000 fair value loss was separately presented as a $811,000 loss recorded through the income statement and a $576,000 gain recorded through accumulated other comprehensive income.
▪The Company recorded a provision for credit losses of $1.6 million for the quarter ended September 30, 2024. There was no provision recorded for the quarter ended September 30, 2023.
▪Net interest income before the provision for credit losses decreased 0.91% to $11.8 million, compared to $11.9 million for the quarter ended September 30, 2023.
▪Annualized return on average assets (ROAA) increased to 1.24%, compared to 1.21% for the quarter ended September 30, 2023.
▪Annualized return on average equity (ROAE) decreased to 11.63%, compared to 13.06% for the quarter ended September 30, 2023.
▪The Company had remaining available secured lines of credit of $604.4 million, available unsecured lines of credit of $86.0 million, unpledged investment securities of $82.7 million, and cash and cash equivalents of $47.9 million as of September 30, 2024. Short-term borrowings totaled $34.0 million at September 30, 2024, compared to $62.0 million at December 31, 2023.
▪Total loans, net of unearned fees, increased 5.99% to $975.2 million, compared to $920.0 million at December 31, 2023.
▪Total investments decreased 8.55% to $168.8 million, compared to $184.6 million at December 31, 2023.
▪Total deposits increased 6.0% to $1.07 billion, compared to $1.00 billion at December 31, 2023.
▪Net charge-offs totaled $633,000 for the quarter ended September 30, 2024, compared to $467,000 for the quarter ended September 30, 2023.
▪The allowance for credit losses as a percentage of gross loans decreased to 1.69%, compared to 1.70% at December 31, 2023.
▪Book value per share increased to $7.67, compared to $7.14 at December 31, 2023.
▪The Company’s capital position remains well-capitalized with a 12.44% Tier 1 Leverage Ratio compared to 11.82% as of December 31, 2023.

Dennis Woods, President and Chief Executive Officer, commented, “We are very pleased with our third-quarter performance. Our lending team’s commitment to delivering exceptional service to our loyal customers was a key driver of the $55.3 million loan growth since the beginning of the year. We’re particularly proud of our 4.20% net interest margin, especially in light of the increasing deposit pricing pressures from competitors in our market. A significant contributor to this margin is our student loan portfolio, which has yielded 6.44% year-to-date, even after accounting for charge-offs. While the growth in our loan portfolio and the student loan charge-offs necessitated a larger provision for credit losses this quarter, we remain confident in the strength of our credit quality.”
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Provided at the end of this press release is a reconciliation of Core Net Income, as a non-GAAP measure, to Net Income. This reconciliation excludes Non-Core items such as the Fair Value Adjustment for TRUPs. Management believes that financial results are more comparative excluding the impact of such non-core items.

Results of Operations

Quarter Ended September 30, 2024:

For the quarter ended September 30, 2024, the Company reported net income of $3.8 million and earnings per basic and diluted share of $0.22, compared to net income of $3.9 million and $0.22 per basic and diluted share for the quarter ended September 30, 2023. Net income for the quarter ended June 30, 2024, was $4.3 million and $0.25 per basic and diluted share. Net income for the quarter ended September 30, 2024, decreased 0.6% when compared to the quarter ended September 30, 2023. The decrease is primarily the result of an increase of $1.2 million in deposit interest expense and a credit loss provision of $1.6 million, partially offset by a decrease of $687,000 in short-term borrowing expense, an increase of $638,000 in loan and fee income, and a change of $1.5 million on the fair value of junior subordinated debentures (TRUPs). ROAE for the quarter ended September 30, 2024, was 11.63%, compared to 13.06% for the quarter ended September 30, 2023. ROAA was 1.24% for the quarter ended September 30, 2024, compared to 1.21% for the quarter ended September 30, 2023.

