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As Filed With the Securities and Exchange Commission on March 29, 2004

Registration No. 333-112364



SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549


FORM S-4
PRE-EFFECTIVE AMENDMENT NO. 2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933


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

California   6022   91-2112732
(State or Other Jurisdiction of Incorporation or Organization)   (Primary Standard Industrial Classification Code Number)   (I.R.S. Employer Identification Number)

1525 East Shaw Avenue
Fresno, California 93710
(559) 248-4944

(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

Dennis R. Woods
President and Chief Executive Officer
United Security Bancshares
1525 East Shaw Avenue
Fresno, California 93710
(559) 248-4944 / Fax: (559) 248-5088
(Name, address, including zip code, and telephone number, including area code, of agent for service)


With a copy to:
Gary Steven Findley, Esq.
Gary Steven Findley & Associates
1470 N. Hundley Street
Anaheim, California 92806
(714) 630-7136 / Fax: (714) 630-7910

Approximate date of commencement of proposed sale of the securities to the public:

        As soon as practicable after the effective date of this Registration Statement and the satisfaction or waiver of all other conditions to the Merger described in the Proxy Statement-Prospectus.


        If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.    o

        If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

        If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

        The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement becomes effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.




To the Shareholders of Taft National Bank
A MERGER PROPOSAL—YOUR VOTE IS VERY IMPORTANT

        The board of directors of Taft National Bank, referred to as Taft National, has approved an agreement that provides that Taft National will merge with United Security Bank, which will continue as the subsidiary of United Security Bancshares, referred to as United Security. The merger agreement was amended on March    , 2004. A copy of that agreement and the amendment is attached as Appendix A to this proxy statement-prospectus. This document serves as both the proxy statement of Taft National and the prospectus of United Security Bancshares.

        In the transaction, shareholders of Taft National will receive shares of stock in United Security Bancshares for each share of Taft National common stock that they own. The amount of United Security Bancshares stock received depends upon the average stock price of United Security Bancshares over a twenty day trading period ending shortly before the closing of the merger and whether Taft National's merger expenses exceed $300,000. It is likely that Taft National's merger expenses will be $335,000 or more. Assuming December 11, 2003, the date the merger agreement was signed, was the determination date for the average stock price calculation and assuming Taft National's merger expenses are $335,000 or more, then the shareholders of Taft National would have received $23.74 per share of Taft National common stock in shares of United Security Bancshares common stock. Assuming                        , 2004, was the determination date for the average stock price calculation and assuming Taft National's merger expenses are $335,000 or more, then the shareholders of Taft National would have received $            per share of Taft National common stock in shares of United Security Bancshares common stock.

        We expect the transaction will be tax-free to Taft National's shareholders that do not choose to exercise dissenter's rights, except that cash paid in lieu of fractional shares will be taxable. Upon completion of the merger, we expect that the shareholders of Taft National will own approximately 4.2% of the outstanding common stock of United Security Bancshares.

        We will hold a special meeting at which we will ask our shareholders to approve the agreement, as amended, and the proposed merger. Information about this meeting and the merger is contained in this proxy statement-prospectus. In particular, see "Risk Factors" beginning on page    . We urge you to read this document carefully and in its entirety.

        Whether or not you plan to attend the meeting, please vote as soon as possible to make sure that your shares are represented at the meeting. If you do not vote, it will have the same effect as voting against the merger.

        Our board of directors unanimously recommends that our shareholders vote FOR the merger.

Charles Beard Dennis Tishma
Chairman of the Board President and Chief Executive Officer

        Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in connection with the merger or determined if this proxy statement-prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

This proxy statement-prospectus is dated            , 2004.



Taft National Bank

Notice of Special Meeting of Shareholders
April 21, 2004

To:   The Shareholders of
Taft National Bank

        Notice is hereby given that, under the terms of its Bylaws and the call of its Board of Directors, the special meeting of shareholders of Taft National will be held at Chicken of Oz, located at 1107 Kern Street, Suite #3, Taft, California, on Wednesday, April 21, 2004 at 4:00 p.m., for the purpose of considering and voting upon the following matters:

1.
Approval of the Merger Agreement. To approve the merger agreement dated December 11, 2003 and the amendment to the merger agreement, attached as Appendix A to the proxy statement-prospectus and the merger of Taft National with United Security Bank.

2.
Transaction of Other Business. To transact other business that may properly be presented at the special meeting and any adjournment or adjournments of the special meeting.

        The merger agreement, as amended sets forth the terms of the acquisition of Taft National by United Security Bancshares. As a result of the acquisition, all shareholders of Taft National will receive newly issued shares of United Security common stock for their shares of Taft National common stock. The transaction is also more fully described in the enclosed proxy statement-prospectus and in Appendix A.

        The Board of Directors has fixed the close of business on March 17, 2004 as the record date for determination of shareholders entitled to notice of, and the right to vote at, the special meeting of shareholders.

        Since the affirmative vote of shareholders holding not less two-thirds of the outstanding shares of Taft National common stock is required to approve the merger agreement, as amended and the merger of Taft National with United Security Bank, it is essential that all shareholders vote. You are urged to vote in favor of the proposal by signing and returning the enclosed proxy as promptly as possible, whether or not you plan to attend the special meeting of shareholders in person. If you do attend the meeting you may then withdraw your proxy. The proxy may be revoked at any time prior to its exercise.

    By Order of the Board of Directors

Dated:                        , 2004

 

Bob Hampton, Corporate Secretary


Table of Contents

 
  Page
Questions and Answers About the Merger   1

Summary

 

3
  General   3
  Parties to the Merger   3
  Special Shareholders' Meeting   3
  The Merger   4
  United Security Bank's Management and Operations After the Merger   6
  Interests of Certain Persons in the Merger That Are Different From Yours   6
  Differences in Your Rights as a Shareholder   7
  Dissenters' Rights   7
  Dividends   7
  Resale of United Security Common Stock by Former Taft National Shareholders   7

Risk Factors

 

8
  Risks Regarding the Merger   8
  Risks Regarding United Security Common Stock   8
  Risks Regarding the Businesses of United Security and Taft National   9

A Warning about Forward Looking Statements

 

13

Markets; Market Prices And Dividends

 

14

Selected Financial Data

 

16

The Taft National Meeting

 

18
  General   18
  Record Date; Stock Entitled to Vote; Quorum   18
  Number of Votes   18
  Votes Required   18
  Voting of Proxies   18

The Merger

 

20
  Background and Reasons for the Merger; Recommendation of the Board of Directors   20
  Structure of the Merger   23
  Calculation of Consideration to be Paid to Taft National Shareholders   23
  Certain Federal Income Tax Consequences   25
  Regulatory Approvals   27
  Resale of United Security Common Stock   28
  Certain Effects of the Merger   29
  Interests of Certain Persons in the Merger   29
  Dissenters' Rights of Taft National's Shareholders   30
  Opinion of Financial Advisor   31
  Accounting Treatment   41
  The Merger Agreement   41
     

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Description of United Security

 

48
  Business   48
  Supervision and Regulation   51
  Summary of Earnings   52
  Management's Discussion and Analysis of Financial Condition and Results Of Operations   53
  Certain Information Regarding United Security's Management and Principal Shareholders   91
  Description of Capital Stock   98
  Available Information   98

Information About Taft National

 

99
  General   99
  Banking Services   99
  Employees   100
  Competition   100
  Effect of Government Policies and Recent Legislation   100
  Supervision and Regulation   101
  Management's Discussion and Analysis of Financial Condition and Results of Operations   104

Comparison of Shareholder Rights

 

115
  Comparison of Corporate Structure   115
  Voting Rights   115
  Dividends   115
  Number of Directors   116
  Indemnification of Directors and Officers   116

Supervision and Regulation

 

117
  Introduction   117
  United Security   117
  United Security Bank and Taft National   118

Validity of United Security's Common Stock

 

123

Experts

 

123

Index to Financial Statements

 

124

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List of Appendices

Agreement and Plan of Reorganization dated December 11, 2003, by and between United Security Bancshares, United Security Bank and Taft National Bank, as amended   Appendix A
Section 214a(b) of Title 12 of the United States Code   Appendix B
Fairness Opinion of James H. Avery Co.   Appendix C

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Questions and Answers About the Merger

        This question and answer summary highlights selected information contained in other sections of this proxy statement-prospectus. To understand the merger more fully, you should carefully read this entire proxy statement-prospectus, including all appendices and financial statements.

Q:
What am I being asked to vote on?

A:
You are being asked to vote on an agreement which, if approved, will result in Taft National being merged with United Security Bank, a subsidiary of United Security.

Q:
What will happen if Taft National shareholders approve the merger?

A:
If Taft National shareholders approve the merger, Taft National will merge with United Security Bank, a bank subsidiary of United Security, and Taft National will cease to operate. We expect this to take place on or about April 30, 2004.

Q:
Why is Taft National merging with United Security Bank?

A:
United Security's and Taft National's respective managements believe that their respective shareholders will benefit from the merger because the business potential for the combined companies exceeds what each company could individually accomplish. United Security and Taft National believe that their similar and complementary financial products and services in the Central Valley market will contribute to enhanced future performance, as well as providing a larger shareholder base. United Security and Taft National believe a larger shareholder base will increase shareholder liquidity and provide for increased shareholder value. Please read the section entitled "The Merger—Background and Reasons for the Merger; Recommendation of the Board of Directors" for additional information.

Q:
Should I send in my certificates now?

A:
No. You should not send your Taft National stock certificates in the envelope provided for use in returning your proxy. You will be sent written instructions for exchanging your stock certificates only if the merger is approved and completed.

Q:
What happens if I do not return my proxy card?

A:
If you fail to execute and return your proxy card, it will have the same effect as voting against the merger.

Q:
What risks should I consider before I vote on the merger?

A:
The risks that you should consider in deciding how to vote on the merger are explained in the section of this proxy statement-prospectus entitled "Risk Factors." You are urged to read this section, as well as the rest of this proxy statement-prospectus, before deciding how to vote.

Q:
How do I vote?

A:
Just indicate on your proxy card how you want to vote. Sign and mail your proxy card in the enclosed envelope as soon as possible so that your shares will be represented at the Taft National special shareholders' meeting. Alternatively, you may attend the meeting and vote in person.

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Q:
If my shares are held in my broker's name, will my broker vote them for me?

A:
No. Your broker can only vote your shares of Taft National common stock if you provide instructions on how to vote them. You should, therefore, instruct your broker on how to vote your shares by following the directions your broker provides when forwarding these proxy materials to you. If you do not provide voting instructions to your broker, your broker will not be able to vote your shares. This will have the effect of voting against the merger.

Q:
How do Taft National's directors plan to vote?

A:
All of Taft National's directors have committed to vote their shares in favor of the merger. Taft National's directors collectively hold, as of the record date for the special shareholders' meeting, 79,887 shares, or approximately 29.9%, of Taft National common stock eligible to vote. The affirmative vote of 662/3%, or 178,322 shares, of Taft National's issued and outstanding common stock eligible to vote is needed to approve the merger.

Q:
Who can help answer my other questions?

A:
If you want to ask any additional questions about the merger, you should contact Mr. Dennis Tishma, President and Chief Executive Officer, Taft National Bank, 523 Cascade Place, Taft, California 93268, telephone (661) 763-5151.

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Summary

        This summary only highlights selected information from this proxy statement-prospectus. You should carefully read this entire proxy statement-prospectus, including the appendices. These will give you a more complete description of the merger, the merger agreement, as amended, which is referred to in this proxy statement- prospectus as the merger agreement, and the transactions proposed. You should also refer to the section entitled "Description of United Security."

General

        This proxy statement-prospectus relates to the proposed merger of Taft National with United Security Bank, a subsidiary of United Security. Taft National and United Security believe that the merger will create opportunities to apply their similar community banking philosophies to realize enhanced revenues through asset growth and market penetration.

Parties to the Merger (pages    and    )

        United Security is a bank holding company headquartered in Fresno, California. United Security has one subsidiary bank, United Security Bank. Through its subsidiary, United Security serves the California communities of Fresno, Firebaugh, Coalinga, Caruthers, San Joaquin and Oakhurst.

        Please read the section entitled "Description of United Security" for additional information about United Security and United Security Bank.

        Taft National is a national banking association which opened for business January 8, 1983. It has an office in Taft, and added its Bakersfield office in May of 1998. Taft National serves the California communities of Taft and Bakersfield.

        Please read the section entitled "Information About Taft National" for additional information.

        United Security Bank, N.A., predecessor to United Security Bank, originally started business as a national banking association on December 21, 1987. On February 1, 1999, United Security Bank was incorporated under the laws of the State of California, and on February 3, 1999, following its conversion from a national banking association, was licensed by the Commissioner of Financial Institutions and started operations as a California state-chartered bank. United Security Bank is a member of the Federal Reserve System. United Security Bank serves the California communities of Fresno, Firebaugh, Coalinga, Caruthers, San Joaquin and Oakhurst, through full service branches. Under the terms of the merger agreement Taft National will merge with United Security Bank, and United Security Bank will be the survivor.

Special Shareholders' Meeting (Page    )

        Taft National will hold its special shareholders' meeting at Chicken of Oz, located at 1107 Kern Street, Suite #3, Taft, California 93268 on Wednesday, April 21, 2004 at 4:00 p.m. At this important

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meeting, Taft National shareholders will consider and vote upon the approval of the merger and any other matter that is properly presented at the special shareholders' meeting. You may vote at the Taft National special shareholders' meeting if you owned shares at the close of business on March 17, 2004. On that date, Taft National had 267,481 shares of common stock issued and outstanding and entitled to be voted.

        Each Taft National shareholder is entitled to one vote for each share he or she held on March 17, 2004. The affirmative vote of at least two-thirds of Taft National's shareholders, or at least 178,322 shares entitled to vote, is required to approve the merger. United Security's shareholders are not required to approve the merger. Please read the section entitled "The Taft National Meeting" for additional information.

The Merger (Page    )

        The merger will result in Taft National being merged out of existence and into United Security Bank. The merger will not occur without Taft National's shareholders approval. There are also other customary conditions which must be met in order for the merger to be completed. Please read the sections entitled "The Merger—Structure of the Merger" and "—Certain Effects of the Merger" for additional information.

        The merger agreement is the legal document that contains the merger's terms and governs United Security's and Taft National's merger process, including the issuance of United Security common stock to Taft National's shareholders in the merger. Please read the entire merger agreement which is attached to this proxy statement-prospectus as Appendix A. Also, please read the section entitled "The Merger—The Merger Agreement" for additional information.

        You will have the right to receive newly issued shares of United Security common stock in exchange for your shares of Taft National common stock. The number of shares of United Security common stock to be issued is based upon an exchange ratio contained in the merger agreement.

        The merger agreement provides that the number of shares of United Security common stock into which a share of Taft National common stock shall be converted shall be determined in accordance with a formula. The formula for the calculation of the number of shares of United Security received for each Taft National share is:

    $5,349,620 - the lesser of (A) merger related expenses
Z =   in excess of $300,000 or (B) $35,000
   
    the lesser of (i) $22.00 or (ii) the average closing price of
    United Security during the 20 business days ending on the third
    business day immediately prior to the closing of the merger

then,

Z

267,481

        It is likely that Taft National's merger expenses will exceed $300,000 by $35,000 or more. The effect of capping United Security's stock price at $22.00 for purposes of calculating the exchange ratio is that as the average trading price of United Security's stock rises above $22.00 per share, Taft National shareholders will receive greater value for each share of Taft National common stock. Please read the sections entitled "Risk Factors—Risks Regarding the Merger" and "The Merger—Calculation of Consideration to be Paid to Taft National Shareholders" for additional information.

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        United Security has received the necessary approvals from the Federal Reserve Board, or FRB, and the California Department of Financial Institutions, or the DFI for the merger. Please read the section entitled "The Merger—Regulatory Approvals" for additional information.

        Approval of the merger requires the affirmative vote of two-thirds of the outstanding shares, or 178,322 shares, of Taft National's 267,481 issued and outstanding shares of common stock. Your failure to vote in person or by proxy, or your abstention from voting entirely, will have the same effect as voting against the merger. Please read the section entitled "The Taft National Meeting."

        Directors and executive officers owned approximately 79,887 shares, or 29.9%, of Taft National's outstanding shares of common stock. Taft National's directors have entered into separate agreements in which they have agreed, among other things, to vote "FOR" approval of the merger agreement. Please read the section entitled "The Merger—The Merger Agreement—Director Voting Agreements" for additional information.

        In deciding to approve the merger, Taft National's Board of Directors considered, among other things, the opinion dated December 11, 2003 of James H. Avery Co., Taft National's financial advisor, regarding the fairness, from a financial point of view, of the consideration to be received by Taft National's shareholders as a result of the merger. The financial advisor determined that the merger agreement is fair to Taft National's shareholders from a financial standpoint. The advisor's written opinion is attached as Appendix C. You should read it carefully to understand the assumptions made, matters considered and limitations of the review undertaken by the advisor in providing its opinion. Please read the section entitled "The Merger—Opinion of Financial Advisor" for additional information.

        On December 11, 2003, Taft National's Board of Directors unanimously approved the merger agreement and the merger of Taft National with United Security Bank and on March    , 2004, unanimously approved the amendment of the merger agreement. Moreover, they unanimously believe that the merger's terms are fair to you and in your best interests. Accordingly, they unanimously recommend a vote "FOR" the proposal to approve the merger agreement and the merger. The conclusions of Taft National's Board of Directors regarding the merger are based upon a number of factors. Please read the sections entitled "The Merger—Reasons for the Merger," "—Recommendation of the Board of Directors" and "—Opinion of Financial Advisor" for additional information.

        After completing the merger, holders of Taft National stock certificates will need to exchange those certificates for new certificates of United Security common stock. Shortly after completing the merger, Wells Fargo Shareowner Services, United Security's exchange agent, will send Taft National's shareholders detailed instructions on how to exchange their shares. Please do not send any stock certificates until you receive these instructions. Please read the section entitled "The Merger—The Merger Agreement—Exchange Procedures" for additional information.

        In addition to shareholder approval, United Security's and Taft National's obligations to close the merger depend on the holders of Taft National's convertible debentures not converting the debentures into shares of Taft National common stock and United Security paying the principal and any accrued and unpaid interest due on the debentures at the time of the closing of the merger. Please read the

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section entitled "The Merger—The Merger Agreement—Conditions to the Parties' Obligations" for additional information.

        If shareholder approval is received as planned, and if the conditions to the merger have either been met or waived, United Security and Taft National anticipate that the merger will close on or about April 30, 2004. However, neither United Security nor Taft National can assure you whether or when the merger will actually close. Please read the section entitled "The Merger—The Merger Agreement—The Closing" for additional information.

        United Security and Taft National can mutually agree to terminate or extend the merger agreement. Either United Security or Taft National can terminate the merger agreement in the event of a material breach or the occurrence of certain other events, including receipt of an offer from a third party.

        United Security and Taft National have agreed that in the event the merger agreement is terminated because of a material breach, the non-breaching party will be entitled to receive $200,000 from the breaching party. Additionally, a fee of $300,000 must be paid by Taft National if it completes an alternative merger or similar proposal within twelve months following a termination of the merger agreement by either Taft National or United Security because of certain events specified in the merger agreement. Please read the section entitled "The Merger—The Merger Agreement—Termination" and "—Discussion with Third Parties" for additional information.

        We have received a tax opinion that the merger will be treated as a tax-free merger under federal tax law so most Taft National shareholders, Taft National and United Security will not recognize any gain or loss. If you exercise your dissenter rights, your tax treatment will be different. Please read the section entitled "The Merger—Certain Federal Income Tax Consequences" for additional information.

        The tax laws are complex. Therefore, you should consult your individual tax advisor regarding the federal income tax consequences of the merger to you. You should also consult your tax advisor concerning all state, local and foreign tax consequences of the merger.

        United Security must account for the merger as a purchase. Under this method of accounting, the assets and liabilities of the company acquired are recorded at their respective fair value as of completion of the merger, and are added to those of the acquiring company. Financial statements of the acquiring company issued after the merger takes place reflect these values, but are not restated retroactively to reflect the historical financial position or results of operations of the company that was acquired. Please read the section entitled "The Merger—Accounting Treatment" for additional information.

United Security Bank's Management and Operations After the Merger (Page    )

        After the merger, United Security Bank's present directors will remain the directors and the current executive officers will remain the executive officers. Please read the section entitled "The Merger—Certain Effects of the Merger" and "—Interests of Certain Persons in the Merger" for additional information.

Interests of Certain Persons in the Merger That Are Different From Yours (Page    )

        The directors and executive officers of Taft National have financial interests in the merger over and above those of Taft National shareholders. The President and Chief Executive Officer of Taft

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National, Mr. Tishma, and the Chief Credit Officer of Taft National, Mr. Morris, have agreements with Taft National that provide for the payment of money to them in the event of a merger if they are not retained by the company purchasing Taft National. In satisfaction of the agreements with Messrs. Tishma and Morris, United Security has offered each of them a one year employment agreement at their current base compensation level.

        The merger agreement also requires United Security to pay all outstanding principal and accrued but unpaid interest on five subordinated convertible debentures, each in the face amount of $100,000. Five directors of Taft National are each the holder of one of the debentures. The five directors are, Robert Colston, Charles E. Beard, Bob Hampton, John Hollingworth and Glen Lloyd. Finally, as a condition to the merger, the directors and officers will receive continuing insurance protections under the existing directors' and officers' liability insurance policy of Taft National. You should consider these interests in deciding how to vote. Please read the section entitled "The Merger—Interests of Certain Persons in the Merger" for additional information.

Differences in Your Rights as a Shareholder (Page    )

        As a Taft National shareholder, your rights are currently governed by Taft National's Articles of Association and Bylaws and by the national banking laws. If you do not exercise your dissenters' rights, you will receive United Security common stock in exchange for your Taft National common stock, and you will become a United Security shareholder. Consequently, your rights as a United Security shareholder will be governed by United Security's Articles of Incorporation and Bylaws and by the California Corporations Code, rather than national banking laws. Therefore, the rights of United Security shareholders differ from the rights of Taft National shareholders in certain respects. Please read the section entitled "Comparison of Shareholder Rights" for additional information.

Dissenters' Rights (Page    )

        Holders of Taft National common stock who vote against the merger, or who give written notice to Taft National prior to the meeting that they dissent from the merger, and who have fully complied with all applicable provisions of Section 214a of Title 12 of the United States Code, including making a written demand for dissenter's rights and surrendering their certificates to United Security Bank for endorsement within 30 days of completion of the merger, have the right to receive from United Security the value of the Taft National shares as of the date of the meeting based upon a valuation by a committee of three persons. If the appraisal is unsatisfactory, a dissenting shareholder may appeal to the Office of the Comptroller of the Currency, or the OCC, whose determination of value shall be final and binding. The OCC does not permit the appraisal value of the dissenting shares to include appreciation or depreciation as a result of the merger. Please read the section entitled "The Merger—Dissenters' Rights of Taft National Shareholders" and Appendix B for additional information.

Dividends

        United Security has paid quarterly cash dividends since its first full year of operation. United Security has paid cash dividends of $0.115 per share on January 23, 2002, cash dividends of $0.13 per share on April 24, 2002, July 24, 2002, October 23, 2002, January 22, 2003 and cash dividends of $0.145 on April 23, 2003, July 23, 2003, October 22, 2003 and January 21, 2004.

Resale of United Security Common Stock by Former Taft National Shareholders (Page    )

        United Security common stock that you receive in the merger will be freely transferable, unless you are considered an affiliate of Taft National. Please refer to the section entitled "The Merger—Resale of United Security Common Stock" for additional information.

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Risk Factors

        In addition to the other information included in this proxy statement-prospectus or incorporated by reference, you are urged to carefully consider the following factors before making a decision to approve the merger.

Risks Regarding the Merger

        If United Security and Taft National are unable to successfully integrate their businesses, operating results may suffer. Both United Security and Taft National have operated and, until completion of the merger, will continue to operate independently of one another. It is possible that the integration process could result in the loss of key employees, disruption of United Security's and Taft National's ongoing business or inconsistencies in standards, controls, policies or procedures. These could negatively affect both United Security's and Taft National's ability to maintain relationships with customers and employees, or achieve the anticipated benefits of the merger within the time period expected, if at all. As with any merger of financial institutions, there may also be disruptions that cause customers, both deposit and loan, to take their business to competitors. No guarantees exist that Taft National's integration within United Security's operations will be successful.

        The merger agreement provides that the number of shares of United Security common stock into which a share of Taft National common stock shall be converted will be determined by a formula which has variables that will not be known until shortly before the merger is completed. Please read the section entitled "Summary—Consideration to be Paid to Taft National Shareholders."

        Because of these variables affecting the exchange ratio and per share value of your shares of Taft National common stock, you will not know in advance either the number of shares of United Security common stock or the value of the shares of United Security common stock that you will receive until the merger is completed. Please read the sections entitled "The Merger—Calculation of Consideration to be Paid to Taft National Shareholders."

Risks Regarding United Security Common Stock

        United Security common stock has only traded on the Nasdaq NMS under the symbol "UBFO" since June 5, 2001. Additionally, United Security had 5,530,613 shares issued and outstanding as of January 1, 2004 owned by 646 shareholders of record. Of that amount, 2,086,122 shares are held by directors, executive officers and other insiders and an additional 329,805 shares are owned by United Security's 401(k) plan and employee stock ownership plan, or ESOP. Thus, for all practical purposes, the shares of United Security common stock held by United Security's directors, executive officers, other insiders, the 401(k) plan and the ESOP do not trade. United Security cannot assure you that the stock you receive in the merger may be resold at the frequency or at the prices occurring before the merger. Please read the section entitled "Markets; Market Prices and Dividends" for additional information.

        United Security's articles of incorporation authorize it to issue 10,000,000 shares of common stock. Currently, United Security has 5,530,613 shares of common stock issued and outstanding, with up to an additional 243,164 additional shares to be issued in the merger. United Security also has 83,000 shares

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reserved under various stock option plans covering its directors, officers and employees at exercise prices ranging between $11.33 and $17.50. Consequently, any shares of common stock that United Security issues after the merger with Taft National will dilute your proportional ownership interest in United Security, unless you participate in the future offerings.

        United Security intends to seek acquisitions of other banks where it believes that those acquisitions will enhance shareholder value or satisfy other strategic objectives. United Security can make future acquisitions, if any, by issuing additional shares of its common stock or other securities convertible into or exercisable for its common stock. As of the date of this proxy statement-prospectus, United Security has not entered into any agreements to acquire other banks, bank holding companies or any other entities. Please read the section entitled "Description of United Security -Description of Capital Stock" for additional information.

        The market price of United Security common stock could decrease and prevent you from selling your shares at a profit. The market price of United Security common stock has fluctuated in recent years. Since June 12, 2001, United Security's common stock market price has ranged from a low bid price of $14.94 per share to a high bid price of $29.50 per share, as adjusted for stock dividends. Fluctuations may occur, among other reasons, due to:

        The trading price of United Security common stock may continue to fluctuate in response to these factors and others, many of which are beyond United Security's control. We strongly urge you to consider the likelihood of these market fluctuations before deciding how to vote for the merger. Please read the section entitled "Markets; Market Prices and Dividends" for additional information regarding the trading prices of United Security common stock.

Risks Regarding the Businesses of United Security and Taft National

            Taft National has been the subject of enforcement proceedings by bank regulators. Specifically, on March 21, 2001, Taft National entered into a formal written agreement with the Office of the Comptroller of the Currency. The agreement generally prohibits certain operations or practices deemed objectionable by the OCC and required Taft National to take several affirmative actions. Taft National understands that the OCC believes that Taft National has not sufficiently reduced criticized assets. In particular, as part of Taft National's efforts to reduce criticized assets, the OCC has required Taft National to hire an additional experienced lending officer. Taft National has been unable to locate and hire a qualified lending officer despite earnest efforts to do so. Taft National also continues to strive to reduce its criticized assets. As to the balance of the requirements of the regulatory agreement, Taft National believes it is in compliance with the regulatory agreement. However, the ultimate determination of compliance is made by the OCC, and until such time as Taft National is released from the formal agreement, it may be subject to further enforcement proceedings by the OCC.

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        Because United Security Bank is not regulated by the OCC, Taft National's management believes that the regulatory agreement will terminate if and when the merger is completed. If the merger is not completed, the regulatory agreement will remain in effect and Taft National will continue its efforts to fully comply with all of its terms. Noncompliance with the regulatory agreement can result in further regulatory sanctions which could adversely affect the value of Taft National's stock. These sanctions may include additional asset restrictions, restrictions on operations and growth, mandatory asset disposition, termination of deposit insurance, fines and sanctions against officers and directors, and possible action by the OCC to take possession of Taft National. For additional information, please read the section entitled "Information About Taft National—Taft National Regulatory Agreement."

        The risk of loan defaults or borrowers' inabilities to make scheduled payments on their loans is inherent in the banking business. Moreover, United Security and Taft National focus primarily on lending to small- and medium-sized businesses. Consequently, United Security and Taft National may assume greater lending risks than other financial institutions which have a smaller concentration of those types of loans, and which tend to make loans to larger businesses. Borrower defaults or borrowers' inabilities to make scheduled payments may result in losses which may exceed United Security's and Taft National's allowances for loan losses. Furthermore, should United Security and Taft National be required to fund currently unfunded loan commitments and letters of credit at higher than anticipated levels, there may be an increased exposure to loan losses, necessitating higher loan loss provisions. Other than these unfunded loan commitments and letters of credit, neither United Security nor Taft National have any off balance sheet exposure. These risks, if they occur, may require higher than expected loan loss provisions which, in turn, can materially impair profitability, capital adequacy and overall financial condition. Please read the sections entitled "Description of United Security—Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Information About Taft National—Management's Discussion and Analysis of Financial Condition and Results of Operations" for additional information.

        United Security, through its subsidiary, United Security Bank, and Taft National are limited in the amount that they can lend to a single borrower. Therefore, the size of the loans which they can offer to potential customers is less than the size of loans that their competitors with larger lending limits can offer. Legal lending limits also affect United Security Bank's and Taft National's ability to seek relationships with larger and more established businesses. Through previous experience and relationships with a number of other financial institutions, participations in loans which exceed lending limits are sometimes sold. However, United Security and Taft National cannot assure you of any future success that they may have in attracting or retaining customers seeking larger loans or that they can successfully engage in participation transactions for those loans on favorable terms. For additional information, please read the sections entitled "Description of United Security—Business—Competition" and "Information About Taft National—Banking Services—Competition."

        Some of the loans that United Security and Taft National make may, with the passage of time, pose a higher risk of becoming uncollectible. These loans may be classified and require a larger than anticipated amount of loss reserves which, in turn, may reduce United Security's and Taft National's liquidity, earnings and ultimately their capitalization and financial condition. Classified loans as of December 31, 2003, of United Security and Taft National were 40.7% and 59.8% of capital respectively. United Security and Taft National continually evaluate the credit risks associated with loans that

10


indicate a higher than normal risk of collectability. United Security and Taft National believe that they have adequately provided for the related credit risks of their respective loans. However, their respective loan portfolios are vulnerable to adverse changes in the economy and in the particular industries in which their borrowers operate. Therefore, United Security and Taft National cannot assure you that the level of their classified loans will not increase in the future. For additional information, please read the sections entitled "Description of United Security—Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Information About Taft National—Management's Discussion and Analysis of Financial Condition and Results of Operations."

        Approximately 69% and 52% respectively, of United Security's and Taft National's loans are secured by real estate collateral. A substantial portion of the real estate securing these loans is located in Central California. Real estate values are generally affected by factors such as:

        Management and the Boards of Directors of United Security and Taft National monitor the concentrations of loans secured by real estate, which are within pre-approved limits. However, declines in real estate values could significantly reduce the value of the real estate collateral securing United Security's and Taft National's loans, increasing the likelihood of defaults. Moreover, if the value of real estate collateral declines to a level that is not enough to provide adequate security for the underlying loans, United Security and Taft National will need to make additional loan loss provisions which, in turn, will reduce their profits. Also, if a borrower defaults on a real estate secured loan, United Security and Taft National may be forced to foreclose on the property and carry it as a nonearning asset which, in turn, may reduce net interest income. For additional information, please read the sections entitled "Description of United Security—Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Information About Taft National—Management's Discussion and Analysis of Financial Condition and Results of Operations."

        United Security's and Taft National's profitability depends on the difference between the rates of interest they earn on their loans and investments, and the interest rates they pay on deposits and other borrowings. Like other financial institutions, United Security's and Taft National's net interest income is affected by general economic conditions and other uncontrollable factors, like the monetary policies of the FRB, which influence market interest rates. Therefore, the ability to adjust the interest rates on investments, loans and deposit products in response to changes in market interest rates may be limited for a period of time. Consequently, United Security's and Taft National's inability to immediately respond to changes in market interest rates can have either a positive or negative effect on net interest income, capital, liquidity and financial condition. United Security and Taft National cannot assure you that any positive trends or developments that they have experienced will continue, or that they will not experience negative trends or developments in the future. Finally, in response to negative economic trends, the FRB has lowered interest rates 13 times since the beginning of 2001. The benchmark overnight federal funds rate, which is the rate banks charge each other for overnight borrowings, currently stands at 1.00%, one of the lowest levels in four decades. Declines in this key rate affect other rates which United Security and Taft National charge their borrowers and pay depositors,

11


impacting United Security's and Taft National's net interest margins. Due to the mix and composition of United Security's and Taft National's assets and liabilities, changing interest rates may adversely impact their net interest incomes and margins. For additional information, please read the section entitled "Supervision and Regulation—United Security Bank and Taft National—Impact of Monetary Policies."

        While United Security and United Security Bank have paid quarterly cash dividends for the last five years, United Security depends on dividends from United Security Bank, and if the merger is closed, from the profit contribution of Taft National to United Security Bank, in order to pay cash dividends to its shareholders. Moreover, the amount and timing of any dividends is at the discretion of United Security's board of directors. Please refer to the section entitled "Description of United Security—Description of Capital Stock" for additional information. Also, please read the sections entitled "Supervision and Regulation—United Security—Bank Holding Company Liquidity" and "—Limitations on Dividend Payments" for additional information.

        Banks and bank holding companies are required to conform to regulatory capital adequacy guidelines and maintain their capital at specified percentages of their assets. These guidelines may limit United Security's ability to grow and could result in banking regulators requiring increased capital levels or reduced loan and other earning asset levels. Therefore, in order to continue to increase its earning assets and net income, United Security may, from time to time, need to raise additional capital. United Security cannot assure you that additional sources of capital will be available or, if they are, that the additional capital will be available on economically reasonable terms. Currently, United Security is "well capitalized" and has no plans to raise additional capital to facilitate the merger with Taft National or for any other purpose. For additional information, please read the sections entitled "Supervision and Regulation—United Security Bank and Taft National—Risk-Based Capital Guidelines" and "Description of United Security—Trust Preferred Securities Offerings."

        The banking industry is undergoing rapid technological changes with frequent introductions of new technology-driven products and services. The effective use of technology allows a bank to:


        Future success of United Security and Taft National partially depends upon their ability to successfully use technology in providing products and services that will satisfy customers' demands for convenience, as well as to create additional operating efficiencies. Larger competitors already have existing technological infrastructures and substantially greater resources to invest in technological improvements. Neither United Security nor Taft National can assure you that it will be able to effectively implement new technology-driven products and services as they develop, or be successful in marketing those products and services to their current and prospective customers.

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        United Security and Taft National compete for loans and deposits with other banks, savings and thrift associations and credit unions located in their service areas, as well as with other financial services organizations such as brokerage firms, insurance companies and money market mutual funds. These competitors aggressively solicit customers within their market area by advertising through direct mail, the electronic media and other means. Many of their competitors have been in business longer, have established customer bases and are substantially larger. These competing financial institutions offer services, including international banking services, that United Security and Taft National can only offer through correspondents, if at all. Additionally, their larger competitors have greater capital resources and, consequently, higher lending limits. Finally, some of their competitors are not subject to the same degree of regulation. For additional information, please read the sections entitled "Description of United Security—Business—Competition" and "Information About Taft National—Banking Services—Competition."

        United Security and Taft National are subject to extensive regulation. Supervision, regulation and examination of banks and bank holding companies by regulatory agencies are intended primarily to protect depositors rather than stockholders. These regulatory agencies examine bank holding companies and commercial banks, establish capital and other financial requirements and approve acquisitions or other changes of control of financial institutions. United Security's and Taft National's ability to establish new facilities or make acquisitions requires approvals from applicable regulatory bodies. Changes in legislation and regulations will continue to have a significant impact on the banking industry. Although some of the legislative and regulatory changes may benefit United Security and Taft National, others may increase their costs of doing business and assist their nonbank competitors who are not subject to similar regulation. For additional information, please read the section entitled "Supervision and Regulation."


A Warning about Forward Looking Statements

        Certain statements contained in this proxy statement-prospectus or in documents incorporated by reference, including, without limitation, statements containing the words "believes," "anticipates," "intends," "expects," and words of similar import, constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward looking statements, including among others those found in "Questions and Answers About the Merger," "Summary," and "The Merger" involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the combined companies to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.

        In particular, we have made statements in this document regarding expected cost savings to result from the merger, the anticipated accretive effect to earnings of the combined enterprise, an improved ability to compete with larger competitors, restructuring charges expected to be incurred in connection with the merger, and the operation of the combined companies. With respect to estimated cost savings, we have made assumptions about the anticipated overlap between the costs of the two banks for data processing and other operations, the amount of general and administrative expenses, the costs of converting Taft National's data processing to United Security Bank's systems, the size of anticipated reductions in fixed labor costs, the effort involved in aligning accounting policies and the transactional costs of the merger. The realization of the anticipated cost savings is subject to the risk of possible inaccuracy of the foregoing assumptions.

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        In addition to the risks discussed in "Risk Factors," the following factors may also affect the accuracy of forward looking statements in this proxy statement-prospectus:

        Given these uncertainties, you are cautioned not to place undue reliance on such forward-looking statements. United Security and Taft National disclaim any obligation to update any such factors or to publicly announce the results of any revisions to any of the forward-looking statements contained in this proxy statement-prospectus to reflect future events or developments.


Markets; Market Prices And Dividends

Taft National Common Stock

        The common stock of Taft National is not listed on any national stock exchange, but is listed on the Over-the-Counter (OTC) Bulletin Board under the symbol of "TFNB.PK." As of March 1, 2004, there were approximately 198 shareholders. The management of Taft National is not aware of any dealers that make a market for Taft National common stock.

        There is and has been very little trading in Taft National common stock. On December 10, 2003, the last trading day prior to the announcement of the merger, the bid price of Taft National common stock was $10.80. There have been no trades in the common shares of Taft National since November 25, 2003, at which time 1,562 shares traded at $10.00 per share. Since 2001, all trades in Taft National common stock have been at $10.00 per share. No cash or stock dividends have been declared since 1998.

United Security Common Stock

        The following chart summarizes the approximate high and low bid prices and dividends declared per share for United Security. United Security common stock has been quoted on the Nasdaq-NMS and traded under the symbol "UBFO" since June 5, 2001. Before that date, United Security common stock was traded on the over-the-counter marker under the symbol "UBFO.OB." The information in the following table is based upon information provided by the National Association of Securities

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Dealers for prices on the Nasdaq-NMS. Bid quotations reflect inter-dealer prices, without adjustments for mark-ups, mark-downs, or commissions and may not necessarily represent actual transactions.

 
  United Security Common Stock
 
  High Bid
  Low Bid
2002            
First Quarter   $ 17.50   $ 16.13
Second Quarter   $ 18.25   $ 16.60
Third Quarter   $ 18.00   $ 15.00
Fourth Quarter   $ 19.74   $ 15.50

2003

 

 

 

 

 

 
First Quarter   $ 21.73   $ 16.29
Second Quarter   $ 27.64   $ 18.53
Third Quarter   $ 26.59   $ 19.00
Fourth Quarter   $ 27.69   $ 24.17

2004

 

 

 

 

 

 
First Quarter through            
            , 2004   $     $  

        The following table sets forth the closing price per share of United Security common stock on the Nasdaq-NMS as of December 10, 2003, the last trading day before the date on which United Security and Taft National announced the execution of the merger agreement, and as of            , 2004, the last practicable date prior to the date of this proxy statement-prospectus.

Market Price Per Share as of

  United Security
Common Stock

December 10, 2003   $ 26.74
            , 2004   $  

        You should obtain current market quotations for United Security common stock. The market price of United Security common stock will probably fluctuate between the date of this proxy statement-prospectus, the date on which the merger is completed and after the merger. Because the market price of United Security common stock is subject to fluctuation, the number of shares of United Security common stock that you may receive in the merger may increase or decrease.

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Selected Financial Data

        United Security and Taft National are providing the following information to aid you in your analysis of the financial aspects of the merger. The following charts show financial results actually achieved by United Security and Taft National.

United Security

        United Security derived its annual historical financial data for 2003 and 2002 from the audited consolidated financial statements included at the end of this proxy statement-prospectus. In the opinion of United Security's management, all adjustments, consisting solely of recurring adjustments, necessary to fairly present the data at those dates and for those periods have been made.

Taft National

        Taft National derived its annual historical financial data for 2003 and 2002 from its audited financial statements included at the end of this proxy statement-prospectus. In the opinion of Taft National's management, all adjustments, consisting solely of recurring adjustments, necessary to fairly present the data at those dates and for those periods have been made.


Comparative Historical Financial
Data for United Security
(Unaudited)

 
  Year Ended December 31,
 
 
  2003
  2002
  2001
  2000
  1999
 
 
  (in thousands, except per share data and ratios)

 
SUMMARY OF EARNINGS:                                
  Net interest income   $ 19,667   $ 17,200   $ 16,652   $ 17,397   $ 13,995  
  Provision for credit losses     1,713     1,963     1,733     1,580     1,025  
  Noninterest income     6,271     5,368     4,277     2,538     2,781  
  Noninterest expense     11,855     10,860     9,818     8,648     7,898  
  Net Income   $ 7,706   $ 6,833   $ 6,193   $ 6,257   $ 4,923  

FINANCIAL POSITION:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
  Total assets   $ 506,588   $ 519,316   $ 450,928   $ 356,832   $ 281,531  
  Total net loans and leases     338,716     343,042     331,163     256,802     195,233  
  Total deposits     440,444     423,987     368,651     271,862     238,863  
  Total shareholders' equity     45,036     40,561     36,059     33,749     28,316  

PER SHARE DATA:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
  Net Income—Basic   $ 1.41   $ 1.27   $ 1.14   $ 1.16   $ 0.95  
  Net Income—Diluted   $ 1.40   $ 1.25   $ 1.11   $ 1.12   $ 0.89  
  Book value per share   $ 8.17   $ 7.50   $ 6.68   $ 6.23   $ 5.41  

SELECTED FINANCIAL RATIOS:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
  Return on average assets     1.51 %   1.37 %   1.55 %   1.95 %   1.77 %
  Return on average shareholders' equity     17.80 %   17.64 %   17.25 %   20.05 %   18.31 %
  Average shareholders' equity to average assets     8.48 %   7.76 %   9.00 %   9.71 %   9.69 %
  Allowance for credit losses to total nonperforming loans     32.58 %   36.00 %   34.23 %   134.27 %   39.00 %
  Dividend payout ratio     40.07 %   40.94 %   40.09 %   32.14 %   31.50 %

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Comparative Historical Financial
Data for Taft National
(Unaudited)

 
  Year Ended December 31,
 
 
  2003
  2002
  2001
  2000
  1999
 
Summary of Earnings:                                
  Net Interest Income   $ 2,259   $ 2,457   $ 2,993   $ 3,497   $ 2,516  
  Provision for Loan Losses     331     155     878     1,515     92  
  Noninterest Income     1,000     883     668     549     432  
  Noninterest Expense     2,731     3,332     3,080     2,871     2,591  
   
 
 
 
 
 
  Net Income   $ 197   $ (147 ) $ (297 ) $ (196 ) $ 168  
   
 
 
 
 
 
Financial Position:                                
  Total Assets   $ 50,393   $ 52,926   $ 53,038   $ 56,119   $ 48,695  
  Total Net Loans and Leases from Loans, net of Deferred Fees     27,449     31,140     31,842     39,744     32,893  
  Total Deposits     45,774     48,379     48,367     51,702     44,192  
  Total Shareholders' Equity     3,556     3,442     3,562     3,859     4,055  

Per Share Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
  Net Income—Basic   $ 0.74   $ (0.55 ) $ (1.11 ) $ (0.73 ) $ 0.63  
  Net Income—Diluted   $ 0.74   $ (0.55 ) $ (1.11 ) $ (0.73 ) $ 0.63  
  Book Value   $ 13.29   $ 12.87   $ 13.32   $ 14.43   $ 15.16  

Selected Financial Ratios:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
  Return on Average Assets     0.37 %   (0.28 %)   (0.53 %)   (0.36 %)   0.32 %
  Return on Average Equity     5.67 %   (4.20 %)   (7.84 %)   (4.50 %)   4.20 %
  Shareholder's Equity to Assets     7.06 %   6.50 %   6.72 %   6.88 %   8.33 %
  Allowance for credit losses to nonperforming loans     122.61 %   159.29 %   2,217.14 %   196.41 %   2,133.33 %

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The Taft National Meeting

General

        Taft National will hold a special shareholders' meeting on April 21, 2004 at 4:00 p.m., local time, at Chicken of Oz, 1107 Kern Street, Suite #3, Taft, California 93268. At the special shareholders' meeting you will be asked to consider and vote on the approval of the merger agreement, and any other matters that may properly come before the meeting.

Record Date; Stock Entitled to Vote; Quorum

        Only holders of record of Taft National common stock at the close of business on March 17, 2004, the record date for Taft National's special shareholders' meeting, are entitled to receive notice of and to vote at the special shareholders' meeting. On the record date, Taft National had 267,481 shares of its common stock issued, outstanding and eligible to vote at the special shareholders' meeting. A majority of the shares of Taft National common stock issued and outstanding and entitled to vote on the record date must be represented in person or by proxy at the special shareholders' meeting in order for a quorum to be present for purposes of transacting business. In the event that a quorum is not present, it is expected that the special shareholders' meeting will be adjourned or postponed to solicit additional proxies.

Number of Votes

        Each holder of Taft National common stock will be entitled to one vote, in person or by proxy, for each share of Taft National common stock held on the record date on approval of the merger agreement.

Votes Required

        Approval of the merger agreement and the merger requires the affirmative vote of at least two-thirds of the shares of Taft National common stock outstanding on the record date. As of the record date, Taft National's directors and executive officers owned 79,887 shares, representing approximately 29.9%, of Taft National's issued and outstanding shares of common stock entitled to vote.

Voting of Proxies

        Taft National shareholders may vote their shares in person by attending the special shareholders' meeting or they may vote their shares by proxy. In order to vote by proxy, Taft National shareholders must complete the enclosed proxy card, sign and date it and mail it in the enclosed postage pre-paid envelope.

        If a written proxy card is signed by a shareholder and returned without instructions, the shares represented by the proxy will be voted "FOR" approval of the merger. Taft National shareholders whose shares are held in "street name" (i.e., in the name of a broker, bank or other record holder) must either direct the record holder of their shares as to how to vote their shares or obtain a proxy from the record holder to vote at the Taft National special shareholders' meeting. It is important that you follow the directions provided by your broker regarding instructions on how to vote your shares. Your failure to instruct your broker on how to vote your shares will have the same effect as voting against the proposal to approve the merger agreement and the merger.