The annualized average cost of deposits was 1.18% for the quarter ended September 30, 2024, compared to 0.71% for the quarter ended September 30, 2023. Average interest-bearing deposits increased 13.3% between the periods ended September 30, 2023, and 2024, from $598.7 million to $678.3 million, respectively. Included in the increase in interest-bearing deposits are purchased brokered deposits with an average balance of $84.8 million for the quarter ended September 30, 2024. The Bank held no brokered deposits during the quarter ended September 30, 2023. The annualized average cost of funds was 1.38% for the quarter ended September 30, 2024, compared to 1.13% for the quarter ended September 30, 2023. The increase was due to an increase in yields on deposits, partially due to the purchase of brokered deposits, and short-term borrowings.

Net interest income, before the provision for credit losses, was $11.8 million for the quarter ended September 30, 2024, representing a $109,000, or 0.9%, decrease from the $11.9 million reported at September 30, 2023. The decrease in net interest income was driven by increases in interest expense on deposits, offset by decreases in interest expense on short-term borrowings and increases in loan-interest income. The Company’s net interest margin of 4.20% for the quarter ended September 30, 2024, increased from 4.09% for the quarter ended September 30, 2023. The increase in the net interest margin is due to increases in yields on loans and investment securities, partially offset by increases in yields on interest-bearing deposits and short-term borrowings. Net interest income for the quarter ended September 30, 2024, before the provision for credit losses, increased $290,000 from the $11.5 million reported during the quarter ended June 30, 2024. This was primarily due to increases in loan and fee income and decreases in short-term borrowing expenses, partially offset by increases in interest expense on deposits.

Noninterest income for the quarter ended September 30, 2024, totaled $2.0 million, an increase of $1.9 million from the $114,000 in non-interest income reported for the quarter ended September 30, 2023. The increase is primarily attributed to a gain of $661,000 recorded on the fair value of junior subordinated debentures for the quarter ended September 30, 2024, compared to a recorded loss of $811,000 for the quarter ended September 30, 2023. Noninterest income increased $506,000 from the $1.5 million reported for the quarter ended June 30, 2024. This was primarily due to a gain of $661,000 on the fair value of junior subordinated debentures for the quarter ended September 30, 2024, compared to a loss of $225,000 for the quarter ended June 30, 2024.

Noninterest expense for the quarter ended September 30, 2024, totaled $7.1 million, reflecting a $517,000 increase over the $6.6 million reported for the quarter ended September 30, 2023, and a $169,000 increase from the $7.0 million reported from the quarter ended June 30, 2024. The increase between the quarters ended September 30, 2024, and 2023, resulted partially from increases of $263,000 in data processing expenses and $150,000 in salaries and employee benefit expenses.

The efficiency ratio for the quarter ended September 30, 2024, decreased to 52.47%, compared to 54.63% for the quarter ended September 30, 2023. This amelioration was due to a combination of an increase in noninterest income resulting from a gain on junior subordinated debentures offset by increased noninterest expenses.

The Company recorded an income tax provision of $1.3 million for the quarter ended September 30, 2024, compared to $1.6 million for the quarter ended September 30, 2023, and $1.8 million for the quarter ended June 30, 2024. The effective tax rate for the quarter ended September 30, 2024, was 25.43%, compared to 28.8% and 28.9% for the quarters ended September 30, 2023, and June 30, 2024, respectively.

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Nine months ended September 30, 2024:

Net income for the nine months ended September 30, 2024, decreased 14.6% to $12.3 million, compared to net income of $14.4 million for the nine months ended September 30, 2023. The decrease is primarily the result of a $1.4 million increase in interest expense on short-term borrowings, a $1.5 million increase in interest expense on deposits, and a $1.2 million increase in the provision for credit losses, partially offset by an increase of $634,000 in interest income, a $694,000 change in the fair value of junior subordinated debentures (TRUPS), a $1.1 million decrease in the provision for income taxes, and a gain of $573,000 recorded on proceeds from life insurance. ROAE for the nine months ended September 30, 2024, was 12.95%, compared to 16.64% for the nine months ended September 30, 2023. ROAA was 1.36% for the nine months ended September 30, 2024, compared to 1.52% for the nine months ended September 30, 2023. Both ratios were impacted by the decrease in net income in 2024 compared to 2023.

The annualized average cost of deposits was 0.91% for the nine months ended September 30, 2024, compared to 0.63% for the nine months ended September 30, 2023. Average interest-bearing deposits decreased 5.9% between the periods ended September 30, 2023, and 2024, from $664.1 million to $624.7 million, respectively. The annualized average cost of funds was 1.25% for the nine months ended September 30, 2024, compared to 0.83% for the nine months ended September 30, 2023. The increase was primarily due to increases in rates paid on deposits and short-term borrowings.

Net interest income before the provision for credit losses for the nine months ended September 30, 2024, totaled $35.0 million, a decrease of $2.3 million, or 0.91%, from the $37.4 million reported for the same period ended September 30, 2023. The Company’s net interest margin of 4.27% for the nine months ended September 30, 2024, decreased from 4.32% for the nine months ended September 30, 2023. The decrease in the net interest margin is due to increases in average deposit costs and short-term borrowing costs and was partially offset by increases in yields on investment securities and loans. Loan yields increased from 5.70% to 6.01% between the two periods while the cost of interest-bearing liabilities increased from 1.40% to 1.97% between the two periods.

Noninterest income for the nine months ended September 30, 2024, totaled $4.6 million, an increase of $2.0 million when compared to the $2.6 million reported for the nine months ended September 30, 2023. This increase resulted primarily from a gain of $573,000 recorded on proceeds from life insurance and a $694,000 change in the fair value of TRUPs. For the nine months ended September 30, 2024, a gain on the fair value of TRUPs of $141,000 was recorded, compared to a loss of $553,000 for the same period in 2023. The change in the fair value of TRUPs reflected in noninterest income was caused by fluctuations in the Secured Overnight Financing Rate (SOFR) yield curve. Other noninterest income increased $421,000 between the two periods.

For the nine months ended September 30, 2024, noninterest expense totaled $20.8 million, an increase of $1.8 million compared to $19.1 million for the nine months ended September 30, 2023. On a year-over-year comparative basis, noninterest expense increased due to increases of $895,000 in professional fees and $477,000 in salaries and employee benefits. Professional fees increased primarily due to increases in service contract expense related to information technology services. Salaries and employee benefits expense increased due to increases in salaries, group insurance expense, and stock compensation expense.

The efficiency ratio for the nine months ended September 30, 2024, increased to 52.96%, compared to 47.66% for the nine months ended September 30, 2023. This deterioration was due to a combination of a decrease in net interest income resulting from increased short-term borrowing and deposit expenses and an increase in noninterest expense.

The Company recorded an income tax provision of $4.8 million for the nine months ended September 30, 2024, compared to $5.9 million for the same period in 2023. The effective tax rate for the nine months ended September 30, 2024, was 27.9%, compared to 29.0% for the nine months ended September 30, 2023.

Balance Sheet Review

Total assets increased $44.3 million, or 3.7%, between December 31, 2023, and September 30, 2024. Gross loan balances increased $55.3 million, investment securities decreased $15.8 million, and total cash and cash equivalents increased $7.1 million. Increases in gross loans included increases of $41.2 million in real estate mortgage loans, $16.8 million in agricultural loans, and $3.3 million in commercial and industrial loans, and were offset by decreases of $4.3 million in real estate construction and development loans and $1.9 million in installment loans. Declines in the investment portfolio were partially the result of the maturity of $12.5 million in treasury securities, $8.9 million in paydowns, and a $5.8 million decrease in unrealized losses. Unfunded loan commitments decreased from $183.5 million at December 31, 2023, to $131.9 million at September 30, 2024. OREO balances totaled $4.6 million at December 31, 2023, and September 30, 2024.

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Total deposits increased $60.5 million, or 6.0%, to $1.1 billion during the nine months ended September 30, 2024. This was due to increases of $103.7 million in interest-bearing deposits, offset by decreases of $43.1 million in noninterest-bearing deposits. Included in the increase in interest-bearing deposits are $100.0 million in brokered DDA accounts purchased during the second and third quarters of 2024. NOW and money market accounts increased $102.9 million, time deposits increased $10.2 million, and savings accounts decreased $9.5 million. In total, NOW, money market and savings accounts increased 17.7% to $622.9 million at September 30, 2024, compared to $529.4 million at December 31, 2023. Noninterest-bearing deposits decreased 10.7% to $360.1 million at September 30, 2024, compared to $403.2 million at December 31, 2023. Core deposits, which are comprised of noninterest-bearing deposits, NOW, money market, savings accounts, and time deposits less than $250,000, decreased $49.3 million.