        Taft National shareholders of record may revoke their proxies at any time before the time their proxies are voted at the Taft National special shareholders' meeting. Proxies may be revoked by written notice, including by telegram or telecopy, to the Corporate Secretary of Taft National, by a later-dated

18


proxy signed and returned by mail or by attending the special shareholders' meeting and voting in person. Attendance at the special shareholders' meeting will not, in and of itself, constitute a revocation of a proxy. Instead, Taft National shareholders who wish to revoke their proxies must inform Taft National's Corporate Secretary at the special shareholders' meeting, prior to the vote, that he or she wants to revoke his or her proxy and vote in person. Written notices of proxy revocations must be sent so that they will be received before the taking of the vote at Taft National's special shareholders' meeting as follows:

        The presence, in person or by properly executed proxy, of the holders of a majority of Taft National's outstanding shares entitled to vote is necessary to constitute a quorum at the special shareholders' meeting. Abstentions and broker nonvotes will be counted in determining whether a quorum is present. Under the applicable rules of the National Association of Securities Dealers, Inc., brokers or members who hold shares in street name for customers who are the beneficial owners of Taft National common stock are prohibited from giving a proxy to vote those shares regarding approval of the merger and the merger agreement, in the absence of specific instructions from beneficial owners. We refer to these as "broker nonvotes." Abstentions and broker nonvotes will not be counted as a vote "FOR" or "AGAINST" the merger agreement and merger at the Taft National special shareholders' meeting. However, abstentions and broker nonvotes will have the same effect as a vote "AGAINST" the merger agreement and merger.

        In addition to voting for approval of the merger, any other matters that are properly presented at the special shareholders' meeting will be acted upon. Taft National's management does not presently know of any other matters to be presented at the Taft National special shareholders' meeting other than those set forth in this proxy statement-prospectus. If other matters come before the special shareholders' meeting, the persons named in the accompanying proxy intend to vote according to the recommendations of Taft National's Board of Directors.

        Taft National's Board of Directors is soliciting the proxies for the Taft National special shareholders' meeting. Taft National will pay for the cost of solicitation of proxies. In addition to solicitation by mail, Taft National's directors, officers and employees may also solicit proxies from shareholders by telephone, facsimile, telegram or in person. If Taft National's management deems it advisable, the services of individuals or companies that are not regularly employed by Taft National may be used in connection with the solicitation of proxies. Arrangements will also be made with brokerage houses and other custodians, nominees and fiduciaries to send the proxy materials to beneficial owners. Taft National will, upon request, reimburse those brokerage houses and custodians for their reasonable expenses in so doing.

        Taft National shareholders who submit proxy cards should not send in any stock certificates with their proxy cards. Instructions for the surrender of stock certificates representing shares of Taft National common stock will be mailed by Wells Fargo Shareowner Services, United Security's exchange agent, to former Taft National shareholders shortly after the merger is completed. Please read the section entitled "The Merger—The Merger Agreement—Exchange of Stock Certificates" for additional information.

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The Merger

        This section of the proxy statement-prospectus describes certain aspects of the proposed merger. Because this is a summary, it does not contain all the information that may be important to you. You should read this entire proxy statement-prospectus, including the appendices. A copy of the merger agreement is attached as Appendix A to this proxy statement-prospectus. The following discussion, and the discussion under the subsection entitled "The Merger Agreement," describes important aspects of the merger and the material terms of the merger agreement. These descriptions are qualified by reference to Appendix A.

Background and Reasons for the Merger; Recommendation of the Board of Directors

        Taft National, based in Taft, California, has conducted general banking operations to serve individuals and small to medium-sized businesses since January 3, 1983 in Taft and, since May 11, 1998 with a branch in Bakersfield. Both of these offices are located in Kern County. In serving individuals and small businesses, Taft National has focused on a community-based approach to banking.

        During the past several years the board of directors of Taft National has been concerned about the rapid changes occurring in the banking industry in California and Kern County including the trend of consolidation in the banking industry, further expected consolidation and increased competition in Kern County particularly by local and regional banks. In order to compete in a way that more banking customers are now expecting, Taft National faced the prospect of having to expend considerable capital and human resources to develop and maintain technological assets such as computer networks, online transaction processing, internet-enabled accounts and other features of modern banking that would require the raising of additional capital and the prospect of significant on-going expense.

        In terms of capital and assets, Taft National is one of the smallest banks in California. Although the board of directors believed that Taft National could and would meet the challenges necessary to build a healthy, modern bank, there would be considerable risk and uncertainty. The board of directors realized that a combination with another bank might be a more effective and less costly way to achieve the necessary scale and/or expertise necessary to accomplish these challenges with fewer risks to Taft National's shareholders. The board and senior management determined that Taft National would and should be receptive to offers that would maximize shareholder value consistent with its fiduciary duties while at the same time continuing to improve on the safety, soundness and profitability of its existing banking franchise.

        Taft National had received a number of unsolicited expressions of interest from various banks and private individuals. The board of directors considered each of these and determined that none were in the best interests of Taft National's shareholders.

        In September, 2002, the board of directors of Taft National engaged the services of James H. Avery Company as its financial advisor in connection with potential merger or acquisition transactions. James H. Avery Company contacted numerous potential banks as prospective acquirors. Of these institutions, three expressed considerable interest including non-binding offers. Following a review of the expressions of interest by Taft National's legal counsel and financial advisor a term sheet was adopted by the board of directors. After the issuance of the term sheet by Taft National stating the minimum price and terms acceptable to its board of directors, one of these three potential acquirers, United Security, expressed interest at a proposed value to Taft National shareholders significantly above the other preliminary indications and significantly above the limited trading market for Taft National's shares and within the range in which shares of comparable banks had been acquired. United Security was also the largest of the three potential acquirers with the most stock liquidity.

        United Security's offer was $5,349,620 in shares of United Security common stock, which was to be reduced, dollar for dollar, by certain merger-related expenses incurred by Taft over $300,000, plus payment of the principal and all accrued interest on five $100,000 convertible subordinated debentures held by certain directors of Taft National. James H. Avery Company was asked to prepare a financial

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analysis of the offer, including comparable transactions, which analysis is contained in a written fairness opinion dated December 11, 2003 and concludes that the initial offer was fair from a financial standpoint to Taft National shareholders. United Security's offer was then enhanced to compensate Taft National for United Security's delay in signing the merger agreement due to a regulatory examination of United Security. United Security added a provision that the maximum value of United Security common stock to be used in determining the number of shares to be exchanged for Taft National's shares be set at $22.00 per share. Thus, while the minimum consideration to Taft's shareholders would be $5,349,620, assuming Taft National's merger expenses do not exceed $300,000, regardless of the market value of United Security's common stock, there was to be no maximum consideration should the market value of United Security's common stock rise above $22.00 per share. On the date preceding the signing of the merger agreement, for example, the closing price of United Security's common stock was $26.74 indicating a consideration to Taft's shareholders of $6,502,220 assuming no adjustment for merger-related expenses incurred by Taft over $300,000. In addition to the consideration to be paid to Taft National shareholders, United Security's offer included the payment of all principal and accrued but unpaid interest of five convertible subordinated debentures of Taft National each in the face amount of $100,000 and each held by one of five Taft National directors. The five directors are Messrs. Beard, Colston, Hampton, Hollingsworth and Lloyd. The closing of the merger is contingent upon these five directors not converting the debentures into Taft National common stock. Upon the completion of the merger, the debentures will be entirely paid off and canceled.

        Additional negotiations related to the agreement and addressing personnel staffing, severance and other issues as well as due diligence investigations by United Security of Taft National and Taft National of United Security were conducted.

        On December 11, 2003, the Taft National board held a meeting to discuss and review, with its legal counsel, the draft merger agreement and the related documents. These documents included the shareholder and non-compete agreements of all of Taft National's directors. James H. Avery Company also delivered its written opinion, along with various documentation, that as of December 11, 2003, the consideration to be received by Taft National's shareholders is fair from a financial point of view.

        Against this background, upon consideration of the factors discussed above and elsewhere in this proxy statement-prospectus, and based upon the review and discussions by the Taft National board of the terms and conditions of the merger and the related documents and the opinion of James H. Avery Company as well as other relevant factors, the board reached the conclusion that the proposed merger was in the best interest of Taft National and it shareholders, and decided to enter into it. By unanimous vote, the board authorized and approved the merger and the execution of the merger agreement. The merger agreement was executed on December 11, 2003 and a joint press release was issued by the parties later that day.

        In reaching its conclusion, the Taft National board considered a number of important matters, including, among other things:

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        In addition to the advantages, discussed in the previous paragraph, of a merger with a larger financial institution, the board of directors and management of Taft National also discussed the various risks of combining with United Security, including:

        However, after weighing the advantages and disadvantages of a merger with United Security, the Taft National board of directors determined that the advantages clearly outweighed the disadvantages.

        The above discussion of the factors considered by the Taft National board of directors is not intended to be exhaustive. In view of the variety and nature of the factors considered by the Taft National board of directors, the Taft National board of directors did not find it practicable to assign relative weights to the specific factors considered in reaching its decision.

        For the reasons stated above, the board of directors of Taft National unanimously approved the merger agreement and related transactions, including the merger. The board of directors of Taft National believes that the merger is fair and in the best interests of Taft National and its shareholders. The board of directors of Taft National unanimously recommends that its shareholders vote "FOR" approval of the merger.

Structure of the Merger

        The merger agreement provides that Taft National will merge with United Security Bank, United Security's subsidiary. As a result of the merger, United Security Bank will be the surviving bank and will operate under the name "United Security Bank." Each share of Taft National common stock issued and outstanding, other than shares with respect to which dissenters' rights have been perfected, will be converted into the right to receive shares of United Security common stock. Each share of United Security common stock outstanding will remain outstanding after the merger. Please read the sections entitled "The Merger—Calculation of Consideration to be Paid to Taft National Shareholders" and "—Dissenters' Rights" for additional information.

Calculation of Consideration to be Paid to Taft National Shareholders

        The merger agreement provides that the number of shares of United Security common stock into which a share of Taft National common stock shall be converted shall be equal to the amount determined by dividing the lesser of, (a) the daily average of the closing price of a share of United Security common stock during the 20 consecutive trading days ending at the end of the third trading day immediately preceding the closing of the merger, or (b) $22.00, into $5,349,620, subject to a dollar for dollar adjustment in the event Taft National's expenses in the merger exceed $300,000 , with a maximum adjustment of $35,000, with the resulting quotient then divided by 267,481. It is likely that Taft National's merger expenses will exceed $300,000 by $35,000. In that event, the $5,349,620 will be reduced by $35,000. United Security shall pay the merger consideration in shares of United Security common stock, with a minimum number of shares equal to 243,164, unless Taft National's merger related expenses exceed $300,000 in the aggregate. Assuming Taft National's merger expenses are $335,000, then the minimum number of shares of United Security common stock to be issued will be 241,573.

        On a per share basis, each share of Taft National common stock will be entitled to receive the aggregate merger consideration described above, in shares of United Security common stock. In

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addition, cash will be paid to Taft National shareholders in lieu of any fractional shares of United Security common stock they would otherwise be entitled to receive.

        The following table provides an illustration, at various assumed United Security average stock prices, of the number of shares of United Security common stock to be issued, the aggregate value of merger consideration to be received by Taft National shareholders, and the Taft National per share consideration. Please note that the following table is only an illustration. The Taft National per share merger consideration was computed based upon 267,481 shares of common stock issued and outstanding on December 11, 2003, Taft National's merger expenses equaling $335,000 and assumes, as has been agreed in the merger agreement, that the five $100,000 convertible subordinated notes which are convertible into shares of Taft National common stock under certain circumstances are not converted.

Assumed Average
United Security
Stock Prices

  Number of
United Security
Shares to be
Received for each
Taft National Share

  Aggregate
Value of
Merger
Consideration

  Value of Taft
National per
Share Merger
Consideration

$ 19.00   1.04574471   $ 5,314,620   $ 19.87
$ 20.00   0.99345748   $ 5,314,620   $ 19.87
$ 21.00   0.94614998   $ 5,314,620   $ 19.87
$ 22.00   0.90314316   $ 5,314,620   $ 19.87
$ 23.00   0.90314316   $ 5,556,194   $ 20.77
$ 24.00   0.90314316   $ 5,797,767   $ 21.68
$ 25.00   0.90314316   $ 6,039,341   $ 22.58
$ 26.00   0.90314316   $ 6,280,915   $ 23.48
$ 27.00   0.90314316   $ 6,522,488   $ 24.38
$ 28.00   0.90314316   $ 6,764,062   $ 25.29
$ 29.00   0.90314316   $ 7,005,635   $ 26.19

        As the table above illustrates, as the average United Security stock price increases beyond $22.00 per share, the aggregate value of the merger consideration also increases.

        It is very likely that most of Taft National's shareholders will be entitled to receive a fractional interest of a share of United Security common stock in addition to a whole number of shares of United Security common stock. The merger agreement provides that, in lieu of receiving a fractional share, Taft National's shareholders entitled to a fractional share will receive cash equal to the value of the fractional interest.

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Certain Federal Income Tax Consequences

        The following discussion addresses the material federal income tax considerations of the merger that are generally applicable to Taft National shareholders. The entirety of the following discussion is the tax opinion of Vavrinek, Trine, Day & Co., LLP. It does not address the tax consequences of the merger under foreign, state, or local tax laws or the tax consequences of transactions completed before or after the merger, such as the exercise of options to purchase Taft National common stock in anticipation of the merger. Also, the following discussion does not deal with all federal income tax considerations that may be relevant to certain Taft National shareholders in light of their particular circumstances, such as shareholders who:

        You are urged to consult your own tax advisors regarding the tax consequences of the merger to you based on your own circumstances, including the applicable federal, state, local, and foreign tax consequences.

        The following discussion is based on the Internal Revenue Code of 1986, as amended, referred to as the Code, applicable Treasury Regulations, judicial decisions, and administrative rulings and practice, as of the date of this proxy statement-prospectus, all of which are subject to change. Any such change could be applied to transactions that were completed before the change, and could affect the accuracy of the statements and conclusions in this discussion and the tax consequences of the merger to United Security, Taft National and Taft National shareholders.

        Neither United Security nor Taft National has requested nor will request a ruling from the Internal Revenue Service with regard to any of the tax consequences of the merger. Instead, as a condition to the closing of the merger, Vavrinek, Trine, Day & Co., LLP, independent accountants to Taft National, has rendered its opinion to United Security and Taft National to the effect that:

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        This tax opinion is based upon the assumption that the merger will take place in the manner described in the merger agreement and also assumes the truth and accuracy of certain factual representations that have been made by United Security and Taft National and which are customarily given in transactions of this nature.

        Based on the assumption that the merger will constitute a tax-free reorganization, and subject to the limitations and qualifications referred to in this discussion, the following federal income tax consequences will result from the merger. When you exchange your shares of Taft National common stock solely for United Security common stock, and cash in lieu of a fractional share, you should not recognize any gain or loss, except with respect to the fractional share. If you receive cash in lieu of a fractional share of United Security common stock, you will generally recognize gain or loss in an amount equal to the difference between (1) the amount of cash received in lieu of a fractional share and (2) your basis allocated to the fractional share. The holding period of the United Security common stock you receive in the merger will include the period for which you held your Taft National common stock, provided that you held your Taft National common stock as a capital asset at the time of the merger.

        Payments in respect of Taft National common stock or a fractional share of United Security common stock may be subject to the information reporting requirements of the Internal Revenue Service and to a 30% backup withholding tax. Backup withholding will not apply to a payment made to you if you complete and sign the substitute Form W-9 that will be included as part of the transmittal letter and notice from United Security's exchange agent, or you otherwise prove to United Security and its exchange agent that you are exempt from backup withholding.

        When you exchange shares of Taft National common stock in the merger for United Security common stock, you are required to retain records of the transaction, and to attach to your federal income tax return for the year of the merger a statement setting forth all relevant facts with respect to the nonrecognition of gain or loss upon the exchange. At a minimum, the statement must include:

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        If you effectively dissent from the merger and receive cash for your shares, you will recognize a gain, or loss, for federal income tax purposes equal to the amount by which the cash received for those shares exceeds, or is less than, your federal income tax basis for the shares. The amount of that gain, or loss, if any, will be treated as ordinary income or loss, or long-term or short-term capital gain or loss depending on:

        In certain circumstances, you can be deemed for tax purposes to own shares that are actually owned by a nondissenter who is related to you, or to own shares of United Security common stock, with the possible result that the cash received upon the exercise of your rights could be treated as a dividend received in a corporate distribution rather than as an amount received in a sale or exchange of Taft National common stock.

        This opinion of Vavrinek, Trine, Day & Co., LLP is not binding on the Internal Revenue Service or the courts. If the Internal Revenue Service were to successfully assert that the merger is not a reorganization within the meaning of Section 368(a) of the Code, then you would be required to recognize gain or loss equal to the difference between:

        In such an event, your total initial tax basis in the United Security common stock received would be equal to its fair market value, and your holding period for the United Security common stock would begin the day after the merger. The gain or loss would be a long-term capital gain or loss if your holding period for the Taft National common stock was more than one year and the Taft National common stock was a capital asset in your hands.

        The preceding discussion does not purport to be a complete analysis of all potential tax consequences of the merger that may be relevant to a particular Taft National shareholder. You are urged to consult with your own tax advisor regarding the specific tax consequences to you of the merger, including the applicability and effect of foreign, state, local, and other tax laws.

Regulatory Approvals

        Because the survivor of the merger will be a state-chartered member bank, the merger is subject to approval of an application by United Security Bank to the FRB. In reviewing the application, the FRB takes into consideration, among other things, competition, the financial and managerial resources and future prospects of the companies, and the convenience and needs of the communities to be served. Federal law prohibits the FRB from approving the merger if the merger would result in undue concentration of resources or decreased or unfair competition, unless the anti-competitive effects of the merger are clearly outweighed by the benefits to the public.

        The FRB has the authority to deny United Security Bank's application if the FRB concludes that the combined organization would have an inadequate capital structure, taking into account, among

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other factors, the nature of the business and operations and plans for expansion. Furthermore, the FRB must also evaluate the records of United Security Bank in meeting the credit needs of its community, including low- and moderate-income neighborhoods, consistent with safe and sound operation. United Security Bank has an "Outstanding" Community Reinvestment Act evaluations.

        United Security Bank submitted its application for FRB approval of the merger on December 16, 2003, and on February 19, 2004, the FRB approved its application.

        Because the survivor of the merger will be a California-chartered bank, the approval of the DFI is also required. In determining whether to approve the merger, the DFI evaluates the application to determine, among other things, that:

        The application for DFI approval of the merger was submitted on December 20, 2003, and on January 30, 2003, the DFI approved the merger.

        Under federal banking laws, a 30-day waiting period must expire following the FRB's approval of the merger. Within that 30-day waiting period the Department of Justice may file objections to the merger under federal antitrust laws. The FRB may reduce the waiting period to 15 days with the concurrence of the Department of Justice. The Department of Justice could take such action under antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the merger unless divestiture of an acceptable number of branches to a competitively suitable purchaser can be made. If the Department of Justice commences an action challenging the merger on antitrust grounds during either the 30-day or 15-day waiting periods, commencement of that action would stay the effectiveness of the regulatory approvals, unless a court of competent jurisdiction specifically orders otherwise.

        The merger cannot proceed in the absence of the regulatory approvals and the expiration of the statutory waiting period. United Security and Taft National are not aware of any reasons why regulatory approvals will not be received. United Security and Taft National have agreed to use their reasonable best efforts to obtain all necessary regulatory approvals. However, there can be no assurance that approvals will be obtained, nor can there be assurance as to the date of any approval. There also can be no assurance that any approvals will not contain unacceptable conditions or requirements.

Resale of United Security Common Stock

        The shares of United Security common stock that you receive as a result of the merger will be registered under the Securities Act of 1933, or the Securities Act. You may freely trade these shares of United Security common stock if you are not considered an "affiliate" of Taft National, as that term is defined in the federal securities laws. Generally, an "affiliate" of Taft National is any person or entity directly or indirectly controlling or who is controlled by Taft National. Taft National's affiliates generally

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include directors, certain executive officers and holders of 10% or more of Taft National's common stock.

        Taft National's affiliates may not sell their shares of United Security common stock acquired in the merger, unless those shares are registered under an effective registration statement under the Securities Act, or by complying with Securities Act Rule 145 or another applicable exemption from the registration requirements of the Securities Act. United Security may also place restrictive legends on certificates representing shares of United Security common stock issued to all persons considered "affiliates" of Taft National.

        Before United Security and Taft National complete the merger, the merger agreement requires each "affiliate" of Taft National to execute and deliver to United Security a letter acknowledging that such person or entity will not dispose of any United Security common stock in violation of the Securities Act or Securities Act Rule 145.

Certain Effects of the Merger

        The merger agreement requires Taft National to merge into United Security Bank, with United Security Bank as the surviving entity. After the merger, United Security Bank will continue to be United Security's subsidiary, and will continue to have its headquarters at 2151 West Shaw Avenue, Fresno, California 93710. United Security and United Security Bank will continue to operate with its present directors and executive officers.

        After the merger, there will be no more trading in Taft National's common stock. Each Taft National shareholder will receive instructions from United Security's exchange agent regarding exchanging Taft National stock certificates.

Interests of Certain Persons in the Merger

        Taft National's executive officers have interests in the merger in addition to their interests as Taft National shareholders. Taft National's Board of Directors was aware of these interests and considered them, among other matters, in approving the merger agreement. Under the merger agreement, United Security has agreed to enter into one year employment agreements with Dennis Tishma, Taft National's President and Chief Executive Officer, and Robert Morris, Taft National's Chief Credit Officer and Executive Vice President. The terms of both employment agreements provide that Messrs. Tishma and Morris will continue to receive their current salaries. Both agreements further provide that if Mr. Tishma or Mr. Morris is terminated by United Security without cause before the one year term of the agreement has expired, then United Security must pay Mr. Tishma or Mr. Morris, as the case may be, an amount of money equal to the salary that they would have earned had they not been terminated early.

        On December 18, 1991, Taft National entered into a Salary Continuation Agreement with its former President, Charles E. Smith. The Salary Continuation Agreement provides for the payment of $60,000 per year for fifteen (15) years beginning on the first month after Mr. Smith retires. Mr. Smith retired December 31, 2001, and Taft National thereafter began payments to Mr. Smith under the terms of the Salary Continuation Agreement. If Mr. Smith dies within fifteen (15) years after his retirement, Mr. Smith's designated beneficiary shall receive the balance of the payments. United Security Bank will assume Taft National's obligations under the Salary Continuation Agreement upon consummation of the merger.

        Taft National's bylaws provide Taft National's directors and officers with contractual rights to indemnification binding upon a successor. Please read the section entitled "Comparison of Shareholder Rights—Indemnification of Directors and Officers" for additional information.

        In settlement of a claim by Taft National against a former director, Taft National was assigned a twenty-five percent (25%) general partnership interest in a partnership that holds title to 523 Cascade

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Place, Taft, California, Taft National's current headquarters. The remaining seventy-five percent (75%) is owned by three of the directors of Taft National (25% each), Messrs. Beard, Hampton and Colston. The partnership has leased the 11,000 square foot building to Taft National on a long term triple net lease that began September 1, 1982, and will terminate on November 30, 2007. The current rent under the lease is $9,000 per month plus the landlord's cost of taxes, insurance and maintenance. Although the settlement agreement has been signed by all parties, the formal assignment document called for by the settlement agreement has not yet been signed by the former director. Upon consummation of the merger, United Security will succeed to Taft National's interest in the partnership.

        The discovery period for Taft National's policy of directors and officers liability insurance will be extended for up to 48 months with respect to all matters arising from facts or events which occurred before the effective time of the merger for which Taft National would have an obligation to indemnify its directors and officers. The cost of this extension shall not exceed $50,000 under the terms of the merger agreement; however, any premium cost in excess of $10,000 will be included in the $300,000 transaction cost ceiling for merger related expenses, above which the purchase price will be reduced dollar for dollar, with a maximum reduction of $35,000.

        Taft currently is indebted on five subordinated debentures each with a principal amount of $100,000, and are convertible at the option of the holder into common stock of Taft National. These notes were purchased by directors of Taft National to provide additional capital for it as required by the OCC. The directors who each hold one of the $100,000 subordinated debentures are Messrs. Beard, Hampton, Colston, Hollingsworth, and Lloyd. Each debenture carries an interest rate of Western Edition Wall Street Journal Prime Rate plus 1%, with a term of 10 years ending on September 30, 2011, with principal payments beginning on December 31, 2006 and with an initial conversion price of $11.50. As consideration for the merger, the holders of the debentures have agreed not to convert those debentures into common stock of Taft National and United Security has agreed to pay all principal and accrued interest on the debentures on or before the effective time of the merger.

Dissenters' Rights of Taft National's Shareholders

        Dissenters' rights will be available to the Taft National shareholders in accordance with Section 214a(b) of Title 12 of the United States Code. The required procedure set forth in Section 214a(b) of the United States Code must be followed exactly or any dissenters' rights may be lost.

        The information set forth below is a general summary of dissenters' rights as they apply to Taft National shareholders and is qualified in its entirety by reference to Section 214a(b) of Title 12 of the United States Code which is attached to this proxy statement-prospectus as Appendix B.

        If the merger is approved, Taft National shareholders who dissent from the merger by complying with the procedures set forth in Section 214a(b) of Title 12 of the United States Code will be entitled to receive an amount equal to the fair market value of their shares as of April 21, 2004, the date of the shareholders' meeting.

        In order to be entitled to exercise dissenters' rights, the shares of Taft National common stock which are outstanding and are entitled to be voted at the special shareholders' meeting must be voted "AGAINST" the merger by the holder of such shares, or the holder of such shares must give written notice to Taft National at or prior to the special meeting of shareholders that such shareholder dissents from the merger agreement. Thus, any Taft National shareholder who wishes to dissent and executes and returns a proxy in the accompanying form or votes at the special shareholders' meeting must vote "AGAINST" the merger. If the shareholder does not return a proxy or provide written notice of dissent, or returns a proxy without voting instructions or with instructions to vote "FOR" or

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"ABSTAIN" with respect to the merger, or votes in person or by proxy at the special shareholders' meeting "FOR" the merger, his or her shares will be counted as votes in favor of the merger and the shareholder will lose any dissenters' rights.

        Furthermore, in order to preserve his or her dissenters' rights, a Taft National shareholder must make a written demand upon Taft National for the purchase of dissenting shares and payment to the shareholder of their fair market value, specifying the number of shares held of record by the shareholder and a statement of what the shareholder claims to be the fair market value of those shares as of April 21, 2004, the date of the special meeting of shareholders. The demand must be addressed to United Security Bank, 1525 East Shaw Avenue, Fresno, California 93710; Attention: Ken Donahue, Assistant Corporate Secretary, and the demand must be received by United Security Bank not later than 30 days after the date of completion of the merger. A vote "AGAINST" the merger does not constitute the written demand.

        Within 30 days after the date of completion of the merger, the dissenting shareholder must surrender to United Security Bank, both the written demand and the certificates representing the dissenting shares to be stamped or endorsed with a statement that they are dissenting shares or to be exchanged for certificates of appropriate denomination so stamped or endorsed. Any shares of Taft National common stock that are transferred prior to their submission for endorsement lose their status as dissenting shares.

        The value of the shares of Taft National common stock will be determined by a committee of three persons, one to be selected by the majority vote of the dissenting shareholders entitled to received the value of their shares, one by the directors of United Security Bank and the third by the two so chosen. The valuation agreed upon by any two of the three appraisers shall be the value used for payment to the dissenters.

        If the value decided by the appraisers is not satisfactory to a dissenting shareholder who has requested payment, such shareholder may within five days after being notified of the appraised value of his or her shares appeal to the Comptroller of the Currency, who shall cause a reappraisal to be made, which shall be final and binding as to the value of the shares. If within ninety days form the date of completion of the merger, for any reason one or more of the appraisers is not selected as provided above, or the appraisers fail to determine the value of the shares, the Comptroller shall upon written request of any interested party, cause an appraisal to be made, which shall be final and binding on all parties.

        A dissenting shareholder may not withdraw his or her dissent or demand for payment unless Taft National consents to the withdrawal.

Opinion of Financial Advisor

        Taft National's Board of Directors retained James H. Avery Company, under the terms of an engagement letter dated September 24, 2002, to provide financial advisory services for the purposes of analyzing Taft National's strategic options including the rendering of a fairness opinion from a financial point of view to Taft National's shareholders in the event of a proposed merger. Taft National and

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James H. Avery Company provided this discussion of the review undertaken by James H. Avery Company.

        Taft National retained James H. Avery Company as investment analysts to determine the fairness, from a financial point of view, to the holders of shares of Taft National common stock of the consideration to be received by Taft National in the merger. Under the terms of the merger agreement, each holder of shares of Taft National common stock will receive from United Security, in exchange for his or her shares of Taft National common stock, shares of United Security common stock. The transaction is based on a minimum aggregate consideration of $5,349,620 less certain specified costs of the transaction incurred by Taft National in excess of $300,000. The share value for Taft National is to be exchanged based on the determined market value per share of United Security common stock for each share of Taft National common stock based on the average closing price of United Security during the 20 consecutive days of trading ending on the third trading day immediately preceding the date of closing of the merger with a maximum valuation of United Security common stock at $22.00 per share. Based on each of the analyses discussed below, James H. Avery Company determined that United Security's offer was fair to the Taft National shareholders from a financial standpoint.

        James H. Avery Company has acted for Taft National and for the board of directors of Taft National as financial advisor in this transaction and will receive a fee for its services, including rendering this opinion, equal to 2.00% of the aggregate consideration paid up to a maximum of $125,000.00 should the aggregate consideration paid equal $5,000,000.01 to $7,000,000.00. This fee shall be 2.50% of the aggregate consideration paid up to a maximum of $200,000.00 should the aggregate consideration paid exceed $7,000,000.00. It is expected that the total fee to be paid to James H. Avery Company will be $125,000. To date, $33,000 has been paid to James H. Avery Company and the balance of the fee is contingent upon the consummation of the merger. James H. Avery Company has not previously provided financial advisory services to Taft National. James H. Avery Company is not a market maker in shares of Taft National common stock nor do its principals or employees own, directly or indirectly, any shares of Taft National common stock. Taft National's board of directors selected James H. Avery Company to act as its financial advisor on the basis of James H. Avery Company's expertise and experience in the banking industry since 1968. James H. Avery Company is an independent financial advisor to the banking industry in California specializing in capital planning, mergers and acquisitions, the valuation of banks and their securities as well as additional related activities.

        No limitations were imposed by Taft National on James H. Avery Company in the investigations made or procedures followed in rendering its opinion. James H. Avery Company issued the Taft National fairness opinion on the consideration to be received by the shareholders of Taft National in the merger agreement as fair, from a financial point of view, to the holders of the shares of Taft National common stock on December 11, 2003.

        In arriving at the Taft National fairness opinion, James H. Avery Company has reviewed and analyzed, among other things, the following:

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        James H. Avery Company has held discussions with senior management of Taft National concerning Taft National's past and current operations, financial condition and prospects, as well as the results of regulatory examinations. James H. Avery Company has reviewed with senior management of Taft National various operating projections for Taft National as a stand-alone entity, assuming the merger does not occur. Certain pro forma shareholder value comparative projections were derived by James H. Avery Company for United Security and for Taft National as a stand-alone entity based on historical data.

        In conducting the review and in arriving at the Taft National fairness opinion, James H. Avery Company relied upon and assumed the accuracy and completeness of the financial and other information provided to James H. Avery Company or was publicly available. James H. Avery Company has not assumed any responsibility for independent verification of this information. James H. Avery Company has relied upon the management of Taft National for various operating projections and assumed that such projections reflect the best currently available estimates and judgments of Taft National management. James H. Avery Company has also assumed, without assuming any responsibility for the independent verification of same, that the allowances for loan losses of United Security is adequate to cover its loan losses. James H. Avery Company has also assumed, without assuming any responsibility for the independent verification of same, that there are no active, pending or anticipated legal actions; no under or over market leases or owned fixed asset valuations; or any other under or over-evaluated assets or liabilities for either Taft National or United Security that would significantly change the financial condition for either company.

        James H. Avery Company has not made or obtained any evaluations or appraisals of the property of Taft National or United Security, nor has James H. Avery Company examined any individual loan credit files. For purposes of its opinion, James H. Avery Company has assumed that the merger will have the tax, accounting and legal effects described in the merger agreement and has assumed the accuracy of the disclosures in the merger agreement. The Taft National fairness opinion is limited to the fairness, from a financial point of view, to the holders of shares of Taft National common stock of the aggregate minimum consideration as described in the merger agreement and does not address Taft National's underlying decision to proceed with the merger.

        James H. Avery Company has considered the financial and other factors, as it has deemed appropriate under the circumstances, including among others the following:

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        James H. Avery Company has also taken into account its assessment of economic, market and financial conditions generally and specifically to the markets in which Taft National and United Security operate, as well as its experience in other transactions, in bank securities valuation and its knowledge of the banking industry generally. The Taft National fairness opinion is necessarily based only upon conditions as they exist and can be evaluated on the date of the opinion and the information made available to James H. Avery Company through the date of the opinion.

        James H. Avery Company performed financial analysis and peer-group comparisons with Taft National relating to overall performance and financial condition. James H. Avery Company analyzed other bank merger and acquisition transactions announced between December 5, 2002 and December 5, 2003 where the seller's assets were under $100 million. This asset size peer group was deemed comparable to the $52 million in assets reported by Taft National at September 30, 2003. In James H. Avery Company's opinion, the rural and agricultural nature of Taft National's market area and the lack of sufficient recent regional or California transactions in similar markets as Taft National's justified analysis of "peer group" banks nationwide. The transactions analyzed and defined in this section of this proxy statement-prospectus as the "peer group" were:

Of the foregoing twenty-eight peer group banks, seven had a return on assets of less than 0.50% at the time the analysis was made.

        The analysis of these announced transactions included comparative financial data relating to income, return on assets, return on equity, equity to assets, loan loss reserves, purchase price announced as a multiple to book value, purchase price announced as a multiple of the last twelve months of net income, purchase price announced as a multiple of total assets and purchase price

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announced as a premium for "core deposits" over book value with "core deposits" defined as all domestic deposits less accounts of $100,000 or more. As discussed in this proxy statement-prospectus, Taft National's various financial ratios do not compare favorably with the peer group median ratios in the areas of loan loss reserves to non-current loans, return on equity and return on assets. Based on the peer group medians to Taft National's ratios in these comparisons, James H. Avery Company's analysis and judgment is that Taft National's value should be lower than the peer group median values.

        At September 30, 2003, Taft National's total equity was 6.65% of total assets. The range of peer group banks in terms of total equity to total assets was 6.33% to 14.85% with the median at 8.57%. The range of peer group banks with return on assets of under 0.50% in terms of total equity to total assets was 6.33% to 13.75% with the median at 9.17%. In this total equity to total assets comparison, the median of the peer group was 1.3 times Taft National's. The median for those banks with less than a 50% return on assets was 1.4 times Taft National's.

        At September 30, 2003, Taft National's loan loss reserves represented 160% of non-current loans. The range of peer group banks as to loan loss reserves to non-current loans was 35% to 5,045% with five banks having no non-current loans and with the median at 231%. The range of peer group banks with return on assets of under 0.50% as to loan loss reserves to non-current loans was 35% to 1,050% with one bank having no non-current loans and with the median at 185%. In this loan loss reserves to non-current loans comparison, the median of the peer group was 1.4 times Taft National's. The median for those banks with less than a 50% return on assets was 1.2 times Taft National's.

        At September 30, 2003, Taft National's annualized return on equity was 3.08% for the year, 2003. The range of peer group banks as to annualized year-to-date return on equity prior their respective announced transactions was -8.02%% to +31.30% with the median at 9.21%. The range of peer group banks with return on assets of under 0.50% as to annualized year-to-date return on equity prior their respective announced transactions was -8.02% to +7.03% with the median at 2.76%. In this comparison, the median of the peer group was 3.0 times Taft National's. The median for those banks with less than a 50% return on assets was 0.9 times Taft National's.

        At September 30, 2003, Taft National's annualized return on assets was 0.20% for the year, 2003. The range of peer group banks as to annualized year-to-date return on assets prior to their respective announced transactions was -0.74% to +2.19% with the median at 0.81%. The range of peer group banks with return on assets of under 0.50% as to annualized year-to-date return on assets prior to their respective announced transactions was -0.74% to +0.46% with the median at 0.25%. In this comparison, the peer group median was 4.1 times Taft National's. The median for those banks with less than a 50% return on assets was 1.3 times Taft National's.

        James H. Avery Company determined that no transaction reviewed was identical to the subject transaction and that, accordingly, any analysis of comparable transactions necessarily involves subjective considerations and judgments concerning differences in financial, operating and market characteristics of the parties to the transactions being compared.

        Set forth below is a brief summary of the considerations related to the fairness opinion rendered.

        Multiple of Book Value Method.    This valuation approach is formulated on the announced purchase prices and multiples of book values based on the announced transactions of Taft National's asset-size peer group and those peers with less than a 0.50% return on assets. The multiple of book value is but one methodology utilized in the determination of overall market value of Taft National.

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        The peer group multiple factor ranged from 1.09 to 2.83 with the median at 1.84. Utilizing the Multiple of Book Value Method the minimum acquisition value, as of the Taft National fairness opinion report date, is as follows:

        $3,454,000 (Taft National's September 30, 2003 book value) X 1.84 (the peer group median) = $6,355,360.

        The peer group with less than a 0.50% return on assets multiple factor was from 1.22 to 2.09 with the median at 1.62. Utilizing the Multiple of Book Value Method the minimum acquisition value, as of the Taft National fairness opinion report date, is as follows:

        $3,454,000 (Taft National's September 30, 2003 book value) X 1.62 (the under 0.50% ROA peer median) = $5,595,480.

        Using the minimum merger consideration to be paid to Taft National's shareholders of $5,349,620 and Taft National's book value as of September 30, 2003, of $3,454,000, United Security's offer equates to 1.54 times Taft National's book value. Based on the price of United Security's common stock of $26.34 on December 10, 2003, the day before James H. Avery Company issued its fairness opinion, United Security's offer represented $6,405,000 in total merger consideration. Using $6,405,000 as the merger consideration to be paid to Taft National shareholders and Taft National's book value as of September 30, 2003, of $3,454,000, United Security's offer equates to 1.85 times Taft National's book value.

        Multiple of Income Method.    This valuation approach is formulated on the announced purchase prices and multiples of net income over the previous twelve months based on announced transactions of Taft National's asset-size peer group. Such income data for Taft National was based on call report data through September 30, 2003. The multiple of income is but one methodology utilized in the determination of overall market value of Taft National.

        The peer group multiple factor ranged from 11.91 to 63.19 with the median at 23.32. Utilizing the Multiple of Income Method (based on Taft National's twelve-month income through September 30, 2003) the acquisition value, as of the Taft National fairness opinion report date, is as follows:

        $187,000 (Taft National's last twelve months income) X 23.32 (the peer group median) = $4,360,840.

        Using the minimum merger consideration to be paid to Taft National's shareholders of $5,349,620 and Taft National's last twelve months of income of $187,000, United Security's offer equates to 28.50 times Taft National's income. Based on the price of United Security's common stock of $26.34 on December 10, 2003, the day before James H. Avery Company issued its fairness opinion, United Security's offer represented $6,405,000 in total merger consideration. Using $6,405,000 as the merger consideration to be paid to Taft National's shareholders and Taft National's last twelve months income of $187,000, United Security's offer equates to 34.25 times Taft National's income.

        The peer group with less than a 0.50% return on assets multiple factor was not considered as all but three of this group had a negative income during the period preceding their respective announcements. It is also noted that Taft National would have had a net loss during the period as well except for a one-time profit related to its sale of securities during the period.

        Percentage of Total Assets Method.    This valuation approach is formulated on the announced purchase prices as a percentage of total assets based on the announced transactions of Taft National's asset-size peer group. Such asset data for Taft National was based on call report data as of September 30, 2003. The percentage of total assets is but one methodology utilized in the determination of overall market value of Taft National.

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        The peer group percentage factor ranged from 9.96% to 26.51% with the median at 17.10%. Utilizing the Percentage of Total Assets Method (based on Taft National's total assets as of September 30, 2003) the acquisition value, as of the Taft National fairness opinion report date, is as follows:

        $51,939,000 (Taft National's total assets at September 30, 2003) X 0.1710 (the peer group median) = $8,881,569.

        The peer group with less than a 0.50% return on assets multiple factor ranged from 9.96% to 18.28% with the median at 15.58%. Utilizing the Percentage of Total Assets Method (based on Taft National's total assets as of September 30, 2003) the acquisition value, as of the Taft National fairness opinion report date, is as follows:

        $51,939,000 (Taft National's total assets at September 30, 2003) X 0.1558 (the peer group median) = $8,092,096.

        Using the minimum merger consideration to be paid to Taft National's shareholders of $5,349,620 and Taft National's total assets as of September 30, 2003, of $51,939,000, United Security's offer equates to 10.26% of Taft National's total assets. Based on the price of United Security's common stock of $26.34 on December 10, 2003, the day before James H. Avery Company issued its fairness opinion, United Security's offer represented $6,405,000 in total merger consideration. Using $6,405,000 as the merger consideration to be paid to Taft National's shareholders and Taft National's total assets as of September 30, 2003, of $51,939,000, United Security's offer equates to 12.33% of Taft National's total assets.

        Core Deposits Premium over Book Value Method.    This valuation approach is formulated on the announced purchase prices and the percentage premium paid for core deposits over the book value based on the announced transactions of Taft National's asset-size peer group. Core deposits are all domestic bank deposits excluding accounts in excess of $100,000. Such deposit data for Taft National was based on call report data as of September 30, 2003. The core deposits premium is but one methodology utilized in the determination of overall market value of Taft National.

        The peer group premium on core deposits ranged from 1.53% to 22.40% with the median at 9.57%. Utilizing the Core Deposits Premium over Book Value Method (based on Taft National's book value and its core deposits as of September 30, 2003) the acquisition value, as of the Taft National fairness opinion report date, is as follows:

        $43,324,000 (Taft National's core deposits as of September 30, 2003) X .0957 (the peer group median) = $4,146,107 plus $3,454,000 (Taft National's book value as of September 30, 2003) = $7,600,107.

        The peer group with less than a 0.50% return on assets premium on core deposits ranged from 2.12% to 9.75% with the median at 7.33%. Utilizing the Core Deposits Premium over Book Value Method (based on Taft National's book value and its core deposits as of September 30, 2003) the acquisition value, as of the Taft National fairness opinion report date, is as follows:

        $43,324,000 (Taft National's core deposits as of September 30, 2003) X .0733 (the peer group median) = $3,175,649 plus $3,454,000 (Taft National's book value as of September 30, 2003) = $6,629,649.

        Using the minimum merger consideration to be paid to Taft National's shareholders of $5,349,620 and Taft National's core deposits as of September 30, 2003, of $43,324,000, and Taft National's book value as of September 30, 2003, of $3,454,000, United Security's offer equates to a core deposits premium of 4.32%. Based on the price of United Security's common stock of $26.34 on December 10, 2003, the day before James H. Avery Company issued its fairness opinion, United Security's offer represented $6,405,000 in total merger consideration. Using $6,405,000 as the merger consideration to

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be paid to Taft National's shareholders and Taft National's core deposits as of September 30, 2003, of $43,324,000, and Taft National's book value as of September 30, 2003, of $3,454,000, United Security's offer equates to a core deposits premium of 6.81%.

Valuation Summary using Median Comparative Values—All Peer Group Banks

 
  Total Value
Multiple of Book Value Method   $ 6,355,360
Multiple of Income Method   $ 4,360,840
Percentage of Total Assets Method   $ 8,881,569
Core Deposits Premium over Book Value Method   $ 7,600,107
Mean Average   $ 6,799,469
Median Average   $ 6,977,734
Minimum Merger Consideration   $ 5,349,620
Merger Consideration based on United Security Stock price of $26.34 on December 10, 2003   $ 6,404,939

        As previously noted, financial comparisons of Taft National to the peer-group ratios indicate that the Taft National valuation should be somewhat below the peer group median valuations.

Valuation Summary using Median Comparative Values—
Peer Group Banks with under 0.50% return on assets

 
  Total Value
Multiple of Book Value Method   $ 5,595,480
Multiple of Income Method     Not calculated
Percentage of Total Assets Method   $ 8,092,096
Core Deposits Premium over Book Value Method   $ 6,629,649
Mean Average   $ 6,772,408
Median Average   $ 6,629,649
Minimum Merger Consideration   $ 5,349,620
Merger Consideration based on United Security Stock price of $26.34 on December 10, 2003   $ 6,404,939

        As previously noted, financial comparisons of Taft National to the peer-group with return on assets of less than 0.50% ratios indicate that the Taft National valuation should be somewhat below the peer group median valuations.

        A review of these comparable multiples, considering Taft National's financial condition relative to the peer group, indicates that the comparisons indicate that the merger consideration is fair.

Earnings Accretion Analysis

        James H. Avery Company reviewed and analyzed various projected earnings of Taft National made based on Taft National's continuing independent operation or on a "stand alone" basis. Using the year 2005, Taft National's most recent management projections show a pre-tax profit of $317,896. These projections were subsequently proved conservative based on November, 2003 pre-tax income being 27% ahead of projections. Much of this was due to the reduction of the loan loss provision which may not be sustainable. Nevertheless, we increased the 2005 management projection by approximately 20% to $381,000. Based on taxes at 44% of pre-tax earnings, our net profit projection is $214,000 or $0.80 per share using current shares outstanding of 267,481.

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        As of September 30, 2003, United Security's earnings were $6,309,000 for the year 2003 exclusive of the increase in income as a result of restating 2002 income. United Security's last twelve months income was $8,564,000. Including the restatement of income in 2002, United Security's net income has averaged a 15.3% increase per year over the 2000 - 2002 periods. Projecting income at the above $8,564,000 for 2003 and using a 15% annual increase in such income, United Security's 2005 net income is projected at $9,850,000 in 2004 and $11,330,000 in 2005 all projections being on a "stand alone" basis or without the proposed acquisition of Taft National.

        Based on conversations with Taft National management we are assuming that, in combining the earnings of Taft National and United Security, there will be a cost savings to the combined entity of approximately 25% of Taft National's stand alone projection of noninterest expenses in 2005 or approximately $716,000 with a net income after tax increase to the combination of $425,000. Thus, the projected combined income of the two entities in 2005 is $11,969,000. Based on the exchange value of United Security shares at $22.00 per share and the minimum value of the transaction at $5,349,620 Taft National shareholders will be issued 243,165 shares. Added to United Security's shares outstanding at September 30, 2003 (5,506,466 shares), the combined entities would have 5,749,631 shares outstanding and the earnings per share would be projected at $2.03. This is approximately 254% higher than that projected for Taft National on a stand alone basis.

        A review of the projected accretion of earnings to Taft National shareholders indicates substantially increased earnings to Taft National shareholders and, therefore, higher value to Taft National shareholders if the merger is completed.

Future Trading Value Analysis

        An analysis of per share earnings projected in 2005 for Taft National on a stand alone basis and on United Security on a combined entity basis was made by James H. Avery Company.

        Taft National's projected earnings in 2005 are $0.80 per share on a stand alone basis. The following California banks with assets under $200,000 were deemed comparable as to earnings per share relative to market value based on third quarter, 2003 reports of SNL Bank & Thrift Weekly: Mission Community Bank—San Luis Obispo, Mission Oaks National Bank—Temecula, First American Bank—Rosemead, Cuyamaca Bank—Santee, Summit Bancshares—Oakland, and Sonoma Valley Bank—Sonoma. These banks had price to last twelve months earnings ratios ranging from 12.4 to 23.9 with a median ratio of 17.0. The application of this median ratio to Taft National's projected earnings per share in 2005 indicated a future market value per share on a stand alone basis at $13.60.

        The combined entities of Taft National and United Security show projected earnings per share in 2005 of $2.03. The following California banks with assets of $400,000 to $700,000 were deemed comparable as to earnings per share relative to market value based on third quarter, 2003 reports of SNL Bank & Thrift Weekly: First Northern Community Bancorp—Dixon, FNB Bancorp—South San Francisco, Pacific Mercantile Bancorp—Costa Mesa, North Bay Bancorp—Napa, Pacific Crest Capital Inc.—Agoura Hills, First Regional Bancorp Inc.—Los Angeles, Redwood Empire Bancorp -Santa Rosa, BWC Financial Corp—Walnut Creek, Bank of Marin California—Corte Madera, Community Bancorp Inc.—Escondido, Foothill Independent Bancorp—Glendora, and North Valley Bancorp—Redding. These banks had price to last twelve months earnings ratios ranging from 13.4 to 23.1 with a median ratio of 16.0. The application of this median ratio to projected earnings per share of the combined entities in 2005 indicated a future market value per share on a combined basis at $32.48. This is approximately 239% higher than that projected for Taft National on a stand alone basis.

        A review of the projected future trading value to Taft National shareholders indicates substantially increased share value to Taft National shareholders and, therefore, higher value to Taft National shareholders if the merger is completed.

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Future Merger Value Analysis

        An analysis of per share earnings projected in 2005 for Taft National on a stand alone basis and on United Security on a combined entity basis was made by James H. Avery Company.

        Taft National's projected earnings in 2005 are $0.80 per share on a stand alone basis. The following announced sales of California bank's with assets under $200,000, excluding banks with negative earnings during the twelve month period preceding their announced sales, were deemed comparable as to previous twelve months seller's earnings relative to announced acquisition values for 2002 and 2003: Kerman State Bank by Westamerica Bancorp, Upland Bank by First Community Bancorp, Marathon Bancorp by First Community Bancorp, Bank of Coronado by First Community Bancorp, North State National Bank by TriCo Bancshares, Harbor National Bank by First Community Bancorp, PriVest Bank by America Bancshares, Auburn Community Bank by Western Sierra Bancorp, First State Bancorp by Boston Private Financial Holdings, Ojai Valley Bank by Mid-State Bancshares, Hacienda Bank by Heritage Oaks Bancorp, Kaweah National Bank by CVB Financial Corp, Sun Country Bank by America Bancshares, Verdugo Banking Company by First Community Bancorp, and Central Sierra Bank by Western Sierra Bancorp. These banks had announced price to last twelve months earnings to sales price ratios ranging from 13.74 to 71.77 with a median ratio of 17.66. The application of this median ratio to Taft National's projected earnings per share in 2005 indicated a future market value per share on a stand alone basis at $14.13.

        The combined entities of Taft National and United Security show projected earnings per share in 2005 of $2.03. The following announced sales of California banks with assets of $200,000 to $1,000,000, excluding banks with negative earnings during the twelve month period preceding their announced sales, were deemed comparable as to previous twelve months seller's earnings relative to announced acquisition values for 2002 and 2003: Pacific Crest Capital, Inc. by Pacific Capital Bancorp, California Independent Bancorp by Humboldt Bancorp, First Continental Bank by UCBH Holdings, Central Valley Bancorp by 1867 Western Financial Corp, and Orange County Bancorp by LandAmerica Financial Group. These banks had announced price to last twelve months earnings to sales price ratios ranging from 6.88 to 20.12 with a median ratio of 17.52. The application of this median ratio to projected earnings per share of the combined entities in 2005 indicated a future market value per share on a combined basis at $35.57. This is approximately 252% higher than that projected for Taft National on a stand alone basis.

        A review of the projected future merger value to Taft National shareholders indicates substantially increased share value to Taft National shareholders and, therefore, higher value to Taft National shareholders if the merger is completed.

Shareholder Liquidity Considerations

        The last trade of Taft National's common stock per OTC Bulletin Board quotes was on July 17, 2003. No volume data was available. Taft National trades under the ticker symbol TFNB.PK. The Chief Executive Officer of Taft National believes that less than 500 shares have traded in the past year which is 0.19% of shares outstanding.

        United Security trades under the ticker symbol UBFO with a reported average daily volume of 2,727 shares at the date of the fairness opinion or approximately 700,000 shares annually representing approximately 13% of shares outstanding as of September 30, 2003.

        This analysis indicates that Taft National shareholders would, as a result of the proposed merger, enjoy greater liquidity as shareholders of United Security than now available as Taft National shareholders.

        In performing its analyses, James H. Avery Company made numerous assumptions about industry performance, general business and economic conditions and other matters, many of which are beyond

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the control of Taft National or United Security. The analyses performed are not necessarily indicative of actual values or actual future results, which may be significantly more or less favorable than suggested by those analyses. The analyses were prepared solely as part of James H. Avery Company's analysis as to the fairness of the consideration to holders of shares of Taft National common stock in the merger. The analyses do not purport to be appraisals or to reflect the prices at which Taft National might actually be sold or the prices at which any securities may trade at the present time or in the future.

Consideration of Discounted Cash Flow Method.

        James H. Avery Company did not employ the discounted cash flow method in its analysis of the proposed merger even though it is aware that the discounted cash flow method is a commonly used valuation methodology. Discounted cash flow analysis is most appropriate for companies which show relatively steady or somewhat predictable streams of cash flow. Given the negative history of such cash flows, the uncertainty in estimating Taft National's future cash flows and a sustainable long-term growth rate, James H. Avery Company considered a discounted cash flow analysis as inappropriate in its valuation. In addition, James H. Avery Company believes that the provided methodologies proved adequate for determining the fairness of the consideration to Taft National's shareholders from a financial standpoint.

Conclusion

        James H. Avery Company provided the written Taft National fairness opinion dated December 11, 2003 regarding the fairness, from a financial point of view, of the consideration to be received by Taft National in the proposed merger, based on the information then available. As of December 11, 2003, James H. Avery Company is of the opinion that the consideration to be received by Taft National shareholders in the proposed merger is fair, from a financial standpoint.

        A copy of the fairness opinion of James H. Avery Company, dated as of December 11, 2003, which sets forth certain assumptions made, matters considered and limits on the review undertaken by James H. Avery Company, is attached as Appendix C to this proxy statement-prospectus. Shareholders of Taft National are urged to read the fairness opinion in its entirety.

Accounting Treatment

        United Security must account for the merger under the purchase method of accounting prescribed by accounting principles generally accepted in the United States. Under this method, United Security's purchase price will be allocated to Taft National's assets acquired and liabilities assumed based upon their estimated fair values as of the completion of the merger. Deferred tax assets and liabilities will be adjusted for the difference between the tax basis of the assets and liabilities and their estimated values. The excess, if any, of the total acquisition cost over the sum of the assigned fair values of the tangible and identifiable intangible assets acquired, less liabilities assumed will be recorded as goodwill and periodically evaluated for impairment. United Security's financial statements issued after completion of the merger will reflect these values, but historical data are not restated retroactively to reflect the combined historical financial position or results of operations of United Security and Taft National. For additional information, please read the section entitled "Description of United Security—Management's Discussion and Analysis of Financial Condition and Results of Operations."

The Merger Agreement

        United Security and Taft National entered into the merger agreement on December 11, 2003. Under the merger agreement's terms, Taft National will merge with United Security Bank. The separate corporate existence of Taft National will cease, and United Security Bank will be the survivor.

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Each share of Taft National common stock issued and outstanding, other than shares with respect to which dissenters' rights have been perfected, will be converted into shares of United Security common stock.

        Each share of United Security common stock outstanding immediately before the merger closes will remain outstanding after the merger closes. Please read the sections entitled "The Merger -Calculation of Consideration to be Paid to Taft National Shareholders" and "—Dissenters' Rights" for additional information.

        United Security and Taft National have structured the merger to qualify as a tax-free reorganization from their perspectives. For more information, you are urged to read the section entitled "The Merger—Certain Federal Income Tax Consequences" for additional information.

        The merger will be effective at the date and time a short-form merger agreement is filed with the DFI, after having been filed with the California Secretary of State and previously approved by the DFI. At the closing the parties will exchange various documents, including officers' certificates, as required by the merger agreement. The merger agreement provides that the timing for the closing and the completion of the merger shall be mutually agreed upon by the parties and shall be held within 30 days after the last to occur of:

        Based upon the timing for Taft National's special shareholders' meeting and the present and anticipated timing of the regulatory approvals, it is presently anticipated that the merger will be closed on or about April 30, 2004. Neither United Security nor Taft National can assure you that the merger will close on that date.

        United Security's current transfer agent, Wells Fargo Shareowner Services, will be United Security's exchange agent to effect the exchange of shares of United Security common stock for shares of Taft National common stock. A letter of transmittal will be sent to you shortly after the merger is completed. If you do not exercise dissenters' rights, you must use the letter of transmittal to receive shares of United Security common stock in exchange for your shares of Taft National common stock.

        In order to promptly receive shares of United Security common stock, you must deliver to the exchange agent:

        Do not return your certificates representing shares of Taft National common stock with the enclosed proxy. The certificates should only be forwarded to the exchange agent with the letter of transmittal.

        Following the completion of the merger and upon surrender of all of the certificates representing former shares of Taft National common stock registered in your name, or a satisfactory indemnity if any of such certificates are lost, stolen or destroyed, together with a properly completed letter of election and transmittal, the exchange agent will mail to you the United Security common stock to which you are entitled, less the amount of any required withholding taxes.

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        The merger agreement contains various customary representations and warranties that United Security and Taft National make for each other's benefit. The representations and warranties relate to, among other things:

        The foregoing is an outline of the types of representations and warranties made by United Security and Taft National contained in the merger agreement attached as Appendix A. You should carefully review the entire merger agreement, and in particular Articles 3 and 4, containing the detailed representations and warranties of the parties.

        The merger agreement places restrictions on and requires commitments by United Security and Taft National regarding the conduct of their respective businesses between the date of the merger agreement and the closing. Taft National has agreed to make its books and records available to United Security for ongoing review. Additionally, Taft National has agreed to allow a representative from United Security to attend the meetings of its Board of Directors and loan committees. Both United Security and Taft National have agreed to use their best efforts to prepare and file the necessary regulatory applications and to obtain the approvals from the various regulatory agencies as well as to work together for the purpose of preparing this proxy statement-prospectus. Also, both United Security and Taft National have agreed to use their best efforts to prevent any material changes to their respective representations and warranties contained in the merger agreement.

        In addition, Taft National has agreed that until the closing and subject to certain exceptions, including United Security's prior approval, Taft National will not, other than in the ordinary and usual course of business:

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        Until the closing, Taft National has agreed to use its best efforts to take certain actions and to:

        Until the closing, subject to certain exceptions including Taft National's prior approval, United Security has agreed that it will not, other than in the ordinary and usual course of business, declare or pay any extraordinary dividend.

        The foregoing is a summary of some of the negative and affirmative covenants of the merger agreement. You are encouraged to carefully read the terms of the merger agreement attached as Appendix A, including the specific covenants contained in Articles 5 and 6.

        The merger agreement provides that Taft National shall not solicit or encourage third party proposals which would result in a merger, exchange offer, or other form of combination and requires that if such a proposal is received, notification must be given to United Security. Notwithstanding the prohibition on soliciting or encouraging such proposals, the merger agreement recognizes that an unsolicited third party proposal might be received. Moreover, the merger agreement permits Taft National engaging in discussions or negotiations with the third party if the proposal is determined, after consultation with counsel and a financial advisor, to be superior, from the shareholders' perspective, to the merger.

        In the event the merger agreement is terminated because Taft National elects to proceed with a third party transaction, Taft National will be obligated to pay a termination fee to United Security in the amount of $500,000.

        The foregoing is a summary of the provisions of the merger agreement regarding discussions with third parties. You are encouraged to read the terms of the merger agreement attached as Appendix A, including the specific provisions contained in Sections 6.2.5 and 8.5. of the merger agreement.

44



        Immediately prior to the closing, Taft National shall terminate any employee benefit arrangement requested by United Security. After completion of the merger, all employees of Taft National at the date of the completion of the merger, shall be entitled to participate in all of United Security's and United Security Bank's employee benefit arrangements on the same basis as other similarly situated employees of United Security and United Security Bank. Each of these employees will be credited for eligibility, participation and vesting purposes with such employee's respective years of past service with Taft National as though they had been employees of United Security and United Security Bank, except with respect to United Security's Employee Stock Option Plan and 401(k) Plan.

        The obligations of United Security and Taft National to complete the merger are subject to certain mutual conditions, including, but not limited to the following:

        United Security's obligation to complete the merger is also subject to the fulfillment or waiver by United Security of certain conditions, including but not limited to the following:

45



        In addition, Taft National's obligation to complete the merger is also subject to the fulfillment or waiver by Taft National of certain conditions, including but not limited to the following:

        The foregoing is a summary of the conditions of the merger agreement. You are encouraged to read the terms of the merger agreement attached as Appendix A, including the specific provisions contained in Article 7 of the merger agreement.

        United Security and Taft National can mutually agree to terminate the merger agreement and abandon the merger at any time.

        Under certain circumstances, either United Security or Taft National can terminate the merger agreement:

        United Security can terminate the merger agreement if Taft National's Board of Directors approves a merger agreement with a party other than United Security or fails to publicly oppose an offer to acquire 25% of the outstanding shares of Taft National common stock.

        If the merger agreement is terminated by United Security or Taft National due to a material breach of any representation, warranty, covenant or agreement, the breaching party will owe the other party liquidated damages of $200,000. If United Security terminates the merger agreement due to lack of shareholder approval by Taft National's shareholders, Taft National will owe United Security liquidated damages of $200,000. In addition, if Taft National's Board of Directors approves an alternative merger or similar proposal within one year of United Security's termination of the merger agreement, Taft National will owe United Security an additional $300,000. The payment of these fees shall be made as reasonable liquidated damages and not as a penalty or forfeiture.

        The foregoing is a summary of the termination provisions of the merger agreement. You are encouraged to read the terms of the merger agreement attached as Appendix A, including the specific provisions contained in Article 8 of the merger agreement.

46



        The merger agreement provides that United Security and Taft National shall bear their own costs and expenses incurred in connection with the merger agreement and the merger, except that the costs associated with the conversion of the registration statement into electronic format for filing with the SEC, and printing and mailing this proxy statement-prospectus, shall be split by the parties. The total estimated cost of the merger is approximately $315,000. United Security will bear approximately $90,000 and Taft National will bear approximately $225,000. For example, United Security shall bear, among others, the expenses of:

        Taft National shall bear, among others, the expenses of:


        United Security has entered into voting agreements with each of Taft National's directors who hold, in the aggregate, shares representing approximately 29.9% of Taft National common stock entitled to vote. The director's agreements, in the form attached as Exhibit 7.2.8 to the merger agreement, require each of Taft National's directors to vote in favor of the merger at Taft National's shareholders' meeting.

        Each director's agreement also provides that the directors will not take any action that will alter or affect in any way the director's right to vote his or her shares of Taft National common stock.

        The director's agreements bind the actions of the directors only in their capacity as Taft National shareholders. The directors are not and could not be contractually bound to abrogate their fiduciary duties as directors of Taft National. Accordingly, while the directors are contractually bound to vote as a Taft National shareholder in favor of the merger, their fiduciary duties as directors nevertheless require them to act in their capacities as directors in the best interests of Taft National when they consider the merger. In addition, the directors will continue to be bound by their fiduciary duties as Taft National's directors with respect to any further decisions they make in connection with the merger.

        The director's agreements also provide that for a period of two years after the completion of the merger, the director agrees not to compete with United Security through the ownership of more than 1% of, or be connected as an officer, director, employee, principal, agent or consultant to any financial institution whose deposits are insured by the FDIC that has its head offices or a branch office within 50 miles of the head office of Taft National.

        The director's agreements terminate at the earlier of two years following the completion of the merger or when the merger agreement terminates according to its terms.

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Description of United Security

Business

        General.    United Security was incorporated under the laws of the State of California on February 21, 2001. United Security was organized under a plan of reorganization for the purpose of becoming the parent corporation of United Security Bank, and on June 12, 2001, the reorganization was effected and shares of United Security common stock were issued to the shareholders of United Security Bank for the common shares held by United Security Bank's shareholders. United Security is a registered bank holding company under the Bank Holding Company Act of 1956. United Security conducts its operations at the administrative offices of United Security Bank located at 1525 East Shaw Avenue, Fresno, California 93710.

        United Security Bank, N.A., predecessor to United Security Bank, originally commenced business as a national banking association on December 21, 1987. On February 1, 1999, United Security Bank was incorporated under the laws of the State of California, and on February 3, 1999, following its conversion from a national banking association, was licensed by the Commissioner of Financial Institutions and commenced operations as a California state-chartered bank. United Security Bank is a member of the Federal Reserve System and its deposits are insured to the maximum amount permitted by law by the FDIC. United Security Bank's head office is located at 2151 West Shaw Avenue, Fresno, California and its branch offices are located at 1041 East Shaw Avenue, Fresno, 13356 South Henderson, Caruthers, 145 East Durran Street, Coalinga, 1067 Oliver Street, Firebaugh, 8777 Main Street, San Joaquin, and 40074 Highway 49, Oakhurst. United Security Bank does not have any affiliates or subsidiaries. United Security Bank also has its administrative offices located at 1525 East Shaw Avenue, Fresno.

        Banking Services.    As an independent commercial bank, United Security Bank offers a full range of commercial banking services primarily to the business and professional community and individuals located in Fresno and Madera Counties.

        United Security Bank offers a wide range of deposit instruments including personal and business checking accounts and savings accounts, interest-bearing negotiable order of withdrawal accounts, money market accounts and time certificates of deposit. Most of United Security Bank's deposits are attracted from individuals and from small and medium-sized business-related sources.

        United Security Bank also engages in a full complement of lending activities, including real estate mortgage, commercial and industrial, real estate construction, as well as agricultural and consumer loans, with particular emphasis on short and medium-term obligations. United Security Bank's loan portfolio is not concentrated in any one industry, although approximately 70% of United Security Bank's loans are secured by real estate. A loan may be secured, in whole or in part, by real estate even though the purpose of the loan is not to facilitate the purchase or development of real estate. At December 31, 2003, United Security Bank had loans, net of unearned fees, outstanding of $344.8 million, which represented approximately 68% of United Security Bank's total deposits and approximately 78% of its total assets.

        Real estate mortgage loans are secured by deeds of trust primarily on commercial property. Repayment of real estate mortgage loans is generally from the cash flow of the borrower. Commercial and industrial loans 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. The remainder are unsecured; however, extensions of credit are predicated on the financial capacity of the borrower. Repayment of commercial loans is generally from the cash flow of the borrower. Real estate construction loans consist of loans to residential contractors which are secured by single family residential properties. All real estate loans have established equity requirements. Repayment of real estate construction loans is generally from long-term mortgages with other lending institutions.

48



Agricultural loans are generally secured by land, equipment, inventory and receivables. Repayment of this loan category is from the cash flow of the borrower. At December 31, 2003 real estate mortgage loans, commercial and industrial loans, real estate construction loans, agricultural loans and lease financing loans constituted approximately 27.9%, 33.8%, 28.3%, 4.4% and 3.6%, respectively, of United Security Bank's total loan portfolio.

        In the normal course of business, United Security Bank makes various loan commitments and incurs certain contingent liabilities. At December 31, 2003, these financial instruments included commitments to extend credit of $140.3 million, and standby letters of credit of $2.0 million. Of the $140.3 million in loan commitments outstanding at December 31, 2003, $110.3 million were on loans with maturities of one year or less. Due to the nature of the business of United Security Bank's customers, there are no seasonal patterns or absolute predictability to the utilization of unused loan commitments; therefore United Security Bank is unable to forecast the extent to which these commitments will be exercised within the current year. United Security Bank does not believe that any such utilization will constitute a material liquidity demand.

        In addition to the loan and deposit services discussed above, United Security Bank also offers a wide range of specialized services designed to attract and service the needs of commercial customers and account holders. These services include cashier's checks, traveler's checks, money orders, and foreign drafts. United Security Bank does not operate a trust department; however, it makes arrangements with its correspondent bank to offer trust services to its customers on request. Most of United Security Bank's business originates from within Fresno and Madera Counties. Neither United Security Bank's business or liquidity is seasonal, and there has been no material effect upon United Security Bank's capital expenditures, earnings or competitive position as a result of federal, state or local environmental regulation.

        Employees.    At December 31, 2003, United Security and its subsidiaries employed 88 persons on a full-time equivalent basis. United Security believes its employee relations are excellent.

        Properties.    United Security owns its administrative headquarters located at 1525 East Shaw Avenue, Fresno, California. The building consists of approximately 10,000 square feet of interior floor space. The building also houses United Security Bank's administrative offices.

        United Security Bank's main office branch is located at 2151 West Shaw Avenue, Fresno, California. United Security Bank owns the building and leases the land under a sublease dated December 1, 1986 between Central Bank and United Security Bank. The current sublessor under the master ground lease is Bank of the West, which acquired the position through the purchase of Central Bank. The lessor under the ground lease is Thomas F. Hinds. The lease expires on December 31, 2015 and United Security Bank has options to extend the term for four (4) ten-year periods and one seven (7) year period.

        United Security Bank occupies the premises of approximately 3,600 square feet for its East Shaw branch under a lease expiring February 28, 2004 with extensions to August 31, 2011.

        United Security Bank leases the Oakhurst branch located at 40074 Highway 49, Oakhurst, California, which consists of approximately 5,000 square feet of interior floor space in a stand alone building. United Security Bank is leasing this office from 41/49 Highway Junction Project, LTD., for an original term of 15 years beginning on April 21, 1999, with options to extend the lease for two additional five-year periods each.

        United Security Bank leases the Caruthers branch located at 13356 South Henderson, Caruthers, California which consists of approximately 5,000 square feet of floor space. The Caruthers branch lease expires in January, 2006 with extensions through January, 2021.

49



        United Security Bank leases its real estate construction offices located at 1535 East Shaw, Suite 105, Fresno, California which consists of approximately 2,100 square feet. The lease term began on March 1, 2001 and expires February 28, 2006.

        United Security Bank owns the San Joaquin branch which is located at 21574 Manning Avenue, San Joaquin, California and is approximately 2,100 square feet.

        United Security Bank owns the Firebaugh branch located at 1067 O Street, Firebaugh, California. The premises are comprised of approximately 6,198 square feet of interior floor space situated on land totaling approximately one-third of an acre.

        United Security Bank owns the Coalinga branch located at 145 East Durian, Coalinga, California. The Coalinga branch has 6,184 square feet of interior floor space situated on approximately 0.45 acres.

        Legal Proceedings.    From time to time, United Security and/or United Security Bank is a party to claims and legal proceedings arising in the ordinary course of business. United Security's management is not aware of any material pending litigation proceedings to which either it or United Security Bank is a party or has recently been a party, which will have a material adverse effect on the financial condition or results of operations of United Security and United Security Bank taken as a whole.

        Trust Preferred Securities Offerings.    On June 26, 2001, United Security formed a Connecticut statutory business trust, USB Capital Trust I. On July 25, 2001, United Security issued USB Capital Trust I Floating Rate Junior Subordinated Deferrable Interest Debentures Due 2031 in the aggregate principal amount of $15,000,000. These debentures qualify as Tier 1 capital under Federal Reserve Board guidelines subject to limitations under Federal Reserve Board guidelines. In exchange for these debentures USB Capital Trust I paid United Security $15,000,000. USB Capital Trust I funded its purchase of debentures by issuing $15,000,000 in floating rate capital securities, which were then pooled and sold to third parties. USB Capital Trust I secured the floating rate capital securities with debentures issued by United Security. The debentures are the only asset of USB Capital Trust I. The interest rate on both instruments is the same and is computed on actual days divided by 360 times the rate. The rate is the six-month LIBOR (London Interbank Offered Rate) plus 3.75% not to exceed 12.50% adjustable semiannually. The proceeds from the debentures were used to increase the level of risk-based capital with United Security Bank and to invest in an escrow title company.

        The debentures and floating rate capital securities accrue and pay distributions semi-annually based on the floating rate described above on the stated liquidation value of $1,000 per security. United Security has entered into contractual agreements which, taken collectively, fully and unconditionally guarantee payment of: (1) accrued and unpaid distributions required to be paid on the floating rate capital securities; (2) the redemption price with respect to any floating rate capital securities called for redemption by United Security Trust I, and (3) payments due upon voluntary or involuntary dissolution, winding up, or liquidation of United Security Trust I.

        The floating rate capital securities are mandatorily redeemable upon maturity of the debentures on July 25, 2031, or upon earlier redemption as provided in the indenture.

        The banking business in California generally, and in the market areas served by United Security specifically, are highly competitive with respect to both loans and deposits. United Security competes for loans and deposits with other commercial banks, savings and loan associations, finance companies, money market funds, credit unions and other financial institutions, including a number that are much larger than United Security, operating within United Security's primary market areas in the San Joaquin Valley and Eastern Madera County. There has been increased competition for deposit and loan business over the last several years as a result of deregulation. Many of the major commercial banks operating in United Security's market areas offer certain services, such as trust and international

50


banking services, which United Security does not offer directly. Additionally, banks with larger capitalization have larger lending limits and are thereby able to serve larger customers.

        In addition to competition from insured depository institutions, principal competitors for deposits and loans have been mortgage brokerage companies, insurance companies, brokerage houses, credit card companies and even retail establishments offering investment vehicles such as mutual funds, annuities and money market funds, as well as traditional bank-like services such as check access to money market funds, or cash advances on credit card accounts.

        In order to compete with the other financial institutions in its principal marketing area, United Security relies principally upon local promotional activities, personal contacts by its officers, directors and employees, and close connections with its community.

Supervision and Regulation

        United Security is a bank holding company within the meaning of the Bank Holding Company Act of 1956, as amended ("BHCA"), and is registered as such with and is subject to the supervision of the FRB. Generally, a bank holding company is required to obtain the approval of the FRB before it may acquire all or substantially all of the assets of any bank, or ownership or control of the voting shares of any bank if, after giving effect to such acquisition of shares, the bank holding company would own or control more than 5% of the voting shares of such bank. The FRB's approval is also required for the merger or consolidation of bank holding companies.

        United Security is required to file reports with the FRB and provide such additional information as the FRB may require. The FRB also has the authority to examine United Security and each of its subsidiaries, as well as any arrangements between United Security and any of its subsidiaries, with the cost of any such examination to be borne by United Security.

        Banking subsidiaries of bank holding companies are also subject to certain restrictions imposed by federal law in dealings with their holding companies and other affiliates. Subject to certain restrictions set forth in the Federal Reserve Act, a bank can loan or extend credit to an affiliate, purchase or invest in the securities of an affiliate, purchase assets from an affiliate, or issue a guarantee, acceptance, or letter of credit on behalf of an affiliate; provided that the aggregate amount of the above transactions of the bank and its subsidiaries does not exceed 10 percent of the capital stock and surplus of the bank on a per affiliate basis or 20 percent of the capital stock and surplus of the bank on an aggregate affiliate basis. In addition, such transactions must be on terms and conditions that are consistent with safe and sound banking practices and, in particular, a bank and its subsidiaries generally may not purchase from an affiliate a low-quality asset, as that term is defined in the Federal Reserve Act. Such restrictions also prevent a bank holding company and its other affiliates from borrowing from a banking subsidiary of the bank holding company unless the loans are secured by marketable collateral of designated amounts. Further, United Security and its subsidiaries are prohibited from engaging in certain tie-in arrangements in connection with any extension of credit, sale or lease of property or furnishing of services.

        A bank holding company is prohibited from itself engaging in or acquiring direct or indirect ownership or control of more than 5% of the voting shares of any company engaged in nonbanking activities. One of the principal exceptions to the prohibition is for activities found by the FRB by order or regulation to be so closely related to banking or managing or controlling banks as to be a proper incident thereto. In making these determinations, the FRB considers whether the performance of such activities by a bank holding company would offer advantages to the public which outweigh possible adverse effects.

        Federal Reserve Regulation "Y" sets out those activities which are regarded as closely related to banking or managing or controlling banks, and thus, are permissible activities that may be engaged in

51


by bank holding companies subject to approval in individual cases by the FRB. Most of these activities are now permitted for national banks. There has been litigation challenging the validity of certain activities authorized by the FRB for bank holding companies, and the FRB has various regulations in this regard still under consideration. The future scope of permitted activities is uncertain.

        United Security Bank, as a California state-chartered member bank whose deposits are insured by the FDIC up to the maximum legal limits thereof, is subject to regulation, supervision and regular examination by the Commissioner of Financial Institutions and the Federal Reserve Board. United Security Bank is also subject to provisions of the Federal Reserve Act and their regulations. The regulations of these various agencies govern most aspects of United Security Bank's business, including required reserves on deposits, investments, loans, certain of their check clearing activities, issuance of securities, payment of dividends, branching and numerous other matters. As a consequence of the extensive regulation of commercial banking activities in California and the United States, United Security Bank's business is particularly susceptible to changes in California and federal legislation and regulations which may have the effect of increasing the cost of doing business, limiting permissible activities or increasing competition.

Summary of Earnings

        The following consolidated Summary of Earnings of United Security and subsidiary for the three years ended December 31, 2003 has been derived from financial statements audited by Moss Adams LLP, independent certified public accountants, as described in their report included elsewhere in this proxy statement/prospectus. These statements should be read in conjunction with the Financial Statements and the Notes relating thereto which appear at the end of this proxy statement-prospectus.

 
  Year Ended December 31,
 
  2003
  2002
  2001
  2000
  1999
 
  (in thousands, except per
share data and ratios)

Interest income   $ 26,927   $ 28,716   $ 30,063   $ 28,941   $ 21,920
Interest expense     7,260     11,516     13,411     11,544     7,925
   
 
 
 
 
Net interest income     19,667     17,200     16,652     17,397     13,995
Provision for loan and lease losses     1,713     1,963     1,733     1,580     1,025
   
 
 
 
 
Net interest income after provision for loan and lease losses     17,954     15,237     14,919     15,817     12,970
Other noninterest income     6,271     5,368     4,277     2,538     2,781
Noninterest expense     11,855     10,860     9,818     8,648     7,898
   
 
 
 
 
Earnings before income taxes     12,370     9,745     9,378     9,707     7,853
Provision for income taxes (2)     4,664     2,912     3,185     3,450     2,930
   
 
 
 
 
Net Income   $ 7,706   $ 6,833   $ 6,193   $ 6,257   $ 4,923
   
 
 
 
 
Basic earnings per share   $ 1.41   $ 1.27   $ 1.14   $ 1.16   $ 0.95
Number of shares used in basic earnings per share calculation (3)     5,459,926     5,400,751     5,443,734     5,374,734     5,202,324
Diluted earnings per share   $ 1.40   $ 1.25   $ 1.11   $ 1.12   $ 0.89
Number of shares used in diluted earnings per share calculation (4)     5,511,670     5,487,038     5,563,855     5,587,292     5,514,544

(1)
See Notes to Financial Statements for a summary of significant accounting policies and other related data.

(2)
See Notes to Financial Statements for an explanation of income taxes.

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(3)
Basic earnings per share information is based on the weighted average number of shares of common stock outstanding during each period.

(4)
Diluted earnings per share information is based on the weighted average number of shares of common stock and common stock equivalents outstanding during each period.

        The following table sets forth selected ratios for the periods indicated:

 
  Year Ended December 31,
 
 
  2003
  2002
  2001
 
 
  (Unaudited)

 
Net earnings to average shareholders' equity   17.80 % 17.64 % 17.25 %
Net earnings to average total assets   1.51 % 1.37 % 1.55 %
Total interest expense to total interest income   26.96 % 40.10 % 44.61 %
Other operating income to other operating expense   52.90 % 49.43 % 43.57 %
Allowance for credit losses to total loans   1.76 % 1.59 % 1.33 %
Net loan charge-offs to total loans   0.34 % 0.25 % 0.31 %

        The following is United Security's management's discussion and analysis of the significant changes in income and expense accounts presented in the Summary of Earnings for the years ended December 31, 2003, 2002 and 2001.

Management's Discussion and Analysis of Financial Condition and Results Of Operations

        On June 12, 2001, the United Security Bank became the subsidiary of United Security 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 United Security Bank stock was exchanged for a share of United Security stock on a one-to-one basis. No additional equity was issued as part of this transaction. In the following discussion, references to United Security are references to United Security Bancshares, including United Security Bank, except for periods prior to June 12, 2001, in which case, references to United Security are references to United Security 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 United Security. United Security contributed $13.7 million of the $14.5 million in net proceeds received from the Trust to United Security Bank to increase its regulatory capital and used the rest for United Security's business.

        United Security currently has seven banking branches and one construction lending office, which provide financial services in Fresno and Madera counties. As a community-oriented bank, United Security continues to seek ways to better meet its customers' needs for financial services, and to expand its business opportunities in today's ever-changing financial services environment. United Security'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.

        On December 11, 2003, United Security announced that it has entered into a definitive agreement with Taft National under which Taft National will merge into United Security Bank. Taft National operates branch offices in Taft and Bakersfield serving small business and retail banking clients. As of September 30, 2003, Taft National had total assets of $52 million and deposits of $47 million. Upon completion of the merger, Taft National branches will operate as branches of United Security Bank.

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        In the merger, United Security will issue shares of its stock in a tax free exchange for all of the Taft National shares. The value of the merger will vary depending on the market price of United Security stock at the time of the merger closing. The merger, which will be accounted for as a purchase transaction, is expected to be completed late in the first quarter or early in the second quarter of 2004. The merger is subject to certain conditions, including the approval of the shareholders of Taft National and regulatory approval. Upon consummation of the merger, former Taft National shareholders will own approximately 4.2% of United Security outstanding shares.

        Effective December 31, 2001, United Security Bank formed a subsidiary Real Estate Investment Trust ("REIT") through which preferred stock was offered to private investors, to raise capital for United Security Bank in accordance with the laws and regulations in effect at the time. The principal business purpose of the REIT was to provide an efficient and economical means to raise capital. The REIT also provided state tax benefits beginning in 2002. On December 31, 2003, the California Franchise Tax Board announced certain tax transactions related to real estate investment trusts and regulated investment companies will be disallowed under the provisions of Senate Bill 614 and Assembly Bill 1601, which were signed into law in the 4th quarter of 2003.

        As a result, United Security reversed $638,000 in related net state tax benefits recorded in the first three quarters of 2003 and took no such benefit in the 4th quarter. The quarterly effects of the reversals amounted to $272,000, $248.000, and $118,000 for the quarters ended September 30, 2003, June 30, 2003, and March 31, 2003, respectively. United Security has recorded no state liability for 2002. United Security and its financial advisors believe that United Security's position has merit and United Security will pursue its tax claims and defend its use of these entities and transactions. United Security cannot predict at this time what the ultimate outcome will be.

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

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

 
  YTD Average
12/31/03

  YTD Average
12/31/02

  YTD Average
12/31/01

 
Loans   75.39 % 76.08 % 81.76 %
Investment securities   19.88 % 19.24 % 16.11 %
Interest-bearing deposits in other banks   1.81 % 0.67 % 0.00 %
Federal funds sold   2.92 % 4.01 % 2.13 %
   
 
 
 
  Total earnings assets   100.00 % 100.00 % 100.00 %

NOW accounts

 

8.25

%

7.22

%

8.11

%
Money market accounts   20.08 % 16.03 % 15.78 %
Savings accounts   6.34 % 5.32 % 6.10 %
Time deposits   57.79 % 58.60 % 56.47 %
Other borrowings   3.53 % 8.86 % 11.23 %
Trust Preferred Securities   4.01 % 3.97 % 2.31 %
   
 
 
 
  Total interest-bearing liabilities   100.00 % 100.00 % 100.00 %

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        United Security has modified its business plan over the past several years to better position itself for strategic growth in the future, while reducing potential risk levels. This is in response to the relative size and complexity of United Security, as well as economic and other market factors that may affect future operations and anticipated growth.

        After experiencing significant growth during 2001 and 2002, United Security reduced overall asset growth in 2003 while focusing efforts on strengthening the balance sheet to improve asset quality and enhance liquidity. During 2003, loan growth was curtailed in out-of-market-area participations, and certain liabilities including FHLB borrowings totaling $35 million, were paid off. As a result, loans declined during 2003 by approximately $3.3 million and excess funds obtained from deposit growth were used to pay down borrowings or were invested in short-term overnight investments to enhance liquidity.

        United Security continues to emphasize relationship banking and core deposit growth. As local economies began to improve during 2003, United Security focused greater attention on its market area of Fresno and Madera Counties. While overall loans increased $9.4 million between December 31, 2001 and December 31, 2003, the level of loan participations declined by more than $36.7 million during that two-year period, as participations matured and were not replaced. United Security does not anticipate the decline in participations to be a trend and currently believes that loan participation levels are reasonable given United Security's desired risk profile and diversification strategy. United Security will continue to review potential loan participations on a case-by-case basis as part of its overall loan portfolio strategy, and will seek participations with similar terms and risk profiles to loans obtained in its immediate market area. As a result, the overall level of participations in the loan portfolio will not materially impact United Security's results of operations, as terms for such participations are similar to terms for loans obtained within United Security's market area.

        United Security also concentrated its resources during 2003 on asset improvement and developing a business culture that will enable United Security to better compete and expand in its market area. In the future, United Security will continue to emphasize its core lending strengths of commercial real estate and construction lending, as well as small business financing.

        Deposit growth totaled $16.5 million during 2003, as compared to $55.3 million during 2002. During those two years, steady increases were experienced in demand and savings deposits, which include NOW and money market accounts, savings accounts, and noninterest-bearing checking accounts. Growth in these deposit categories has been consistent during 2002 and 2003 as United Security continues to emphasize core deposit growth as part of it s relationship banking strategy. Growth in demand and savings deposits included increases in the total number of accounts during 2002 and 2003, as well as the average balances in certain categories such as money market accounts. Increases in demand and savings deposits were experienced in all branches during 2003, although approximately 54% of the growth was achieved in the immediate Fresno area. United Security will continue to emphasize these deposit categories throughout its market area during 2004 and beyond.

        Growth in time deposits has fluctuated over the past several years, as United Security has been able to control the level of these deposits to some degree with pricing strategies. Time deposits, including brokered and other out-of-market deposits were allowed to grow during 2002 as the funds were needed for loan growth, but then allowed to run-off as they matured during 2003 as the need for such deposits diminished. United Security will continue to use pricing strategies to control the overall level of time deposits as part of its growth and liquidity planning process.

        United Security will continue to evaluate its business plan as economic and market factors change in its market area. Growth and increased market share will be of primary importance during 2004 as United Security opens a new branch in Downtown Fresno, and completes the merger with Taft National Bank in Kern County, California.

55



        For the year ended December 31, 2003, United Security reported net income of $7.7 million or $1.41 per share ($1.40 diluted) as compared to $6.8 million or $1.27 per share ($1.25 diluted) for the year ended December 31, 2002, and $6.2 million or $1.14 per share ($1.11 diluted) for the year ended December 31, 2001. Net income for 2003 increased $873,000 from the previous year primarily as the result of increased volumes in earning assets combined with a substantial decrease in the cost of interest-bearing liabilities, which was reflected in an increase in United Security's net margin.

        United Security's return on average assets was 1.51% for the year ended December 31, 2003 as compared to 1.37% and 1.55% for the same twelve-month periods of 2002 and 2001, respectively. United Security's return on average equity was 17.80% for the year ended December 31, 2003 as compared to 17.64% and 17.25% for the same twelve-month periods of 2002 and 2001, respectively.

        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, as well as interest-bearing deposits and overnight funds with other financial institutions. 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 $19.7 million for the year ended December 31, 2003 as compared to $17.2 million for the year ended December 31, 2002. This represents an increase of $2.5 million or 14.3% between the years ended December 31, 2002 and 2003, as compared to an increase of $548,000 or 3.3% between 2001 and 2002. The increase in net interest income between 2002 and 2003 is primarily the result of substantial growth in net average earning assets, combined with a decline in average interest-bearing liabilities, which more than offset the decline in average market rates of interest between those two twelve-month periods. Average interest-bearing liabilities declined during 2003 as the result of reductions in other borrowings, which were not renewed as they matured. This was part of United Security's strategic plan to slow asset growth to allow reengineering of United Security's infrastructure to better prepare for growth in the future. This included reducing the total amounts of loan participations outside of United Security's market area and to focus on reducing the amount of nonperforming assets. For further discussion on changes in assets and liabilities, refer to the section entitled "Financial Condition". The increase in net interest income between 2001 and 2002 is primarily the result of substantial growth in net average earning assets and liabilities, which more than offset the decline in average market rates of interest between those two twelve-month periods.

56



Distribution of Average Assets, Liabilities and Shareholders' Equity:
Interest rates and interest differentials
Years Ended December 31, 2003, 2002, and 2001

 
  2003
  2002
  2001
 
 
  Average
Balance

  Interest
  Yield/
Rate

  Average
Balance

  Interest
  Yield/
Rate

  Average
Balance

  Interest
  Yield/
Rate

 
 
  (Dollars in thousands)

 
Assets:                                                  
Interest-earning assets:                                                  
  Loans(1)   $ 353,562   $ 23,134   6.54 % $ 347,192   $ 24,521   7.06 % $ 297,653   $ 26,412   8.87 %
  Investment Securities—taxable     90,608     3,169   3.50 %   84,904     3,617   4.26 %   55,285     3,218   5.82 %
  Investment Securities—nontaxable(2)     2,613     132   5.05 %   2,889     139   4.81 %   3,357     155   4.62 %
  Interest on deposits in other banks     8,496     345   4.06 %   3,048     138   4.53 %   0     0   0.00 %
  Federal funds sold and reverse repos     13,714     147   1.07 %   18,322     301   1.64 %   7,766     278   3.58 %
   
 
 
 
 
 
 
 
 
 
    Total interest-earning assets     468,993   $ 26,927   5.74 %   456,355   $ 28,716   6.29 %   364,061   $ 30,063   8.26 %
         
 
       
 
       
 
 
Allowance for possible loan losses     (5,375 )             (5,372 )             (4,114 )          
Noninterest-bearing assets:                                                  
  Cash and due from banks     18,449               17,728               14,154            
  Premises and equipment, net     3,960               2,839               3,265            
  Accrued interest receivable     2,226               2,891               3,352            
  Other real estate owned     4,348               9,186               4,179            
Other assets     17,690               15,580               13,863            
   
           
           
           
Total average assets   $ 510,291             $ 499,207             $ 398,760            
   
           
           
           
Liabilities and Shareholders' Equity:                                                  
Interest-bearing liabilities:                                                  
  NOW accounts   $ 30,840   $ 146   0.47 % $ 27,275   $ 208   0.76 % $ 24,382   $ 360   1.48 %
  Money market accounts     75,111     1,103   1.47 %   60,573     1,131   1.87 %   47,440     1,604   3.38 %
  Savings accounts     23,705     124   0.52 %   20,106     165   0.82 %   18,337     322   1.76 %
  Time deposits     216,127     4,563   2.11 %   221,387     7,686   3.47 %   169,720     8,917   5.25 %
  Other borrowings     13,206     540   4.09 %   33,476     1,427   4.26 %   33,752     1,667   4.94 %
  Trust Preferred securities     15,000     784   5.23 %   15,000     899   5.99 %   6,945     541   7.79 %
   
 
 
 
 
 
 
 
 
 
  Total interest-bearing liabilities     373,989   $ 7,260   1.94 %   377,817   $ 11,516   3.05 %   300,576   $ 13,411   4.46 %
         
 
       
 
       
 
 

Noninterest-bearing liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
  Noninterest-bearing checking     89,713               79,974               59,389            
  Accrued interest payable     756               1,141               1,388            
  Other liabilities     2,539               1,544               1,504            
   
           
           
           
    Total average liabilities     466,997               460,476               362,857            
Total average shareholders' equity     43,294               38,731               35,903            
   
           
           
           
Total average liabilities and Shareholders' equity   $ 510,291             $ 499,207             $ 398,760            
   
           
           
           
Interest income as a percentage of average earning assets               5.74 %             6.29 %             8.26 %
Interest expense as a percentage of average earning assets               1.55 %             2.52 %             3.68 %
               
             
             
 
Net interest margin               4.19 %             3.77 %             4.58 %
               
             
             
 

(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 $1,889,000, $1,352,000, and $1,468,000 for the years ended December 31, 2003, 2002, and 2001, respectively.

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

57


        As summarized in the following table, the increase in net interest income between the two twelve-month periods ended December 31, 2003 and 2002 is comprised of a decrease in total interest income of approximately $1.8 million, which was more than offset by a decrease in total interest expense of approximately $4.3 million. United Security Bank's net interest margin, as shown in the foregoing table, increased to 4.19% at December 31, 2003 from 3.77% at December 31, 2002, an increase of 42 basis points (100 basis points = 1%) between the two periods. Contrarily, the net margin reported during 2002 represents a decrease of 81 basis points from the 4.58% net margin realized by United Security during 2001. While assets have grown over the past three years and the balance sheet mix has changed, interest rate movements over those three years have played a significant role in net interest income trends. Market rates of interest decreased significantly between the years ended December 31, 2000 and 2001, and then rates remained stable throughout much of 2002 and 2003. During 2002 and 2003, United Security's liabilities continued to reprice. The prime rate, the rate to which most of United Security's floating-rate loans are tied, for example increased by 100 basis point during 2000, but declined by an unprecedented 475 basis points between December 31, 2000 and December 31, 2001, then only decreased 50 basis points during the fourth quarter of 2002, and another 25 basis points during June 2003. As a result of the Federal Reserve's actions, the prime rate averaged 4.12% for the year ended December 31, 2003 as compared to 4.63% and 6.93% for the years ended December 31, 2002 and 2001, respectively.

        Both United Security'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 years indicated. Changes in interest income and expense, which are not attributable specifically to either rate or volume, are allocated proportionately between the two variances based on the absolute dollar amounts of the change in each.


Rate and Volume Analysis

 
  2003 compared to 2002
  2002 compared to 2001
 
 
  Total
  Rate
  Volume
  Total
  Rate
  Volume
 
 
  (In thousands)

 
(Decrease) increase in interest income:                                      
  Loans   $ (1,387 ) $ (1,830 ) $ 443   $ (1,891 ) $ (5,884 ) $ 3,993  
  Investment securities     (455 )   (677 )   222     383     (1,010 )   1,393  
  Interest-bearing deposits in other banks     207     10     197     138     0     138  
  Federal funds sold and securities purchased under agreements to resell     (154 )   (89 )   (65 )   23     (209 )   232  
   
 
 
 
 
 
 
    Total interest income     (1,789 )   (2,586 )   797     (1,347 )   (7,103 )   5,756  

(Decrease) increase in interest expense:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
  Interest-bearing demand accounts     (90 )   (336 )   246     (625 )   (998 )   373  
  Savings accounts     (41 )   (67 )   26     (157 )   (186 )   29  
  Time deposits     (3,123 )   (2,944 )   (179 )   (1,231 )   (3,510 )   2,279  
  Other borrowings     (887 )   (56 )   (831 )   (240 )   (226 )   (14 )
  Trust Preferred securities     (115 )   (115 )   0     358     (149 )   507  
   
 
 
 
 
 
 
    Total interest expense     (4,256 )   (3,518 )   (738 )   (1,895 )   (5,069 )   3,174  
   
 
 
 
 
 
 
Increase (decrease) in net interest income   $ 2,467   $ 932   $ 1,535   $ 548   $ (2,034 ) $ 2,582  
   
 
 
 
 
 
 

58


        Total interest income decreased approximately $1.8 million or 6.2% for the year ended December 31, 2003 as compared to the previous year. The change is attributable primarily to an increase in the overall volume of earning assets, which was more than offset by a decrease in market rates of interest. Earning asset growth was mainly in loans, which are traditionally United Security's highest earning asset and, to a smaller degree, in investment securities and interest-bearing deposits. On average, loan growth totaled nearly $6.4 million or 1.8% during 2003. United Security continues to maintain a high percentage of loans in its earning asset mix with loans averaging 75.4% of total earning assets for the year ended December 31, 2003, as compared to 76.1% and 81.8% for the years ended December 31, 2002 and 2001, respectively.