Shareholders’ equity at September 30, 2024, totaled $132.9 million, an increase of $10.3 million from the $122.5 million reported at December 31, 2023. The increase in equity was the result of $12.3 million in net income and a decrease of $3.8 million in accumulated other comprehensive loss, partially offset by $6.2 million in dividend payments. At September 30, 2024, accumulated other comprehensive loss totaled $11.2 million, compared to $15.0 million at December 31, 2023. The decrease in accumulated other comprehensive loss was primarily the result of a decrease of $4.1 million in net unrealized losses on investment securities. Changes in unrealized losses on the investment portfolio are attributed to changes in interest rates, not credit quality. The Company does not intend to sell, and it is more likely than not that it will not be required to sell, any securities held at an unrealized loss.

The Board of Directors of United Security Bancshares declared a cash dividend on common stock of $0.12 per share on September 24, 2024. The dividend is payable on October 23, 2024, to shareholders of record as of October 7, 2024, and is included in other liabilities as of September 30, 2024. No assurances can be provided as to the amount and/or declaration and payment of future dividends, if any. The Company continues to be well-capitalized and expects to maintain adequate capital levels.

Credit Quality

The Company recorded a provision for credit losses of $1.8 million for the nine months ended September 30, 2024, compared to a provision of $587,000 for the nine months ended September 30, 2023. The provision recorded during 2024 was primarily driven by charge-offs within the student loan portfolio. Net loan charge-offs totaled $1.2 million for the nine months ended September 30, 2024, compared to $1.4 million for the nine months ended September 30, 2023, and related primarily to student loans for both periods.

The Company’s allowance for credit losses totaled 1.69% of the loan portfolio at September 30, 2024, compared to 1.70% at December 31, 2023. Management considers the allowance for credit losses at September 30, 2024, to be adequate.

Non-performing assets, comprised of nonaccrual loans, loan modifications, other real estate owned through foreclosure (OREO), and loans more than 90 days past due and still accruing interest, increased $974,000 between December 31, 2023, and September 30, 2024, to $17.4 million. As a percentage of total assets, non-performing assets increased from 1.36% at December 31, 2023, to 1.39% at September 30, 2024. The increase in non-performing assets is primarily attributed to an increase of $554,000 in nonaccrual loans, an increase of $368,000 in loans past due more than 90 days and still accruing, and the addition of one loan modification with a balance of $52,000 at September 30, 2024. OREO balances remained at $4.6 million at September 30, 2024 and December 31, 2023.

About United Security Bancshares

United Security Bancshares (NASDAQ: UBFO) is the holding company for United Security Bank, which was founded in 1987. United Security Bank is headquartered in Fresno and operates 13 full-service branch offices in Fresno, Bakersfield, Campbell, Caruthers, Coalinga, Firebaugh, Fowler, Mendota, Oakhurst, San Joaquin, and Taft, California. Additionally, United Security Bank operates Commercial Real Estate Construction, Commercial Lending, and Consumer Lending departments. For more information, please visit www.unitedsecuritybank.com.

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Non-GAAP Financial Measures

This press release and the accompanying financial tables contain a non-GAAP financial measure (net income before non-Core) within the meaning of the Securities and Exchange Commission’s Regulation G. In the accompanying financial table, the Company has provided a reconciliation of this non-GAAP financial measure to the most directly comparable GAAP financial measure. The Company’s management believes that this non-GAAP financial measure provides useful information about the Company’s results of operations and/or financial position to both investors and management. The Company provides this non-GAAP financial measure to investors to assist them in performing their analysis of its historical operating results. The non-GAAP financial measure shows the Company’s operating results before consideration of certain adjustments and, consequently, this non-GAAP financial measure should not be construed as an alternative to net income as an indicator of the Company’s operating performance, as determined in accordance with GAAP. The Company may calculate this non-GAAP financial measure differently than other companies.