        For the year ended December 31, 2002, total interest income decreased approximately $1.3 million or 4.5% as compared to the year ended December 31, 2001. As with 2003, this decrease is also attributable to an increase in the overall volume of earning assets, which was more than offset by a decrease in market rates of interest between 2001 and 2002. Earning asset growth was mainly in loans, which are traditionally United Security's highest earning asset and, to a smaller degree, in investment securities, interest-bearing deposits and federal funds sold. On average, loan growth totaled nearly $49.5 million or 16.6% during 2002.

        Total interest expense decreased approximately $4.3 million or 37.0% for the year ended December 31, 2003 as compared to the year ended December 31, 2002. As with the previous year, the decrease between these two periods is primarily the result of a substantial decrease in the average rates paid on all interest-bearing categories, which was combined with a decrease in average balances of time deposits and other borrowings during the year. Average time deposit balances decreased $5.3 million and average balances on other borrowings decreased $20.3 million during 2003, and the average rate paid on time deposits and other borrowings declined 136 and 17 basis points, respectively, when compared to the year ended December 31, 2001. All other interest bearing-liability categories experienced increases in average volumes during 2003, which were more than offset by the average rates paid on those liabilities.

        For the year ended December 31, 2002, total interest expense of $11.5 million represents a decrease of approximately $1.9 million or 14.1% as compared to the year ended December 31, 2001. The decrease between these two periods is primarily the result of a substantial decrease in the average rates paid on all interest-bearing categories, which more than offset the $77.2 million total increase in average balances during the year. Rate declines were the result of general declines in market rates of interest over that period. While average time deposit balances increased $51.7 million during 2002, the total cost of those time deposits declined $1.2 million and the average rate paid declined 178 basis points, when compared to the year ended December 31, 2001. All other interest bearing-liability categories experienced increases in average volumes during 2002, while realizing declines in interest expense and the average rates paid on those liabilities.

        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 year ended December 31, 2003 the provision to the allowance for credit losses amounted to $1.7 million as compared to $2.0 and $1.7 million for the years ended December 31, 2002 and 2001, respectively. The provision made during the fourth quarter of 2003 totaled $841,000, or approximately 49.1% of the total provision made during 2003, while the provision made during the fourth quarter of 2002 totaled $744,000, or approximately 39.4% of the total provision made during that year. Specifically, additional provisions for credit losses

59


taken during the fourth quarter of 2003 are primarily the result of a nonperforming lease portfolio totaling approximately $5.5 million. United Security is suing the surety, American Motors Insurance Company ("AMICO") for payments due United Security under surety bonds issued by AMICO that guarantee the lease payments. In October 2003 United Security was informed by the court that the judge would rule prior to year end on a Motion for Judgment Pleading that stated AMICO could not use the defense of fraud under existing law in the case of United Security Bank vs. American Motors Insurance Company. The judge did not rule prior to year-end and on January 29, 2004, United Security received notice that the judge would rule in the future but the judge had stated there was a fair debate amongst the parties and because there was "not enough money to make everyone whole", the parties should attempt to reach an agreed-upon resolution. In response to this new information, utilizing FASB 114 accounting treatment, United Security adjusted the amount of future cash flows to 67% from 100%. As a result of this change, additional provision expense was accrued during the fourth quarter 2003. For further discussion, see "Asset Quality and Allowance for Credit Losses" included in the financial condition section of this Management's Discussion and Analysis of Financial Condition and Results of Operations. The amount provided to the allowance for credit losses during 2003 brought the allowance to 1.76% of net outstanding loan balances at December 31, 2003, as compared to 1.59% of net outstanding loan balances at December 31, 2002, and 1.33% at December 31, 2001.

        The following table summarizes significant components of noninterest income for the years indicted and the net changes between those years:

 
  Years Ended December 31,
  Increase (decrease)
during Year

 
 
  2003
  2002
  2001
  2003
  2002
 
 
  (In thousands)

 
Customer service fees   $ 3,789   $ 3,895   $ 3,086   $ (106 ) $ 809  
(Loss) gain on sale of securities     (58 )   485     770     (543 )   (285 )
Gain on sale of loans     21     103     0     (82 )   103  
Gain on sale of OREO     80     4     34     76     (30 )
Gain on sale of interest-bearing deposits in other banks     186     0     0     186     0  
Shared appreciation income     1,813     267     112     1,546     155  
Other     440     614     275     (174 )   339  
   
 
 
 
 
 
  Total   $ 6,271   $ 5,368   $ 4,277   $ 903   $ 1,091  
   
 
 
 
 
 

        Noninterest income consists primarily of fees and commissions earned on services that are provided to United Security's banking customers and, to a lesser extent, gains on sales of United Security assets and other miscellaneous income. Noninterest income for the year ended December 31, 2003 increased $900,000 when compared to the previous year, and increased $2.0 million when compared to the year ended December 31, 2001. Shared appreciation income on real estate construction loans increased $1.5 million between the two years ended December 31, 2003 and 2002, and was a major contributing factor to the overall increase in noninterest income during 2003. The 2003 income resulted from completion of two successful projects. Management does not consider the higher level of shared appreciation income realized in 2003 to represent a trend; to the contrary, shared appreciation income for 2004 is projected to be minimal.

        Shared appreciation income results from agreements between United Security and borrowers on certain real estate construction loans where United Security agrees to receive interest on the loan at maturity rather than monthly and the borrower in return agrees to share a portion of any profits of the project. The characteristics of shared appreciation income are dependent upon the ability of a borrower

60



to secure signed leases from future tenants or upon executed commitments of buyers to purchase significant portions of a project. The values of a total project are primarily determined from the terms of future lease payments or upon the sale prices of properties within a project. These factors are significantly dependent upon the economic environment at the time a project nears completion as well as several other factors. Shared appreciation income can result in zero value or result in a significant value depending on the many variables at the time the project nears completion. Because shared appreciation income cannot be reasonably estimated prior to the completion of the project, such income is recognized when received.

        Customer service fees declined by $106,000 during the year ended December 31, 2003, which is attributable to modest declines in checking service charges and overdraft fee income. Gain on sale of interest-bearing deposits in other banks totaled $186,000 during 2003, and resulted from the sale of investment CD's. In addition, and in contrast to previous years, losses on sales of securities were experienced during 2003 as securities were called prior to maturity.

        Total noninterest income for the year ended December 31, 2002 increased $1.1 million or 25.5% when compared to the year ended December 31, 2001. Increases in customer service fees accounted for $809,000 or 74.2% of the total increase in noninterest income between those two periods. Increases in customer service fees were attributable to growth in ATM fee income, as well as checking service charges and overdraft charges. United Security has not only increased its number of ATM's, but has also experienced an increase in transaction volume over the past several years. Gains from sales of available-for-sale securities accounted for $485,000 of the total noninterest income for the year ended December 31, 2002. Increases of $339,000 in other noninterest income were largely comprised of OREO income, and dividends paid from United Security's equity investment in a title company.

        The following table sets forth the components of total noninterest expense in dollars and as a percentage of average earning assets for the years ended December 31, 2003, 2002 and 2001:

 
  2003
  2002
  2001
 
 
  Amount
  % of
Average
Earning
Assets

  Amount
  % of
Average
Earning
Assets

  Amount
  % of
Average
Earning
Assets

 
 
  (Dollars in thousands)

 
Salaries and employee benefits   $ 5,089   1.09 % $ 4,895   1.07 % $ 4,525   1.24 %
Occupancy expense     1,658   0.35 %   1,730   0.38 %   1,731   0.48 %
Data processing     515   0.11 %   553   0.12 %   544   0.15 %
Professional fees     991   0.21 %   965   0.21 %   591   0.15 %
Directors fees     184   0.04 %   201   0.04 %   202   0.06 %
Amortization of intangibles     353   0.08 %   360   0.08 %   360   0.10 %
Correspondent bank service charges     281   0.06 %   289   0.06 %   218   0.06 %
Writedowns on OREO     403   0.09 %   132   0.03 %   19   0.01 %
Other     2,381   0.51 %   1,735   0.38 %   1,628   0.45 %
   
 
 
 
 
 
 
  Total   $ 11,855   2.53 % $ 10,860   2.38 % $ 9,818   2.70 %
   
 
 
 
 
 
 

61


        Noninterest expense, excluding provision for credit losses and income tax expense, totaled $11.9 million for the year ended December 31, 2003 as compared to $10.9 million and $9.8 million for the years ended December 31, 2002 and 2001, respectively. These figures represent an increase of $1.0 million or 9.2% between the years ended December 31, 2003 and 2002 and an increase of $1.0 million or 10.6% between the years ended December 31, 2002 and 2001. Expense increases between the three years presented are associated primarily with normal, anticipated growth of United Security. As a percentage of average earning assets, total noninterest expense has only experienced minor changes over the past three years as United Security has controlled overhead expenses while experiencing profitable growth. Noninterest expense amounted to 2.53% of average earning assets for the year ended December 31, 2002 as compared to 2.38% at December 31, 2002 and 2.70% at December 31, 2001.

        Increases in salaries and employee benefits over the three years presented were the result of additional staff to support United Security's strategic long-term growth objectives, as well as normal wage and benefit increases combined with increased medical insurance costs incurred. Professional fees increased over the three years presented as the result of additional legal expenses associated with impaired loans, increased audit fees, and the formation of United Security Bank's subsidiary REIT during 2002. Increases in other noninterest expense over the three years presented are associated with normal business growth and, include a number of items such as telephone, postage, insurance, and armored car expenses. Increases in other noninterest expense during 2003 included an additional $164,000 in expenses to maintain OREO properties.

Financial Condition

        Total assets decreased by $12.7 million or 2.5% during the year to $506.6 million at December 31, 2003, down from $519.3 million at the end of the same period last year, but up from the balance of $450.9 million at December 31, 2001. The asset decline experienced during 2003 was primarily the result of a decrease in funding sources. Maturing securities were utilized to fund loan growth and growth in federal funds sold, as well as the overall decline in liabilities, thus enhancing United Security's overall liquidity position. During the year ended December 31, 2003, net loans decreased $4.3 million, investment securities decreased $20.8 million, while federal funds sold and interest-bearing deposits in other banks increased $9.1 million. Total deposits of $444.4 million at December 31, 2003 increased $16.5 million or 3.9% from the balance reported at December 31, 2002, and increased $71.8 million or 19.5% from the balance of $368.7 million reported at December 31, 2001.

        Earning assets averaged approximately $469.0 million during the year ended December 31, 2003, as compared to $456.4 million and $364.1 million for the years ended December 31 2002 and 2001, respectively. Average interest-bearing liabilities decreased to $374.0 million for the year ended December 31, 2003, as compared to $377.8 million for the year ended December 31, 2002, but increased compared to $300.6 million for the year ended December 31, 2001.

        United Security'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 $345.7 million at December 31, 2003, a decrease of $3.4 million or 1.0% when compared to the balance of $349.1 million at December 31, 2002, but an increase of $9.4 million or 2.8% when compared to the balance of $336.3 million reported at December 31, 2001. Average loans totaled $353.6 million, $347.2 million, and $297.7 million for the years ended December 31, 2003, 2002 and 2001, respectively. During 2003 average loans increased 1.8% when compared to the year ended December 31, 2002 and increased 18.8% compared to the year ended December 31, 2001.

62


        The following table sets forth the amounts of loans outstanding by category and the category percentages as of the year-end dates indicated:

 
  2003
  2002
  2001
  2000
  1999
 
 
  Dollar
Amount

  % of
Loans

  Dollar
Amount

  % of
Loans

  Dollar
Amount

  % of
Loans

  Dollar
Amount

  % of
Loans

  Dollar
Amount

  % of
Loans

 
 
  (In thousands)

 
Commercial and industrial   $ 116,991   33.9 % $ 117,293   33.6 % $ 102,280   30.4 % $ 66,435   25.4 % $ 52,275   26.4 %
Real estate—mortgage     96,381   27.9     100,417   28.9     111,425   33.1     113,140   43.3     77,694   39.2  
Real estate—construction     97,930   28.3     95,024   27.2     92,764   27.6     61,038   23.4     55,574   28.0  
Agricultural     15,162   4.4     16,877   4.8     12,987   3.9     7,240   2.8     7,003   3.5  
Installment/other     6,617   1.9     7,811   2.2     6,647   2.0     10,291   3.9     5,723   2.9  
Lease financing     12,581   3.6     11,632   3.3     10,184   3.0     3,225   1.2     0   0.0  
   
 
 
 
 
 
 
 
 
 
 
Total Loans   $ 345,662   100.0 % $ 349,054   100.0 % $ 336,287   100.0 % $ 261,369   100.0 % $ 198,269   100.0 %
   
 
 
 
 
 
 
 
 
 
 

        Loans declined during 2003 as part of United Security's plan to slow overall asset growth and better position itself for sustained and stable growth in the future. During this time loan participations in other market areas were curtailed and United Security began to focus more on its market area of Fresno and Madera Counties as local economies began to improve. Total loan participations declined from $79.5 million at December 31, 2001 to $63.8 million and $42.7 million at December 31, 2002 and 2003, respectively. As a result, commercial and industrial, real estate mortgage, and construction loans showed only minor changes between December 31, 2002 and December 31, 2003. In addition, United Security concentrated its resources on asset improvement and developing a business culture that will enable United Security to better compete in its market area. In the future, United Security will continue to focus on its core lending emphasis of commercial real estate and construction lending, as well as small business financing.

        Loan volume continues to be greatest in what has historically been United Security Bank's primary lending emphasis: commercial, real estate mortgage, and construction lending. The only loan growth experienced during 2003 occurred in real estate construction and lease financing loans, which increased by $3.0 million or 3.1%, and $949,000 or 8.2%, respectively, during the year. Modest decreases were experienced in all other loan categories during 2003. Much of the loan growth experienced during 2002 occurred in commercial and industrial loans, which increased by $15.0 million or 14.7% during that year. At December 31, 2003, approximately 77% of commercial and industrial loans have floating rates and, although some may be secured by real estate, many are secured by accounts receivable, inventory, and other business assets. Construction loans continue to be a significant focus for United Security and increased $3.0 million or 3.1% during 2003, increased $2.3 million or 2.4% during 2002, and increased $31.7 million or 52.0% during 2001. Construction loans are generally short-term, floating-rate obligations, which consist of both residential and commercial projects. Agricultural loans consisting of mostly short-term, floating rate loans for crop financing, decreased $1.7 million or 10.2% between December 31, 2002 and December 31, 2003, while installment loans decreased $1.2 million or 15.3% during that same period. Since 2000, United Security has done lease financing, with growth of $1.0 million or 8.2% experienced during 2003, as compared to $1.4 million or 14.5% and $7.0 million or 215.8% during the years ended December 31, 2002 and 2001, respectively.

        The real estate mortgage loan portfolio totaling $96.4 million at December 31, 2003 consists of commercial real estate, residential mortgages, and home equity loans. Commercial real estate is the core of this segment of the portfolio, with balances of $86.1 million, $82.6 million, and $83.3 million at December 31, 2003, 2002, and 2001, respectively. Commercial real estate loans are generally a mix of short to medium-term, fixed and floating rate instruments and, are mainly tied to commercial income and multi-family residential properties. United Security does not currently offer residential mortgage loans and, as a result, that portion of the portfolio generally has declined over time with balances of

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$5.2 million, $7.8 million, and $13.4 million at December 31, 2003, 2002 and 2001, respectively. United Security purchased a portfolio of fixed-rate jumbo mortgages during 2001, which accounted for $8.7 million of the outstanding mortgage loans at December 31, 2001. With substantial prepayments experienced during 2002, that jumbo mortgage portfolio declined during the year to a balance of $1.9 million at December 31, 2002. United Security began offering short to medium-term, fixed-rate, home equity loans early in 1997 and during the last three years balances have declined moderately, with $5.0 million at December 31, 2003, $10.0 million at December 31, 2002, and $14.8 million at December 31, 2001.

        The following table sets forth the maturities of United Security Bank's loan portfolio at December 31, 2003. Amounts presented are shown by maturity dates rather than repricing periods:

 
  Due in one
year or less

  Due after one
Year through
Five years

  Due after
Five years

  Total
 
  (In thousands)

Commercial and agricultural   $ 59,433   $ 57,151   $ 15,569   $ 132,153
Real estate—construction     67,712     30,218     0     97,930
   
 
 
 
      127,145     87,369     15,569     230,083
Real estate—mortgage     5,941     63,291     27,149     96,381
All other loans     4,417     13,433     1,348     19,198
   
 
 
 
Total Loans   $ 137,503   $ 164,093   $ 44,066   $ 345,662
   
 
 
 

        The average yield on loans was 6.54% for the year ended December 31, 2003, representing a decrease of 52 basis points when compared to the year ended December 31, 2002 and was a result of a general decline in average market rates of interest between those two periods. For the year ended December 31, 2002, the overall average yield on the loan portfolio was 7.06%, representing a decrease of 181 basis points when compared to 8.87% for the same twelve-month period of 2001 and again was a result of a significant decrease in average market rates of interest during 2002. United Security Bank's loan portfolio is generally comprised of short-term or floating rate loans and is therefore susceptible to fluctuations in market rates of interest. At December 31, 2003, 2002 and 2001, approximately 66.5%, 68.7% and 65.2% of United Security Bank's loan portfolio consisted of floating rate instruments, with the majority of those tied to the prime rate.

        The following table sets forth the contractual maturities of United Security Bank's fixed and floating rate loans at December 31, 2003. Amounts presented are shown by maturity dates rather than repricing periods, and do not consider renewals or prepayments of loans:

 
  Due in one
year or less

  Due after one
Year through
Five years

  Due after
Five years

  Total
 
  (In thousands)

Accruing loans:                        
  Fixed rate loans   $ 38,440   $ 49,035   $ 14,080   $ 101,555
  Floating rate loans     95,031     100,634     29,786     225,451
   
 
 
 
    Total accruing loans     133,471     149,669     43,866     327,006
Nonaccrual loans:                        
  Fixed rate loans     306     8,029     0     8,335
  Floating rate loans     3,726     6,395     200     10,321
    Total nonaccrual loans     4,032     14,424     200     18,656
   
 
 
 
Total Loans   $ 137,503   $ 164,093   $ 44,066   $ 345,662
   
 
 
 

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        Following is a comparison of the amortized cost and approximate fair value of available-for-sale and held-to-maturity securities for the three years indicated:

 
  December 31, 2003
  December 31, 2002
 
  Amortized
Cost

  Gross
Unrealized
Gains

  Gross
Unrealized
Losses

  Fair Value
(Carrying
Amount)

  Amortized
Cost

  Gross
Unrealized
Gains

  Gross
Unrealized
Losses

  Fair Value
(Carrying
Amount)

 
  (In thousands)

Available-for-sale:                                                
  U.S. Government agencies   $ 58,666   $ 613   $ (354 ) $ 58,925   $ 63,794   $ 1,570   $ 0   $ 65,364
  U.S. Government agency collateralized mortgage obligations     54     0     0     54     84     4     0     88
  Obligations of state and political subdivisions     2,613     201     0     2,814     2,795     178     0     2,973
  Other investment securities     21,646     421     (125 )   21,942     36,158     5     (21 )   36,142
   
 
 
 
 
 
 
 
    Total available-for-sale   $ 82,979   $ 1,235   $ (479 ) $ 83,735   $ 102,831   $ 1,757   $ (21 ) $ 104,567
   
 
 
 
 
 
 
 
 
  December 31, 2001
 
  Amortized
Cost

  Gross
Unrealized
Gains

  Gross
Unrealized
Losses

  Fair
Value

 
  (In thousands)

Available-for-sale:                        
  U.S. Government agencies   $ 42,341   $ 360   $ (74 ) $ 42,627
  U.S. Government agency collateralized mortgage obligations     211     1     (2 )   210
  Obligations of state and political subdivisions     3,464     72     (4 )   3,532
  Other investment securities     17,164     0     (168 )   16,996
   
 
 
 
    Total available-for-sale   $ 63,180   $ 433   $ (248 ) $ 63,365
   
 
 
 

        Included in other debt securities at December 31, 2003 is a short-term government securities mutual fund totaling $7.9 million, a commercial asset-backed trust totaling $5.6 million, and Trust Preferred securities pools totaling $8.4 million. Included in other debt securities at December 31, 2002 is a short-term government securities mutual fund totaling $10.0 million, a money market mutual fund totaling $23.0 million, and a Trust Preferred securities pool totaling $3.1 million. The commercial asset-backed trust consists of fixed and floating rate commercial and multifamily mortgage loans. 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.

        Realized gains on securities available-for-sale totaled $11,000 during 2003, $509,000 during 2002, and $769,000 during 2001. Realized losses on securities available-for-sale totaled $69,000 during 2003 and $24,000 during 2002. There were no realized losses for such securities during 2001.

        Investment securities decreased $20.82 million between December 2002 and December 2003, as maturing securities were utilized to fund borrowing runoff. Excess funds were temporarily invested in overnight funds to enhance United Security's liquidity position. The decrease in securities during 2003 was primarily in other investment securities, and included the sale of a short-term money market mutual fund with Janus Investments totaling $23.0 million.

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        Investment securities increased $41.2 million between December 2001 and December 2002, as deposits and borrowings grew faster than loans, and excess funds were utilized to enhance United Security's liquidity position. The increase was divided almost evenly between U.S. Government-sponsored agencies and other investment securities. Included in the increase in other investment securities was a short-term money market mutual fund with Janus Investments totaling $23.0 million, which can be liquidated as needed for loan growth or deposit runoff.

        The contractual maturities of investment securities as well as yields based on amortized cost of those securities at December 31, 2003 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.

 
   
   
  After one year to
five years

  After five years to
ten years

   
   
   
   
 
 
  One year or less
  After ten years
   
   
 
Total

   
   
 
  Amount
  Yield(1)
  Amount
  Yield(1)
  Amount
  Yield(1)
  Amount
  Yield(1)
  Amount
  Yield(1)
 
 
  (Dollars in thousands)

 
Available-for-sale:                                                    
U.S. Government agencies   $   % $ 49,522   3.41 % $   % $ 9,403   5.24 % $ 58,925   3.70 %
U.S. Government agency collateralized mortgage obligations                       54   5.15 %   54   5.15 %
Obligations of state and political subdivisions     377   4.36 %   402   4.45 %   284   4.43 %   1,751   4.91 %   2,814   5.09 %
Other investment securities     7,926   3.43 %   4,950   2.53 %         9,066   6.59 %   21,942   4.59 %
   
 
 
 
 
 
 
 
 
 
 
  Total estimated fair value   $ 8,303   3.47 % $ 54,874   3.34 % $ 284   4.43 % $ 20,274   5.81 % $ 83,735   3.98 %
   
 
 
 
 
 
 
 
 
 
 

(1)
Weighted average yields are not computed on a tax equivalent basis

        At December 31, 2003 and 2002, available-for-sale securities with an amortized cost of approximately $61.3 million and $65.0 million, respectively, and fair value of $61.7 million and $66.7 million, respectively, were pledged as collateral for public funds, FHLB borrowings, and treasury tax and loan balances.

        United Security Bank attracts commercial deposits primarily from local businesses and professionals, as well as retail checking accounts, savings accounts and time deposits. Total deposits increased $16.5 million or 3.9% during the year to a balance of $440.4 million at December 31, 2003 and increased $55.3 million or 15.0% between December 31, 2001 and December 31, 2002. Core deposits, consisting of all deposits other than time deposits of $100,000 or more and brokered deposits, continue to provide the foundation for United Security Bank's principal sources of funding and liquidity. These core deposits amounted to 70.1%, 69.4% and 65.5% of the total deposit portfolio at December 31, 2003, 2002 and 2001, respectively.

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        The following table sets forth the year-end amounts of deposits by category for the years indicated, and the dollar change in each category during the year:

 
  December 31,
  Change during Year
 
  2003
  2002
  2001
  2003
  2002
 
  (In thousands)

Noninterest-bearing deposits   $ 94,597   $ 89,000   $ 72,413   $ 5,597   $ 16,587
Interest-bearing deposits:                              
  NOW and money market accounts     120,375     100,199     83,316     20,176     16,883
  Savings accounts     23,691     21,138     19,883     2,553     1,255
  Time deposits:                              
    Under $100,000     75,640     85,564     68,414     (9,924 )   17,150
    $100,000 and over     126,141     128,086     124,625     (1,945 )   3,461
   
 
 
 
 
Total interest-bearing deposits     345,847     334,987     296,238     10,860     38,749
   
 
 
 
 
Total deposits   $ 440,444   $ 423,987   $ 368,651   $ 16,457   $ 55,336
   
 
 
 
 

        United Security continues to emphasize core deposits as part of its relationship banking strategy. As a result, deposits continue to grow in United Security's deposit categories of NOW and money market accounts, savings accounts, as well as noninterest-bearing checking accounts. Substantial increases have been experienced in these deposit categories during 2002 and 2003 as the result of both an increase in the total number of accounts as well as an increase in the average balance per account, particularly in money market accounts. With market rates of interest at historical lows, money market accounts, with their tiered interest-rate features, have become increasingly attractive to depositors. During 2003 total NOW, money market accounts, and noninterest-bearing checking accounts increased in all branches, with about 54% of that increase taking place in the immediate Fresno area.

        Deposit accounts of $100,000 or more, NOW and money market accounts, as well as noninterest-bearing checking accounts, increased approximately $33.7 million between December 31, 2001 and December 31, 2002, and increased $21.1 million between December 31, 2002 and December 31, 2003. On average, total NOW, money market accounts, and noninterest-bearing checking accounts of $100,000 or more increased $27.3 million during 2003 and increased $29.0 million during 2002.

        As mentioned previously, growth in time deposits has fluctuated over the past several years, as United Security has been able to control the level of these deposits to some degree with pricing strategies. Time deposits, including brokered and other out-of-market deposits were allowed to grow during 2002 as the funds were needed for loan growth, but then allowed to run-off as they matured during 2003 as the need for such deposits diminished. United Security will continue to use pricing strategies to control the overall level of time deposits as part of its growth and liquidity planning process.

        During the year ended December 31, 2003, increases were experienced in all deposit categories, except in time deposits, with the majority of the increase being in interest-bearing checking accounts. During the year ended December 31, 2002, increases were experienced in all deposit categories, with substantial increases in time deposits, as well as interest-bearing and noninterest-bearing checking accounts. Much of the increase in time deposits over the years presented has been the result of wholesale and brokered deposits, as well as time deposits from the State of California. United Security has utilized brokered deposits over the past several years to enhance its deposit growth, with brokered deposits totaling $27.1 million, $26.3 million and $51.3 million at December 31, 2003, 2002 and 2001, respectively. In addition, United Security has been able to obtain time deposits from the State of California, which totaled $40.0 million, $40.0 million, and $30.0 million at December 31, 2003, 2002 and 2001, respectively. The time deposits of the State of California are collateralized by pledged securities in United Security's investment portfolio.

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        United Security'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 $10.9 million or 3.2% between December 31, 2002 and December 31, 2003, while noninterest-bearing deposits increased $5.6 million or 6.3% between the same two periods presented. Between December 31, 2001 and December 31, 2002, total interest-bearing deposits increased $38.7 million or 13.1%, while noninterest-bearing deposits increased $16.6 million or 22.9%.

        On a year-to-date average, United Security experienced an increase of $26.2 million or 6.4% in total deposits between the years ended December 31, 2002 and December 31, 2003. Between these two periods, average interest-bearing deposits increased $16.4 million or 5.0%, while total noninterest-bearing checking increased $9.7 million or 12.2% on a year-to-date average basis. On average, United Security experienced increases in all deposit categories between the years ended December 31, 2002 and December 31, 2003, except time deposits, which decreased $5.3 million on average during 2003. On a year-to-date average basis, total deposits increased $90.0 million or 28.2% between the years ended December 31, 2001 and December 31, 2002. Of that total, interest-bearing deposits increased by $69.5 million or 26.7%, while noninterest-bearing deposits increased $20.6 million or 34.7% during 2002. The most significant increases experienced in average deposits during 2002 were in time deposits, money market accounts, and noninterest bearing accounts.

        The following table sets forth the average deposits and average rates paid on those deposits for the years ended December 31, 2003, 2002 and 2001:

 
  2003
  2002
  2001
 
 
  Average
Balance

  Rate %
  Average
Balance

  Rate %
  Average
Balance

  Rate %
 
 
  (Dollars in thousands)

 
Interest-bearing deposits:                                
  Checking accounts   $ 105,951   1.18 % $ 87,848   1.52 % $ 71,822   2.73 %
  Savings     23,705   0.52 %   20,106   0.82 %   18,337   1.76 %
  Time deposits(1)     216,127   2.11 %   221,387   3.47 %   169,720   5.25 %
Noninterest-bearing deposits     89,713         79,974         59,389      

(1)
Included at December 31, 2003, are $126.1 million in time certificates of deposit of $100,000 or more, of which $65.7 million matures in three months or less, $13.1 million matures in 3 to 6 months, $29.1 million matures in 6 to 12 months, and $18.2 million matures in more than 12 months.

        United Security 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. United Security 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. United Security 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 United Security 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 United Security's asset/liability management strategy. FHLB advances are collateralized by United Security's stock in the FHLB, securities, and certain qualifying mortgage loans. In addition, United Security has the ability to obtain borrowings from the Federal Reserve Bank of San Francisco,

68


which would be collateralized by certain pledged loans in United Security's loan portfolio. The lines of credit are subject to periodic review of United Security'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 United Security's financial position.

        United Security had collateralized and uncollateralized lines of credit aggregating $130.6 million and $157.5 million, as well as FHLB lines of credit totaling $31.8 million and $36.7 million at December 31, 2003 and 2002, respectively. 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.

        The table below provides further detail of United Security's federal funds purchased, repurchase agreements and FHLB advances for the years ended December 31, 2003, 2002 and 2001:

 
  December 31,
 
 
  2003
  2002
  2001
 
 
  (Dollars in thousands)

 
At period end:                    
  Federal funds purchased   $ 0   $ 0   $ 0  
  Repurchase agreements     0     0     5,300  
  FHLB advances     0     35,400     22,200  
   
 
 
 
    Total at period end   $ 0   $ 35,400   $ 27,500  
   
 
 
 
  Average ending interest rate—total     0.00 %   4.17 %   4.13 %
   
 
 
 
Average for the year:                    
  Federal funds purchased   $ 745   $ 77   $ 1,480  
  Repurchase agreements     0     218     12,048  
  FHLB advances     11,973     32,398     19,255  
   
 
 
 
    Total average for the year   $ 12,718   $ 32,693   $ 32,783  
   
 
 
 
  Average interest rate—total     4.04 %   4.22 %   4.82 %
   
 
 
 
Maximum total borrowings outstanding at any month-end during the year:                    
  Federal funds purchased   $ 0   $ 1,995   $ 19,870  
  Repurchase agreements/FHLB advances     35,400     35,400     24,350  
   
 
 
 
    Total   $ 35,400   $ 37,395   $ 44,220  
   
 
 
 

        Lending money is United Security'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 collectibility of a loan is subjective to some degree, but must relate to the borrower's financial condition, cash flow, quality of the borrower's management expertise, collateral and guarantees, and the state of the local economy. When determining the adequacy of the allowance for

69



credit losses, United Security follows, in accordance with GAAP, the guidelines set forth in the Interagency Policy Statement on the Allowance for Loan and Lease Losses ("Statement") issued jointly by banking regulators during July 2001. The Statement outlines characteristics that should be used in segmentation of the loan portfolio for purposes of the analysis including risk classification, past due status, type of loan, industry or collateral. It also outlines factors to consider when adjusting the loss factors for various segments of the loan portfolio. Securities and Exchange Commission Staff Accounting Bulletin No. 102 was also released at this time which represents the SEC staff's view relating to methodologies and supporting documentation for the Allowance for Loan and Lease Losses that should be observed by all public companies in complying with the federal securities laws and the Commission's interpretations. It is also generally consistent with the guidance published by the banking regulators.

        United Security segments the loan and lease portfolio into eleven (11) segments, primarily by loan class and type, that have homogeneity and commonality of purpose and terms for analysis under SFAS No. 5. Those loans which are determined to be impaired under SFAS No. 114 are not subject to the general reserve analysis under SFAS No. 5, and are evaluated individually for specific impairment. The eleven segments of United Security's loan portfolio are as follows (subtotals are provided as needed to allow the reader to reconcile the amounts to United Security's loan classification reported elsewhere in these financial statements):

Loan Segments for Loan Loss Reserve Analysis

 
   
  Loan Balance at December 31,
 
   
  2003
  2002
  2001
  2000
  1999
 
   
  (dollars in 000's)

1   Commercial and Business Loans   $ 107,068   $ 105,513   $ 88,864   $ 55,993   $ 40,831
2   Government Program Loans     9,923     11,780     13,416     10,442     11,444
       
 
 
 
 
        Total Commercial and Industrial     116,991     117,293     102,280     66,435     52,275
3   Commercial Real Estate Term Loans     86,142     82,600     83,328     89,504     56,154
4   Single Family Residential Loans     5,240     7,827     13,363     6,147     7,764
5   Home Improvement/Home Equity Loans     4,999     9,990     14,734     17,489     13,776
       
 
 
 
 
        Total Real Estate Mortgage     96,381     100,417     111,425     113,140     77,694
6   Total Real Estate Construction Loans     97,930     95,024     92,764     61,038     55,574
7   Total Agricultural Loans     15,162     16,877     12,987     7,240     7,003
8   Consumer Loans     6,134     7,423     6,131     9,814     5,086
9   Overdraft protection Lines     341     221     341     289     412
10   Overdrafts     142     167     175     188     225
       
 
 
 
 
        Total Installment/other     6,617     7,811     6,647     10,291     5,723
11   Total Lease Financing     12,581     11,632     10,184     3,225     0
       
 
 
 
 
        Total Loans   $ 345,662   $ 349,054   $ 336,287   $ 261,369   $ 198,269
       
 
 
 
 

        United Security's methodology for assessing the adequacy of the allowance for credit losses consists of several key elements, which include:

70


        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 United Security's historical loss experience and on the internal risk grade of those loans and, may be adjusted for significant factors that, in management's judgment, affect the collectibility of the portfolio as of the evaluation date. Factors that may affect collectibility of the loan portfolio include:

        The above qualitative factors may impact the collectibility of the loan portfolio if current trends in those factors differ from historical trends. United Security quantifies these qualitative factors to differentiate between current conditions and the historical loss factors used in migration analysis. United Security applies a range of between minus 5 basis points and plus 10 basis points for each qualitative factor to reflect current changes in the economic and business cycle and changes in United Security's loan portfolio. The historical loss factors based on migration analysis are then adjusted for the total of these qualitative factors to reflect current and anticipated conditions, and the result is applied to the various segments of the loan portfolio. The result of the adjustment for qualitative factors was to increase the overall formula allowance by $602,000 and $867,000 for December 31, 2003 and 2002, respectively.

        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 or three years and loss factors are adjusted to recognize and quantify the loss exposure from changes in market conditions and trends in United Security'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 United Security, include loans categorized as substandard, doubtful, and loss.

        Loan participations are reviewed for allowance adequacy under the same guidelines as other loans in United Security's portfolio, with an additional participation factor added, if required, for specific risks associated with participations. In general, participations are subject to certain thresholds set by

71



United Security, and are reviewed for geographic location as well as the well-being of the underlying agent bank. The formula allowance for loan participations totaled $420,000, $919,000, and $768,000 at year-end December 31, 2003, 2002, and 2001, respectively. There were no specific allowance amounts allocated to participation loans during those three year-end periods. The impact of the additional participation factor for risks associated with those loans was an increase in the formula allowance of $83,000, $132,000, and $109,000 at December 31, 2003, 2002, and 2001, respectively.

        The formula allowance includes reserves for certain off-balance sheet risks including letters of credit, unfunded loan commitments, and lines of credit. Reserves for undisbursed commitments are generally formula allocations based on United Security's historical loss experience and other loss factors, rather than specific loss contingencies. The reserves for these off-balance sheet commitments are included in United Security's allowance for credit losses, rather than a separate liability on the balance sheet because the reserve amounts are considered to be immaterial in relation to total liabilities. At December 31, 2003, 2002 and 2001 the formula reserve allocated to undisbursed commitments totaled $399,000, $224,000 and $181,000, respectively.

        Specific allowances are established based on management's periodic evaluation of loss exposure associated with 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. Specific allowance amounts include those calculated under SFAS No. 114. Under SFAS No. 114, specific allowances are determined based on the collateralized value of the underlying properties, the net present value of the anticipated cash flows, or the market value of the underlying assets. Under SFAS No. 5, specific allowances, where required, are determined on the basis of additional risks involved with individual loans that may be in excess of risk factors associated with the loan portfolio as a whole. The specific allowance is different from the formula allowance in that the specific allowance is determined on a loan-by-loan basis based on risk factors directly related to a particular loan, as opposed to the formula allowance which is determined for a pool of loans with similar characteristics, based on past historical trends and other risk factors which may be relevant on an ongoing basis.

        The unallocated portion of the allowance is the result of both expected and unanticipated changes in 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 United Security, credit quality trends, collateral values, loan volumes and concentrations, and other business conditions.

        United Security'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 formula 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 United Security'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 concentration, and 10) other business conditions. The ninth factor above for high balance loan concentration was added during 2002, and as a result, the impact to the allowance for credit losses for the inclusion of that factor amounted to approximately $183,000 and $132,000 for 2003 and 2002, respectively. Other than the added factor just mentioned, there were no changes in estimation methods or assumptions during 2003 that affected the methodology for assessing the overall adequacy of the allowance for credit losses.

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        Management and United Security'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. United Security's Loan Committee meets weekly and serves as a forum to discuss specific problem assets that pose significant concerns to United Security, 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.

        United Security considers a loan to be impaired when, based upon current information and events, it believes it is probable United Security 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 currently 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. 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.

        At December 31, 2003 and 2002, United Security's recorded investment in loans for which impairment has been recognized totaled $18.7 million and $15.3 million, respectively. Included in total impaired loans at December 31, 2003, is $7.3 million of impaired loans for which the related specific allowance is $2.3 million, as well as $11.4 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 December 31, 2002 included $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 $18.1 million, $11.3 million and $5.7 million during the years ended December 31, 2003, 2002 and 2001, respectively. In most cases, United Security 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 year ended December 31, 2003, United Security recognized no income on such loans. For the years ended December 31, 2002 and 2001, United Security recognized $3,000 and $23,000, respectively, of income on such loans.

        United Security focuses on competition and other economic conditions within its market area, which may ultimately affect the risk assessment of the portfolio. United Security continues to experience increased competition from major banks, local independents and non-bank institutions creating pressure on loan pricing. With interest rates at historical lows, the economic recovery has been slow in coming, however the recovery began to gain momentum during the last half of 2003. Both business and consumer spending improved during the third quarter of 2003, with GDP of more than 8.0% being reported during the quarter. GDP during the fourth quarter of 2003 was 4.0% and is expected to remain at that level throughout 2004. It is difficult to determine whether the Federal Reserve will adjust interest rates in an effort to control the economy, however interest rate increases are anticipated during the later part of 2004. It is likely that the business environment in California will

73



continue to be influenced by these domestic as well as global events. The local market has improved economically during the current year while the rest of the state and the nation has experienced slowed economic growth. The local area market has not been as volatile as those of San Francisco and other areas, which should bode well for sustained growth in United Security's market areas of Fresno and Madera Counties. Local unemployment rates remain high primarily as a result of the areas' agricultural dynamics, however unemployment rates are expected to improve nationally during 2004. It is difficult to predict what impact this will have on the local economy. United Security believes that the Central San Joaquin Valley will continue to grow and diversify as property and housing costs remain reasonable relative to other areas of the state, although this growth may begin to slow as the Federal Reserve raises interest rates to control what it perceives as an accelerating economy. Management recognizes increased risk of loss due to United Security's exposure from local and worldwide economic conditions, as well as potentially volatile real estate markets, and takes these factors into consideration when analyzing the adequacy of the allowance for credit losses.

        The following table provides a summary of United Security's allowance for credit losses, provisions made to that allowance, and charge-off and recovery activity affecting the allowance for the years indicated.

 
  December 31,
 
 
  2003
  2002
  2001
  2000
  1999
 
 
  (Dollars in thousands)

 
Total loans outstanding at end of period before Deducting allowances for credit losses   $ 344,797   $ 348,598   $ 335,620   $ 260,575   $ 197,876  
   
 
 
 
 
 
Average net loans outstanding during period   $ 353,562   $ 347,192   $ 297,653   $ 230,305   $ 175,324  
   
 
 
 
 
 
Balance of allowance at beginning of period   $ 5,556   $ 4,457   $ 3,773   $ 2,642   $ 1,907  
Loans charged off:                                
  Real estate     0     0     0     0     0  
  Commercial and industrial     (1,080 )   (659 )   (874 )   (430 )   (285 )
  Lease financing     (161 )   (238 )   (162 )   (0 )   (0 )
  Installment and other     (33 )   (36 )   (40 )   (44 )   (27 )
   
 
 
 
 
 
    Total loans charged off     (1,274 )   (933 )   (1,076 )   (474 )   (312 )
Recoveries of loans previously charged off:                                
  Real estate     0     0     0     0     0  
  Commercial and industrial     61     37     23     11     19  
  Lease financing     25     31     4     0     0  
  Installment and other     0     1     0     14     3  
   
 
 
 
 
 
    Total loan recoveries     86     69     27     25     22  
   
 
 
 
 
 
Net loans charged off     (1,188 )   (864 )   (1,049 )   (449 )   (290 )
Provision charged to operating expense     1,713     1,963     1,733     1,580     1,025  
   
 
 
 
 
 
Balance of allowance for credit losses at end of period   $ 6,081   $ 5,556   $ 4,457   $ 3,773   $ 2,642  
   
 
 
 
 
 
Net loan charge-offs to total average loans     0.34 %   0.25 %   0.35 %   0.19 %   0.17 %
Net loan charge-offs to loans at end of period     0.34 %   0.25 %   0.31 %   0.17 %   0.15 %
Allowance for credit losses to total loans at end of period     1.76 %   1.59 %   1.33 %   1.45 %   1.34 %
Net loan charge-offs to allowance for credit losses     19.54 %   15.55 %   23.54 %   11.90 %   10.98 %
Net loan charge-offs to provision for credit losses     69.35 %   44.01 %   60.53 %   28.42 %   28.29 %

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        Management believes that the 1.76% credit loss allowance to total loans at December 31, 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 United Security's service areas or other circumstances will not be reflected in increased losses in the loan portfolio. Management is not currently aware of any conditions that may adversely affect the levels of losses incurred in United Security's loan portfolio.

        Although United Security does not normally allocate the allowance for credit losses to specific loan categories, an allocation to the major categories has been made for the purposes of this report as set forth in the following table. The allocations are estimates based on the same factors as considered by management in determining the amount of additional provisions to the credit loss allowance and the overall adequacy of the allowance for credit losses.

 
  2003
  2002
  2001
  2000
  1999
 
 
  Allowance
for Loan
Losses

  % of
Loans

  Allowance
for Loan
Losses

  % of
Loans

  Allowance
For Loan
Losses

  % of
Loans

  Allowance
for Loan
Losses

  % of
Loans

  Allowance
for Loan
Losses

  % of
Loans

 
 
  (Dollars in thousands)

 
Commercial and industrial   $ 1,755   33.9 % $ 3,080   33.6 % $ 1,951   30.4 % $ 1,328   25.4 % $ 1,028   26.4 %
Real estate—mortgage     508   27.9 %   803   28.9 %   899   33.1 %   1,141   43.3 %   1,061   39.2 %
Real estate—construction     1,067   28.3 %   1,046   27.2 %   893   27.6 %   606   23.4 %   436   28.0 %
Agricultural     188   4.4 %   229   4.8 %   123   3.9 %   65   2.8 %   54   3.5 %
Installment/other     97   1.9 %   99   2.2 %   102   2.0 %   72   3.9 %   63   2.9 %
Lease financing     2,466   3.6 %   298   3.3 %   120   3.0 %   82   1.2 %   0    
Not allocated     0       1       369       479       0    
   
 
 
 
 
 
 
 
 
 
 
    $ 6,081   100.0 % $ 5,556   100.0 % $ 4,457   100.0 % $ 3,773   100.0 % $ 2,642   100.0 %
   
 
 
 
 
 
 
 
 
 
 

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

        During a recent regulatory examination, the lease portfolio in question was classified as doubtful by United Security Bank's regulators based upon state regulatory guidelines. California state statute No. 1951 requires that a credit where interest is past due and unpaid for more than one year, is not well secured and not in the process of collection be charged off. The regulators have requested that United Security Bank charge-off the principle balance in the first or second quarter of 2004 for regulatory purposes if the judge has not made a ruling or no principle payments have been made by these dates. United Security believes that under generally accepted accounting principles, a total loss of principal is not probable and the allowance calculated under SFAS No. 114 is adequate. At this time it is uncertain how much United Security will collect, however management believes United Security will collect part, if not all, of the amounts due.

        The allowance allocation attributable to commercial and industrial loans increased approximately $1.1 million between 2001 and 2002 primarily as the result of a single commercial loan totaling $700,000, which was classified as doubtful at December 31, 2002. The loan was subsequently charged-off during the first quarter of 2003, and a result the allowance allocation for that loan category declined during 2003.

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        During 2003, United Security revised its methodology for allocating the total allowance for credit losses between the formula allowance and the specific allowance. Prior to 2003, the entire loan portfolio was reviewed under the guidelines set by SFAS No. 5 "Accounting for Contingencies". In addition, those loans considered to be impaired were also reviewed under standards required by SFAS No. 114, and specific reserves were calculated under those guidelines. For purposes of allocating the formula allowance and the specific allowance, loans identified as impaired under SFAS No. 114 were allocated a formula reserve as calculated under SFAS No. 5, and an additional specific allowance if required under SFAS No. 114. As a result, a portion of the allowance for impaired loans might be included in the formula allowance as calculated under SFAS No. 5, and the remainder would be designated a specific allowance, so that the entire allowance for impaired loans would be adequate under SFAS No. 114. Effective June 2003, United Security segregated those loans considered impaired under SFAS No. 114 from the loan portfolio and analyzed the remainder of the loan portfolio under SFAS No. 5. Then loans considered impaired under SFAS No. 114 were reviewed separately for specific allowance allocation. As a result, all allowance reserves allocated to impaired loans are now considered specific reserves for purposes of United Security's evaluation of the adequacy of the allowance for credit losses, rather than a combination of formula allowance and specific allowance.

        The following summarizes United Security's allowance for credit losses related to the specific, formula, and unallocated reserves for the year-ends shown (amounts shown prior to 2003 have been adjusted to reflect the revised methodology for allocating the total allowance between the formula allowance and the specific allowance as discussed above):

 
  December 31,
 
  2003
  2002
  2001
  2000
  1999
 
  (Dollars in 000's)

Formula allowance   $ 3,737   $ 4,216   $ 3,973   $ 3,160   $ 2,459
Specific allowance     2,344     1,339     115     134     104
Unallocated allowance     0     1     369     479     0
   
 
 
 
 
Total allowance   $ 6,081   $ 5,556   $ 4,457   $ 3,773   $ 2,642
   
 
 
 
 

        At December 31, 2003, United Security's allowance for credit losses was $6.1 million, consisting of $3.7 million in formula allowance, and $2.3 million in specific allowance. At December 31, 2003, the specific allowance consisted of $49,000 allocated to commercial and industrial loans, and $2.3 million to lease financing loans. At December 31, 2002, United Security's allowance for credit losses was $5.6 million, consisting of $4.2 million in formula allowance, $1.3 million in specific allowance, and $1,000 in unallocated allowance. At December 31, 2002, $1.1 million of the specific allowance was allocated entirely to commercial and industrial loans, and the remaining $108,000 and $165,000 were allocated to real estate mortgage and lease financing loans, respectively.

        The total formula allowance decreased approximately $479,000 between 2002 and 2003, with decreases of $309,000 and $187,000 experienced in commercial and industrial loans and real estate mortgage loans, respectively. During 2003, United Security experienced, a decrease of $5.3 million in substandard loans, an increase of $3.9 million in special mention loans, a decrease of $700,000 in doubtful loans, and a decrease of approximately $2.0 million in "pass" loans.

        The formula allowance increased in all loan categories except mortgage and installment loans during 2002 as the result of increases in loan balances during the year, as well as increases in the level of classified loans. The formula allowance increased by approximately $243,000 between December 31, 2001 and December 31, 2002. The increase in the formula allowance during 2002 was the result of several factors including, an increase of $5.7 million in substandard loans, an increase of $677,000 in doubtful loans, and an increase of approximately $13.6 million in "pass" loans during 2002. Special mention loans decreased by about $506,000 between December 31, 2001 and December 31, 2002.

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        Although in some instances, the downgrading of a loan resulting from the factors used by United Security in its allowance analysis has been reflected in the formula allowance, management believes that in some instances, the impact of material events and trends has not yet been reflected in the level of nonperforming loans or the internal risk grading process regarding these loans. Accordingly, United Security's evaluation of probable losses related to these factors may be reflected in the unallocated allowance. The evaluation of the losses associated with these factors involve a higher degree of uncertainty because they are not identified with specific problem credits, and therefore United Security does not spread the unallocated allowance among segments of the portfolio. At December 31, 2003 United Security had no unallocated allowance, reflecting a decrease from the balance of $1,000 at December 31, 2002, and $369,000 at December 31, 2001. Management's estimates of the unallocated allowance are based upon a number of underlying factors including 1) the effect of deteriorating national and local economic trends, 2) the effects of export market conditions on certain agricultural and manufacturing borrowers, 3) the effects of abnormal weather patterns on agricultural borrowers, as well as other borrowers that may be impacted by such conditions, 4) the effect of increased competition in United Security's market area and the resultant potential impact of more relaxed underwriting standards to borrowers with multi-bank relationships, 5) the effect of soft real estate markets, and 6) the effects of having a larger number of borrowing relationships which are close to United Security's lending limit, any one if which were not to perform to contractual terms, would have a material impact on the allowance.

        United Security's loan portfolio has concentrations in commercial real estate, commercial, and construction loans, however these portfolio percentages fall within United Security's loan policy guidelines.

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

        The following table sets forth United Security's nonperforming assets as of the dates indicated:

 
  December 31,
 
 
  2003
  2002
  2001
  2000
  1999
 
 
  (Dollars in thousands, except footnote)

 
Nonaccrual loans(1)   $ 18,656   $ 15,432   $ 13,019   $ 2,810   $ 4,373  
Restructured loans     9     0     0     0     2,401  
   
 
 
 
 
 
  Total nonperforming loans     18,665     15,432     13,019     2,810     6,774  
Other real estate owned     2,718     9,685     5,390     2,959     663  
   
 
 
 
 
 
  Total nonperforming assets   $ 21,383   $ 25,117   $ 18,409   $ 5,769   $ 7,437  
   
 
 
 
 
 
Loans, past due 90 days or more, still accruing   $ 0   $ 0   $ 0   $ 595   $ 0  
   
 
 
 
 
 
Nonperforming loans to total gross loans     5.40 %   4.42 %   3.87 %   1.08 %   3.42 %
   
 
 
 
 
 
Nonperforming assets to total gross loans     6.19 %   7.20 %   5.47 %   2.21 %   3.75 %
   
 
 
 
 
 

(1)
There are no nonaccrual loans at December 31, 2003 which are restructured. Included in nonaccrual loans at December 31, 2002 and 2001 and 2000 are restructured loans totaling $21,400 and $37,600, respectively. The interest income that would have been earned on nonaccrual loans outstanding at December 31, 2003 in accordance with their original terms is approximately $1.6 million.

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        The overall level of nonperforming assets has increased since 2000, primarily as the result of a small number of large lending relationships, which have become nonperforming during that period. During 2001, three large relationships totaling approximately $12.0 million were classified as nonaccrual, while approximately $2.9 million in nonaccrual loans were transferred to other real estate owned through foreclosure. During 2002, $5.0 million, representing one of the three large relationships that had become nonaccrual during the previous year, was foreclosed upon and transferred to other real estate owned through foreclosure. In addition during 2002, a nonperforming lease portfolio totaling $5.5 million was taken to nonaccrual status. Aside from the small number of large nonperforming relationships just discussed, United Security does not foresee an overall increase in nonperforming assets as a result of the condition of the loan portfolio, and in fact nonperforming levels have begun to decline. Continued high levels of nonperforming assets have the potential to impact the future earnings growth of United Security, however Management believes that with declining nonperforming balances combined with prudent lending policies, United Security will not experience any significant impact on earnings.

        The overall level of nonaccrual loans has increased between December 31, 2002 and December 31, 2003 as commercial and commercial real estate delinquencies have increased. A substantial portion of the nonaccrual loans at December 31, 2003 are collateralized by real estate. 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. One of these transferred properties with a carrying value of $923,000 was subsequently sold during the fourth quarter of 2003. The remaining transferred property will be used in United Security's ongoing operations (see Note 4 to United Security's financial statements).

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

        Except for the loans included in the above table, there were no loans at December 31, 2003 where the known credit problems of a borrower caused United Security 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.

Application of Critical Accounting Policies

        United Security's consolidated financial statements are prepared in accordance with generally accepted accounting principles and follow general practices within the industry in which it operates. Application of these principles requires management to make estimates, assumptions, and judgments that affect the amounts reported in the financial statements and accompanying notes. These estimates, assumptions, and judgments are based on information available as of the date of the financial statements; accordingly, as this information changes, the financial statements could reflect different estimates, assumptions, and judgments. Certain policies inherently have a greater reliance on the use of estimates, assumptions, and judgments and as such have a greater possibility of producing results that could be materially different than originally reported. Estimates, assumptions, and judgments are necessary when assets and liabilities are required to be recorded at fair value, when a decline in the value of an asset not carried on the financial statements at fair value warrants an impairment write-down or valuation reserve to be established, or when an asset or liability needs to be recorded contingent upon a future event. Carrying assets and liabilities at fair value inherently results in more financial statement volatility. The fair values and the information used to record valuation adjustments for certain assets and liabilities are based either on quoted market prices or are provided by other

78



third-party sources, when available. When third-party information is not available, valuation adjustments are estimated in good faith by management primarily through the use of internal cash flow modeling techniques.

        The most significant accounting policies followed by United Security are presented in Note 1 to United Security's consolidated financial statements included in this proxy statement-prospectus. These policies, along with the disclosures presented in the other financial statement notes and in this financial review, provide information on how significant assets and liabilities are valued in the financial statements and how those values are determined. Based on the valuation techniques used and the sensitivity of financial statement amounts to the methods, assumptions, and estimates underlying those amounts, management has identified the determination of the allowance for loan losses to be the accounting area that requires the most subjective or complex judgments, and as such could be most subject to revision as new information becomes available.

        The allowance for loan losses represents management's estimate of probable credit losses inherent in the loan portfolio. Determining the amount of the allowance for loan losses is considered a critical accounting estimate because it requires significant judgment and the use of estimates related to the amount and timing of expected future cash flows on impaired loans, estimated losses on pools of homogeneous loans based on historical loss experience, and consideration of current economic trends and conditions, all of which may be susceptible to significant change. The loan portfolio also represents the largest asset type on the consolidated balance sheet.

        The allowance for credit losses is maintained to provide for losses that can reasonably be anticipated. The allowance is based on ongoing quarterly assessments of the probable losses associated with the loan portfolio.

        The allowance for credit losses is increased by provisions charged to operations during the current period and reduced by loan charge-offs net of recoveries. Loans are charged against the allowance when management believes that the collection of the principal is unlikely. The allowance is an amount that management believes will be adequate to absorb losses inherent in existing loans and commitments to extend credit, based on evaluations of the probability of collection. In evaluating the probability of collection, management is required to make estimates and assumptions that affect the reported amounts of loans, allowance for credit losses and the provision for credit losses charged to operations. Actual results could differ significantly from those estimates. These evaluations take into consideration such factors as the composition of the portfolio, overall portfolio quality, loan concentrations, specific problem loans, and current economic conditions that may affect the borrowers' ability to pay. United Security's methodology for assessing the adequacy of the allowance for credit losses consists of several key elements, which include the formula allowance, specific allowances, and the unallocated allowance.

        The formula allowance is calculated by applying loss factors to outstanding loans. Loss factors are based on United Security's historical loss experience and may be adjusted for significant factors that, in management's judgment, affect the collectibility of the portfolio as of the evaluation date. United Security 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 United Security's losses over the past twelve quarters or three years and loss factors are adjusted to recognize and quantify the loss exposure from changes in market conditions and trends in the 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

79



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 United Security, 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 United Security, credit quality trends, collateral values, loan volumes and concentration, and other business conditions.

        The allowance analysis also incorporates the results of measuring impaired loans as provided in Statement of Financial Accounting Standards ("SFAS") No. 114, "Accounting by Creditors for Impairment of a Loan" and SFAS 118, "Accounting by Creditors for Impairment of a Loan—Income Recognition and Disclosures." A loan is considered impaired when management determines that it is probable that United Security will be unable to collect all amounts due according to the original contractual terms of the loan agreement. Impairment is measured by the difference between the original recorded investment in the loan and the estimated present value of the total expected cash flows, discounted at the loan's effective rate, or the fair value of the collateral, if the loan is collateral dependent. Any differences in the specific allowance amounts calculated in the impaired loan analysis and the migration analysis are reconciled by management and changes are made to the allowance as deemed necessary.

        If the loan portfolio were to increase by 10% proportionally throughout all loan classifications, the additional estimated provision to the allowance that would be required, based on the percentage allocations utilized at December 31, 2003, would be approximately $373,000 pretax or $220,000 net of tax. This includes an additional $80,000 or $47,000 net of tax, for criticized loans which are those classified as special mention or worse and excluding those considered impaired under SFAS No. 114, and an additional $293,000 or $172,000 net of tax, for the remainder of the loan portfolio that is performing.

        Premises and equipment are carried at cost less accumulated depreciation. Depreciation expense is computed principally on the straight-line method over the estimated useful lives of the assets. The expected useful lives of certain assets including technological related hardware and software could be subject to change due to technological advances or new standards among computer, or other related equipment. Such equipment generally has a short depreciable life, and therefore changes in the useful lives of such equipment would not have a material impact on the net income of United Security.

        Real estate properties acquired through, or in lieu of, loan foreclosure are to be sold and are initially recorded at the lower of the book value of the loan, or fair value of the property, less estimated costs to sell. The excess, if any, of the loan amount over the fair value is charged to the allowance for credit losses. Subsequent declines in the fair value of other real estate owned, along with related revenue and expenses from operations, are charged to noninterest expense. The valuation of such properties is subject to change as circumstances in United Security's market area, or general economic trends, change.

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        Deferred income taxes are provided for the temporary differences between the financial reporting basis and the tax basis of United Security's assets and liabilities. Deferred taxes are measured using current tax rates applied to such taxable income in the years in which those temporary differences are expected to be recovered. If United Security's future income is not sufficient to apply the deferred tax assets within the tax years to which they may be applied, the deferred tax asset may not be realized and United Security's income will be reduced.

        On December 31, 2003 the California Franchise Tax Board (FTB) announced certain tax transactions related to real estate investment trusts (REITs) and regulated investment companies (RICs) will be disallowed under the provisions of Senate Bill 614 and Assembly Bill 1601, which were signed into law in the 4th quarter of 2003. As a result, United Security reversed $638,000 in related net state tax benefits recorded in the first three quarters of 2003 and took no such benefit in the 4th quarter. The quarterly effects of the reversals amounted to $272,000, $248,000, and $118,000 for the quarters ended September 30, 2003, June 30, 2003, and March 31, 2003, respectively. United Security continues to review the information available from the FTB and its financial advisors and believe that United Security's position has merit. United Security will pursue its tax claims and defend its use of these entities and transactions. At this time, United Security cannot predict what the ultimate outcome will be; however, management believes it is not probable that these benefits will be reversed for the year ended December 31, 2002. If the FTB were to prevail against United Security in its defense of tax benefits taken during 2002, the negative effect to net income would be approximately $624,000.

        For all years presented in the Consolidated Financial Statements, United Security accounted for stock options under the provisions APB No. 25. Accordingly, no compensation expense related to the issuance of stock options is reflected in the income statements. The following table illustrates the pro forma effect on net income and earnings per share if United Security 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":

 
  Years Ended December 31,
 
 
  2003
  2002
  2001
 
 
  (In thousands, except earnings per share)

 
Net income, as reported   $ 7,706   $ 6,833   $ 6,193  
Deduct: Total stock based employee Compensation expense determined under Value based method for all awards, net of Related tax effects     (12 )   (27 )   (53 )
Pro forma net income   $ 7,694   $ 6,806   $ 6,140  
Earnings per share:                    
Basic—as reported   $ 1.41   $ 1.27   $ 1.14  
Basic—pro forma   $ 1.41   $ 1.26   $ 1.13  
Diluted—as reported   $ 1.40   $ 1.25   $ 1.11  
Diluted—pro forma   $ 1.40   $ 1.24   $ 1.10  

        The pro forma amounts are calculated pursuant to SFAS No. 148 on the estimated fair value of the options at the date of the grant, based on assumptions made during the year of the grant. Under SFAS 148, the fair value of stock-based awards to employees is calculated through the use of option pricing models, even though such models were developed to estimate fair value of freely tradable, fully transferable options without vesting restrictions, which significantly differ from United Security's stock option awards. These models also require subjective assumptions, including future stock price volatility and expected time to exercise, which greatly affect the calculated values. United Security's calculations were made using the Black-Scholes option pricing model with the following weighted average

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assumptions for expected life: 60 months following vesting for 2001, 24 months following vesting for 2000, 77 months following vesting for 1997, and 64 months following vesting for 1996 and 1995. Assumptions for stock volatility were 12.41% in 2001 and 2000, 15.88% in 1997, 7.08% in 1996 and 6.59% in 1995. Risk free interest rates used were 5.1% in 2001, 6.0% in 2000, 6.2% in 1997, 6.9% in 1996 and 6.4% in 1995. Expected dividends range from 1.7% to 3.8% during the expected term of the options.

        United Security's primary sources of revenue are interest income from loans and investment securities. Interest income is generally recorded on an accrual basis, unless the collection of such income is not reasonably assured or cannot be reasonably estimated. Pursuant to SFAS No. 91, "Accounting for Nonrefundable Fees and Costs Associated with Originating or Acquiring Loans and Initial Direct Costs of Leases," nonrefundable fees and costs associated with originating or acquiring loans are recognized as a yield adjustment to the related loans by amortizing them into income over the term of the loan using a method which approximates the interest method. Other credit-related fees, such as standby letter of credit fees, loan placement fees and annual credit card fees are recognized as noninterest income during the period the related service is performed.

        For loans placed on nonaccrual status, the accrued and unpaid interest receivable may be reversed at management's discretion based upon management's assessment of collectibility, and interest is thereafter credited to principal to the extent necessary to eliminate doubt as to the collectibility of the net carrying amount of the loan.

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 management may be described as the ability to maintain sufficient cash flows to fulfill both on- and off-balance sheet financial obligations, including loan funding commitments and customer deposit withdrawals, without straining United Security's equity structure. To maintain an adequate liquidity position, United Security 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. United Security's principal cash outflows are for loan origination, purchases of investment securities, depositor withdrawals and payment of operating expenses. Other sources of liquidity not on the balance sheet at December 31, 2003 include unused collateralized and uncollateralized lines of credit from other banks, the Federal Home Loan Bank, and from the Federal Reserve Bank totaling $162.0 million.

        Liquidity risk arises from the possibility United Security may not be able to satisfy current or future financial commitments, or United Security may become unduly reliant on alternative funding sources. United Security maintains a liquidity risk management policy to address and manage this risk. The policy identifies the primary sources of liquidity, establishes procedures for monitoring and measuring liquidity, and establishes minimum liquidity requirements which comply with regulatory guidance The liquidity position is continually monitored and reported on a monthly basis to the Board of Directors.

        The policy also includes a contingency funding plan to address liquidity needs in the event of an institution-specific or a systemic financial market crisis. In addition to lines of credit from other banks totaling $162.0 million, the contingency plan includes steps that may be taken in the event the total liquidity ratio falls or is projected to fall below 15% for any extended period of time. United Security

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Bank ALCO committee shall take steps to correct this condition using one or more of the following methods as needed:

        United Security continues to emphasize liability management as part of its overall asset/liability management strategy. Through the discretionary acquisition of short term borrowings, United Security 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 66.5% of United Security's loan portfolio at December 31, 2003. This does not preclude United Security from selling assets such as investment securities to fund liquidity needs but, with favorable borrowing rates, United Security has maintained a positive yield spread between borrowed liabilities and the assets which those liabilities fund. If, at some time, rate spreads become unfavorable, United Security 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.

        United Security'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 United Security's highest yielding asset. At December 31, 2003, United Security Bank had 66.9% of total assets in the loan portfolio and a loan to

83



deposit ratio of 78.2%. Liquid assets at December 31, 2003 include cash and cash equivalents totaling $48.6 million as compared to $31.5 million at December 31, 2002.

        Liabilities used to fund liquidity sources include core and non-core deposits as well as short-term borrowings. Core deposits, which comprise approximately 70.1% of total deposits at December 31, 2003, provide a significant and stable funding source for United Security. At December 31, 2003, unused lines of credit with the Federal Home Loan Bank and the Federal Reserve Bank totaling $144.4 million are collateralized in part by certain qualifying loans in United Security's loan portfolio. The carrying value of loans pledged on these unused borrowing lines totaled $150.1 million at December 31, 2003. For further discussion of United Security's borrowing lines, see "Short Term Borrowings" included in previously in the financial condition section of this financial review.

        The liquidity of the parent company, United Security, 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 2003 and 2002, total dividends paid by United Security Bank to the parent company totaled $3.3 million and $4.4 million, respectively. As a bank holding company formed under the Bank Holding Act of 1956, United Security is to provide a source of financial strength for its subsidiary bank(s). To help provide financial strength, United Security's trust subsidiary, United Security Bancshares Capital Trust I completed a $15 million offering in Trust Preferred Securities during 2001, the proceeds of which were used to purchase Junior Subordinated Debentures of United Security. Of the $14.5 million in net proceeds received by United Security, $13.7 million in cash was contributed as capital to United Security Bank enhancing the liquidity and capital positions of United Security Bank, and the remainder provided liquidity to the holding company.

Contractual Obligations, Commitments, Contingent Liabilities, and Off-Balance Sheet Arrangements

        The following table presents, as of December 31, 2003, United Security's significant fixed and determinable contractual obligations by payment date. The payment amounts represent those amounts contractually due to the recipient and do not include any unamortized premiums or discounts, or other similar carrying value adjustments. Further discussion of the nature of each obligation is included in the referenced note to the consolidated financial statements.

 
   
  Payments Due In
   
 
  Note
Reference

  One Year
Or Less

  One to
Three
Years

  Three to
Five
Years

  Over
Five
Years

  Total
 
  (In thousands)

Deposits without a stated maturity   6   $ 238,663   $   $   $   $ 238,663
Time Deposits   6     171,929     27,750     1,486     506     201,781
Trust Preferred securities   8                       15,000     15,000
Leveraged ESOP—line of credit   7     235     110                 345
Operating Leases   12     204     341     223     693     1,461

A schedule of significant commitments at December 31, 2003 follows:

 
  (In thousands)

Commitments to extend credit:      
Commercial and industrial   $ 36,769
Real estate—mortgage     173
Real estate—construction     90,236
Agricultural     10,439
Installment     2,158
Revolving home equity and credit card lines     481
Standby letters of credit     2,036

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        Further discussion of these commitments is included in Note 3 to the consolidated financial statements.

Regulatory Matters

        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 allowed 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, United Security 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, United Security contributed $13.7 million of that offering to United Security Bank to enhance its capital position. Under applicable regulatory guidelines, the Trust Preferred Securities qualify as Tier 1 capital up to a maximum of 25% of Tier 1 capital. Any additional portion will qualify as Tier 2 capital. As shareholders' equity increases, the amount of Tier 1 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 to total assets. Tier 1 capital is 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. 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. To be considered well capitalized, the institution must maintain a leverage capital ratio of 5%. All other institutions are required to maintain a minimum leverage capital ratio of at least 100 to 200 basis points above the minimum requirements.

        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. The most highly rated insured institutions are required to maintain a minimum 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. To be considered well capitalized, institutions must maintain a ratio of qualifying total capital to risk weighted assets of 10%, at least one-half (6%) of which must be in the form of Tier 1 capital.

        The following table sets forth United Security's and United Security Bank's actual capital positions at December 31, 2003 and the regulatory minimums for United Security and United Security Bank to be well capitalized under the guidelines discussed above:

 
  United
Security

  United Security
Bank

   
 
 
  Actual
Capital Ratios

  Actual
Capital Ratios

  Regulatory Minimums—
Well Capitalized

 
Total risk-based capital ratio   14.02 % 15.41 % 10.00 %
Tier 1 capital to risk-weighted assets   12.58 % 14.15 % 6.00 %
Leverage ratio   11.14 % 10.92 % 5.00 %

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        Under Federal Reserve guidelines, United Security and United Security Bank are required to maintain a total risk-based capital ratio of 10%, tier 1 capital to risk-weighted assets of 8%, and a leverage ratio of 7%, to be considered well capitalized. As is indicated by the above table, United Security and United Security Bank exceeded all applicable regulatory capital guidelines at December 31, 2003. Management believes that, under the current regulations, both will continue to meet their minimum capital requirements in the foreseeable future.

        Dividends paid to shareholders by United Security 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 will come from cash dividends received by United Security from United Security Bank. During the year ended December 31, 2003, United Security received $3.3 million in cash dividends from United Security Bank, from which United Security declared $3.2 million in dividends to shareholders.

        United Security 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, United Security Bank may not pay cash dividends in an amount which exceeds the lesser of the retained earnings of United Security Bank or United Security 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 United Security Bank's net income for its last fiscal year or the amount of its net income for the current fiscal year. Such restrictions do not apply to stock dividends, which generally require neither the satisfaction of any tests nor the approval of the Commissioner. Notwithstanding the foregoing, if the Commissioner finds that the shareholders' equity is not adequate or that the declarations of a dividend would be unsafe or unsound, the Commissioner may order the state bank not to pay any dividend. The FRB may also limit dividends paid by United Security Bank. This is not the case with United Security Bank. Year-to-date dividends of $3.2 million and $3.3 million paid to shareholders and United Security, respectively, through December 31, 2003 were well within the maximum allowed under those regulatory guidelines, without approval of the Commissioner.

 
  For the Quarters Ended
   
 
  March 31,
  June 30,
  September 30,
  December 31,
  YTD
Shares repurchased — 2003     16,613     7,348     11,000     0     34,961
Average price paid — 2003   $ 17.08   $ 21.59   $ 22.63     N/A   $ 19.77

Shares repurchased — 2002

 

 

22,776

 

 

12,300

 

 

2,000

 

 

27,600

 

 

64,676
Average price paid — 2002   $ 16.74   $ 17.01   $ 17.24   $ 17.51   $ 17.13

Shares repurchased — 2001

 

 

0

 

 

0

 

 

51,534

 

 

64,252

 

 

115,786
Average price paid — 2001     0     0   $ 16.13   $ 16.38   $ 16.27

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

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

        Concurrent with the approval of the new repurchase plan, the Board terminated the 2001 repurchase plan and canceled the remaining 64,577 shares yet to be purchased under the earlier plan.

        United Security Bank is required to maintain average reserve balances with the Federal Reserve Bank. At December 31, 2003 United Security Bank's qualifying balance with the Federal Reserve was approximately $7.1 million, consisting of vault cash and balances.

        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. United Security'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, based on its established operating policies and procedures.

        As part of its overall risk management, United Security pursues various asset and liability management strategies, which may include obtaining derivative financial instruments to mitigate the impact of interest fluctuations on United Security's net interest margin. During the second quarter of 2003, United Security 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, United Security 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 United Security receives from certain variable-rate loans indexed to Prime. In accordance with SFAS No. 133, the swap agreement is measured at fair value and reported as an asset or liability on the consolidated balance sheet. The portion of the change in the fair value of the swap that is deemed effective in hedging the cash flows of the designated assets are recorded in accumulated other comprehensive income and reclassified into interest income when such cash flow occurs in the future. Any ineffectiveness resulting from the hedge is recorded as a gain or loss in the consolidated statement of income as part of noninterest income. The amortizing hedge has a remaining notional value of $23.1 million and a duration of approximately 3.5 years. As of December 31, 2003, the maximum length of time over which United Security is hedging its exposure to the variability of future cash flows is approximately four and one-half years. As of December 31, 2003, the loss amounts

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in accumulated other comprehensive income associated with these cash flows totaled $424,000 or $201,000 net of tax benefit . During the year ended December 31, 2003, $123,000 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, which provides a dynamic view of interest rate sensitivity based on the assumptions of United Security's Management. United Security 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, United Security 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 December 31, 2003, United Security had a cumulative 12-month Gap of -18.3 million or -4.1% of total earning assets. Management believes the Gap analysis shown below is not entirely indicative of United Security'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 $205.1 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 $3.6 million of these floating-rate time deposits at December 31, 2003. The effects of market value risk have been mitigated to some degree by the makeup of United Security Bank's balance sheet. Loans are generally short-term or are floating-rate instruments. At December 31, 2003, $269.2 million or 82.3% of the loan portfolio matures or reprices within one year, and only 0.6% 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 2.3 years. Nearly $340.1 million or 94.2% 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.

        The following table sets forth United Security's gap, or estimated interest rate sensitivity profile based on ending balances as of December 31, 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.

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Maturities and Interest Rate Sensitivity

 
  December 31, 2003
 
  Immediately
  Next Day But
Within Three
Months

  After Three
Months
Within 12
Months

  After One
Year But
Within Five
Years

  After
Five
Years

  Total
 
  (In thousands)

Interest Rate Sensitivity Gap:                                    
Loans (1)   $ 205,082   $ 37,995   $ 26,138   $ 55,931   $ 1,860   $ 327,006
Investment securities           21,724     4,498     46,221     11,292     83,735
Interest bearing deposits in other banks                 198     4,534     2,480     7,212
Federal funds sold and reverse repos     26,110                             26,110
   
 
 
 
 
 
  Total earning assets   $ 231,192   $ 59,719   $ 30,834   $ 106,686   $ 15,632   $ 444,063
   
 
 
 
 
 
Interest-bearing transaction accounts     120,375                             120,375
Savings accounts     23,691                             23,691
Time deposits (2)     4,275     98,735     77,658     21,069     44     201,781
Federal funds purchased/other borrowings     345                             345
Trust Preferred securities                 15,000                 15,000
   
 
 
 
 
 
  Total interest-bearing liabilities   $ 148,686   $ 98,735   $ 92,658   $ 21,069   $ 44   $ 361,192
   
 
 
 
 
 
Interest rate sensitivity gap   $ 82,506   $ (39,016 ) $ (61,824 ) $ 85,617   $ 15,588   $ 82,871
Cumulative gap   $ 82,506   $ 43,490   ($ 18,334 ) $ 67,283   $ 82,871      
Cumulative gap percentage to Total earning assets     18.6 %   9.8 %   (4.1 %)   15.2 %   18.7 %    

(1)
Loan balance does not include nonaccrual loans of $18.656 million.

(2)
See above for discussion of the impact of floating rate CD's.

        United Security 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 United Security'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 United Security will originate new loans. The balance sheet growth assumptions utilized correspond closely to United Security'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 December 31, 2003, the resultant projected impact on net interest income falls within policy limits set by the Board of Directors for all rate scenarios simulated.

        United Security also utilizes the same vendor-purchased simulation model to project the impact of changes in interest rates on the underlying market value of all United Security'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

89



of Equity"). This technique captures the interest rate risk of United Security'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 maturities, 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. United Security's interest rate risk policy establishes maximum decreases in United Security'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 United Security's equity are within policy limits for both rising and falling rate scenarios.

        The following sets forth the analysis of United Security's market value risk inherent in its interest-sensitive financial instruments as they relate to the entire balance sheet at December 31, 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.

 
  December 31, 2003
  December 31, 2002
 
Change
in
Rates

  Estimated
MV
of Equity

  Change in
MV
of Equity $

  Change in
MV
Of Equity %

  Estimated
MV
of Equity

  Change in
MV
of Equity $

  Change in
MV
Of Equity %

 
+ 200 BP   $ 45,919   $ (2,301 ) -4.77 % $ 42,571   $ 1,637   4.00 %
+ 100 BP     47,563     (657 ) -1.36 %   42,175     1,241   3.03 %
0 BP     48,220     0   0.00 %   40,934     0   0.00 %
- 100 BP     48,430     210   0.43 %   39,181     (1,753 ) -4.28 %
- 200 BP     52,694     4,474   9.28 %   42,370     1,436   3.51 %

90


Certain Information Regarding United Security's
Management and Principal Shareholders

        Information on Directors and Executive Officers.    The following table sets forth certain information, as of March 1, 2004, with respect to those persons who are directors and executive officers of United Security and United Security Bank:

Name and Title
  Age
  Year First
Appointed
Director

  Principal Occupation
During the
Past Five Years

Robert G. Bitter,
Pharm. D., Secretary
  65   1986   Clinical Pharmacist at Madera Community Hospital, Owner of Berenda Creek Ranch and Partner in Selma Shopping Center.

Rhodlee A. Braa
Senior Vice President
President/CCO

 

62

 

1995

 

Senior Vice President and Chief Credit Officer of United Security Bank and United Security.

Stanley J. Cavalla
Director

 

52

 

2000

 

Vice President of Suburban Steel, Inc. and Vice President of Tri State Stairway Corp.

Kenneth L. Donahue
Senior Vice President/CFO

 

55

 

1995

 

Senior Vice President and Chief Financial Officer of United Security Bank and United Security.

Tom Ellithorpe
Director

 

61

 

1986

 

Owner of Insurance Buying Service.

David L. Eytcheson
Senior Vice President/COO

 

63

 

1991

 

Senior Vice President and Chief Operating Officer of United Security Bank and United Security.

Todd Henry
Director

 

46

 

2003

 

Certified Public Accountant.

Ronnie D. Miller
Vice Chairman

 

62

 

1986

 

President of Ron Miller Enterprises, Inc., dba Fresno Motor Sales and Fresno Commercial Lenders.

Walter Reinhard
Director

 

74

 

1991

 

Retired. Former President of Reinhard's Cabinet.

John Terzian
Director

 

71

 

1986

 

Retired. Former owner of Tollhouse Enterprises, Inc., dba Peacock Market.

Dennis R. Woods
Chairman, President and
Chief Executive Officer

 

56

 

1986

 

Chairman of the Board, President and Chief Executive Officer of United Security and United Security Bank.

        Management of United Security knows of no person who owns, beneficially or of record, either individually or together with associates, five percent (5%) or more of the outstanding shares of United Security's common stock, except as set forth in the table below. The following table sets forth, as of March 1, 2004, the number and percentage of shares of United Security's outstanding common stock beneficially owned, directly or indirectly, by each of United Security's directors, named executive officers and principal shareholders and by the directors and executive officers of United Security as a group. The shares "beneficially owned" are determined under Securities and Exchange Commission Rules, and do not necessarily indicate ownership for any other purpose. In general, beneficial ownership includes shares over which the director, named executive officer or principal shareholder has

91


sole or shared voting or investment power and shares which such person has the right to acquire within 60 days of March 1, 2004. Unless otherwise indicated, the persons listed below have sole voting and investment powers of the shares beneficially owned. Management is not aware of any arrangements which may, at a subsequent date, result in a change of control of United Security.

Beneficial Owner

  Amount and Nature of
Beneficial Ownership

  Percent
of Class(1)

Directors and Named Executive Officers:        
Robert G. Bitter, Pharm. D.   419,394 (2) 7.6
Rhodlee A. Braa   109,525 (3) 2.0
Stanley J. Cavalla   232,600 (4) 4.2
Kenneth L. Donahue   130,513 (5) 2.4
Tom Ellithorpe   99,024   1.8
David L. Eytcheson   383,805 (6) 7.0
Todd Henry   2,000   *
Ronnie D. Miller   413,970 (7) 7.5
Walter Reinhard   187,003   3.4
John Terzian   90,854 (8) 1.7
Dennis R. Woods   410,447 (9) 7.5
All Directors and Executive Officers as a Group (11 in all)   1,819,525 (10) 32.9

Principal Shareholder

 

 

 

 
Audry "Bobbi" Thomason   366,847 (11) 6.66

*
Less than one percent (1%).

(1)
Includes shares subject to options held by the directors and executive officers that were exercisable within 60 days of March 1, 2004. These are treated as issued and outstanding for the purpose of computing the percentage of each director, named executive officer and the directors and executive officers as a group, but not for the purpose of computing the percentage of class owned by any other person.

(2)
Dr. Bitter has shared voting and investment powers as to 329,805 shares in his capacity as a trustee of United Security Bank's Cash or Deferred 401(k) Stock Ownership Plan and United Security Bank's Employee Stock Ownership Plan. Dr. Bitter's address is c/o United Security Bancshares, 1525 East Shaw Avenue, Fresno, California 93710.

(3)
Mr. Braa has shared voting and investment powers as to 61,800 shares and has 30,000 shares acquirable by exercise of stock options. Mr. Braa also holds 13,285 shares in United Security Bank's Cash or Deferred 401(k) Stock Ownership Plan and United Security Bank's Employee Stock Ownership Plan.

(4)
Mr. Cavalla has 3,000 shares acquirable by exercise of stock options.

(5)
Mr. Donahue has shared voting and investment powers as to 60,096 shares and has 30,000 shares acquirable by exercise of stock options. Mr. Donahue also holds 39,462 shares in United Security Bank's Cash or Deferred 401(k) Stock Ownership Plan and United Security Bank's Employee Stock Ownership Plan.

(6)
Mr. Eytcheson has shared voting and investment powers as to 329,805 shares in his capacity as a trustee of United Security Bank's Cash or Deferred 401(k) Stock Ownership Plan and United Security Bank's Employee Stock Ownership Plan. Mr. Eytcheson also has shared voting and investment powers as to the remaining 54,000 shares. Mr. Eytcheson's address is c/o United Security Bancshares, 1525 East Shaw Avenue, Fresno, California 93710.

92


(7)
Mr. Miller has shared voting and investment powers as to 329,805 shares in his capacity as a trustee of United Security Bank's Cash or Deferred 401(k) Stock Ownership Plan and United Security Bank's Employee Stock Ownership Plan. Mr. Miller also has shared voting and investment powers as to an additional 75,169 shares. Mr. Miller's address is c/o United Security Bancshares, 1525 East Shaw Avenue, Fresno, California 93710.

(8)
Mr. Terzian has shared voting and investment powers as to 47,020 shares.

(9)
Mr. Woods' address is c/o United Security Bancshares, 1525 East Shaw Avenue, Fresno, California 93710. Mr. Woods also holds 27,123 shares in United Security Bank's Cash or Deferred 401(k) Stock Ownership Plan and United Security Bank's Employee Stock Ownership Plan.

(10)
Total includes 63,000 shares acquirable by exercise of stock options.

(11)
Ms. Thomason has shared voting and investment powers as to 10,220 shares. Ms. Thomason's address is c/o United Security Bancshares, 1525 East Shaw Avenue, Fresno, California 93710.

Section 16(a) Beneficial Ownership Compliance

        Section 16(a) of the Securities Exchange Act of 1934 requires United Security's directors and certain executive officers and persons who own more than ten percent of a registered class of United Security's equity securities (collectively, the "Reporting Persons"), to file reports of ownership and changes in ownership with the Securities and Exchange Commission. The Reporting Persons are required by Securities and Exchange Commission regulation to furnish United Security with copies of all Section 16(a) forms they file.

        Based solely on its review of the copies of such forms received by it, or written representations from the Reporting Persons that no Forms 5 were required for those persons, United Security believes that, during 2003 the Reporting Persons complied with all filing requirements applicable to them.

        United Security's Board of Directors and Committees.    United Security's board of directors met twelve (12) times in 2003. None of United Security's directors attended less than 75 percent of all board of directors' meetings and committee meetings of which they were a member.

        United Security has an audit committee which meets as needed to review examinations of the Federal Reserve Board, the Department of Financial Institutions and Moss Adams LLP, United Security's auditor. The audit committee consists of Mr. Ellithorpe (chairman), Mr. Reinhard and Ms. Thomason. The audit committee met eight (8) times during 2003. The audit committee functions are to review all internal and external audits, report any significant findings to the board of directors, and ensure that the internal audit plans are met, programs are carried out, and weaknesses are promptly responded to. The audit committee meets annually to discuss and review the overall audit plan.

        United Security has a personnel committee which met two (2) times in 2003. The personnel committee consists of Mr. Ellithorpe (chairman) and Messrs. Cavalla, Miller and Woods. The purpose of the personnel committee is to set policies, review salary recommendations, grant stock options and approve other personnel matters which are in excess of management's authority.

        United Security also has a board evaluation/nominating committee which did not meet in 2003. The board evaluation/nominating committee consists of Mr. Ellithorpe (chairman) and Messrs. Cavalla, Miller and Woods. The purpose of the board evaluation/nominating committee is to evaluate the directors for various performance rating factors to determine each director's monthly director's fees and to make recommendations to the board of directors regarding nominees for election of directors.

93



Compensation of Directors and Executive Officers

        During 2003, directors of United Security and United Security Bank were compensated for monthly board meetings based on a performance rating structure ranging from a minimum of $800 per meeting up to $1,300 per meeting. In addition, the vice chairman received an additional $200 per meeting and the secretary received an additional $250 per meeting. Also, directors, other than Mr. Woods, were paid $200 for their attendance at committee meetings, other than loan committee meetings, and were paid $300 for their attendance at loan committee meetings, if such committee meeting was held on a day other than the regular board of directors' meeting. During 2004, the directors of United Security Bank will continue to be compensated.

        In September, 2000, Mr. Cavalla, a director of United Security, received a stock option under the United Security Bank 1995 Stock Option Plan to acquire 5,000 shares of common stock. The exercise price for these shares is $17.00 per share. This option is for a term of ten years expiring in September, 2010.

        During 1995, United Security Bank also established a Directors Emeritus Plan, which was amended in May, 2000. Those directors who (i) retire as directors of United Security Bank or (ii) retired as directors of Golden Oak Bank and who signed a shareholder's agreement, are eligible to participate in the Directors Emeritus Plan. Each Director Emeritus will be a lifetime position or until a Director Emeritus shall sell a majority of his or her ownership in United Security Bank. Directors Emeritus receive a monthly fee of $400, and receive preferential deposit and customer service with free checking as long as they serve as a Director Emeritus. Director Emeritus benefits terminate upon (i) the ultimate sale of United Security Bank, (ii) the sale of a majority of the Director Emeritus' shares of United Security Bank's common stock, or (iii) the finding by United Security Bank's board of directors that the Director Emeritus is engaging in activities or making statements which are detrimental to United Security Bank or United Security Bank's public image.

        The persons serving as the executive officers of United Security received during 2003, and continued to receive in 2004, cash compensation in their capacities as executive officers of United Security Bank.

94


        The following Summary Compensation Table indicates the compensation of United Security's executive officers.


Summary Compensation Table

 
   
   
   
   
  Long Term Compensation
   
Annual Compensation
   
  Awards
  Payouts
   
(a)

   
   
   
   
   
  (b)
  (c)
  (d)
  (e)
  (f)
  (g)
  (h)
  (i)
Name and Principal Position
  Year
  Salary
($)

  Bonus
($)

  Other
Annual
Compensation
($)

  Restricted
Stock
Award(s)
($)

  Options/
SARs

  LTIP
Payouts
($)

  All Other
Compensation
($)(3)

Dennis R. Woods
President and Chief Executive Officer
  2003
2002
2001
  $
$
$
254,300
254,300
254,300
(1)
(1)
(1)
$
$
$
303,032
257,609
260,264
  0
0
0
  0
0
0
  0
0
0
  0
0
0
  $
$
$
38,854
40,400
36,845

Kenneth L. Donahue
Senior Vice President and Chief Financial Officer

 

2003
2002
2001

 

$
$
$

112,000
112,000
112,000

 

$
$
$

74,216
62,544
54,410

 

0
0
0

 

0
0
0

 

0
0
0

 

0
0
0

 

$
$
$

31,302
24,534
23,961

David L. Eytcheson
Senior Vice President and Chief Operating Officer

 

2003
2002
2001

 

$
$
$

112,000
112,000
112,000

 

$
$
$

74,216
62,544
54,410

 

0
0
0

 

0
0
0

 

0
0
0

 

0
0
0

 

$
$
$

31,302
22,112
23,966

Rhodlee A. Braa
Senior Vice President and Chief Credit Officer

 

2003
2002
2001

 

$
$
$

112,000
112,000
112,000

 

$
$
$

74,216
62,544
54,410

 

0
0
0

 

0
0
0

 

0
0
0

 

0
0
0

 

$
$
$

31,302
24,280
21,659

(1)
Includes $15,300 in directors fees.

(2)
This amount represents United Security Bank's contribution under United Security Bank's Cash or Deferred 401(k) Plan, United Security Bank's Employee Stock Ownership Plan and the cost of premiums for excess disability, medical and life insurance.


Option/SAR Exercises and Year-End Value Table
Aggregated Option/SAR Exercises in Last Fiscal Year and Year-End Option/SAR Value

(a)
  (b)
  (c)
  (d)
  (e)
Name
  Shares Acquired on
Exercise (#)

  Value Realized
($)

  Number of
Unexercised
Options/SARs at
Year-End (#)
Exercisable/
Unexercisable

  Value of
Unexercised In-
the-Money
Options/SARs at
Year-End ($)
Exercisable/
Unexercisable

Dennis R. Woods   82,500   $ 777,259   Options Only
0/0
  Options Only
$0/$0
Kenneth L. Donahue   0     N/A   Options Only
30,000/0
  Options Only
$474,300/$0
David L. Eytcheson   0     N/A   Options Only
0/0
  Options Only
$0/$0
Rhodlee A. Braa   600   $ 6,716   Options Only
30,000/0
  Options Only
$474,300/$0

        Mr. Woods has a salary continuation agreement with United Security Bank which provides that United Security Bank will pay him $100,000 per year for 15 years following his retirement from United Security Bank at age 61 ("Retirement Age"). In the event of disability while Mr. Woods is actively

95



employed prior to Retirement Age, he will have the option to take a benefit amount based on the vesting schedule below for 15 years beginning at the earlier of the time when he reaches age 61 or the date on which he is no longer entitled to disability benefits under his principal disability insurance policy. In the event Mr. Woods dies while actively employed by United Security Bank prior to Retirement Age, his beneficiary will receive from United Security Bank $100,000 per year for 15 years beginning one month after his death. In the event of termination without cause, early retirement, or voluntary termination, Mr. Woods shall receive a benefit amount based on the vesting schedule below for 15 years beginning with the month following the month in which Mr. Woods terminates employment and attains age 61. The vesting schedule is 25% for the first year of service beginning July 3, 1996, 15% for the second year of service, 10% for the third year of service, 6% per year of service for the following eight years of service and 2% for the twelfth year of service. In the event Mr. Woods is terminated for cause he will forfeit any benefits from the salary continuation agreement.

        In addition, Mr. Woods also has an agreement with United Security Bank for severance compensation in the event there is a change in control of United Security Bank. The agreement is for a term of five years beginning February 26, 2002. Under the terms of the agreement, in the event there is an acquisition, as defined in the agreement, of United Security Bank, then the resulting corporation shall pay Mr. Woods a lump sum amount in cash equal to the sum of (i) the last three (3) years of his total compensation, inclusive of his base annual salary and bonus and (ii) the amount necessary to cover any "golden parachute taxes" that may be assessed by Section 280G of the Internal Revenue Code. Mr. Woods would have been paid $1,573,335.36, assuming the agreement had been triggered on January 30, 2004.

        Mr. Donahue has a salary continuation agreement with United Security Bank which provides that United Security Bank will pay him $50,000 per year for 15 years following his retirement from United Security Bank at age 59 ("Retirement Age"). In the event of disability while Mr. Donahue is actively employed prior to Retirement Age, he will have the option to take a benefit amount based on the vesting schedule below for 15 years beginning at the earlier of the time when he reaches age 59 or the date on which he is no longer entitled to disability benefits under his principal disability insurance policy. In the event Mr. Donahue dies while actively employed by United Security Bank prior to Retirement Age, his beneficiary will receive from United Security Bank $50,000 per year for 15 years beginning one month after his death. In the event of termination without cause, early retirement, or voluntary termination, Mr. Donahue shall receive a benefit amount based on the vesting schedule below for 15 years beginning with the month following the month in which Mr. Donahue terminates employment and attains age 59. The vesting schedule is 8.33% for each year of service beginning January 1, 1997. In the event Mr. Donahue is terminated for cause he will forfeit any benefits from the salary continuation agreement.

        In addition, Mr. Donahue also has an agreement with United Security Bank for severance compensation in the event there is a change in control of United Security Bank. The agreement is for a term of five years beginning February 26, 2002. Under the terms of the agreement, in the event there is an acquisition, as defined in the agreement, of United Security Bank, then the resulting corporation shall pay Mr. Donahue a lump sum amount in cash equal to his last year's total compensation, inclusive of his base annual salary and bonus reduced by such amount, if any so that all benefits that are accelerated as a result of the acquisition will not be subject to any "golden parachute taxes" that may be assessed by Section 280G of the Internal Revenue Code. Mr. Donahue would have been paid $186,216, assuming the agreement had been triggered on January 30, 2004.

        Mr. Eytcheson has a salary continuation agreement with United Security Bank which provides that United Security Bank will pay him $50,000 per year for 15 years following his retirement from United Security Bank at age 68 ("Retirement Age"). In the event of disability while Mr. Eytcheson is actively employed prior to Retirement Age, he will have the option to take a benefit amount based on the vesting schedule below for 15 years beginning at the earlier of the time when he reaches age 68 or the

96



date on which he is no longer entitled to disability benefits under his principal disability insurance policy. In the event Mr. Eytcheson dies while actively employed by United Security Bank prior to Retirement Age, his beneficiary will receive from United Security Bank $50,000 per year for 15 years beginning one month after his death. In the event of termination without cause, early retirement, or voluntary termination, Mr. Eytcheson shall receive a benefit amount based on the vesting schedule below for 15 years beginning with the month following the month in which Mr. Eytcheson terminates employment and attains age 68. The vesting schedule is 8.33% for each year of service beginning January 1, 1997. In the event Mr. Eytcheson is terminated for cause he will forfeit any benefits from the salary continuation agreement.

        In addition, Mr. Eytcheson also has an agreement with United Security Bank for severance compensation in the event there is a change in control of United Security Bank. The agreement is for a term of five years beginning February 26, 2002. Under the terms of the agreement, in the event there is an acquisition (as defined in the agreement) of United Security Bank, then the resulting corporation shall pay Mr. Eytcheson a lump sum amount in cash equal to his last year's total compensation, inclusive of his base annual salary and bonus reduced by such amount, if any so that all benefits that are accelerated as a result of the acquisition will not be subject to any "golden parachute taxes" that may be assessed by Section 280G of the Internal Revenue Code. Mr. Eytcheson would have been paid $186,216, assuming the agreement had been triggered on January 30, 2004.