Forward-Looking Statements

This press release may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and the Company intends such statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts and often include the words “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” or words of similar meaning, or future or conditional verbs such as “will,” “would,” “should,” “could,” or “may.” Forward-looking statements are based on management’s knowledge and belief as of today and are not guarantees of future performance, nor should they be relied upon as representing management’s views as of any subsequent date. Forward-looking statements are subject to risks and uncertainties and actual results may differ materially from those presented. Factors that might cause such differences, some of which are beyond the Company’s ability to control or predict, include, but are not limited to: (1) adverse developments with respect to U.S. or global economic conditions and other uncertainties, including the impact of supply chain disruptions, inflationary pressures, labor shortages, and global conflict and unrest; (2) the impact of natural disasters, droughts, earthquakes, floods, wildfires, terrorist attacks, health epidemics, and threats of war or actual war, including current military actions involving the Russian Federation and Ukraine and the conflict in the Middle East, which may impact the local economy and/or the condition of real estate collateral; (3) geopolitical and domestic political developments that can increase levels of political and economic unpredictability, contribute to rising energy and commodity prices, and increase the volatility of financial markets; (4) changes in general economic and financial market conditions, either nationally or locally; (5) fiscal policies of the U.S. government, including interest rate policies of the Board of Governors of the Federal Reserve System and the resulting impact on the Company’s interest-rate sensitive assets and liabilities; (6) changes in banking laws or regulations and government policies that could lead to a tightening of credit and/or a requirement that the Company raise additional capital;
(7) increased competition in the Company’s markets, impacting the ability to execute its business plans; (8) continued or increasing competition from other financial institutions, credit unions, and non-bank financial services companies, many of which are subject to different regulations than the Company is, and the Company’s response to competitive pressure; (9) loss of, or inability to attract, key personnel; (10) unanticipated deterioration in the loan portfolio, credit losses, and the sufficiency of the allowance for credit losses; (11) the ability to grow the loan portfolio due to constraints on concentrations of credit; (12) challenges arising from unsuccessful attempts to expand into new geographic markets, products, or services; (13) the impact of technological changes and the ability to develop and maintain secure and reliable electronic systems, including failures in or breaches of the Company’s operational and/or security systems or infrastructure, and the Company's ability to identify and address cyber-security risks such as data security breaches, “denial of service” attacks, “hacking” and identity theft, and other attacks on the Company’s information technology systems or on the third-party vendors who perform functions for the Company; (14) the failure to maintain effective controls over financial reporting; (15) risks related to the sufficiency of liquidity, including the quality and quantity of the Company’s deposits and the ability to attract and retain deposits and other sources of funding and liquidity; (16) adverse developments in the financial services industry generally, such as the bank failures in 2023 and 2024 and any related impact on depositor behavior or investor sentiment; (17) the possibility that the recorded goodwill could become impaired which may have an adverse impact on earnings and capital; (18) asset/liability matching risks; (19) and changes in the accounting policies or procedures.

The Company does not undertake (and expressly disclaims) any obligation to publicly revise or update these forward-looking statements to reflect subsequent events or circumstances except as may be required by law. For a more complete discussion of these risks and uncertainties, see the Company’s Annual Report on Form 10-K, for the year ended December 31, 2023, and particularly the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Readers should carefully review all disclosures the Company files from time to time with the Securities and Exchange Commission.
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United Security Bancshares
Consolidated Balance Sheets (unaudited)
(In thousands, except share data)September 30, 2024December 31, 2023
Assets
Cash and cash equivalents47,915 40,784 
Investment securities (at fair value)
Available-for-sale (AFS) debt securities net of allowance for credit losses of $0 (amortized cost of $182,624 and $204,389, respectively)
165,211 181,266 
Marketable equity securities3,624 3,354 
Total investment securities168,835 184,620 
Loans 976,622 921,341 
Unearned fees and unamortized loan origination costs - net(1,471)(1,299)
Allowance for credit losses(16,523)(15,658)
Net loans958,628 904,384 
Premises and equipment - net8,846 9,098 
Accrued interest receivable8,293 7,928 
Other real estate owned (OREO)4,582 4,582 
Goodwill4,488 4,488 
Deferred tax assets - net12,410 14,055 
Cash surrender value of life insurance - net20,541 21,954 
Investment in limited partnerships3,900 3,200 
Operating lease right-of-use assets3,173 1,338 
Other assets13,765 14,614 
Total assets$1,255,376 $1,211,045 
Liabilities and Shareholders’ Equity
Deposits  
Noninterest-bearing$360,117 $403,225 
Interest-bearing704,904 601,252 
Total deposits1,065,021 1,004,477 
Short-term borrowings34,000 62,000 
Operating lease liabilities3,266 1,437 
Other liabilities8,840 9,376 
Junior subordinated debentures (at fair value)11,393 11,213 
Total liabilities1,122,520 1,088,503 
Shareholders’ Equity
Common stock, no par value; 20,000,000 shares authorized; issued and outstanding: 17,328,124 at September 30, 2024 and 17,167,895 at December 31, 2023
61,041 60,585 
Retained earnings83,035 76,995 
Accumulated other comprehensive loss, net of tax(11,220)(15,038)
Total shareholders’ equity132,856122,542
Total liabilities and shareholders’ equity$1,255,376 $1,211,045 

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United Security Bancshares
Consolidated Statements of Income (unaudited)Three Months EndedNine Months Ended
(In thousands, except share and per-share data)September 30, 2024June 30, 2024September 30, 2023September 30, 2024September 30, 2023
Interest Income:
Interest and fees on loans$14,401 $13,576 $13,763 $41,457 $40,292 
Interest on investment securities1,298 1,3031,491 3,9554,492
Interest on deposits at other banks56 93 74 193 187 
Total interest income15,755 14,972 15,328 45,605 44,971 
Interest Expense:
Interest on deposits3,064 1,857 1,841 6,645 5,128 
Interest on other borrowed funds879 1,593 1,566 3,914 2,475 
Total interest expense3,943 3,450 3,407 10,559 7,603 
Net Interest Income 11,812 11,522 11,921 35,046 37,368 
Provision for Credit Losses1,558 19 — 1,750 587 
Net Interest Income after Provision for Credit Losses10,254 11,503 11,921 33,296 36,781 
Noninterest Income:
Customer service fees719 718 686 2,143 2,187 
Increase in cash surrender value of bank-owned life insurance132 130 102 399 406 
Unrealized gain (loss) on fair value of marketable equity securities224 4 (92)270 (99)
Gain on proceeds from bank-owned life insurance— 573 — 573 — 
Gain (loss) on fair value of junior subordinated debentures661 (225)(811)141 (553)
Gain on sale of assets— — — 11 — 
Other287 317 229 1,054 633 
Total noninterest income2,023 1,517 114 4,591 2,574 
Noninterest Expense:
Salaries and employee benefits3,526 3,390 3,376 10,414 9,937 
Occupancy expense990 884 984 2,731 2,804 
Data processing467 198 204 776 583 
Professional fees1,128 1,511 1,177 3,864 2,969 
Regulatory assessments159 162 169 493 554 
Director fees105 103 106 336 321 
Correspondent bank service charges12 11 20 35 57 
Net cost of operation of OREO37 64 30 89 126 
Other718 650 559 2,111 1,731 
Total noninterest expense7,142 6,973 6,625 20,849 19,082 
Income Before Provision for Taxes5,135 6,047 5,410 17,038 20,273 
Provision for Taxes on Income1,306 1,750 1,557 4,751 5,878 
Net Income$3,829 $4,297 $3,853 $12,287 $14,395 
Net income per common share
Basic$0.22 $0.25 $0.22 $0.72 $0.84 
Diluted$0.22 $0.25 $0.22 $0.72 $0.84 
Weighted average common shares outstanding
Basic17,194,024 17,186,26617,132,080 17,183,75717,103,982
Diluted17,206,391 17,187,26617,140,204 17,186,50217,115,875
7