        Mr. Braa has a salary continuation agreement with United Security Bank which provides that United Security Bank will pay him $50,000 per year for 15 years following his retirement from United Security Bank at age 66 ("Retirement Age"). In the event of disability while Mr. Braa is actively employed prior to Retirement Age, he will have the option to take a benefit amount based on the vesting schedule below for 15 years beginning at the earlier of the time when he reaches age 66 or the date on which he is no longer entitled to disability benefits under his principal disability insurance policy. In the event Mr. Braa dies while actively employed by United Security Bank prior to Retirement Age, his beneficiary will receive from United Security Bank $50,000 per year for 15 years beginning one month after his death. In the event of termination without cause, early retirement, or voluntary termination, Mr. Braa shall receive a benefit amount based on the vesting schedule below for 15 years beginning with the month following the month in which Mr. Braa terminates employment and attains age 66. The vesting schedule is 8.33% for each year of service beginning January 1, 1997. In the event Mr. Braa is terminated for cause he will forfeit any benefits from the salary continuation agreement.

        In addition, Mr. Braa also has an agreement with United Security Bank for severance compensation in the event there is a change in control of United Security Bank. The agreement is for a term of five years beginning February 26, 2002. Under the terms of the agreement, in the event there is an acquisition, as defined in the agreement, of United Security Bank, then the resulting corporation shall pay Mr. Braa a lump sum amount in cash equal to his last year's total compensation, inclusive of his base annual salary and bonus reduced by such amount, if any so that all benefits that are accelerated as a result of the acquisition will not be subject to any "golden parachute taxes" that may be assessed by Section 280G of the Internal Revenue Code. Mr. Braa would have been paid $186,216, assuming the agreement had been triggered on January 30, 2004.

        Some of the directors and executive officers of United Security and their immediate families, as well as the companies with which they are associated, are customers of, or have had banking transactions with, United Security in the ordinary course of United Security's business, and United Security expects to have banking transactions with such persons in the future. In management's opinion, all loans and commitments to lend in such transactions were made in compliance with applicable laws and on substantially the same terms, including interest rates and collateral, as those prevailing for comparable transactions with other persons of similar creditworthiness and in the opinion of

97


management did not involve more than a normal risk of collectibility or present other unfavorable features.

Description of Capital Stock

        The authorized capital stock of United Security consists of 10,000,000 shares of common stock, no par value, of which 5,512,538 shares were outstanding as of March 1, 2004. In addition, 213,000 shares of United Security's common stock were reserved for issuance under United Security's stock option plans.

        Each share of United Security's common stock has the same rights, privileges and preferences as every other share and would share equally in United Security's net assets upon liquidation or dissolution. The shares of the common stock have no preemptive or other subscription rights, and there are no conversion rights or redemption or sinking fund provisions. Each share is entitled to one vote. In connection with the election of directors, shares may not be voted cumulatively. All of the outstanding shares of United Security's common stock are fully paid and nonassessable and each participates equally in dividends, which are payable when and as declared by United Security's Board of Directors out of funds legally available for the payment of dividends.

Available Information

        United Security is subject to the informational requirements of the Securities Exchange Act of 1934, as amended, referred to as the Exchange Act. In accordance with the Exchange Act, United Security files reports, proxy statements and other information with the Securities and Exchange Commission, or SEC. You may inspect these reports, proxy statements and other information United Security has filed with the SEC at the SEC's Public Reference Room located at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. You may also retrieve these materials at the SEC's Internet website at http://www.sec.gov.

        United Security has filed a registration statement on Form S-4, including exhibits, with the SEC under the Securities Act of 1933, as amended, referred to as the Securities Act, covering the shares of United Security common stock issuable in the merger. This proxy statement-prospectus does not contain all the information contained in the registration statement. Any additional information may be obtained from the SEC's principal office in Washington, D.C. or through the SEC's Internet website. Statements contained in this proxy statement-prospectus as to the contents of any contract or other document referred to in this proxy statement-prospectus are not necessarily complete, and in each instance reference is made to the copy of that contract or other document filed as an exhibit to the registration statement, each such statement being qualified in all respects by such reference.

98




Information About Taft National

General

        For purposes of this section captioned "Information About Taft National," references to "we" or "our" refer only to Taft National, and not to United Security or to United Security Bank.

        Taft National is a national bank chartered by the Office of the Comptroller of the Currency and operating in the state of California. We commenced operations on January 3, 1983.

        We are headquartered at 523 Cascade Place, Taft, California 93268, where we occupy an 11,000 square foot building in the city of Taft with an additional office at 3404 Coffee Road, Bakersfield, California.

        As a national bank in the state of California, we are subject to primary supervision, examination and regulation by the OCC. We are a member of the Federal Reserve system. We are also subject to certain other federal and state laws and regulations. Our deposits are insured by the FDIC up to the applicable limits thereof. On December 31, 2003, we had approximately $50.4 million in total assets, $26.6 million in total net loans, $45.8 million in total deposits and $3.6 million in total shareholders' equity.

        Our main office is located at 523 Cascade Place, Taft, California 93268, and our telephone number is (661) 763-5151.

Banking Services

        We engage in substantially all of the business operations customarily conducted by a California independent community bank. Our primary market area is Kern County. Our banking services include the acceptance of checking and savings deposits and the making of commercial, Small Business Administration, real estate, consumer, and other installment loans. We also offer traveler's checks, as well as notary service, and other customary banking services.

        Our deposits consist primarily of individual and small and medium-sized business-related accounts. We also attract deposits from several local governmental agencies. In connection with municipal deposits, we must generally pledge securities to obtain such deposits, except for the first $100,000 of such deposits, which are insured by the FDIC.

        The areas in which we have directed virtually all of our lending activities are (1) commercial loans, (2) real estate loans, (3) consumer loans, and (4) construction (residential and commercial) loans. As of December 31, 2003, these four categories accounted for approximately 42.4%, 37.8%, 13.8% and 6.0%, respectively, of our loan portfolio. A significant portion of our lending is real estate related, including mortgage lending and interim construction loans, as well as taking real estate as collateral for loans for other purposes.

        We have not engaged in any material research activities relating to the development of new services or the improvement of our existing services. We have no present plans regarding "a new line of business" requiring the investment of a material amount of total assets.

        Most of our business originates from Kern County, and there is no emphasis on foreign sources and application of funds. Our business, based upon performance to date, does not appear to be seasonal. We are not dependent upon a single customer or group of related customers for a material portion of our deposits. We are unaware of any material effect upon our capital expenditures, earnings or competitive position as a result of federal, state or local environmental regulation.

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Employees

        As of December 31, 2003, Taft National had a total of 24 full-time equivalent employees. Taft National's management believes that its employee relations are satisfactory.

Competition

        The banking and financial services business in California generally, and in Taft National's service area specifically, is highly competitive. The increasingly competitive environment is a result primarily of changes in regulation, changes in technology and product delivery systems, and the accelerating pace of consolidation among financial services providers.

        Taft National's business is concentrated in its service area, which encompasses primarily Kern County. In order to compete with other financial institutions in its service area, Taft National relies principally upon local advertising programs; direct personal contact by officers, directors, employees, and shareholders; and specialized services such as courier pick-up and delivery of non-cash banking items. Taft National emphasizes to its customers the advantages of dealing with a locally owned and community oriented institution. Taft National also seeks to provide special services and programs for individuals in its primary service area who are employed in the agricultural, professional and business fields, such as loans for equipment, furniture, tools of the trade or expansion of practices or businesses. Larger banks may have a competitive advantage because of higher lending limits and major advertising and marketing campaigns. They also perform services, such as trust services, international banking, discount brokerage and insurance services, that Taft National is not authorized or prepared to offer currently. Taft National has made arrangements with its correspondent banks and with others to provide such services for its customers.

        Commercial banks compete with savings and loan associations, credit unions, other financial institutions, securities brokerage firms, and other entities for funds. For instance, yields on corporate and government debt securities and other commercial paper affect the ability of commercial banks to attract and hold deposits. Commercial banks also compete for loans with savings and loan associations, credit unions, consumer finance companies, mortgage companies and other lending institutions.

Effect of Government Policies and Recent Legislation

        Banking is a business that depends on rate differentials. In general, the difference between the interest rate paid by Taft National on its deposits and its other borrowings and the interest rate received by Taft National on loans extended to its customers and securities held in Taft National's portfolio comprise the major portion of Taft National's earnings. These rates are highly sensitive to many factors that are beyond the control of Taft National. Accordingly, the earnings and growth of Taft National are subject to the influence of domestic and foreign economic conditions, including inflation, recession and unemployment.

        The commercial banking business is not only affected by general economic conditions but is also influenced by the monetary and fiscal policies of the federal government and the policies of regulatory agencies, particularly the Federal Reserve Board. The Federal Reserve Board implements national monetary policies, with objectives such as curbing inflation and combating recession, by its open-market operations in United States Government securities, by adjusting the required level of reserves for financial institutions subject to its reserve requirements and by varying the discount rates applicable to borrowings by depository institutions. The actions of the Federal Reserve Board in these areas influence the growth of bank loans, investments and deposits and also affect interest rates charged on loans and paid on deposits. The nature and impact on Taft National of any future changes in monetary policies cannot be predicted.

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        From time to time, legislation is enacted which has the effect of increasing the cost of doing business, limiting or expanding permissible activities or affecting the competitive balance between banks and other financial institutions. Proposals to change the laws and regulations governing the operations and taxation of banks, bank holding companies and other financial institutions are frequently made in Congress, in the California legislature and before various bank regulatory and other professional agencies. See "Supervision and Regulation."

Supervision and Regulation

        Taft National is extensively regulated under both federal and state law. Taft National as a national banking association, is regulated by the Office of the Comptroller of the Currency or OCC. Set forth below is a summary description of certain laws that relate to the regulation of Taft National. The description does not purport to be complete and is qualified in its entirety by reference to the applicable laws and regulations.

        On March 21, 2001, Taft National entered into a formal written agreement with the Office of the Comptroller of the Currency. The agreement generally prohibits certain operations or practices deemed objectionable by the OCC and required Taft National to take several affirmative actions. The primary requirements of the agreement are as follows:

        Taft National has taken a number of steps to comply with the regulatory agreement, including hiring qualified executive officers, developing and implementing a plan to reduce criticized assets and improve the quality of the loan portfolio, developing and implementing a plan to maintain adequate liquidity, developing a strategic business plan covering a three year period, and infusing capital to maintain capital ratios for well-capitalized status. As far as Taft National is aware, the only matter in which it is not in compliance with the regulatory agreement is with respect to the implementation of a written program to reduce criticized assets which shall include the hiring of an additional experienced lending officer. Specifically Taft National has been unable to hire an additional experienced lending officer despite earnest efforts. Taft National believes the public announcement of the merger with United Security has prevented Taft National from finding and hiring qualified personnel to fill the position. In addition to efforts to hire an additional senior lending officer, Taft National continues to strive to reduce the criticized assets in its loan portfolio.

        Noncompliance with the regulatory agreement can result in further regulatory sanctions which could adversely affect the value of Taft National's stock. These sanctions may include additional asset restrictions, restrictions on operations and growth, mandatory asset disposition, termination of deposit

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insurance, fines and sanctions against officers and directors, and possible action by the OCC to take possession of Taft National.

        Taft National believes that upon the closing of the merger the regulatory agreement will terminate because United Security Bank is not regulated by the Office of the Comptroller of the Currency. Further, the addition of the small relative size of Taft National's portfolio of criticized assets, would not make a material difference in the portfolio of criticized assets of United Security Bank. Additionally, improvements in Taft National's portfolio make this impact even less significant.

        Except as noted above, the management of Taft National believes it is in substantial compliance with the requirements of the agreement, although it acknowledges that the OCC believes that Taft National has not complied with some of the requirements. Taft National is working to correct these matters, the correction of which will be determined by the OCC.

        The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of certain assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of certain revenues and expenses during the reporting period. Actual results could differ from those estimates.

        Taft National conducts its banking operations from the following offices: 523 Cascade Place, Taft, California; and 3404 Coffee Road, Bakersfield, California.

        As of December 31, 2003, Taft National leased its Taft premises under a long-term, non-cancellable lease. The Bakersfield facility is owned by Taft National.

        Taft National believes that all of its properties are well maintained and are suitable for their respective present needs and operations.

        Taft National is, from time to time, subject to various pending and threatened legal actions which arise out of the normal course of its business. Taft National is not a party to any pending legal or administrative proceedings, other than ordinary routine litigation incidental to Taft National's business, and no such proceedings are known to be contemplated.

        There are no material proceedings adverse to Taft National to which any director, officer, affiliate of Taft National or 5% shareholder of Taft National, or any associate of any such director, officer, affiliate or 5% shareholder of Taft National is a party, and none of the above persons has a material interest adverse to Taft National.

        No matters were submitted to a vote of security holders during 2003 other than the regular election of the Board of Directors at the annual meeting held May 21, 2003.

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Selected Financial Data

        The following selected financial data with respect to Taft National's balance sheets for the years ended December 31, 2003 and 2002 and its statements of operations for the years ended December 31, 2003 and 2002 have been derived from the audited financial statements included in this Proxy Statement. This information should be read in conjunction with such financial statements and the notes thereto. The summary financial data with respect to Taft National's balance sheets as of December 31, 2001, 2000 and 1999 and its statements of operations for the years then ended have been derived from the audited financial statements of Taft National, which are not presented in this proxy statement-prospectus.

 
  At or for the Year Ended December 31,
 
 
  2003
  2002
  2001
  2000
  1999
 
Summary of Operations:                                
  Interest Income   $ 2,466   $ 2,835   $ 4,078   $ 4,367   $ 3,820  
  Interest Expense     207     378     1,085     1,140     1,304  
   
 
 
 
 
 
  Net Interest Income     2,259     2,457     2,993     3,497     2,516  
  Provision for Loan Losses     331     155     878     1,515     92  
   
 
 
 
 
 
  Net Interest Income After Provision for Loan Losses     1,928     2,302     2,115     1,982     2,424  
  Noninterest Income     1,000     883     668     549     432  
  Noninterest Expense     2,831     3,332     3,080     2,871     2,591  
   
 
 
 
 
 
  Income Before Income Taxes     97     (147)     (297)     (340)     265  
  Income Taxes (Benefit)     (100)             (144)     97  
   
 
 
 
 
 
  Net Income   $ 197   $ (147)   $ (297)   $ (196)   $ 168  
   
 
 
 
 
 
  Cash Dividends                      
Per Share Data:                                
  Net Income—Basis   $ 0.74   $ (0.55)   $ (1.11)   $ (0.73)   $ 0.63  
  Net Income—Diluted   $ 0.74   $ (0.55)   $ (1.11)   $ (0.73)   $ 0.63  
  Book Value   $ 13.29   $ 12.87   $ 13.32   $ 14.43   $ 15.16  
Balance Sheet Summary:                                
  Total Assets   $ 50,393   $ 52,926   $ 53,038   $ 56,119   $ 48,695  
  Total Deposits     45,774     48,379     48,367     51,702     44,192  
  Investments     12,847     5,344     5,704     5,550     6,483  
  Loans, net of Deferred Fees     27,449     31,140     31,842     39,744     32,893  
  Allowance for Loan Losses     911     1,252     1,552     1,204     384  
  Total Shareholders' Equity     3,556     3,442     3,562     3,859     4,055  
Selected Ratios:                                
  Return on Average Assets     0.37 %   (0.28) %   (0.53) %   (0.36) %   0.32 %
  Return on Average Equity     5.67 %   (4.19) %   (7.84) %   (4.50) %   4.20 %
  Net Interest Margin     4.96 %   5.85 %   6.34 %   7.64 %   6.12 %
  Non-performing Loans to Total Loans     2.71 %   2.52 %   0.22 %   1.54 %   0.05 %
  Non-performing Assets to Total Assets     1.47 %   1.54 %   0.60 %   1.70 %   0.36 %
  ALLL to Non-performing Loans     122.61 %   159.29 %   2,217.14 %   196.41 %   2,133.33 %
  Shareholder's Equity to Assets     7.06 %   6.50 %   6.72 %   6.88 %   8.33 %

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

        The following sections set forth a discussion of the significant operating changes, business trends, financial condition, earnings, capital position, and liquidity that have occurred in the year ended December 31, 2003, together with an assessment, when considered appropriate, of external factors that may affect Taft National in the future. This discussion should be read in conjunction with the financial statements and notes included in this proxy statement-prospectus.

        Net income for the year ended December 31, 2003 was $197,000, or $0.74 per share compared to a loss of $(147,000), or $(0.55) per share for 2002. This increase in earnings of $344,000 was due to the combination of several factors. On the positive side, Taft National generated an additional $116,000 in noninterest income, was able to decrease noninterest expenses by $501,000 and recorded a income tax benefit of $100,000. These benefits were partially offset by a reduction of $198,000 in net interest income and a $176,000 increase in the provision for loan losses.

        For the year ended December 31, 2002, Taft National reported a net loss of $(147,000), or $(0.55) per share as compared to a loss of $(297,000), or $(1.11) per share in 2001. This increase in earnings of $150,000 was due to the combination of several factors. On the positive side, Taft National generated an additional $215,000 in noninterest income and reduced its provision for loan losses by $723,000. These benefits were partially offset by a reduction of $536,000 in net interest income and a $252,000 increase in noninterest expenses.

        Taft National's primary focus recently has been to improve asset quality and operational controls and efficiencies. Therefore, Taft National has experienced nominal growth and change in its balance sheet. As of December 31, 2003, total assets were $50.4 million; a $2.5 million or approximately 5% decrease from total assets of $52.9 million at December 31, 2002. Deposits also declined from $48.4 million at December 31, 2002 to $45.8 million at December 31, 2003. Loan experienced the greatest change as Taft National focused on collecting problem loans and minimized new loan growth. Total loans declined $3.7 million from $31.1 million at December 31, 2002 to $27.4 million at December 31, 2003. Shareholders' equity increased slightly from 2003 earning of $197,000 from $3.4 million at December 31, 2002 to $3.6 million at December 31, 2003.

        The following table sets forth several key operating ratios:

 
  Year Ended December 31,
 
 
  2003
  2002
 
Return on Average Assets   0.37 % (0.28 )%
Return on Average Equity   5.6 % (4.29 )%
Average Shareholder's Equity to Average Total Assets   6.57 % 6.78 %

        The following tables present, for the periods indicated, the distribution of average assets, liabilities and shareholders' equity, as well as the total dollar amounts of interest income from average interest-earning assets and the resultant yields, and the dollar amounts of interest expense and average interest-bearing liabilities, expressed both in dollars and in rates. Nonaccrual loans are included in the

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calculation of the average balances of loans, and interest not accrued is excluded (dollar amounts in thousands).

 
  For the Year Ended December 31,
 
 
  2003
  2002
 
 
  Average
Balance

  Interest
Earned
or Paid

  Average
Yield or
Rate Paid

  Average
Balance

  Interest
Earned
or Paid

  Average
Yield or
Rate Paid

 
Assets                                  
Interest-Earning Assets:                                  
  Investment Securities   $ 11,318   $ 219   1.93 % $ 5,525   $ 254   4.60 %
  Certificates of Deposits     1,210     36   2.98 %   42     3   7.14 %
  Federal Funds Sold     4,152     46   1.11 %   6,056     97   1.60 %
  Loans     28,879     2,165   7.50 %   30,386     2,481   8.16 %
   
 
     
 
     
Total Interest-Earning Assets     45,559     2,466   5.41 %   42,009     2,835   6.75 %

Cash and Due from Bank

 

 

6,154

 

 

 

 

 

 

 

9,511

 

 

 

 

 

 
Premises and Equipment     1,450               1,605            
Other Real Estate Owned     5               140            
Accrued Interest and Other Assets     1,649               1,564            
Allowance for Loan Losses     (1,036 )             (1,457 )          
   
           
           
Total Assets   $ 53,781             $ 53,372            
   
           
           

Liabilities and Shareholders' Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
Interest-Bearing Liabilities:                                  
  Money Market, Savings and NOW   $ 20,997     26   0.12 % $ 20,366     35   0.17 %
  Time Deposits under $100,000     3,285     56   1.70 %   4,815     132   2.74 %
  Time Deposits of $100,000 or More     5,111     100   1.96 %   6,583     182   2.76 %
  Other Borrowings     500     25   5.00 %   500     29   5.80 %
   
 
     
 
     
Total Interest-Bearing Liabilities     29,893     207   0.69 %   32,264     378   1.17 %
         
           
     

Noninterest-Bearing Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
    Demand Deposits     19,868               17,086            
    Other Liabilities     547               515            
    Shareholders' Equity     3,473               3,507            
   
           
           
  Total Liabilities and Shareholders' Equity   $ 53,781             $ 53,372            
   
           
           
  Net Interest Income         $ 2,259             $ 2,457      
         
           
     
Net Yield on Interest-Earning Assets (Net Interest Margin)               4.60 %             5.85 %

Earnings Analysis

        A significant component of earnings is net interest income. Net interest income is the difference between the interest earned on loans and investments and the interest paid on deposits and other interest-bearing liabilities.

        Our net interest income is affected by changes in the amount and mix of our interest-earning assets and interest-bearing liabilities, referred to as a "volume change". It is also affected by changes in the yields earned on interest-earning assets and rates paid on interest-bearing deposits and other borrowed funds, referred to as a "rate change".

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        The following table sets forth 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 years indicated. Changes not solely attributable to rate or volume have been allocated to volume and rate changes in proportion to the relationship of the absolute dollar amounts of the changes in each (dollar amounts in thousands).

 
  Year ended December 31, 2003
versus
Year Ended December 31, 2002

  Year ended December 31, 2002
versus
Year Ended December 31, 2001

 
 
  Increase (Decrease)
Due To Change In

  Increase (Decrease)
Due To Change In

 
 
  Volume
  Rate
  Total
  Volume
  Rate
  Total
 
Interest-Earning Assets:                                      
  Investment Securities   $ 167   $ (202 ) $ (35 ) $ (4 ) $ (40 ) $ (44 )
  Certificate of Deposits     34     (1 )   33     3         3  
  Federal Funds Sold     (25 )   (26 )   (51 )   1     (120 )   (119 )
  Loans     (119 )   (197 )   (316 )   (485 )   (598 )   (1,083 )
   
 
 
 
 
 
 
  Total Interest Income     57     (426 )   (369 )   (485 )   (758 )   (1,243 )
Interest-Bearing Liabilities:                                      
  Money Market, Savings and NOW     1     (10 )   (9 )   (1 )   (225 )   (226 )
  Time Deposits under $100,000     (35 )   (41 )   (76 )   (73 )   (125 )   (198 )
  Time Deposits of $100,000 or More     (116 )   34     (82 )   (116 )   (195 )   (311 )
  Other Borrowings         (4 )   (4 )   29     (1 )   28  
   
 
 
 
 
 
 
  Total Interest Expense     (150 )   (21 )   (171 )   (161 )   (546 )   (707 )
   
 
 
 
 
 
 
  Net Interest Income   $ 207   $ (405 ) $ (198 ) $ (324 ) $ (212 ) $ (536 )
   
 
 
 
 
 
 

        Net interest income for 2003 was $2.3 million, a decrease of $198,000 or 8.1% compared to the $2.5 million reported in 2002. This decrease was due primarily to the significant decrease in the Taft National's net interest margin, which declined 89 basis points from 5.85% in 2002 to 4.96% in 2002. This decline in net interest margin reduced net interest income by $405,000. This decline in rate was partially offset by increases in total interest-earning assets, which increased from $42.0 million in 2002 to $45.6 million in 2003, an increase of $3.6 million or 8.6%. The increase in total interest-earning assets increased net interest income by $207,000.

        Interest income for 2003 was $2.5 million, a $369,000 or a 13.0% decrease over the $2.8 million recorded in 2002. The decrease in interest income was from the combination of volume increases in interest-earning assets discussed above and the declining interest rate environment. The average yield on interest-earning assets decreased 134 basis points in 2003 to 5.41% from 6.75% in 2002.

        Interest expense also declined in 2003 from $378,000 in 2002 to $207,000. The decrease in interest expense was from the declining interest rate environment as well as a reduction in the amount of total interest-bearing liabilities as Taft National was able to fund the asset growth discussed above by increasing noninterest bearing demand deposits. Average noninterest bearing deposits increased to $19.9 million in 2003 compared to $17.1 million in 2002, an increase of $2.8 million or 16.3%. The increase in noninterest-bearing deposits was generated by a bank-wide campaign to increase non-interest bearing deposits and reduce the higher costing time deposits. The average rates on interest-bearing liabilities decreased 42 basis points to 0.80% from 1.22% in 2002.

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        Net interest income for 2002 was $2.5 million, a decrease of $536,000 or 17.9% compared to the $3.0 million reported in 2001. This decrease was due to the combination of a decrease in Taft National's net interest margin, which reduced net interest income by $212,000, and a reduction in total interest-earning assets, which reduced net interest income by $324,000. Taft National's net interest margin declined 49 basis points from 6.34% in 2001 to 5.85% in 2002. Total interest-earning assets declined by $5.2 million from $47.2 million in 2001 to $42.0 million in 2002. The significant decline in interest-earning assets was due to Taft National's operating focus of improving asset quality and eliminating classified and problem loans.

        Interest income for 2002 was $2.8 million, a decline of $1.2 million or 30.5% compared to the $4.0 million reported in 2001. The decrease in average interest-earning assets generated a $485,000 decrease in interest income. Declining interest rates also had a negative effect, reducing interest income $758,000 as the yield on interest-earning assets was reduced 188 basis points from 8.63% in 2001 to 6.75% in 2002.

        Interest expense also decreased from $1,085,000 in 2001 to $378,000 in 2002. The decrease was due primarily to declining interest rates, which created in a $546,000 reduction in total interest expense as the average cost of interest-bearing liabilities declined 182 basis points from 2.99% in 2001 to 1.17% in 2002. Taft National also decreased its average interest-bearing liabilities, which reduced total interest expense by $161,000. Average interest-bearing liabilities decreased from $36.2 million in 2001 to $32.3 million in 2002.

        For 2003, noninterest income was $1million compared to $884,000 for 2002. This increase of $116,000 or 13.1% was comprised primarily of a $223,000 increase in service charges on deposit accounts as Taft National increased its service charges and aggressively collected these charges. This increase was partially offset by total gains from the sale of investment securities, which were $292,000 in2002 and only $137,000 in 2003.

        Noninterest expense reflects our costs of products and services related to systems, facilities and personnel. The major components of noninterest expense stated as a percentage of average assets are as follows:

 
  Year Ended
December 31,

 
 
  2003
  2002
 
Salaries and Employee Benefits   2.20 % 2.99 %
Occupancy Expenses   0.53 % 0.57 %
Furniture and Equipment   0.47 % 0.49 %
Data Processing and Other          
Professional Services   0.96 % 0.95 %
Stationary and Office Expenses   0.22 % 0.35 %
Advertising and Business Promotion Expenses   0.10 % 0.12 %
Other Expenses   0.79 % 0.79 %
   
 
 
    5.26 % 6.24 %
   
 
 

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        During 2003, total noninterest expense decreased from $3.3 million in 2002 to $2.8 million in 2003. The most significant area of decrease was salary and employee benefits, which decreased $413,000. Salary and benefits was $1.2 million in 2003, $1.6 million in 2002 and $1.4 million in 2001. During 2002, salary and benefits increased as Taft National staffed up to deal with its operational and credit quality issues. During 2003, Taft National began to lose employees through normal attrition as well as expectation in late 2003 that a sale of Taft National was likely. Taft National decided not to fill vacant positions unless absolutely necessary. As a result, full time equivalent employees dropped from 29 employees at December 31, 2002 to 24 employees at December 31, 2003.

        Included in other expenses in 2003 was $115,000 related to the proposed merger with USB, whereas no such expenses were incurred in 2002.

        Taft National has recorded no tax expense in 2002 due to its operating losses. For 2003, income tax expense resulting from operating earnings were offset by unused deferred tax assets and Taft National recognized its remaining unused deferred tax assets resulting in a $100,000 benefit.

Balance Sheet Analysis

        The following table summarizes the amounts and distribution of Taft National's investment securities held as of the dates indicated, and the weighted average yields as of December 31, 2003 (dollar amounts in thousands):

 
  December 31,
 
  2003
  2002
 
  Amortized
Cost

  Market
Value

  Yield
  Amortized
Cost

  Market
Value

Available-for-Sale Securities                            

U.S. Treasury

 

 

 

 

 

 

 

 

 

 

 

 

 

 
  Within One Year   $ 4,893   $ 4,892   1.19 % $   $
  One to Five Years     399     400   1.94 %   5,305     5,344
   
 
     
 
      5,292     5,292   1.25 %   5,305     5,344
U.S. Government Agencies                            
  Within One Year                  
  One to Five Years     5,650     5,591   1.93 %      
  Five to Ten Years     2,000     1,964   3.00 %      
   
 
     
 
      7,650     7,555   2.21 %      
   
 
     
 
    $ 12,942   $ 12,847   1.82 % $ 5,305   $ 5,344
   
 
     
 

        Securities may be pledged to meet security requirements imposed as a condition to receipt of deposits of public funds and other purposes. At December 31, 2003, the market value of securities pledged to secure public deposits, short-term borrowings and other purposes was $8,556,000. At December 31, 2002, the market value of securities pledged to secure public deposits, short-term borrowings and other purposes was $5,344,000.

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        The following table sets forth the components of total net loans outstanding in each category at the date indicated (dollar amounts in thousands):

 
  December 31,
 
 
  2003
  2002
 
Loans              
  Commercial   $ 11,671   $ 18,233  
  Real Estate—Construction     3,792     2,453  
  Real Estate—Other     10,426     6,473  
  Consumer     1,660     4,074  
  Net Deferred Loans Fees     (100 )   (93 )
   
 
 
  Total Loans     27,449     31,140  
  Allowance for Loan Losses     (911 )   (1,252 )
   
 
 
    Net Loans   $ 26,538   $ 29,888  
   
 
 
Commitments              
  Letter of Credit   $ 903   $ 729  
  Undisbursed Loans and Commitments to Grant Loans     9,497     7,541  
   
 
 
    Total Commitments   $ 10,400   $ 8,270  
   
 
 

        The following table shows the maturity distribution of the fixed rate portion of the loan portfolio and the repricing distribution of the variable rate portion of the loan portfolio as of December 31, 2003:

3 Months
Or Less

  Over
3 Months
through
12 Months

  Due After
One Year to
Five Years

  Due After
Five Years

  Total
$ 16,329   $ 608   $ 4,892   $ 5,150   $ 26,979

 
 
 
 
        Loans on Non-Accrual     470
                       
        Total Loans   $ 27,449
                       

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        The following table provides information with respect to the components of our nonperforming assets at the dates indicated (dollar amounts in thousands):

 
  December 31,
 
 
  2003
  2002
 
Loans 90 Days Past Due and Still Accruing   $ 273   $ 7  
Nonaccrual Loans     470     779  
   
 
 

Total Nonperforming Loans

 

 

743

 

 

786

 

Other Real Estate Owned

 

 


 

 

28

 
   
 
 

Total Nonperforming Assets

 

$

743

 

$

814

 
   
 
 

Nonperforming Loans as a Percentage of Total Loans

 

 

2.71

%

 

2.52

%
Allowance for Loan Loss as a Percentage of Nonperforming Loans     122.61 %   159.29 %
Nonperforming Assets as a Percentage of Total Assets     1.47 %   1.54 %

        Nonaccrual loans are generally past due 90 days or are loans that the interest on which may not be collectible. Loans past due 90 days will continue to accrue interest only when the loan is both well secured and in the process of collection.

        The Taft National's asset quality ratios have all declined slightly in 2003, although nonperforming assets in total have declined. Nonperforming loans to total loans decreased to 2.71% at December 31, 2003 from 2.52% at December 31, 2002 while the allowance to loan losses as a percentage of nonperforming loans decreased to 159.7% from 122.61% over the same period. Nonperforming assets to total assets improved slightly from 1.54% to 1.47%.

        The allowance for loan losses is maintained at a level that is considered adequate to provide for the loan losses inherent in our loans. The provision for loan losses was $155,000 in 2002 and $331,000 for 2003. The additional provision in 2003 was due to increased charge-offs related to continued deterioration of several significant loans in the classified portion of Taft National's loan portfolio. During 2003, Taft National charged off loans totaling $891,000 of which $757,000 related to loans Taft Nationals had identified as classified loans at December 31, 2002. Losses on these loans in 2003 exceeded the losses estimated by Taft National at December 2002 due to increased operating losses by the borrowers and deteriorating collateral values. The most significant of the 2003 losses, $341,000, relates to a borrower who abandoned the business operations in 2003 due to continuing operating losses as well as proposed costs related to maintaining compliance with changes in the California environmental regulations. Due to these same factors it was determined that the business assets securing Taft National's loan had declined substantially. As noted below, total classified loans have declined in the last three years, partially due to these loans being charged-off by Taft National.

        The following table summarizes, for the years indicated, changes in the allowances for loan losses arising from loans charged-off, recoveries on loans previously charged-off, and additions to the

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allowance which have been charged to operating expenses and certain ratios relating to the allowance for loan losses (dollar amounts in thousands):

 
  For the Year Ended
December 31,

 
 
  2003
  2002
 
Outstanding Loans:              
  Average for the Year   $ 28,879   $ 30,386  
  End of the Year   $ 27,449   $ 31,140  
Allowance For Loan Losses:              
Balance at Beginning of Year   $ 1,252   $ 1,552  
Actual Charge-Offs:              
  Commercial     781     327  
  Consumer     110     105  
  Real Estate         62  
   
 
 
Total Charge-Offs     891     494  
Less Recoveries:              
  Commercial     187     20  
  Consumer     32     19  
  Real Estate          
   
 
 
Total Recoveries     219     39  
   
 
 
Net Loans Charged-Off     672     455  
Provision for Loan Losses     331     155  
   
 
 
Balance at End of Year   $ 911   $ 1,252  
   
 
 
Ratios:              
  Net Loans Charged-Off to Average Loans     2.33 %   1.50 %
  Allowance for Loans Losses to Total Loans     3.32 %   4.02 %
  Net Loans Charged-Off to Beginning Allowance for Loan Losses     53.67 %   29.32 %
  Net Loans Charged-Off to Provision for Loan Losses     203.02 %   293.55 %
  Allowance for Loan Losses to Nonperforming Loans     122.61 %   159.29 %

        Management believes that the allowance for loan losses is adequate. Quarterly detailed reviews are performed to identify the risks inherent in the loan portfolio, assess the overall quality of the loan portfolio and to determine the adequacy of the allowance for loan losses and the related provision for loan losses to be charged to expense. These systematic reviews follow the methodology set forth by the OCC in its 1993 policy statement on the allowance for loan losses.

        Taft National's analysis is comprised of two major components, the portion of the allowance allocated to classified loans and the portion of the allowance allocated to non-classified loans. As of December 31, 2003, Taft National had $3.3 million in loans classified as doubtful, substandard or special mention as compared to $4.7 million at December 31, 2002 and $6.9 million at December 31, 2001. Taft National's loan portfolio has been extensively reviewed in the last two years by bank regulators, outside consultants, Taft National's independent auditors and Management. Management believes Taft National has identified all of its significant classified loans as of December 31, 2003.

        The allowance allocated to these loans totaled $577,000 at December 31, 2003 and $857,000 at December 31, 2002, or 17.7% and 18.2% of the classified loans, respectively. This allocation is based on a loan-by-loan analysis of collateral present to support the loan as well as potential cash flow from other repayment sources. All of Taft National's nonperforming loans are included in the portion of the allowance. Management does not anticipate any significant increase in nonperforming loans in the near future.

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        Loans included in the non-classified portion of the allowance totaled $24.3 million at December 31, 2003 and $26.4 million at December 31, 2002. During 2002 and 2003, Taft National has limited its origination of new loans and focused on improving its overall asset quality. Accordingly, this portion of the portfolio has remained fairly static with nominal changes in types of loans, concentrations, terms and product mix. The allowance allocated to this portion of the portfolio was $334,000 at December 31, 2003 and $395,00 as of December 31, 2002, or 1.4% and 1.5% of the non-classified loans, respectively. The allocation of allowance for non-classified loans is based on historical charge-offs adjusted for current economic events, changes in the portfolio and other qualitative factors. The allocation of 1.4% as of December 31, 2003 is slightly lower than the total historical average losses of 2.3% in 2003 and 1.5% in 2002 as management believes the historical losses are not representative of the losses present in the non-classified portion of the portfolio, as total historical losses include the losses from the classified portion of the portfolio.

        Since 2001, Taft National has analyzed historical losses to determine which losses related to the classified portion of the portfolio and which losses related to the non-classified portion of the portfolio. Based on these analysis and other considerations, Taft National as of December 31, 2003 allocated loss factors to the non-classified loans from 50 to 75 basis points for secured real estate loans, 100 basis points for construction loans, 100 to 200 basis points for commercial loans, depending on collateral and purpose, 200 basis points for consumer loans and 300 basis points for loans on mobile homes and other recreational vehicles. These non-classified loan loss factors are compared quarterly to actual historical losses for non-classified loans and adjusted if deemed necessary considering the actual losses as well as other economic considerations. No such adjustments occurred during 2003.

        The following table summarizes the allocation of the allowance for loan losses by loan type for the years indicated and the percent of loans in each category to total loans (dollar amounts in thousands):

 
  December 31,
 
 
  2003
  2002
 
 
  Loan
Amount

  Percent
  Loan
Amount

  Percent
 
Commercial   $ 768   42.5 % $ 1,091   58.6 %
Construction     33   13.8 %   15   7.9 %
Real Estate     66   38.0 %   72   20.8 %
Consumer     44   1.6 %   73   12.8 %
Unallocated       N/A     1   N/A  
   
 
 
 
 
    $ 911   100.0 % $ 1,252   100.0 %
   
 
 
 
 

        Deposits are the primary source of funds. During 2003, Taft National had an average deposit mix of 17.0% in time deposits, 42.6% in money market, savings and NOW deposits, and 40.4% in noninterest-bearing demand deposits. During 2002, Taft National had an average deposit mix of 23.3% in time deposits, 41.7% in money market, savings and NOW deposits, and 35.0% in noninterest-bearing demand deposits.

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        The following table summarizes the distribution of average deposits and the average rates paid for the period indicated (dollar amounts in thousands):

 
  Year Ended December 31,
 
 
  2003
  2002
 
 
  Average
Balance

  Average
Rate

  Average
Balance

  Average
Rate

 
Money Market, Savings and NOW   $ 20,997   0.12 % $ 20,366   0.17 %
Time Deposits under $100,000     3,285   1.70 %   4,815   2.74 %
Time Deposits of $100,000 or More     5,111   1.96 %   6,583   2.76 %
   
     
     
Total Interest-Bearing Deposits     29,393   0.62 %   31,764   1.10 %
Total Interest-Bearing Demand Deposits     19,868   N/A     17,086   N/A  
   
     
     
Total Average Deposits   $ 49,261   0.37 % $ 48,850   0.71 %
   
     
     

        The scheduled maturity distribution of Taft National's time deposits of $100,000 or greater, as of December 31, 2003, were as follows (dollar amounts in thousands):

Three Months or Less   $ 1,869
Over Three Months to One Year     1,415
Over One Year to Three Years     200
   
    $ 3,484
   

        The objective of Taft National's asset/liability strategy is to manage liquidity and interest rate risks to ensure the safety and soundness of Taft National and its capital base, while maintaining adequate net interest margins and spreads to provide an appropriate return to the its shareholders. Overall liquidity, defined as the total of cash, due from banks, federal funds sold, investments compared to total deposits, has increased from 41% at December 31, 2002 to 45% at December 31, 2003. This increase has occurred as Taft National has minimized new loan originations and focused on improving asset quality. Management does not anticipate any significant changes in its liquidity level in the near future.

        Taft National manages interest rate risk exposure by limiting the amount of long-term fixed rate loans held for investment, increasing emphasis on shorter-term, higher yield loans for portfolio, increasing or decreasing the relative amounts of long-term and short-term borrowings and deposits and/or purchasing commitments to sell loans.

        The table below sets forth the interest rate sensitivity of Taft National's interest-earning assets and interest-bearing liabilities as of December 31, 2003, using the interest rate sensitivity gap ratio. For

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purposes of the following table, an asset or liability is considered rate-sensitive within a specified period when it can be repriced or matures within its contractual terms (dollar amounts in thousands):

 
  Within
Three
Months

  After
Three Months
But Within
One Year

  After One
Year But
Within
Five Years

  After
Five Years

  Total
 
Interest-Earning Assets:                                
  Federal Funds Sold   $ 1,055   $   $   $   $ 1,055  
  Certificates of Deposit         994     199         1,193  
  Investment Securities     3,099     1,793     5,991     1,964     12,847  
  Total Loans     16,799     608     4,892     5,150     27,449  
   
 
 
 
 
 
    $ 20,953   $ 3,395   $ 11,082   $ 7,114   $ 42,544  
   
 
 
 
 
 
Interest-Bearing Liabilities:                                
  Money Market, Savings and NOW Deposits   $ 19,659   $   $   $   $ 19,659  
  Time Deposits     2,948     2,236     308         5,492  
  Other Borrowings                 500     500  
   
 
 
 
 
 
    $ 22,607   $ 2,236   $ 308   $ 500   $ 25,651  
   
 
 
 
 
 
  Interest Rate Sensitivity Gap   $ (1,654 ) $ 1,159   $ 10,774   $ 6,614   $ 16,893  
  Cumulative Interest Rate Sensitivity Gap   $ (1,654 ) $ (495 ) $ 10,279   $ 16,893        
 
Ratios Based on Total Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
    Interest Rate Sensitivity Gap     (3.28 )%   2.30 %   21.38 %   13.12 %   33.52 %
    Cumulative Interest Rate Sensitivity Gap     (3.28 )%   (0.98 )%   20.40 %   33.52 %      

        Liquidity refers to the ability to maintain a cash flow adequate to fund both on-balance sheet and off-balance sheet requirements on a timely and cost-effective basis. Potentially significant liquidity requirements include funding of commitments to loan clients and withdrawals from deposit accounts.

Capital Resources

        Shareholders' equity at December 31, 2003 was $3.6 million, a slight increase compared to $3.4 million at December 31, 2002.

        In 1990, the banking industry began to phase in new regulatory capital adequacy requirements based on risk-adjusted assets. These requirements take into consideration the risk inherent in investments, loans, and other assets for both on-balance sheet and off-balance sheet items. Under these requirements, the regulatory agencies have set minimum thresholds for Tier 1 capital, total capital and leverage ratios. Taft National's risk-based capital ratios, shown below as of December 31, 2003 and December 31, 2002 have been computed in accordance with regulatory accounting policies.

 
  Minimum
Requirements

  December 31,
2003

  December 31,
2002

 
Tier 1 Capital to Average Assets   4.00 % 6.56 % 6.21 %
Tier 1 Capital to Risk-Weighted Assets   4.00 % 10.35 % 9.04 %
Total Capital to Risk-Weighted Assets   8.00 % 13.12 % 11.68 %

Effects of Inflation

        The financial statements and related financial information presented in this proxy statement-prospectus have been prepared in accordance with GAAP, which require the measurement of financial position and operating results in terms of historical dollars without considering changes in the relative purchasing power of money over time due to inflation. Unlike most industrial companies, virtually all of the assets and liabilities of a financial institution are monetary in nature. As a result, interest rates have a more significant impact on a financial institution's performance than the effects of general levels of inflation. Interest rates do not necessarily move in the same direction or same magnitude as the price of goods and services.

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Comparison of Shareholder Rights

        The following discusses some of the similarities and some of the differences in the rights of shareholders of Taft National and United Security. This discussion is applicable to those shareholders of Taft National who will receive United Security common stock in the merger and become shareholders of United Security.

Comparison of Corporate Structure

        Taft National has authorized 750,000 shares of common stock, $4.00 par value and United Security has authorized 10,000,000 shares of common stock, no par value. The shares of common stock of Taft National are fully paid and assessable by order of the Comptroller of the Currency, while the shares of common stock of United Security are fully paid and nonassessable. There are no preemptive or other subscription rights, and there are no conversion rights or redemption or sinking fund provisions.

        After completion of the merger, Taft National will cease to exist and will be merged into United Security Bank, a subsidiary of United Security. Thus, after completion of the merger, matters requiring the approval of United Security Bank's shareholders, such as amendments to United Security Bank's articles of incorporation or approval of a merger with another corporation, will be subject to the approval of United Security as United Security Bank's sole shareholder. Taft National's present shareholders who become shareholders of United Security will be entitled to vote on similar matters pertaining to United Security but will not be entitled to vote on matters affecting United Security Bank or United Security's other subsidiaries.

        With respect to their charter documents, under National Bank Law amendments to Taft National's articles of association require the approval of the OCC, in addition to any shareholder approvals which may be required. Amendments to United Security's articles of incorporation only require the approval of United Security's shareholders.

Voting Rights

        Taft National and United Security have different voting rights. Although as a general rule shareholders of Taft National and United Security are entitled to one vote for each share of common stock held, Taft National has supermajority voting provisions specific to national banks with respect to approval of certain corporate matters, including the vote on this merger, while United Security does not have any supermajority voting provisions.

Dividends

        One of the most important differences between Taft National and United Security involves dividends. Under California law, United Security would be prohibited from paying dividends unless: (1) its retained earnings immediately prior to the dividend payment equals or exceeds the amount of the dividend; or (2) immediately after giving effect to the dividend (i) the sum of United Security's assets would be at least equal to 125% of its liabilities, or, if the average of its earnings before taxes on income and before interest expense for the two preceding fiscal years was less than the average of its interest expense for the two preceding fiscal years, the current assets of United Security would be at least equal to 125% of its current liabilities.

        Taft National as a national bank is subject to dividend restrictions set forth by the Comptroller. Under such restrictions, Taft National may not, without the prior approval of the Comptroller, declare dividends in excess of the sum of the current year's earnings (as defined) plus the retained earnings (as defined) from the prior two years, provided that Taft National's surplus fund is a least equal to its common capital. If the capital surplus falls below the balance of the common capital account, then further restrictions apply.

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Number of Directors

        Taft National's bylaws provide for a range of five to twenty-five directors, with the exact number fixed by amendment to the bylaws or by resolution adopted by Taft National's Board of directors or shareholders. Taft National has currently fixed the number of its directors at seven. United Security's bylaws provide for a range of eight to fifteen directors, with the exact number fixed by amendment to the bylaws or by resolution adopted by United Security's Board of Directors or shareholders. United Security has currently fixed the number of its directors at eight.

Indemnification of Directors and Officers

        The articles of incorporation of United Security and bylaws of Taft National authorize indemnification of directors, officers and agents to the fullest extent permissible under California law, and authorize the purchase of liability insurance. In addition, United Security's articles of incorporation eliminate directors' liability for monetary damages to the fullest extent permissible under California law. Both Taft National and United Security have directors' and officers' liability insurance, and United Security has also entered into indemnification agreements with its directors and executive officers. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling United Security under the foregoing provisions, United Security has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

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Supervision and Regulation

Introduction

        Banking is a complex, highly regulated industry. The primary goals of the regulatory scheme are to maintain a safe and sound banking system, protect depositors and the FDIC's insurance fund, and facilitate the conduct of sound monetary policy. In furtherance of these goals, Congress and the states have created several largely autonomous regulatory agencies and enacted numerous laws that govern banks, bank holding companies and the financial services industry. Consequently, the growth and earnings performance of United Security, United Security Bank and Taft National can be affected not only by management decisions and general economic conditions, but also by the requirements of applicable state and federal statutes, regulations and the policies of various governmental regulatory authorities, including:


        The system of supervision and regulation applicable to United Security, its banking subsidiaries, and Taft National governs most aspects of their business, including:

        The following summarizes the material elements of the regulatory framework that apply to United Security, United Security Bank, and Taft National. It does not describe all of the statutes, regulations and regulatory policies that are applicable. Also, it does not restate all of the requirements of the statutes, regulations and regulatory policies that are described. Consequently, the following summary is qualified in its entirety by reference to the applicable statutes, regulations and regulatory policies discussed in this proxy statement-prospectus. Any change in these applicable laws, regulations or regulatory policies may have a material effect on the business of United Security, United Security Bank and Taft National.