United Security Bancshares
Average Balances and Rates (unaudited)Three Months EndedNine Months Ended
(In thousands)September 30, 2024June 30, 2024September 30, 2023September 30, 2024September 30, 2023
Average Balances:
Loans (1)$949,207 $910,404 $945,759 $921,454 $944,766 
Investment securities 166,977 165,550 203,516 169,924 207,530 
Interest-bearing deposits in other banks3,896 6,795 5,876 4,634 5,016 
Total interest-earning assets1,120,080 1,082,749 1,155,151 1,096,012 1,157,312 
Allowance for credit losses(15,296)(15,454)(15,817)(15,476)(15,986)
Nonaccrual loans12,053 11,938 13,102 11,995 13,272 
Cash and non-interest-bearing deposits in other banks34,113 33,732 33,172 33,140 35,111 
Other real estate owned4,582 4,582 4,582 4,582 4,582 
Other non-earning assets75,750 77,364 76,454 76,404 76,480 
Total average assets$1,231,282 $1,194,911 $1,266,644 $1,206,657 $1,270,771 
Interest-bearing deposits$678,334 $594,138 $598,737 $624,699 $664,064 
Junior subordinated debentures12,464 12,464 12,464 12,464 12,464 
Short-term borrowings44,704 102,469 99,854 77,417 47,088 
Total interest-bearing liabilities735,502 709,071 711,055 714,580 723,616 
Noninterest-bearing deposits353,944 350,911 423,180 355,599 419,808 
Other liabilities10,907 9,570 15,008 9,721 11,341 
Total liabilities1,100,353 1,069,552 1,149,243 1,079,900 1,154,765 
Total equity130,929 125,359 117,401 126,757 116,006 
Total liabilities and equity$1,231,282 $1,194,911 $1,266,644 $1,206,657 $1,270,771 
Average Rates:
Loans (1)6.04 %6.00 %5.77 %6.01 %5.70 %
Investment securities3.09 %3.17 %2.91 %3.11 %2.89 %
Interest-bearing deposits in other banks5.72 %5.50 %5.00 %5.56 %4.98 %
Total earning assets5.60 %5.56 %5.26 %5.56 %5.20 %
Interest bearing deposits1.80 %1.26 %1.22 %1.42 %1.03 %
Total deposits1.18 %0.79 %0.71 %0.91 %0.63 %
Short-term borrowings5.94 %5.44 %5.30 %5.67 %5.36 %
Junior subordinated debentures6.73 %6.71 %6.65 %6.73 %6.29 %
Total interest-bearing liabilities2.13 %1.96 %1.90 %1.97 %1.40 %
Net interest margin (2)4.20 %4.28 %4.09 %4.27 %4.32 %
(1) Average loans do not include nonaccrual loans but do include interest income recovered from previously charged-off loans, unearned fees, and unamortized loan origination costs.
(2) Net interest margin is computed by dividing annualized net interest income by average interest-earning assets.

8

United Security Bancshares
Condensed - Consolidated Balance Sheets (unaudited)
(In thousands)September 30, 2024June 30, 2024March 31, 2024December 31, 2023September 30, 2023
Cash and cash equivalents$47,915 $38,757 $43,004 $40,784 $35,297 
Investment securities168,835 166,316 168,563 184,620 187,857 
Loans, net of unearned fees and unamortized loan origination costs975,151 949,413 929,413 920,042 972,871 
Allowance for credit losses(16,523)(15,323)(15,451)(15,658)(15,649)
Net loans958,628 934,090 913,962 904,384 957,222 
Other assets79,998 80,659 80,875 81,257 92,716 
Total assets$1,255,376 $1,219,822 $1,206,404 $1,211,045 $1,273,092 
Non-interest-bearing deposits$360,117 $372,886 $353,151 $403,225 $386,258 
Interest-bearing deposits704,904 633,728 602,783 601,252 601,373 
Total deposits1,065,021 1,006,614 955,934 1,004,477 987,631 
Other liabilities57,499 85,858 126,286 84,026 170,433 
Total liabilities1,122,520 1,092,472 1,082,220 1,088,503 1,158,064 
Total shareholders’ equity132,856 127,350 124,184 122,542 115,028 
Total liabilities and shareholder’s equity$1,255,376 $1,219,822 $1,206,404 $1,211,045 $1,273,092 

United Security Bancshares
Condensed - Consolidated Statements of Income (unaudited)
For the Quarters Ended:
(In thousands)September 30, 2024June 30, 2024March 31, 2024December 31, 2023September 30, 2023
Total interest income$15,755 $14,972 $14,879 $15,405 $15,328 
Total interest expense3,943 3,450 3,165 3,454 3,407 
Net interest income11,812 11,522 11,714 11,951 11,921 
Provision for credit losses1,558 19 173 873 — 
Net interest income after provision for credit losses10,254 11,503 11,541 11,078 11,921 
Total non-interest income2,023 1,517 1,053 2,997 114 
Total non-interest expense7,142 6,973 6,738 6,872 6,625 
Income before provision for taxes5,135 6,047 5,856 7,203 5,410 
Provision for taxes on income1,306 1,750 1,695 1,803 1,557 
Net income$3,829 $4,297 $4,161 $5,400 $3,853 

9

United Security Bancshares
Nonperforming Assets (unaudited)
(Dollars in thousands)September 30, 2024December 31, 2023
Real estate - construction and development$11,995 $11,403 
Agricultural7 45 
Total nonaccrual loans12,002 11,448 
Loans past due 90 days and still accruing794 426 
Loan modifications52 — 
Total nonperforming loans12,848 11,874 
Other real estate owned4,582 4,582 
Total nonperforming assets$17,430 $16,456 
Nonperforming loans to total gross loans1.32 %1.29 %
Nonperforming assets to total assets1.39 %1.36 %
Allowance for credit losses to nonperforming loans128.60 %131.87 %


United Security Bancshares
Selected Financial Data (unaudited)
Three months ended September 30,Nine months ended September 30,
2024202320242023
Return on average assets1.24 %1.21 %1.36 %1.52 %
Return on average equity11.63 %13.06 %12.95 %16.64 %
Efficiency ratio (1)52.47 %54.63 %52.96 %47.66 %
Annualized net charge-offs to average loans0.27 %0.20 %0.18 %0.19 %
September 30, 2024December 31, 2023
Shares outstanding - period end17,328,124 17,167,895 
Book value per share$7.67 $7.14 
Tangible book value per share$7.41 $6.88 
Loan-to-deposit ratio91.56 %91.59 %
Allowance for credit losses to total loans1.69 %1.70 %
Tier 1 capital to adjusted average assets (leverage ratio):
Company12.44 %11.82 %
Bank12.35 %11.83 %
(1) Efficiency ratio is total noninterest expense divided by net interest income before provision for credit losses plus total noninterest income.
10

United Security Bancshares
Net Income before Non-Core Reconciliation
Non-GAAP Information (unaudited)
Nine months ended September 30,
(Dollars in thousands)20242023Change $Change %
Net income$12,287 $14,395 $(2,108)(14.6)%
Junior subordinated debentures (TRUPs) fair value adjustment (1)
141 (553)
Income tax effect(42)160 
Non-core items net of taxes99 (393)
Non-GAAP core net income$12,188 $14,788 $(2,600)(17.6)%

(1)Junior subordinated debentures fair value adjustment is not part of core income and depending upon market rates, can add to or subtract from core income and mask non-GAAP core income change.

11
v3.24.3
Cover Document
Oct. 30, 2023
Cover [Abstract]  
Document Type 8-K
Document Period End Date Oct. 18, 2024
Entity Registrant Name UNITED SECURITY BANCSHARES
Entity Incorporation, State or Country Code CA
Entity File Number 000-32987
Entity Tax Identification Number 91-2112732
Entity Address, Address Line One 2126 Inyo Street
Entity Address, City or Town Fresno
Entity Address, State or Province CA
Entity Address, Postal Zip Code 93721
City Area Code 559
Local Phone Number 490-6261
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Entity Central Index Key 0001137547
Amendment Flag false
Trading Symbol UBFO
Security Exchange Name NASDAQ
Title of 12(b) Security Common Stock, no par value
United Security Bancshares (NASDAQ:UBFO)
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