United Security

        United Security is a bank holding company within the meaning of the Bank Holding Company Act and is registered as such with, and subject to the supervision of, the Federal Reserve Board. United Security is required to file with the Federal Reserve Board quarterly and annual reports and such additional information as the Federal Reserve Board may require under the Bank Holding Company Act. The Federal Reserve Board may conduct examinations of bank holding companies and their subsidiaries.

        United Security is required to obtain the approval of the Federal Reserve Board before it may acquire all or substantially all of the assets of any bank or ownership or control of the voting shares of

117



any bank if, after giving effect to such acquisition of shares, United Security would own or control more than 5% of the voting shares of such bank. Prior approval of the Federal Reserve Board is also required for the merger or consolidation of United Security and another bank holding company.

        United Security is prohibited by the Bank Holding Company Act, except in certain statutorily prescribed instances, from acquiring direct or indirect ownership or control of more than 5% of the outstanding voting shares of any company that is not a bank or bank holding company and from engaging, directly or indirectly, in activities other than those of banking, managing or controlling banks or furnishing services to its subsidiaries. However, United Security may, subject to the prior approval of the Federal Reserve Board, engage in any, or acquire shares of companies engaged in, activities that are deemed by the Federal Reserve Board to be so closely related to banking or managing or controlling banks as to be acceptable.

        The Federal Reserve Board may require that United Security terminate an activity or terminate control of or liquidate or divest subsidiaries or affiliates when the Federal Reserve Board determines that the activity or the control or the subsidiary of affiliates constitutes a significant risk to the financial safety, soundness or stability of any of its banking subsidiaries. The Federal Reserve Board also has the authority to regulate provisions of certain bank holding company debt, including authority to impose interest ceiling and reserve requirements on such debt. Under certain circumstances, United Security must file written notice and obtain approval from the Federal Reserve Board prior to purchasing or redeeming its equity securities.

        Under the Federal Reserve Boards' regulations, a bank holding company is required to serve as a source of financial and managerial strength to its subsidiary banks and may not conduct its operations in an unsafe and unsound manner. In addition, it is the Federal Reserve Board's policy that in serving as a source of strength to its subsidiary banks, a bank holding company should stand ready to use available resources to provide adequate capital funds to its subsidiary banks during periods of financial stress or adversity and should maintain the financial flexibility and capital-raising capacity to obtain additional resources for assisting its subsidiary banks. A bank holding company's failure to meet it obligations to serve as a source of strength to its subsidiary banks will generally be considered by the Federal Reserve Board to be an unsafe and unsound banking practice or a violation of the Federal Reserve Boards's regulations or both.

        United Security is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and files reports and proxy statements under that Act with the Securities and Exchange Commission ("SEC").

United Security Bank and Taft National

        United Security Bank, as a California-chartered bank which is a member of the Federal Reserve System, is subject to regulation, supervision, and regular examination by the DFI and the FRB. Taft National, as a nationally chartered banking association, is also a member of the Federal Reserve System and is subject to regulation, supervision and regular examination by the OCC. United Security Bank's and Taft National's deposits are insured by the FDIC up to the maximum extent provided by law. The regulations of these agencies govern most aspects of United Security Bank's and Taft National's business and establish a comprehensive framework governing their operations. California law exempts all banks from usury limitations on interest rates.

        United Security Bank is a member of the Federal Home Loan Bank System. Among other benefits, each Federal Home Loan Bank serves as a reserve or center bank for its members within its assigned region. Each Federal Home Loan Bank makes available to its members loans (i.e., advances)

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in accordance with the policies and procedures established by the Board of Directors of the individual Federal Home Loan Bank.

        From time to time legislation is enacted which has the effect of increasing the cost of doing business and changing the competitive balance between banks and other financial and nonfinancial institutions. Various federal laws enacted over the past several years have provided, among other things, for:

        The lending authority and permissible activities of certain nonbank financial institutions such as savings and loan associations and credit unions have been expanded, and federal regulators have been given increased enforcement authority. These laws have generally had the effect of altering competitive relationships existing among financial institutions, reducing the historical distinctions between the services offered by banks, savings and loan associations and other financial institutions, and increasing the cost of funds to banks and other depository institutions.

        Sarbanes-Oxley Act.    During July, 2002, President Bush signed into law the Sarbanes-Oxley Act of 2002. The purpose of the Sarbanes-Oxley Act is to protect investors by improving the accuracy and reliability of corporate disclosures made under the securities laws, and for other purposes.

        The Sarbanes-Oxley Act amends the Securities Exchange Act of 1934 to prohibit a registered public accounting firm from performing specified nonaudit services contemporaneously with a mandatory audit. The Sarbanes-Oxley Act also vests the audit committee of an issuer with responsibility for the appointment, compensation, and oversight of any registered public accounting firm employed to perform audit services. It requires each committee member to be a member of the board of directors of the issuer, and to be otherwise independent. The Sarbanes-Oxley Act further requires the chief executive officer and chief financial officer of an issuer to make certain certifications as to each annual or quarterly report.

        In addition, the Sarbanes-Oxley Act requires officers to forfeit certain bonuses and profits under certain circumstances. Specifically, if an issuer is required to prepare an accounting restatement due to the material noncompliance of the issuer as a result of misconduct with any financial reporting requirement under the securities laws, the chief executive officer and chief financial officer of the issuer shall be required to reimburse the issuer for (1) any bonus or other incentive-based or equity-based compensation received by that person from the issuer during the 12-month period following the first public issuance or filing with the SEC of the financial document embodying such financial reporting requirement; and (2) any profits realized from the sale of securities of the issuer during that 12-month period.

        The Sarbanes-Oxley Act also instructs the SEC to require by rule:

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        The Sarbanes-Oxley Act also prohibits insider transactions in United Security's stock during lock out periods of United Security's pension plans, and any profits on such insider transactions are to be disgorged. In addition, there is a prohibition of company loans to its executives, except in certain circumstances. The Sarbanes-Oxley Act also provides for mandated internal control report and assessment with the annual report and an attestation and a report on such report by United Security's auditor. The SEC also requires an issuer to institute a code of ethics for senior financial officers of the company. Further, the Sarbanes-Oxley Act adds a criminal penalty of fines and imprisonment of up to 10 years for securities fraud.

        Regulation W.    The FRB on October 31, 2002 approved a final Regulation W that comprehensively implements sections 23A and 23B of the Federal Reserve Act. Sections 23A and 23B and Regulation W restrict loans by a depository institution to its affiliates, asset purchases by a depository institution from its affiliates, and other transactions between a depository institution and its affiliates. Regulation W unifies in one public document the FRB's interpretations of sections 23A and 23B. Regulation W has an effective date of April 1, 2003.

        Regulatory Capital Treatment of Equity Investments.    In December of 2001 and January of 2002, the OCC, the FRB and the FDIC on the adopted final rules governing the regulatory capital treatment of equity investments in nonfinancial companies held by banks, bank holding companies and financial holding companies. The final rules became effective on April 1, 2002. The new capital requirements apply symmetrically to equity investments made by banks and their holding companies in nonfinancial companies under the legal authorities specified in the final rules. Among others, these include the merchant banking authority granted by the Gramm-Leach-Bliley Act and the authority to invest in small business investment companies ("SBICs") granted by the Small Business Investment Act. Covered equity investments will be subject to a series of marginal Tier 1 capital charges, with the size of the charge increasing as the organization's level of concentration in equity investments increases. The highest marginal charge specified in the final rules requires a 25 percent deduction from Tier 1 capital for covered investments that aggregate more than 25 percent of an organization's Tier 1 capital. Equity investments through SBICs will be exempt from the new charges to the extent such investments, in the aggregate, do not exceed 15 percent of the banking organization's Tier 1 capital. The new charges would not apply to individual investments made by banking organizations prior to March 13, 2000. Grandfathered investments made by state banks under section 24(f) of the Federal Deposit Insurance Act also are exempted from coverage.

        USA Patriot Act.    The terrorist attacks in September, 2001, have impacted the financial services industry and led to federal legislation that attempts to address certain issues involving financial institutions. On October 26, 2001, President Bush signed into law the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001.

        Part of the USA Patriot Act is the International Money Laundering Abatement and Financial Anti-Terrorism Act of 2001 ("IMLA"). IMLA authorizes the Secretary of the Treasury, in consultation with the heads of other government agencies, to adopt special measures applicable to banks, bank holding companies, and/or other financial institutions. These measures may include enhanced recordkeeping and reporting requirements for certain financial transactions that are of primary money laundering concern, due diligence requirements concerning the beneficial ownership of certain types of accounts, and restrictions or prohibitions on certain types of accounts with foreign financial institutions.

        Among its other provisions, IMLA requires each financial institution to: (i) establish an anti-money laundering program; (ii) establish due diligence policies, procedures and controls with respect to its

120



private banking accounts and correspondent banking accounts involving foreign individuals and certain foreign banks; and (iii) avoid establishing, maintaining, administering, or managing correspondent accounts in the United States for, or on behalf of, a foreign bank that does not have a physical presence in any country. In addition, IMLA contains a provision encouraging cooperation among financial institutions, regulatory authorities and law enforcement authorities with respect to individuals, entities and organizations engaged in, or reasonably suspected of engaging in, terrorist acts or money laundering activities. IMLA expands the circumstances under which funds in a bank account may be forfeited and requires covered financial institutions to respond under certain circumstances to requests for information from federal banking agencies within 120 hours. IMLA also amends the BHCA and the Bank Merger Act to require the federal banking agencies to consider the effectiveness of a financial institution's anti-money laundering activities when reviewing an application under these acts.

        IMLA became effective July 23, 2002. United Security Bank and Taft National have augmented their systems and procedures to comply with IMLA.

        In November 2002, the Financial Accounting Standards Board (the "FASB") issued FASB Interpretation No. 45 ("FIN 45"), Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others, an Interpretation of FASB Statements No. 5, 57 and 107 and Rescission of FASB Interpretation No 34. FIN 45 clarifies the requirements of SFAS No. 5, Accounting for Contingencies, relating to the guarantor's accounting for, and disclosure of, the issuance of certain types of guarantees. The disclosure provisions were effective for interim or annual periods ending after December 15, 2002. The recognition provisions were effective for all guarantees issued or modified subsequent to December 31, 2002. See Note 3, Loans, and Note 13, Financial Instruments Fair Value Disclosure, in the Notes to Consolidated Financial Statements, for additional discussion of United Security's financial guarantees as of December 31, 2003. The initial adoption of this Interpretation did not have a material impact on the financial condition or results of operations. Management does not believe the provisions will have a material impact on future operations of United Security.

        In January 2003, the FASB issued Interpretation No. 46, Consolidation of Variable Interest Entities (VIE), as amended and interpreted. It defined a VIE as a corporation, partnership, trust, or any other legal structure used for the business purpose that either does not have equity investors with voting rights or has equity investors that do not provide sufficient financial resources for the entity to support its activities. This interpretation will require a VIE to be consolidated or deconsolidated by a company generally based on the risk of loss or return. Pursuant to a revision of FIN 46 during December 2003, most of the provisions of Interpretation No. 46 have been delayed until March 31, 2004. United Security has VIE's in the form of Trusts set up to issue Trust Preferred Securities and accordingly, the implementation of the Interpretation is expected to require the deconsolidation of the Trusts. United Security will adopt the Interpretation in the first quarter of 2004, and as a result, will deconsolidate the USB Trust. The effect of such deconsolidation will be to (i) remove the trust preferred securities from the consolidated statement of condition; (ii) recognize United Security's junior subordinated debt obligations to the trust; and (iii) recognize in other assets, United Security's equity investment in the common stock of the trust. The junior subordinated debt obligations and equity investments were previously eliminated in consolidation. Those equity investments, totaling $464,000, represent United Security's maximum exposure to loss as a result of its involvement with the trust. The application of Interpretation No. 46 will have no impact on United Security's results of operations.

        In April 2003, the FASB issued Statement No. 149, Amendment of Statement 133 on Derivative Instruments and Hedging Activities. This Statement amends and clarifies financial accounting and reporting for derivative instruments, including certain derivative instruments embedded in other contracts (collectively referred to as derivatives) and for hedging activities under FASB Statement

121



No. 133, Accounting for Derivative Instruments and Hedging Activities. This Statement is effective for contracts entered into or modified after June 30, 2003. Adoption of the Statement did not result in an impact on United Security's statement of financial position or results of operations.

        In May 2003, the FASB issued Statement No. 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity. This Statement establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. It requires that an issuer classify a financial instrument that is within its scope as a liability, or an asset in some circumstances. Many of those instruments were previously classified as equity. This Statement is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003, except for mandatory redeemable financial instruments of nonpublic entities. Adoption of the Statement did not result in an impact on United Security's statement of financial position or results of operations.

        Banking is a business which depends on rate differentials. In general, the difference between the interest rate paid by a bank on its deposits and its other borrowings and the interest rate earned by a bank on its loans, securities and other interest-earning assets comprises the major source of the bank's earnings. These rates are highly sensitive to many factors which are beyond the bank's control and, accordingly, the earnings and growth of the bank are subject to the influence of economic conditions generally, both domestic and foreign, including inflation, recession, and unemployment; and also to the influence of monetary and fiscal policies of the United States and its agencies, particularly the FRB. The FRB implements national monetary policy, such as seeking to curb inflation and combat recession, by:

        The actions of the FRB in these areas influence the growth of bank loans, investments, and deposits and also affect interest rates. The nature and timing of any future changes in such policies and their impact on us cannot be predicted; however, depending on the degree to which our interest-earning assets and interest-bearing liabilities are rate sensitive, increases in rates would have a temporary effect of increasing our net interest margin, while decreases in interest rates would have the opposite effect. In addition, adverse economic conditions, including a downturn in the local or regional economy and rising energy prices, could make a higher provision for loan losses a prudent course and could cause higher loan charge-offs, thus adversely affecting our net income or other operating costs.

122



Validity of United Security's Common Stock

        The validity of the shares of United Security common stock to be issued in the merger has been reviewed by the firm of Gary Steven Findley & Associates, 1470 N. Hundley Street, Anaheim, California 92806. Such review should not be construed as constituting an opinion as to the merits of the offering made hereby, the accuracy or adequacy of the disclosures contained in this proxy statement-prospectus, or the suitability of United Security common stock for any of Taft National's shareholders.


Experts

        The audited consolidated financial statements of United Security as of December 31, 2002 and 2001, and for each of the years in the thee-year period ended December 31, 2002, have been included in this proxy statement-prospectus in reliance on the reports of Moss Adams LLP, independent certified public accountants, included in this proxy statement-prospectus, and upon the authority of said firms as experts in accounting and auditing. The audited financial statements of Taft National as of December 31, 2002 and 2001, and for each of the years in the two-year period ended December 31, 2002, have been included in this proxy statement-prospectus in reliance on the reports of Vavrinek, Trine, Day & Co., LLP, independent certified public accountants, included in this proxy statement-prospectus, and upon the authority of said firms as experts in accounting and auditing.

123




Index to Financial Statements

 
  PAGE
United Security Bancshares Consolidated Financial Statements    

Independent Auditor's Report of Moss Adams LLP

 

F-1
Consolidated Balance Sheets as of December 31, 2003 and 2002   F-2
Consolidated Statement of Income for the Years Ended December 31, 2003, 2002 and 2001   F-3
Consolidated Statements of Shareholders' Equity for the Years Ended December 31, 2003, 2002 and 2001   F-4
Consolidated Statements of Cash Flows for the Years Ended December 31, 2003, 2002 and 2001   F-5
Notes to Consolidated Financial Statements   F-6

Taft National Bank Financial Statements

 

 

Independent Auditor's Report of Vavrinek, Trine, Day & Co., LLP

 

F-36
Balance Sheets as of December 31, 2003 and 2002   F-37
Statements of Operations for the Years Ended December 31, 2003 and 2002   F-38
Statement of Changes in Stockholders' Equity for the Years Ended December 31, 2003 and 2002   F-39
Statements of Cash Flows for the Years Ended December 31, 2003 and 2002   F-40
Notes to Financial Statements   F-41

124


Moss Adams LLP

Certified Public Accountants


INDEPENDENT AUDITOR'S REPORT

To The Board of Directors and Shareholders United Security Bancshares

        We have audited the accompanying consolidated balance sheets of United Security Bancshares and Subsidiaries as of December 31, 2003 and 2002, and the related consolidated statements of income and comprehensive income, shareholders' equity, and cash flows for each of the three years in the period ended December 31, 2003. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

        We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of United Security Bancshares and Subsidiaries at December 31, 2003 and 2002, and the consolidated results of its operations and its consolidated cash flows for each of the three years in the period ended December 31, 2003, in conformity with accounting principles generally accepted in the United States of America.

Stockton, California
January 9, 2004

F-1



United Security Bancshares and Subsidiaries

Consolidated Statements of Condition—Balance Sheets

December 31, 2003 and 2002

 
  December 31,
2003

  December 31,
2002

 
 
  (in thousands except shares)

 
Assets              
  Cash and due from banks (Note 14)   $ 22,480   $ 16,750  
  Federal funds sold and securities purchased under agreements to resell     26,110     14,735  
   
 
 
    Cash and cash equivalents     48,590     31,485  
  Interest-bearing deposits in other banks     7,212     9,449  
  Investment securities available for sale (Note 2)     83,735     104,567  
  Loans and leases (Note 3)     345,662     349,054  
    Unearned fees     (865 )   (456 )
    Allowance for credit losses     (6,081 )   (5,556 )
   
 
 
      Net loans     338,716     343,042  
  Accrued interest receivable     2,110     2,437  
  Premises and equipment—net (Note 4)     4,567     2,647  
  Other real estate owned     2,718     9,685  
  Intangible assets     1,947     2,300  
  Cash surrender value of life insurance (Note 11)     2,621     2,518  
  Investment in limited partnership (Note 5)     4,689     2,584  
  Deferred income taxes (Note 9)     3,135     1,638  
  Other assets     6,548     6,964  
   
 
 
Total assets   $ 506,588   $ 519,316  
   
 
 
Liabilities & Shareholders' Equity              
Liabilities              
  Deposits (Note 6)              
    Noninterest bearing   $ 94,597   $ 89,000  
    Interest bearing     345,847     334,987  
   
 
 
      Total deposits     440,444     423,987  
  Federal funds purchased and securities sold under agreements to repurchase (Note 7)     0     35,400  
  Other borrowings (Notes 7 and 11)     345     650  
  Accrued interest payable     800     1,203  
  Accounts payable and other liabilities     4,963     2,515  
  Company obligated mandatorily redeemable cumulative trust preferred securities of subsidiary trust holding solely junior subordinated debentures (Trust Preferred securities) (Note 8)     15,000     15,000  
   
 
 
      Total liabilities     461,552     478,755  
Commitments and Contingent Liabilities (Note 12)              
Shareholders' Equity (Notes 10, 14 and 19)              
  Common stock, no par value 10,000,000 shares authorized, 5,512,538 and 5,406,666 issued and outstanding, in 2003 and 2002, respectively     18,227     17,553  
  Retained earnings     27,093     22,576  
  Unearned ESOP shares (Note 11)     (313 )   (609 )
  Accumulated other comprehensive income (Note 17)     29     1,041  
   
 
 
      Total shareholders' equity     45,036     40,561  
   
 
 
        Total liabilities and shareholders' equity   $ 506,588   $ 519,316  
   
 
 

See notes to financial statements

F-2



United Security Bancshares and Subsidiaries

Consolidated Statements of Income and Comprehensive Income

Years Ended December 31, 2003, 2002 and 2001

 
  2003
  2002
  2001
 
 
  (in thousands except shares and EPS)

 
Interest Income                    
Loans, including fees   $ 23,134   $ 24,521   $ 26,412  
Investment securities—AFS—taxable     3,169     3,617     3,016  
Investment securities—HTM—taxable     0     0     202  
Investment securities—AFS—nontaxable     132     139     155  
Federal funds sold and securities purchased under agreements to resell     147     301     278  
Interest on deposits in other banks     345     138     0  
   
 
 
 
  Total interest income     26,927     28,716     30,063  
Interest Expense                    
Interest on deposits     5,936     9,190     11,203  
Interest on other borrowed funds     1,324     2,326     2,208  
   
 
 
 
  Total interest expense     7,260     11,516     13,411  
Net Interest Income Before Provision for Credit Losses     19,667     17,200     16,652  
Provision for Credit Losses (Note 3)     1,713     1,963     1,733  
   
 
 
 
Net Interest Income     17,954     15,237     14,919  
Noninterest Income                    
Customer service fees     3,789     3,895     3,086  
(Loss) gain on sale of securities     (58 )   485     770  
Gain on sale of loans     21     103     0  
Gain on sale of other real estate owned     80     4     34  
Gain on sale of interest-bearing deposits in other banks     186     0     0  
Shared appreciation income     1,813     267     112  
Other     440     614     275  
   
 
 
 
  Total noninterest income     6,271     5,368     4,277  
Noninterest Expense                    
Salaries and employee benefits     5,089     4,895     4,525  
Occupancy expense     1,658     1,730     1,731  
Data processing     515     553     544  
Professional fees     991     965     591  
Director fees     184     201     202  
Amortization of intangibles     353     360     360  
Correspondent bank service charges     281     289     218  
Write-down on OREO     403     132     19  
Other     2,381     1,735     1,628  
   
 
 
 
  Total noninterest expense     11,855     10,860     9,818  
Income Before Taxes on Income     12,370     9,745     9,378  
Taxes on Income     4,664     2,912     3,185  
   
 
 
 
Net Income   $ 7,706   $ 6,833   $ 6,193  
   
 
 
 
Other comprehensive income, net of tax (Note 14):                    
Unrealized (loss) gain on available for sale securities and interest rate swaps—net income tax (benefit) of $(593), $620, and $(150)     (1,012 )   931     (226 )
   
 
 
 
Comprehensive Income   $ 6,694   $ 7,764   $ 5,967  
   
 
 
 
Net Income per common share (Note 10)                    
  Basic   $ 1.41   $ 1.27   $ 1.14  
   
 
 
 
  Diluted   $ 1.40   $ 1.25   $ 1.11  
   
 
 
 
Weighted shares on which net income per common share were based (Note 10)                    
  Basic     5,459,926     5,400,751     5,443,734  
   
 
 
 
  Diluted     5,511,670     5,487,038     5,563,855  
   
 
 
 

See notes to financial statements

F-3



United Security Bancshares and Subsidiaries

Consolidated Statements of Changes in Shareholders' Equity

Periods Ended December 31, 2003

 
  Common stock
   
   
   
   
 
 
   
   
  Accumulated
Other
Comprehensive
Income (Loss)

   
 
 
  Number
of Shares

  Amount
  Retained
Earnings

  Unearned
ESOP Shares

  Total
 
 
  (in thousands except shares)

 
Balance January 1, 2001   5,419,487   $ 19,178   $ 14,916   ($ 682 ) $ 337   $ 33,749  

Director/Employee stock options exercised

 

104,830

 

 

806

 

 

 

 

 

 

 

 

 

 

 

806

 
Tax benefit of stock options exercised         145                       145  
Net changes in unrealized gain (loss) on available for sale securities (net of income tax benefit of $150)                           (226 )   (226 )
Dividends on common stock ($0.46 per share)               (2,527 )               (2,527 )
Repurchase and cancellation of common shares   (115,786 )   (1,884 )                     (1,884 )
Unearned ESOP shares purchased   (23,185 )   0                       (399 )
Release of unearned ESOP shares   11,952     (6 )         208           202  
  Net Income               6,193                 6,193  
   
 
 
 
 
 
 

Balance December 31, 2001

 

5,397,298

 

 

18,239

 

 

18,582

 

 

(873

)

 

111

 

 

36,059

 

Director/Employee stock options exercised

 

58,800

 

 

416

 

 

 

 

 

 

 

 

 

 

 

416

 
Tax benefit of stock options exercised         7                       7  
Net changes in unrealized gain (loss) on available for sale securities (net of income tax benefit of $620)                           930     930  
Dividends on common stock ($0.52 per share)               (2,839 )               (2,839 )
Repurchase and cancellation of common shares   (64,676 )   (1,107 )                     (1,107 )
Release of unearned ESOP shares   15,244                 264           262  
  Net Income               6,833                 6,833  
   
 
 
 
 
 
 

Balance December 31, 2002

 

5,406,666

 

 

17,553

 

 

22,576

 

 

(609

)

 

1,041

 

 

40,561

 

Director/Employee stock options exercised

 

123,800

 

 

1,293

 

 

 

 

 

 

 

 

 

 

 

1,293

 
Tax benefit of stock options exercised         63                       63  
Net changes in unrealized gain (loss) on available for sale securities (net of income tax benefit of $392)                           (588 )   (588 )
Net changes in unrealized gain (loss) on interest rate swaps (net of income tax benefit of $201)                           (424 )   (424 )
Dividends on common stock ($0.58 per share)               (3,189 )               (3,189 )
Repurchase and cancellation of common shares   (34,961 )   (691 )                     (691 )
Release of unearned ESOP shares   17,033     9           296           305  
  Net Income               7,706                 7,706  
   
 
 
 
 
 
 

Balance December 31, 2003

 

5,512,538

 

$

18,227

 

$

27,093

 

($

313

)

$

29

 

$

45,036

 
   
 
 
 
 
 
 

See notes to financial statements

F-4



United Security Bancshares and Subsidiaries

Consolidated Statements of Cash Flows

Periods Ended December 31, 2003, 2002 and 2001

 
  2003
  2002
  2001
 
 
  (in thousands)

 
Cash Flows From Operating Activities:                    
  Net income   $ 7,706   $ 6,833   $ 6,193  
  Adjustments to reconcile net earnings to cash provided by operating activities:                    
    Provision for credit losses     1,713     1,963     1,733  
    Depreciation and amortization     980     1,199     1,207  
    Amortization of investment securities     265     369     394  
    Loss (gain) on sale of securities     58     (485 )   (770 )
    Decrease (increase) in accrued interest receivable     327     1,314     (206 )
    (Decrease) increase in accrued interest payable     (403 )   (67 )   26  
    Increase (decrease) in unearned fees     409     (211 )   (127 )
    Increase (decrease) in income taxes payable     1,489     197     (564 )
    Deferred income taxes     (904 )   (527 )   (339 )
    (Increase) decrease in accounts payable and accrued liabilities     (119 )   704     256  
    Write-down of other investments     0     40     0  
    Write-down of other real estate owned     403     132     19  
    Gain on sale of other real estate owned     (80 )   (4 )   (34 )
    Gain on sale of loans     (21 )   (103 )   0  
    Gain on sale of interest-bearing deposits with banks     (186 )   0     0  
    (Loss) gain on sale of assets     14     (10 )   (8 )
    Increase in surrender value of life insurance     (103 )   (107 )   (109 )
    Loss in limited partnership interest     276     210     247  
    Net decrease (increase) in other assets     293     (198 )   146  
   
 
 
 
  Net cash provided by operating activities     12,117     11,249     8,064  
Cash Flows From Investing Activities:                    
  Net decrease (increase) in interest-bearing deposits with banks     2,237     (9,449 )   0  
  Purchases of available-for-sale securities     (68,763 )   (107,172 )   (83,303 )
  Net redemption (purchase) of FHLB/FRB and other bank stock     1,026     (718 )   (1,042 )
  Maturities and calls of available-for-sale securities     55,292     51,563     41,594  
  Maturities and calls of held-to-maturity securities     0     (1 )   10,250  
  Proceeds from sales of available-for-sale securities     33,000     16,074     28,099  
  Investment in limited partnership     (2,381 )   23     (903 )
  Investment in title company     0     0     (1,500 )
  Net increase in loans     (532 )   (20,465 )   (78,407 )
  Cash proceeds from sales of loans     5,529     1,602     0  
  Cash proceeds from sales of foreclosed leased assets     643     95     0  
  Cash proceeds from sales of other real estate owned     391     325     150  
  Capital expenditures for premises and equipment     (744 )   (431 )   (514 )
  Cash proceeds from sales of premises and equipment     1,034     15     23  
   
 
 
 
  Net cash provided by (used in) investing activities     26,732     (68,539 )   (85,553 )
Cash Flows From Financing Activities:                    
  Net increase in demand deposit and savings accounts     28,326     34,725     42,225  
  Net (decrease) increase in certificates of deposit     (11,869 )   20,611     54,564  
  Net (decrease) increase in repurchase agreements     (35,400 )   7,900     2,606  
  Net decrease in federal funds purchased     0     0     (22,630 )
  Proceeds from company obligated mandatorily redeemable preferred securities of subsidiary trust holding solely junior subordinated debentures     0     0     14,505  
  Director/Employee stock options exercised     1,293     416     806  
  Repurchase and retirement of common stock     (691 )   (1,108 )   (1,884 )
  Proceeds from ESOP borrowings     0     0     399  
  Repayment of ESOP borrowings     (305 )   (269 )   (176 )
  Purchase of unearned ESOP shares     0     0     (399 )
  Payment of dividends on common stock     (3,098 )   (2,755 )   (2,448 )
   
 
 
 
  Net cash (used in) provided by financing activities     (21,744 )   59,520     87,568  
   
 
 
 
Net increase (decrease) in cash and cash equivalents     17,105     2,230     10,079  
Cash and cash equivalents at beginning of period     31,485     29,255     19,176  
   
 
 
 
Cash and cash equivalents at end of period   $ 48,590   $ 31,485   $ 29,255  
   
 
 
 

See notes to financial statements

F-5



Notes to Consolidated Financial Statements

Years Ended December 31, 2003, 2002, and 2001

1.     Organization and Summary of Significant Accounting and Reporting Policies

        Basis of Presentation—The consolidated financial statements include the accounts of United Security Bancshares, and its wholly owned subsidiaries, United Security Bank and subsidiary (the "Bank"), and United Security Bancshares Capital Trust I (the "Trust"), (collectively the "Company" or "USB"). 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, (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 operates as one business segment providing banking services to commercial establishments and individuals primarily in the San Joaquin Valley of California.

        Nature of Operations—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 8. "Trust Preferred Securities").

        USB Investment Trust Inc was incorporated effective December 31, 2001as 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 (See Note 9. "Income Taxes").

        The Bank was founded in 1987 and currently operates seven branches and one construction lending office in an area from eastern Madera County to western Fresno County. The Bank's primary source of revenue is providing loans to customers, who are predominantly small and middle-market businesses and individuals. The Bank engages in a full compliment of lending activities, including real estate mortgage, commercial and industrial, real estate construction, agricultural and consumer loans, with particular emphasis on short and medium term obligations.

        The Bank offers a wide range of deposit instruments. These include personal and business checking accounts and savings accounts, interest-bearing negotiable order of withdrawal ("NOW") accounts, money market accounts and time certificates of deposit. Most of the Bank's deposits are attracted from individuals and from small and medium-sized business-related sources.

        The Bank also offers a wide range of specialized services designed to attract and service the needs of commercial customers and account holders. These services include cashiers checks, travelers checks, money orders, and foreign drafts. In addition, the Bank recently began to offer Internet banking services to its commercial and retail customers. The Bank does not operate a trust department, however it makes arrangements with its correspondent bank to offer trust services to its customers upon request.

        Neither the Company's business or liquidity is seasonal, and there has been no material effect upon the Company's capital expenditures, earnings or competitive position as a result of federal, state or local environmental regulation.

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        Use of Estimates in the Preparation of Financial Statements—The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

        Material estimates that are particularly susceptible to significant change, relate to the determination of the allowance for loan losses, deferred income taxes, and the valuation of real estate acquired in connection with foreclosures or in satisfaction of loans. In connection with the determination of the allowance for loan losses and the valuation of foreclosed assets held for sale, management obtains independent appraisals for significant properties.

        Significant Accounting Policies—The accounting and reporting policies of the Company conform to generally accepted accounting principles and to prevailing practices within the banking industry. The following is a summary of significant policies:

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Buildings        31 Years   Furniture and equipment        3-7 Years

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F-10


 
  Years Ended December 31,
 
 
  2003
  2002
  2001
 
 
  (In thousands except earnings per share)

 
Net income, as reported   $ 7,706   $ 6,833   $ 6,193  
Deduct: Total stock-based employee Compensation expense determined under fair Value based method for all awards, net of                    
  Related tax effects     (12 )   (27 )   (53 )
   
 
 
 
Pro forma net income   $ 7,694   $ 6,806   $ 6,140  
   
 
 
 
Earnings per share:                    
  Basic—as reported   $ 1.41   $ 1.27   $ 1.14  
   
 
 
 
  Basic—pro forma   $ 1.41   $ 1.26   $ 1.13  
   
 
 
 
  Diluted—as reported   $ 1.40   $ 1.25   $ 1.11  
   
 
 
 
  Diluted—pro forma   $ 1.40   $ 1.24   $ 1.10  
   
 
 
 

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  Adjustments for
FIN 46

 
 
  (in thousands)

 
Other assets   $ 464  
Trust Preferred securities     (15,000 )
Junior subordinated debentures     15,464  

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2.     Investment Securities

        Following is a comparison of the amortized cost and approximate fair value of investment securities for the years ended December 31, 2003 and December 31, 2002:

 
  Amortized
Cost

  Gross
Unrealized
Gains

  Gross
Unrealized
Losses

  Fair Value
(Carrying
Amount)

 
  (In thousands)

December 31, 2003:                        
Securities available for sale:                        
U.S. Government agencies   $ 58,666   $ 613   $ (354 ) $ 58,925
U.S. Government agency collateralized mortgage obligations     54     0     0     54
Obligations of state and political subdivisions     2,613     201     0     2,814
Other investment securities     21,646     421     (125 )   21,942
   
 
 
 
  Total securities available for sale   $ 82,979   $ 1,235   ($ 479 ) $ 83,735
   
 
 
 

December 31, 2002:

 

 

 

 

 

 

 

 

 

 

 

 
Securities available for sale:                        
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 investment securities     36,158     5     (21 )   36,142
   
 
 
 
  Total securities available for sale   $ 102,831   $ 1,757   ($ 21 ) $ 104,567
   
 
 
 

        Included in other investment securities at December 31, 2003 is a short-term government securities mutual fund totaling $7.9 million, a commercial asset-backed trust totaling $5.6 million, and Trust Preferred securities pools totaling $8.4 million. Included in other debt securities at December 31, 2002 is a short-term government securities mutual fund totaling $10.0 million, a money market mutual fund totaling $23.0 million, and a Trust Preferred securities pool totaling $3.1 million. The commercial asset-backed trust consists of fixed and floating rate commercial and multifamily mortgage loans. 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.

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        The following summarizes temporarily impaired investment securities at December 31, 2003:

 
  Less than 12 Months
  12 Months or More
  Total
 
 
  Fair Value
(Carrying
Amount)

  Unrealized
Losses

  Fair Value
(Carrying
Amount)

  Unrealized
Losses

  Fair Value
(Carrying
Amount)

  Unrealized
Losses

 
 
  (In thousands)

 
December 31, 2003:                                      
Securities available for sale:                                      
U.S. Government agencies   $ 31,836   $ (354 ) $ 0   $ 0   $ 31,836   $ (354 )
U.S. Government agency collateralized mortgage Obligations     0     0     0     0     0     0  
Obligations of state and political subdivisions     0     0     0     0     0     0  
Other investment securities     12,874     (125 )   0     0     12,874     (125 )
   
 
 
 
 
 
 
Total temporarily impaired securities   $ 44,710   $ (479 ) $ 0   $ 0   $ 44,710   $ (479 )
   
 
 
 
 
 
 

        Temporarily impaired securities at December 31, 2003 are comprised of eleven U.S. government agency securities and two other investment securities with a total weighted average life of 1.7 years. The majority of temporarily impaired securities were purchased during the second half of 2003, and reflect unrealized losses as the result of fluctuating yields during the later part of the year.

        There were gross realized gains on sales of available-for-sale securities totaling $11,000, $509,000, and $770,000 during the years ended December 31, 2003, 2002, and 2001, respectively. There were gross realized losses on available-for-sale securities totaling $69,000 and $24,000 during the years ended December 31, 2003 and 2002, respectively. There were no losses on available-for-sale securities during 2001.

        The amortized cost and fair value of securities available for sale at December 31, 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. Contractual maturities on collateralized mortgage obligations cannot be anticipated due to allowed paydowns.

 
  December 31, 2003
 
  Amortized
Cost

  Fair Value
(Carrying Amount)

 
  (In thousands)

Due in one year or less   $ 8,371   $ 8,303
Due after one year through five years     54,837     54,874
Due after five years through ten years     261     284
Due after ten years     19,456     20,220
Collateralized mortgage obligations     54     54
   
 
    $ 82,979   $ 83,735
   
 

        At December 31, 2003 and 2002, available-for-sale securities with an amortized cost of approximately $61.3 million and $65.0 million (fair value of $61.7 million and $66.7 million) were pledged as collateral for public funds, treasury tax and loan balances, and repurchase agreements.

        The Company had no held-to-maturity or trading securities at December 31, 2003 or 2002.

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3.     Loans

 
  December 31,
 
  2003
  2002
 
  (In thousands)

Commercial and industrial   $ 116,991   $ 117,293
Real estate—mortgage     96,381     100,417
Real estate—construction     97,930     95,024
Agricultural     15,162     16,877
Installment     6,617     7,811
Lease financing     12,581     11,632
   
 
  Total Loans   $ 345,662   $ 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 33.8% of total loans at December 31, 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 27.9% of total loans at December 31, 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.

        Real estate construction loans, representing 28.3% of total loans at December 31, 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 4.4% of total loans at December 31, 2003 and are generally secured by land, equipment, inventory and receivables. Repayment is from the cash flow of the borrower.

        Lease financing loans, representing 3.6% of total loans at December 31, 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 December 31, 2003 or 2002. Nonaccrual loans totaled $18.7 million and $15.4 million at December 31, 2003 and 2002, respectively. There were no remaining undisbursed commitments to extend credit on nonaccrual loans at December 31, 2003. The interest income that would have been earned on nonaccrual loans outstanding at December 31, 2003 in accordance with their original terms is approximately $1.6 million. There was no interest income recorded on such loans during the year ended December 31, 2003.

        The Company has, and expects to have, lending transactions in the ordinary course of its business with directors, officers, principal shareholders and their affiliates. These loans are granted on substantially the same terms, including interest rates and collateral, as those prevailing on comparable transactions with unrelated parties, and do not involve more than the normal risk of collectibility or present unfavorable features.

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        Loans to directors, officers, principal shareholders and their affiliates are summarized below:

 
  December 31,
 
 
  2003
  2002
 
 
  (In thousands)

 
Aggregate amount outstanding, beginning of year   $ 349   $ 3,161  
New loans or advances during year     625     636  
Repayments during year     (359 )   (648 )
Other(1)         (2,800 )
   
 
 
Aggregate amount outstanding, end of year   $ 615   $ 349  
   
 
 
Loan commitments   $ 793   $ 395  
   
 
 

(1)
During 2002, one of the Company's directors resigned from the Board of Directors. This figure represents the removal of their outstanding balances at December 31, 2002.
 
  Years Ended December 31,
 
 
  2003
  2002
  2001
 
 
  (In thousands)

 
Balance, beginning of year   $ 5,556   $ 4,457   $ 3,773  
Provision charged to operations     1,713     1,963     1,733  
Losses charged to allowance     (1,274 )   (933 )   (1,076 )
Recoveries on loans previously charged off     86     69     27  
   
 
 
 
Balance at end-of-period   $ 6,081   $ 5,556   $ 4,457  
   
 
 
 

        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 December 31, 2003 and 2002, the Company's recorded investment in loans for which impairment has been recognized totaled $18.7 million and $15.3 million, respectively. Included in total impaired loans at December 31, 2003 are $7.3 million of impaired loans for which the related specific allowance is $2.3 million, as well as $11.4 million of impaired loans that as a result of write-downs or the fair value of the collateral, did not have a specific allowance. At December 31, 2002, total impaired loans included $8.4 million 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 $18.1 million, $11.3 million and $5.7 million for the years ended December 31, 2003, 2002 and 2001, respectively. 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 year ended December 31, 2003, the Company recognized no income on such loans. For the years ended December 31, 2002 and 2001, the Company recognized $3,000 and $23,000 on such loans, respectively.

        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 December 31, 2003 and 2002 these financial instruments include commitments to extend credit of $140.3 million and $114.2 million, respectively,

F-17



and standby letters of credit of $2.0 million 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.

        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 the Prime rate. 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

 
  December 31,
 
 
  2003
  2002
 
 
  (In thousands)

 
Land   $ 254   $ 254  
Buildings and improvements     4,206     2,312  
Furniture and equipment     6,108     5,465  
   
 
 
      10,568     8,031  
Less accumulated depreciation and amortization     (6,001 )   (5,384 )
   
 
 
Total premises and equipment   $ 4,567   $ 2,647  
   
 
 

        During the second quarter of 2003, two OREO properties totaling $2.7 million were transferred to bank premises to be utilized to enhance bank operations. One of the properties with a carrying value of $923,000 was subsequently sold during the fourth quarter of 2003. The Company's administrative headquarters will be relocated to the second location to provide additional space for current operations and allow for future expansion.

        Total depreciation expense on Company premises and equipment totaled $623,000, $836,000, and $844,000 for the years ended December 31, 2003, 2002 and 2001, respectively, and is included in occupancy expense in the accompanying consolidated statements of income.

5.     Investment in Limited Partnership

        During the fourth quarter of 1997, the Bank purchased a limited interest in a private limited partnership that acquires affordable housing properties in California that generate Low Income Housing Tax Credits under Section 42 of the Internal Revenue Code of 1986, as amended. During 2001 and then again in 2003, the Bank purchased additional limited partnership interests totaling $939,000 and $2.4 million, respectively. Certain properties may also be eligible for state tax credits under various

F-18



sections of the California Revenue and Taxation Code. The Bank's limited partnership investment is accounted for under the equity method. The Bank's noninterest expense associated with the utilization and expiration of these tax credits for the year ended December 31, 2003, 2002 and 2001 was $276,000, $210,000 and $247,000, respectively. The limited partnership investments are expected to generate remaining tax credits of approximately $4.0 million over the life of the investment. The tax credits expire between 2009 and 2014. Tax credits utilized for income tax purposes for the years ended December 31, 2003 and 2002 totaled $355,000 and $392,000, respectively.

6.     Deposits

 
  December 31,
 
  2003
  2002
 
  (In thousands)

Noninterest-bearing deposits   $ 94,597   $ 89,000
Interest-bearing deposits:            
  NOW and money market accounts     120,375     100,199
  Savings accounts     23,691     21,138
  Time deposits:            
    Under $100,000     75,640     85,564
    $100,000 and over     126,141     128,086
   
 
Total interest-bearing deposits     345,847     334,987
   
 
Total deposits   $ 440,444   $ 423,987
   
 

        At December 31, 2003, the scheduled maturities of all certificates of deposit and other time deposits are as follows:

(In thousands

   
One year or less   $ 171,929
More than one year, but less than or equal to two years     19,994
More than two years, but less than or equal to three years     7,756
More than three years, but less than or equal to four years     611
More than four years, but less than or equal to five years     875
More than five years     616
   
    $ 201,781
   

        The Company may occasionally obtain brokered deposits as an additional source of funding. At December 31, 2003, the Company held brokered time deposits totaling $32.4 million with an average rate of 1.47%. Of this balance, $26.8 million is included in time deposits of $100,000 or more, and the remaining $5.6 million is included in time deposits of less than $100,000. Included in brokered time deposits are balances totaling $6.3 million maturing in three to six months, $21.9 million maturing in six to twelve months, and $4.2 million maturing in more than one year.

        Deposits of directors, officers and other related parties to the Bank totaled $4.1 million and $8.1 million at December 31, 2003 and 2002, respectively. The rates paid on these deposits were those customarily paid to the Bank's customers in the normal course of business.

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7.     Short-term Borrowings/Other Borrowings

        The Company had collateralized and uncollateralized lines of credit with the Federal Reserve Bank of San Francisco and other correspondent banks aggregating $130.6 million, as well as Federal Home Loan Bank ("FHLB") lines of credit totaling $31.8 million at December 31, 2003. At December 31, 2003, the Company had no advances on its lines of credit. 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 and certain qualifying mortgage loans. As of December 31, 2003, $51.6 million in real estate-secured loans were pledged as collateral for FHLB advances. Additionally, $150.1 million in real estate-secured loans were pledged at December 31, 2003 as collateral for unused borrowing lines with the Federal Reserve Bank totaling $112.6 million. 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 aggregating $157.5 million, as well as FHLB lines of credit totaling $36.7 million at December 31, 2002. The Company had outstanding FHLB advances of $35.4 million at December 31, 2002.

        The table below provides further detail of the Company's repurchase agreements and FHLB advances for the years ended December 31, 2003 and 2002:

 
  December 31,
 
 
  2003
  2002
 
 
  (Dollars in thousands)

 
Outstanding:              
  Average for the period—Repos   $ 0   $ 218  
  Average for the period—FHLB advances   $ 11,973   $ 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     4.18 %   4.24 %
  Average at period end—Repos     %   0.00 %
  Average at period end—FHLB advances     %   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 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 $345,000 at December 31, 2003.

8.     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

F-20



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. The remainder was utilized by the Company for general corporate purposes. Under applicable regulatory guidelines, the Company expects that 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 have been deferred and will be amortized over the 30-year life of the securities. Interest expense on the Trust Preferred Securities totaled $767,000 and $883,000, and amortization expense totaled $17,000 for both the years ended December 31, 2003 and 2002.

9.     Taxes on Income

        The tax effects of significant items comprising the Company's net deferred tax assets (liabilities) are as follows:

 
  December 31,
 
 
  2003
  2002
 
 
  (In thousands)

 
Deferred tax assets:              
  Credit losses not currently deductible   $ 2,213   $ 1,912  
  State franchise tax     448     36  
  Deferred compensation     443     395  
  Amortization of core deposit intangible     190     161  
  Depreciation     109     60  
  OREO write-down     220     0  
  Unrealized holding gain on interest rate swap     200     0  
  Other     18     86  
   
 
 
Total deferred tax assets     3,841     2,650  
Deferred tax liabilities:              
  Depreciation          
  FHLB dividend     (119 )   (125 )
  Unrealized holding gain on AFS securities     (302 )   (693 )
  Prepaid expenses     (285 )   (194 )
   
 
 
Total deferred tax liabilities     (706 )   (1,012 )
   
 
 
Net deferred tax assets   $ 3,135   $ 1,638  
   
 
 

F-21


 
  Federal
  State
  Total
 
 
  (In thousands)

 
2003:                    
Current   $ 4,255   $ 1,313   $ 5,568  
Deferred     (734 )   (170 )   (904 )
   
 
 
 
    $ 3,521   $ 1,143   $ 4,664  
   
 
 
 

2002:

 

 

 

 

 

 

 

 

 

 
Current   $ 3,332   $ 107   $ 3,439  
Deferred     (212 )   (315 )   (527 )
   
 
 
 
    $ 3,120   $ (208 ) $ 2,912  
   
 
 
 

2001:

 

 

 

 

 

 

 

 

 

 
Current   $ 2,728   $ 796   $ 3,524  
Deferred     (266 )   (73 )   (339 )
   
 
 
 
    $ 2,462   $ 723   $ 3,185  
   
 
 
 

        A reconciliation of the statutory federal income tax rate to the effective income tax rate is as follows:

 
  Years Ended December 31,
 
 
  2003
  2002
  2001
 
Statutory federal income tax rate   34.0 % 34.0 % 34.0 %
State franchise tax, net of federal income tax benefit   7.2   1.0   7.2  
Tax exempt interest income   (1.0 ) (1.2 ) (1.4 )
Low Income Housing—federal credits   (3.8 ) (3.7 ) (4.3 )
Other   1.3   (0.2 ) (1.6 )
   
 
 
 
    37.7 % 29.9 % 33.9 %
   
 
 
 

        The change in the effective rate for the State franchise tax, net of federal income tax benefit, during 2002 was the result of state tax benefits related the Company's subsidiary Real Estate Investment Trust ("REIT") subsidiary. The REIT was formed effective December 31, 2001 and based on a tax opinion letter provided to the Company state tax benefits were recognized for the year ended December 31, 2002.

        On December 31, 2003 the California Franchise Tax Board (FTB) announced certain tax transactions related to real estate investment trusts (REITs) and regulated investment companies (RICs) will be disallowed pursuant to Senate Bill 614 and Assembly Bill 1601, which were signed into law in the 4th quarter of 2003. As a result, the Company reversed related net state tax benefits recorded in the first three quarters of 2003 and took no such benefit in the 4th quarter.

        The Company continues to review the information available from the FTB and its financial advisors and believe that the Company's position has merit. The Company will pursue its tax claims and defend its use of these entities and transactions. At this time, the Company cannot predict what the ultimate outcome will be; however, management believes it is not probable that these benefits will be reversed for the year ended December 31, 2002.

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10.   Stock Options

        Options have been granted to officers and key employees at an exercise price equal to estimated fair values at the date of grant as determined by the Board of Directors. During 1995, the Board of Directors and shareholders of the Company approved the adoption of the 1995 Stock Option Plan. The 1987 Plan was terminated as to the granting of additional options under that plan, and all remaining options under that plan were exercised by December 31, 2000. The options granted under the 1995 Stock Option Plan are exercisable 20% each year commencing one year after the date of grant and expire ten years after the date of grant. The maximum number of shares which can be granted under the 1995 Plan is 690,000. A total of 130,000 shares remain reserved under the 1995 Stock Option Plan.

        Options outstanding, exercisable, exercised and forfeited are as follows:

 
  1995
Plan

  Weighted
Average
Exercise Price

Options outstanding January 31, 2001   348,430   $ 9.11
  Granted during the year   30,000   $ 17.50
  Exercised during the year   (104,830 ) $ 7.69
   
 

Options outstanding December 31, 2001

 

273,600

 

$

10.57
  Exercised during the year   (58,800 ) $ 7.08
  Canceled or expired during the year   (3,000 ) $ 5.21
   
 

Options outstanding December 31, 2002

 

211,800

 

$

11.62
  Exercised during the year   (123,800 ) $ 10.45
  Canceled or expired during the year   (5,000 ) $ 17.50
   
 
Options outstanding December 31, 2003   83,000   $ 13.01
   
 

        Included in total outstanding options at December 31, 2003, are 66,000 exercisable shares under the 1995 plan, at a weighted average price of $11.87. Included in total outstanding options at December 31, 2002, are 184,800 exercisable shares under the 1995 plan, at a weighted average price of $10.77.

        Additional information regarding options as of December 31, 2003 is as follows:

Options Outstanding
  Options Exercisable
Range of
Exercise Prices

  Number
Outstanding

  Weighted Avg
Remaining
Contract Life(yrs)

  Weighted Avg
Exercise Price

  Number
Exercisable

  Weighted Avg
Exercise Price

$ 11.33   60,000   3.6   $ 11.33   60,000   $ 11.33
$ 17.00 to $17.50   23,000   7.1   $ 17.39   6,000   $ 17.25
     
           
     
    Total   83,000             66,000      
     
           
     

        As discussed in Note 1, the Company continues to account for its stock-based awards using the intrinsic value method in accordance with Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees" and its related interpretations. Accordingly, no compensation expense has been recognized in the financial statements for employee stock arrangements.

        Statement of Financial Accounting Standards ("SFAS") No. 148, "Accounting for Stock-Based Compensation—Transition and Disclosure an amendment of FASB Statement No. 123", requires the disclosure of pro forma net income and earnings per share. Under SFAS 148, the fair value of stock-based awards to employees is calculated through the use of option pricing models, even though such models were developed to estimate fair value of freely tradable, fully transferable options without

F-23



vesting restrictions, which significantly differ from the Company's stock option awards. These models also require subjective assumptions, including future stock price volatility and expected time to exercise, which greatly affect the calculated values. The Company's calculations were made using the Black-Scholes option pricing model with the following weighted average assumptions for expected life: 60 months following vesting for 2001, 24 months following vesting for 2000, 77 months following vesting for 1997, and 64 months following vesting for 1996 and 1995. Assumptions for stock volatility were 12.41% in 2001 and 2000, 15.88% in 1997, 7.08% in 1996 and 6.59% in 1995. Risk free interest rates used were 5.1% in 2001, 6.0% in 2000, 6.2% in 1997, 6.9% in 1996 and 6.4% in 1995. Expected dividends range from 1.7% to 3.8% during the expected term of the options. See Note 1 for pro forma net income calculations pursuant to SFAS No. 148.

11.   Employee Benefit Plans

        The Company has an Employee Stock Ownership Plan and Trust, (the "ESOP"), designed to enable eligible employees to acquire shares of common stock. ESOP eligibility is based upon length of service requirements. The Bank contributes cash to the ESOP in an amount determined at the discretion of the Board of Directors. The trustee of the ESOP uses such contribution to purchase shares of common stock currently outstanding, or to repay debt on the leveraged portion of the ESOP. The shares of stock purchased by the trustee are allocated to the accounts of the employees participating in the ESOP on the basis of total relative compensation. Employer contributions vest over a period of six years.

        During June of 2000, the Company's Employee Stock Ownership Plan ("ESOP") established an unsecured five-year variable-rate line of credit ("the loan") in the amount of $1.0 million for the purpose of purchasing common stock of the Company. The loan is with a correspondent bank and is guaranteed by the plan's sponsor, United Security Bancshares.

        The ESOP used the proceeds of the loan to acquire shares of the Company's common stock which will be held in a suspense account by the ESOP. At the end of each year, shares will be released for allocation to the accounts of the individual ESOP participants in proportion to the principal and interest paid on the loan during the year. The ESOP loan is recorded as a liability of the Company and the unreleased shares purchased with the loan are reported as unearned ESOP shares in shareholders' equity. Unreleased shares are not recognized as outstanding for earnings per share and capital computations. Dividends on unallocated ESOP shares will be used to pay debt service on the ESOP loan and, as such, are recorded as a reduction of debt and accrued interest. Dividends on unallocated ESOP shares used to pay debt service on the ESOP loan amounted to $22,000, $28,000 and $29,000 for the years ended December 31, 2003, 2002 and 2001, respectively.

        No ESOP shares were purchased during 2003 or 2002. During the year ended December 31, 2001, the ESOP purchased 23,185 shares of common stock on the open market under the revolving line of credit for a total cost of $399,000 (average cost of $17.20 per share). During the year ended December 31, 2000, the leveraged ESOP purchased 46,861 shares of common stock on the open market for a total cost of $817,000 (average cost of $17.43 per share), and purchased an additional 8,126 shares prior to June 2000 when the Company leveraged its ESOP Plan. Compensation expense totaled $282,000, $273,000 and $246,000 for the years ended December 31, 2003, 2002 and 2001, respectively. Interest expense incurred on the ESOP loan totaled $26,000, $45,000 and $88,000 for the years ended December 31, 2003, 2002 and 2001, respectively.

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        Allocated, committed-to-be-released, and unallocated ESOP shares as of December 31, 2003, 2002 and 2001 were as follows:

 
  2003
  2002
  2001
Allocated     128,307     111,857     103,035
Committed-to-be-released     16,692     15,585     11,952
Unallocated     18,075     34,767     50,352
   
 
 
Total ESOP shares     163,074     162,209     165,339
   
 
 
Fair value of unreleased shares   $ 493,086   $ 620,591   $ 855,984
   
 
 

        The Company has a Cash or Deferred 401(k) Stock Ownership Plan (the "401(k) Plan") organized under Section 401(k) of the Code. All employees of the Company are initially eligible to participate in the 401(k) Plan upon the first day of the month after date of hire. Under the terms of the plan, the participants may elect to make contributions to the 401(k) Plan as determined by the Board of Directors. Participants are automatically vested 100% in all employee contributions. Participants may direct the investment of their contributions to the 401(k) Plan in any of several authorized investment vehicles. The Company contributes funds to the Plan up to 5% of the employees' eligible annual compensation. Company contributions are subject to certain vesting requirements over a period of six years. Contributions made by the Company are invested in Company stock. During 2003, 2002 and 2001, the Company contributed a total of $170,000, $161,000, and $139,000, respectively, to the Deferral Plan.

        The Company has established a non-qualified Salary Continuation Plan for five of the Company's key employees, which provides additional compensation benefits upon retirement for a period of 15 years. Future compensation under the Plan is earned by the employees for services rendered through retirement and vests over a period of 12 years. The Company accrues for the salary continuation liability based on anticipated years of service and vesting schedules provided under the Plan. At December 31, 2003 and 2002, $1.1 million and $881,000, respectively, had been accrued to date and is included in other liabilities. In connection with the implementation of the Salary Continuation Plans, the Company purchased single premium universal life insurance policies on the life of each of the key employees covered under the Plan. The Company is the owner and beneficiary of these insurance policies. The cash surrender value of the policies was $2.6 million and $2.5 million at December 31, 2003 and 2002, respectively. The assets of the Plan, under Internal Revenue Service regulations, are the property of the Company and are available to satisfy the Company's general creditors.

12.   Commitments and Contingent Liabilities

        Lease Commitments:    The Company leases land and premises for its branch banking offices and administration facilities. The initial terms of these leases expire at various dates through 2015. Under the provisions of most of these leases, the Company has the option to extend the leases beyond their original terms at rental rates adjusted for changes reported in certain economic indices or as reflected by market conditions. The total expense on land and premises leased under operating leases was $275,000, $267,000, and $247,000 during 2003, 2002, and 2001, respectively.

F-25



        Future minimum rental commitments under existing leases as of December 31, 2003 are as follows:

(In thousands):

   
  2004   $ 204
  2005     200
  2006     140
  2007     114
  2008     110
Thereafter     693
   
    $ 1,461
   

        Financial Instruments with Off-Balance Sheet Risk:    The Company is party to financial instruments with off-balance sheet risk which arise in the normal course of business. These instruments may contain elements of credit risk, interest rate risk and liquidity risk, and include commitments to extend credit and standby letters of credit. The credit risk associated with these instruments is essentially the same as that involved in extending credit to customers and is represented by the contractual amount indicated in the table below:

 
  2003
  2002
 
  (in thousands)

Commitments to extend credit   $ 140,256   $ 114,153
Standby letters of credit     2,036     814

        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 the Prime rate, and most have fixed expiration dates. The Company evaluates each customer's creditworthiness on a case-by-case basis, and 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. Many of the commitments are expected to expire without being drawn upon and, as a result, the total commitment amounts do not necessarily represent future cash requirements of the Company.

        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. The Company's letters of credit a short-term guarantees and have terms from less than one month to approximately 2.5 years. At December 31, 2003, the maximum potential amount of future undiscounted payments the Company could be required to make under outstanding standby letters of credit totaled $2.0 million.

13.   Financial Instruments Fair Value Disclosure

        The following summary disclosures are made in accordance with the provisions of Statement of Financial Accounting Standards No. 107, "Disclosures About Fair Value of Financial Instruments," which requires the disclosure of fair value information about both on- and off- balance sheet financial instruments where it is practicable to estimate that value. Fair value is defined in SFAS No. 107 as the amount at which an instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. It is not the Company's intent to enter into such exchanges.

        In cases where quoted market prices were not available, fair values were estimated using present value or other valuation methods, as described below. The use of different assumptions (e.g., discount rates and cash flow estimates) and estimation methods could have a significant effect on fair value amounts. Accordingly, the estimates presented herein are not necessarily indicative of the amounts the

F-26



Company could realize in a current market exchange. Because SFAS No. 107 excludes certain financial instruments and all non-financial instruments from its disclosure requirements, any aggregation of the fair value amounts presented would not represent the underlying value of the Company.

 
  December 31, 2003
  December 31, 2002
 
  Carrying
Amount

  Estimated
Fair
Value

  Carrying
Amount

  Estimated
Fair
Value

 
  (In thousands)

Financial Assets:                        
  Cash and cash equivalents   $ 48,590   $ 48,590   $ 31,485   $ 31,485
  Interest-bearing deposits     7,212     7,745     9,449     9,518
  Investment securities     83,735     83,735     104,567     104,567
  Loans, net     344,797     344,706     348,598     349,143
  Interest rate swap contracts     (424 )   (424 )      
Financial Liabilities:                        
  Deposits     440,444     439,413     423,987     422,398
  Borrowings     345     348     36,050     35,396
  Trust Preferred Securities     15,000     14,999     15,000     14,995

        The following methods and assumptions were used in estimating the fair values of financial instruments:

        Cash and Cash Equivalents—The carrying amounts reported in the balance sheets for cash and cash equivalents approximate their estimated fair values.

        Interest-bearing Deposits—Interest bearing deposits in other banks consist of fixed-rate certificates of deposits. Accordingly, fair value has been estimated based upon interest rates currently being offered on deposits with similar characteristics and maturities.

        Investments—Fair values for investment securities, including collateralized mortgage obligations, are based on quoted market prices.

        Loans—Fair values of variable rate loans, which reprice frequently and with no significant change in credit risk, are based on carrying values. Fair values for all other loans are estimated using discounted cash flows over their remaining maturities, using interest rates at which similar loans would currently be offered to borrowers with similar credit ratings and for the same remaining maturities.

        Deposits—In accordance with SFAS No. 107, fair values for transaction and savings accounts are equal to the respective amounts payable on demand at December 31, 2003 and 2002 (i.e., carrying amounts). The Company believes that the fair value of these deposits is clearly greater than that prescribed by SFAS No. 107. Fair values of fixed-maturity certificates of deposit were estimated using the rates currently offered for deposits with similar remaining maturities.

        Borrowings—Borrowings consist of federal funds sold, securities sold under agreements to repurchase, and other short-term borrowings. Fair values of borrowings were estimated using the rates currently offered for borrowings with similar remaining maturities.

        Trust Preferred Securities—Trust preferred securities reprice semiannually. Consequently, fair values were estimated using the rates currently offered for borrowings with similar remaining repricing characteristics.

        Off-balance sheet Instruments—Off-balance sheet instruments consist of commitments to extend credit, credit card arrangements, standby letters of credit and derivative contracts. The contract amounts of commitments to extend credit and standby letters of credit are disclosed in Note 12. Fair

F-27



values of commitments to extend credit are estimated using the interest rate currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the present counterparties' credit standing. There was no material difference between the contractual amount and the estimated value of commitments to extend credit at December 31, 2003 and 2002.

        Fair values of standby letters of credit are based on fees currently charged for similar agreements. At December 31, 2002, these commitments were not reflected on the consolidated balance sheet. As discussed in Note 1 to the consolidated financial statements, FIN 45 became effective for all guarantees issued or modified subsequent to December 31, 2002, and required the fair value of such commitments be recorded after that date. The fair value of commitments generally approximates the fees received from the customer for issuing such commitments. These fees are deferred and recognized over the term of the commitment, and are not material to the Company's consolidated balance sheet.

        The Company records interest rate swap contracts at fair value on the balance sheet. The fair value of interest rate swap contracts is based on the discounted net present value of the swap using third party dealer quotes.

14.   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.

        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% of Tier 1 capital to

F-28



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.

 
  Actual
  For Capital
Adequacy Purposes

  To Be Well
Capitalized Under
Prompt Corrective
Action Provisions

 
 
  Amount
  Ratio
  Amount
  Ratio
  Amount
  Ratio
 
 
  (In thousands)

 
As of December 31, 2003 (Company):                                
  Total Capital (to Risk Weighted Assets)   $ 56,645   14.02 % $ 36,010   8.00 % $ 45,012   10.00 %
  Tier 1 Capital (to Risk Weighted Assets)     63,116   12.58 %   18,005   4.00 %   27,007   6.00 %
  Tier 1 Capital (to Average Assets)     63,116   11.14 %   15,260   3.00 %   25,043   5.00 %
As of December 31, 2003 (Bank):                                
  Total Capital (to Risk Weighted Assets)   $ 55,563   15.41 % $ 31,403   8.00 % $ 39,254   10.00 %
  Tier 1 Capital (to Risk Weighted Assets)     60,484   14.15 %   15,702   4.00 %   23,552   6.00 %
  Tier 1 Capital (to Average Assets)     60,484   10.92 %   15,264   3.00 %   25,440   5.00 %
As of December 31, 2002—(Company):                                
  Total Capital (to Risk Weighted Assets)   $ 57,735   13.08 % $ 35,302   8.00 % $ 44,127   10.00 %
  Tier 1 Capital (to Risk Weighted Assets)     49,625   11.25 %   17,651   4.00 %   26,476   6.00 %
  Tier 1 Capital (to Average Assets)     49,625   9.40 %   15,832   3.00 %   26,386   5.00 %
As of December 31, 2002—(Bank):                                
  Total Capital (to Risk Weighted Assets)   $ 55,593   12.65 % $ 35,159   8.00 % $ 43,948   10.00 %
  Tier 1 Capital (to Risk Weighted Assets)     50,099   11.40 %   17,579   4.00 %   26,369   6.00 %
  Tier 1 Capital (to Average Assets)     50,099   9.52 %   15,785   3.00 %   26,308   5.00 %

        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. Management believes, as of December 31, 2003, that the Company and the Bank meet all capital adequacy requirements to which they are subject.

        As of December 31, 2003 and 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 qualifies as Tier 1 capital up to 25% of Tier 1 capital. Any additional portion of Trust Preferred Securities qualifies as Tier 2 capital.

        Dividends—Subsequent to the Reorganization on June 12, 2001, dividends paid to shareholders will be 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 December 31, 2003, the Company received $3.3 million in cash dividends from the Bank, from which the Company has declared or paid $3.2 million in dividends to shareholders.

F-29



        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. As of December 31, 2003, approximately $8.9 million was available to the Bank for cash dividend distributions without prior approval. Year-to-date, the Bank has paid dividends of $3.3 million to the Company.

        Cash Restrictions—The Bank is required to maintain average reserve balances with the Federal Reserve Bank. At December 31, 2003, the Bank's qualifying balance with the Federal Reserve Bank was $7.1 million consisting of vault cash and balances.

15.   Supplemental Cash Flow Disclosures

 
  Years Ended December 31,
 
  2003
  2002
  2001
 
  (In thousands)

Cash paid during the period for:                  
  Interest   $ 7,663   $ 10,764   $ 13,385
  Income Taxes     4,019     3,237     3,943
Noncash investing activities:                  
  Loans transferred to foreclosed property     1,554     5,113     2,980
  Dividends declared not paid     802     710     625

16.   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:

 
  Years Ended December 31,
 
 
  2003
  2002
  2001
 
 
  (In thousands, except earnings per
share data)

 
Net income available to common shareholders   $ 7,706   $ 6,833   $ 6,193  
   
 
 
 
Weighted average shares issued     5,487     5,444     5,499  
  Less: unearned ESOP shares     (27 )   (43 )   (55 )
   
 
 
 
Weighted average shares outstanding     5,460     5,401     5,444  
  Add: dilutive effect of stock options     52     86     120  
   
 
 
 
Weighted average shares outstanding adjusted for potential dilution     5,512     5,487     5,564  
   
 
 
 
Basic earnings per share   $ 1.41   $ 1.27   $ 1.14  
   
 
 
 
Diluted earnings per share   $ 1.40   $ 1.25   $ 1.11  
   
 
 
 

F-30


17.   Other Comprehensive Income

        The following table provides a reconciliation of the amounts included in comprehensive income:

 
  Years Ended December 31
 
 
  2003
  2002
  2001
 
 
  (In thousands)

 
Unrealized (loss) gain on available-for-sale securities:                    
  Unrealized (loss) gain on sale securities—net income tax (benefit) of $(415), $815, and $157   $ (623 ) $ 1,222   $ (235 )
  Less: Reclassification adjustment for loss (gain) on sale of available-for-sale securities included in net income—                    
    Net income tax (benefit) of $(23), $194, and $307     35     (292 )   (461 )
   
 
 
 
Net unrealized (loss) gain on available-for-sale securities—net income tax (benefit) of $(392), $620, and $(150)   $ (588 ) $ 930   $ (226 )
   
 
 
 
Unrealized loss on interest rate swaps:                    
  Unrealized losses arising during period—net income tax benefit of $201   $ (301 )        
  Less: reclassification adjustments to interest income     (123 )        
   
 
 
 
    Net change in unrealized loss on interest rate swaps—net of income tax benefit $201   $ (424 )        
   
 
 
 

18.   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 remaining notional value of $23.1 million and a duration of approximately 3.5 years. As of December 31, 2003, the maximum length of time over which the Company is hedging its exposure to the variability of future cash flows is approximately four and one half years. As of December 31, 2003, the loss amounts in accumulated other comprehensive income associated with these cash flows totaled $424,000 (net of tax benefit of $201,000). During the year ended December 31, 2003, $123,000 was reclassified from other accumulated comprehensive income into earnings. As of December 31, 2003, the amounts in accumulated OCI associated with these cash flows that are expected to be reclassified into interest income within the next 12 months total $198,000.

F-31



19.   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 years ended December 31, 2003, 2002 and 2001, the Company repurchased 34,961, 64,676 and 115,786 shares for a total of $691,000, $1.1 million and $1.9 million, respectively. The repurchased shares were subsequently retired.

20.   Parent Company Only Financial Statements

        The following are the condensed financial statements of United Security Bancshares and should be read in conjunction with the consolidated financial statements:

United Security Bancshares—(parent only)
Balance Sheet—December 31, 2003 and 2002

 
  2003
  2002
 
 
  (In thousands)

 
Assets              
  Cash and equivalents   $ 1,513   $ 1,283  
  Investment in bank subsidiary     57,665     53,441  
  Investment in nonbank entity     1,500     1,500  
  Other assets     457     471  
   
 
 
Total assets   $ 61,135   $ 56,695  
   
 
 

Liabilities & Shareholders' Equity

 

 

 

 

 

 

 
Liabilities:              
  Junior subordinated debt securities   $ 15,000   $ 15,000  
  Accrued interest payable     327     374  
  Other liabilities     772     760  
   
 
 
Total liabilities     16,099     16,134  

Shareholders' Equity:

 

 

 

 

 

 

 
  Common stock, no par value 10,000,000 shares authorized, 5,512,538 and 5,406,666 issued and outstanding, in 2003 and 2002     18,227     17,553  
  Retained earnings     27,093     22,576  
  Unearned ESOP shares     (313 )   (609 )
  Accumulated other comprehensive income     29     1,041  
   
 
 
    Total shareholders' equity     45,036     40,561  
   
 
 
Total liabilities and shareholders' equity   $ 61,135   $ 56,695  
   
 
 

F-32


United Security Bancshares—(parent only)
Income Statement

 
  Years Ended December 31,
 
 
  2003
  2002
 
 
  (In thousands)

 
Income              
  Dividends from subsidiaries   $ 3,300   $ 4,385  
  Other income     124     150  
   
 
 
    Total income     3,424     4,535  
Expense              
  Interest expense     784     899  
  Other expense     232     233  
   
 
 
    Total expense     1,016     1,132  
   
 
 
Income before taxes and equity in undistributed income of subsidiary     2,408     3,403  
  Income tax benefit     (367 )   (308 )
  Equity in undistributed income of subsidiary     4,931     3,122  
   
 
 
Net Income   $ 7,706   $ 6,833  
   
 
 

F-33


United Security Bancshares—(parent only)
Statement of Cash Flows

 
  Years Ended December 31,
 
 
  2003
  2002
 
 
  (In thousands)

 
Cash Flows From Operating Activities              
  Net income   $ 7,706   $ 6,833  
  Adjustments to reconcile net earnings to cash provided by operating activities:              
  Equity in undistributed income of subsidiaries     (4,931 )   (3,122 )
  Amortization of issuance costs     17     17  
  Net change in other liabilities     (66 )   242  
   
 
 
    Net cash provided by operating activities     2,726     3,970  

Cash Flows From Investing Activities

 

 

 

 

 

 

 
  Capital contribution to subsidiary     0     0  
  Investment in nonbank entity     0     0  
   
 
 
    Net cash used in investing activities     0     0  
Cash Flows From Financing Activities              
  Proceeds from stock options exercised     1,293     416  
  Repurchase and retirement of common stock     (691 )   (1,107 )
  Payment of dividends on common stock     (3,098 )   (2,755 )
   
 
 
    Net cash provided by financing activities     (2,496 )   (3,446 )

Net increase in cash and cash equivalents

 

 

230

 

 

524

 
Cash and cash equivalents at beginning of period     1,283     759  
   
 
 
Cash and cash equivalents at end of period   $ 1,513   $ 1,283  
   
 
 

Supplemental cash flow disclosures

 

 

 

 

 

 

 
Noncash financing activities:              
  Dividends declared not paid   $ 802   $ 710  
   
 
 

F-34


21.   Quarterly Financial Data (unaudited)

        Selected quarterly financial data for the years ended December 31, 2003 and 2002 are presented below:

 
  2003
  2002
 
  4th
  3rd
  2nd
  1st
  4th
  3rd
  2nd
  1st
 
  (In thousands except per share data)

Interest income   $ 6,819   $ 6,987   $ 6,365   $ 6,756   $ 7,263   $ 7,413   $ 7,196   $ 6,844
Interest expense     1,579     1,630     1,873     2,178     3,310     2,796     2,697     2,713
   
 
 
 
 
 
 
 
  Net interest income     5,240     5,357     4,492     4,578     3,953     4,617     4,499     4,131
Provision for credit losses     841     371     256     245     774     325     244     620
(Loss) gain on sale of securities     (34 )   0     (24 )   0     509     (2 )   (22 )   0
Other noninterest income     1,402     2,304     1,515     1,108     1,150     1,315     1,099     1,319
Noninterest expense     2,813     3,477     2,718     2,847     2,654     2,928     2,583     2,695
   
 
 
 
 
 
 
 
  Income before income tax expense     2,954     3,813     3,009     2,594     2,184     2,677     2,749     2,135
Income tax expense     1,753     1,165     886     860     664     801     828     619
   
 
 
 
 
 
 
 
  Net income   $ 1,201   $ 2,648   $ 2,123   $ 1,734   $ 1,520   $ 1,876   $ 1,921   $ 1,516
   
 
 
 
 
 
 
 
Net income per share:                                                
  Basic   $ 0.22   $ 0.49   $ 0.39   $ 0.32   $ 0.28   $ 0.35   $ 0.36   $ 0.28
   
 
 
 
 
 
 
 
  Diluted   $ 0.22   $ 0.48   $ 0.39   $ 0.32   $ 0.28   $ 0.34   $ 0.35   $ 0.28
   
 
 
 
 
 
 
 
Dividends declared per share   $ 0.145   $ 0.145   $ 0.145   $ 0.145   $ 0.13   $ 0.13   $ 0.13   $ 0.13
   
 
 
 
 
 
 
 
Average shares outstanding
For net income per share:
                                               
  Basic     5,460     5,443     5,432     5,424     5,401     5,397     5,382     5,387
   
 
 
 
 
 
 
 
  Diluted     5,512     5,498     5,494     5,484     5,487     5,488     5,483     5,487
   
 
 
 
 
 
 
 

22.   Proposed Merger

        On December 11, 2003, United Security Bancshares announced that it has entered into a definitive Agreement and Plan of Reorganization and Merger with Taft National Bank pursuant to which Taft National Bank will merge into United Security Bancshares. Taft National Bank operates branch offices in Taft and Bakersfield serving small business and retail banking clients. As of September 30, 2003, Taft National Bank had total assets of $52 million and deposits of $47 million. Upon completion of the merger, Taft National Bank branches will operate as branches of United Security Bank, a wholly owned subsidiary of United Security Bancshares.

        In the merger, United Security Bancshares ("USB") will issue shares of its stock in a tax-free exchange for all of the Taft National Bank shares. The value of the merger will vary depending on the market price of USB stock at the time of the merger closing. The merger, which will be accounted for as a purchase transaction, is expected to be completed late in the first quarter or early in the second quarter of 2004. The merger is subject to certain conditions, including the approval of the shareholders of Taft National Bank and regulatory approval. Upon consummation of the merger, former Taft National Bank shareholders will own approximately 4.2% of United Security Bancshares outstanding shares.

F-35




INDEPENDENT AUDITORS' REPORT

Board of Directors and Shareholders
Taft National Bank

        We have audited the accompanying balance sheets of Taft National Bank as of December 31, 2003 and 2002, and the related statements of operations, changes in stockholders' equity, and cash flows for the years then ended. These financial statements are the responsibility of the Bank's management. Our responsibility is to express an opinion on these financial statements based on our audits.

        We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Taft National Bank as of December 31, 2003 and 2002, and the results of its operations, and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

VAVRINEK, TRINE, DAY & CO., LLP

Laguna Hills, California
January 8, 2004

F-36



TAFT NATIONAL BANK

BALANCE SHEETS

December 31, 2003 and 2002

 
  2003
  2002
 
ASSETS              
  Cash and Due from Banks   $ 5,692,424   $ 4,098,872  
  Federal Funds Sold     1,055,000     9,340,000  
   
 
 
      Total Cash and Cash Equivalents     6,747,424     13,438,872  
  Time Deposits—Other Financial Institutions     1,192,552     1,093,251  
  Investment Securities Available for Sale     12,846,747     5,344,395  
  Loans, Net of Deferred Loan Fees     27,448,820     31,140,153  
  Allowance for Loan Losses     (911,265 )   (1,251,569 )
   
 
 
      Net Loans     26,537,555     29,888,584  
  Bank Premises and Equipment, net     1,357,729     1,512,278  
  Other Real Estate Owned         28,214  
  Cash Surrender Value of Life Insurance     692,137     673,176  
  Federal Reserve Bank Stock, at cost     63,900     63,900  
  Accrued Interest Receivable and Other Assets     955,356     883,751  
   
 
 
      Total Assets   $ 50,393,400   $ 52,926,421  
   
 
 
LIABILITIES AND STOCKHOLDERS' EQUITY              
  Deposits:              
    Noninterest-Bearing Demand Deposits   $ 20,621,366   $ 18,844,316  
    Money Market, NOW, and Savings     19,659,382     19,165,943  
    Time Deposits Under $100,000     2,009,198     4,130,685  
    Time Deposits $100,000 and Over     3,483,756     6,237,567  
   
 
 
      Total Deposits     45,773,702     48,378,511  
Accrued Interest Payable and Other Liabilities     564,102     606,154  
Long-term Debt     500,000     500,000  
   
 
 
      Total Liabilities     46,837,804     49,484,665  
Commitments—Notes 4 and 8          
Stockholders' Equity:              
  Common Stock—$4 Par Value; Authorized 750,000 Shares; Issued and Outstanding, 267,481 Shares     1,070,000     1,070,000  
  Additional Paid-In Capital     1,058,453     1,058,453  
  Retained Earnings     1,483,846     1,287,113  
  Accumulated Other Comprehensive Income—Net Unrealized gains on available-for-sale securities, net of taxes of $39,000 in 2003 and $18,200 in 2002     (56,703 )   26,190  
   
 
 
      Total Stockholders' Equity     3,555,596     3,441,756  
   
 
 
        Total Liabilities and Stockholders' Equity   $ 50,393,400   $ 52,926,421  
   
 
 

The accompanying notes are an integral part of these financial statements.

F-37



TAFT NATIONAL BANK

STATEMENTS OF OPERATIONS

For the Years Ended December 31, 2003 and 2002

 
  2003
  2002
 
Interest Income              
  Interest and Fees on Loans   $ 2,165,009   $ 2,480,577  
  Interest on Investment Securities     219,096     257,574  
  Other Interest Income     81,428     97,322  
   
 
 
      Total Interest Income     2,465,533     2,835,473  

Interest Expense

 

 

 

 

 

 

 
  Interest on Deposits     181,581     349,001  
  Interest on Other Borrowings     24,948     29,744  
   
 
 
      Total Interest Expense     206,529     378,745  
   
 
 
      Net Interest Income     2,259,004     2,456,728  

Provision for Loan Losses

 

 

331,200

 

 

155,185

 
   
 
 
      Net Interest Income After Provision for Loan Losses     1,927,804     2,301,543  

Other Income

 

 

 

 

 

 

 
  Service Charges on Deposit Accounts     665,297     441,812  
  Gain on Sale of Investment Securities     136,894     292,271  
  Earnings on Life Insurance Policies     36,629     36,817  
  Other Income     161,607     112,813  
   
 
 
      1,000,427     883,713  

Other Expenses

 

 

 

 

 

 

 
  Salaries and Employee Benefits     1,181,694     1,595,288  
  Occupancy Expenses     287,081     301,644  
  Furniture and Equipment Expenses     251,888     260,647  
  Office Supplies, Telephone and Postage     120,667     186,654  
  Data Processing and Other Professional Services     514,321     506,149  
  Advertising and Promotion Expenses     51,511     61,615  
  Merger Related Expenses     114,854      
  Other Expenses     309,482     420,035  
   
 
 
      2,831,498     3,332,032  
   
 
 
      Income (Loss) Before Income Taxes     96,733     (146,776 )
Income Taxes (Benefit)     (100,000 )    
   
 
 
      Net Income (Loss)   $ 196,733   $ (146,776 )
   
 
 
Earnings Per Share              
  Net Income (Loss)—Basic   $ 0.74   $ (0.55 )

The accompanying notes are an integral part of these financial statements.

F-38



TAFT NATIONAL BANK

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

For the Years Ended December 31, 2003 and 2002

 
  Shares
Outstanding

  Common
Stock

  Paid-In
Capital

  Comprehensive
Income

  Retained
Earnings

  Accumulated
Other
Comprehensive
Income

  Total
 
Balance at January 1, 2002   267,481   $ 1,070,000   $ 1,058,453         $ 1,433,889   $   $ 3,562,342  
Comprehensive Income:                                          
  Net loss for the year                   $ (146,776 )   (146,776 )       (146,776 )
  Change in unrealized gain on available- for-sale securities, net of taxes of $18,200                     26,190           26,190     26,190  
                   
                   
Total Comprehensive Income                   $ (120,586 )                  
                   
                   
   
 
 
       
 
 
 
Balance at December 31, 2002   267,481     1,070,000     1,058,453           1,287,113     26,190     3,441,756  
Comprehensive Income:                                          
  Net income for the year                   $ 196,733     196,733           196,733  
  Less reclassification of gains included in net income, net of taxes of $56,000                     (80,894 )         (80,894 )   (80,894 )
  Change in unrealized gain on available- for-sale securities, net of taxes of $1,200                     (1,999 )         (1,999 )   (1,999 )
                   
                   
Total Comprehensive Income                   $ 113,840                    
                   
                   
   
 
 
       
 
 
 
Balance at December 31, 2003   267,481   $ 1,070,000   $ 1,058,453         $ 1,483,846   $ (56,703 ) $ 3,555,596  
   
 
 
       
 
 
 

The accompanying notes are an integral part of these financial statements.

F-39



TAFT NATIONAL BANK

STATEMENTS OF CASH FLOWS

For the Years Ended December 31, 2003 and 2002

 
  2003
  2002
 
Cash Flows From Operating Activities              
  Net Income (Loss)   $ 257,587   $ (146,776 )
  Adjustments to Reconcile Net Income (Loss) to Net              
    Cash Provided by Operating Activities:              
      Depreciation and Amortization     198,221     226,419  
      Provision for Loan Losses     331,200     155,185  
      Deferred Income Taxes     (101,000 )   146,200  
      Gain on Sale of Securities     (136,894 )   (292,271 )
      Net Change in Other Assets and Liabilities     (34,447 )   (70,284 )
   
 
 
        Net Cash Provided by Operating Activities     514,667     18,473  

Cash Flows From Investing Activities

 

 

 

 

 

 

 
  Increase in Time Deposits     (99,301 )   (1,093,251 )
  Proceeds From Sales and Maturities of Investment Securities     21,284,915     5,784,976  
  Purchase of Investment Securities Available for Sale     (28,791,291 )   (5,105,001 )
  Net Decrease in Loans     3,019,829     220,974  
  Proceeds From Sale of OREO     28,214     193,345  
  Expenditures For Bank Premises and Equipment     (43,672 )   (70,812 )
   
 
 
        Net Cash Used by Investing Activities     (4,601,306 )   (69,769 )

Cash Flows From Financing Activities

 

 

 

 

 

 

 
  Net Change in Demand Deposits, Money Market, NOW and Savings Accounts     2,270,489     3,937,543  
  Net Change in Certificates of Deposit     (4,875,298 )   (3,926,061 )
   
 
 
        Net Cash Provided (Used) by Financing Activities     (2,604,809 )   11,482  
   
 
 
        Decrease in Cash and Cash Equivalents     (6,691,448 )   (39,814 )

Cash and Cash Equivalents, Beginning of Year

 

 

13,438,872

 

 

13,478,686

 
   
 
 
Cash and Cash Equivalents, End of Year   $ 6,747,424   $ 13,438,872  
   
 
 

Supplemental Disclosures of Cash Flow Information

 

 

 

 

 

 

 
  Interest Payments   $ 232,487   $ 394,677  
  Income Tax Payments (Refunds)   $ (149,060 ) $  

The accompanying notes are an integral part of these financial statements.

F-40



TAFT NATIONAL BANK

NOTES TO FINANCIAL STATEMENTS

For the Years Ended December 31, 2003 and 2002

NOTE 1—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations

        Taft National Bank has been organized and operates as a single operating segment. The Bank maintains two branches, one in Taft and one in Bakersfield, California. The Bank's primary source of revenue is providing loans to customers, who are predominately small and middle-market businesses and individuals.

Use of Estimates in the Preparation of Financial Statements

        The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

        For purposes of reporting cash flows, cash and cash equivalents include cash, due from banks and federal funds sold. Generally, federal funds are sold for one-day periods.

Cash and Due From Banks

        Banking regulations require that all banks maintain a percentage of their deposits as reserves in cash or on deposit with the Federal Reserve Bank. The Bank complied with the reserve requirements as of December 31, 2003.

        The Bank maintains amounts due from banks, which exceed federally insured limits. The Bank has not experienced any losses in such accounts.

Investment Securities

        Statement of Financial Accounting Standards (SFAS) No. 115, "Accounting for Certain Investments in Debt and Equity Securities," addresses the accounting for investments in equity securities that have readily determinable fair values and for investments in all debt securities. Pursuant to SFAS No. 115, securities are classified in three categories and accounted for as follows: debt securities that the Bank has the positive intent and ability to hold to maturity are classified as held-to-maturity and are measured at amortized cost; debt and equity securities bought and held principally for the purpose of selling in the near term are classified as trading securities and are measured at fair value, with unrealized gains and losses included in earnings; debt and equity securities not classified as either held-to-maturity or trading securities are deemed available-for-sale and are measured at fair value, with unrealized gains and losses, net of applicable taxes, reported in a separate component of stockholders' equity.

Loans and Interest on Loans

        Loans are reported at the principal amount outstanding, net of any deferred loan origination fee income and deferred direct loan origination costs, and net of any unearned interest on discounted

F-41



loans. Deferred loan origination fee income and direct loan origination costs are amortized to interest income over the life of the loan using the interest method. Interest on loans is accrued to income daily based upon the outstanding principal balances.

        Loans for which the accrual of interest has been discontinued are designated as nonaccrual loans. Accrual of interest on such loans is discontinued when there exists a reasonable doubt as to the full and timely collection of either principal or interest. Income on such loans is then only recognized to the extent that cash is received and where the future collection of principal is probable. Accrual of interest is resumed only when principal and interest are brought fully current and when such loans are considered to be collectible as to both principal and interest.

        For impairment recognized in accordance with Financial Accounting Standards Board (FASB) SFAS No. 114, "Accounting by Creditors for Impairment of a Loan," as amended by SFAS No. 118, the entire change in the present value of expected cash flows is reported as either provision for loan losses in the same manner in which impairment initially was recognized, or as a reduction in the amount of provision for loan losses that otherwise would be reported.

Allowance For Loan Losses

        The allowance for loan losses is established by a provision charged to current period income. Loan losses are charged against the allowance when the loan's principal is deemed uncollectible. Loan recoveries are only recognized to the extent that cash is received. The allowance is maintained at a level considered adequate, in management's judgment, to provide for loan losses that can be reasonably anticipated. The evaluation of the adequacy of the allowance takes into consideration several factors including but not exclusively, current economic conditions, historical loan loss experience, and factors affecting collectibility on specific borrowers based upon regular credit reviews.

Premises and Equipment

        Land is carried at cost. Premises and equipment are carried at cost less accumulated depreciation and amortization. Depreciation is computed using the straight-line method over the estimated useful lives, which ranges from three to ten years for furniture and fixtures and forty years for buildings. Leasehold improvements are amortized using the straight-line method over the estimated useful lives of the improvements or the remaining lease term, whichever is shorter. Expenditures for betterments or major repairs are capitalized and those for ordinary repairs and maintenance are charged to operations as incurred.

Advertising Costs

        The Bank expenses the costs of advertising in the year incurred.

Income Taxes

        Deferred income taxes are computed using the asset and liability method, which recognizes a liability or asset representing the tax effects, based on current tax law, of future deductible or taxable amounts attributable to events that have been recognized in the consolidated financial statements.

Other Real Estate Owned

        Other real estate owned, which represents real estate acquired by foreclosure, is recorded at the lesser of the outstanding loan balance or the fair value of the property at time of foreclosure. Any valuation adjustments required at the time of foreclosure are charged to the allowance for loan losses. Any subsequent valuation adjustments, operating expenses or income, and gains and losses on disposition of such properties are recognized in current operations.

F-42



Comprehensive Income

        SFAS No. 130, "Reporting Comprehensive Income," requires the disclosure of comprehensive income and its components. Changes in unrealized gain or loss on available-for-sale securities net of income taxes is the only component of accumulated other comprehensive income for the Bank.

Earnings Per Shares (EPS)

        Basic EPS excludes dilution and is computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. The Bank had no dilutive securities as of December 31, 2003 and 2002 and therefore only reported basic EPS.

Stock-Based Compensation

        SFAS No. 123, "Accounting for Stock-Based Compensation," encourages, but does not require, companies to record compensation cost for stock-based employee compensation plans at fair value. The Bank accounts for stock-based compensation using the intrinsic value method prescribed in Accounting Principles Board (APB) Opinion No. 25, "Accounting for Stock Issued to Employees," and related Interpretations. Accordingly, compensation cost for stock options will be measured as the excess, if any, of the quoted market price of the Bank's stock at the date of the grant over the amount an employee must pay to acquire the stock.

        As of December 31, 2003 and 2002, the Bank had no outstanding stock options.

Disclosure of Fair Value of Financial Instruments

        In December 1996, the FASB issued SFAS No. 126, "Exemption from Certain Required Disclosures about Financial Instruments for Certain Nonpublic Entities," an amendment of FASB Statement No. 107. SFAS No. 126 is effective for fiscal years ending after December 15, 1996. In accordance with SFAS No. 126, the Bank is exempt from the disclosure requirements of SFAS No. 107 and has therefore elected not to disclose fair value information for financial instruments.

Reclassifications

        Certain reclassifications were made to prior years' presentations to conform to the current year.

NOTE 2—INVESTMENTS

        The amortized cost and fair values of investment securities available for sale at December 31, 2003 were:

 
  Amortized
Cost

  Gross
Unrealized
Gains

  Gross
Unrealized
Losses

  Fair Value
U.S. Treasury Securities   $ 5,292,450   $ 666   $ (807 ) $ 5,292,309
U.S. Government Agencies     7,650,000         (95,562 )   7,554,438
   
 
 
 
    $ 12,942,450   $ 666   $ (96,369 ) $ 12,846,747
   
 
 
 

        The Bank had no investment securities that have been in a continuous unrealized-loss position for more than twelve months as of December 31, 2003.

F-43



        The amortized cost and fair values of investment securities available for sale at December 31, 2002 were:

 
  Amortized
Cost

  Gross
Unrealized
Gains

  Gross
Unrealized
Losses

  Fair Value
U.S. Treasury Securities   $ 5,304,875   $ 44,390   $   $ 5,344,395
   
 
 
 

        The amortized cost and fair values of investment securities at December 31, 2003, by expected maturity, are shown below.

 
  Securities Available for Sale
 
  Amortized
Cost

  Fair Value
Due in One Year or Less   $ 4,892,909   $ 4,892,149
Due After One Year but Less Than Five Years     6,049,541     5,990,838
Due After Five Years but Less Than Ten Years     2,000,000     1,963,760
   
 
    $ 12,942,450   $ 12,846,747
   
 

        On October 17, 2002, the Bank sold off the majority of its remaining investment securities in the held-to-maturity category. The proceeds from this transaction totaled $5,784,976 and the Bank reported a gross gain on sale of $292,271. Recognition of the gain from the sale of these securities helped the Bank to maintain the required capital levels as required in its Regulatory Order with the Comptroller of the Currency discussed in Note 11. Based on these transactions, the Bank transferred the one remaining investment security to the available-for-sale category and classified all subsequent investment purchases as available for sale.

        During 2003, the Bank received proceeds from the sale of investment securities in the amount of $13,384,915 and reported gross gains of $136,894.

        Securities with a carrying value of approximately $8,556,000 and $5,344,000 at December 31, 2003 and 2002, respectively, were pledged to secure public deposits, short-term borrowings and lines-of-credit, or other items required by law.

NOTE 3—LOANS AND THE RELATED ALLOWANCE FOR LOAN LOSSES

        The Bank's loan portfolio consists primarily of loans to borrowers within Kern County. Although the Bank seeks to avoid concentrations of loans to a single industry or based upon a single class of collateral, real estate and oil and gas production are among the principal industries in the Bank's market area and, as a result, the Bank's loan and collateral portfolios are, to some degree, concentrated in those industries.

        The following is a summary of the major components of loans outstanding at December 31:

 
  2003
  2002
 
Commercial Loans   $ 11,671,400   $ 18,232,609  
Real Estate Loans—Construction Financing     3,791,566     2,453,658  
Real Estate Loans—Other     10,425,877     6,472,738  
Consumer Loans     1,659,830     4,073,967  
   
 
 
  Total Loans     27,548,673     31,232,972  
Net Deferred Loan Fees     (99,853 )   (92,819 )
   
 
 
  Loans, Net of Deferred Loan Fees   $ 27,448,820   $ 31,140,153  
   
 
 

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        Changes in the allowance for loan losses as of December 31:

 
  2003
  2002
 
Balance at Beginning of Year   $ 1,251,569   $ 1,552,496  
Provisions Charged to Operating Expense     331,200     155,185  
Recovery of Principal on Loans Previously Charged Off     219,238     38,694  
Principal on Loans Charged Off     (890,742 )   (494,806 )
   
 
 
Balance at End of Year   $ 911,265   $ 1,251,569  
   
 
 

        The following is a summary of the investment in impaired loans, the related allowance for loan losses, and income recognized thereon and information pertaining to loans on Nonaccrual and certain past due loans as of December 31:

 
  2003
  2002
Recorded Investment in Impaired Loans   $ 470,000   $ 779,000
Related Allowance for Loan Losses   $ 235,000   $ 382,000
Average Recorded Investment in Impaired Loans   $ 645,000   $ 617,000
Interest Income Recognized for Cash Payments   $   $
Total Loan on Nonaccrual   $ 470,000   $ 779,000
Total Loans Past Due 90 Days or More and Still Accruing   $ 273,000   $ 7,000

NOTE 4—BANK PREMISES AND EQUIPMENT

        Bank premises and equipment at December 31 consist of the following:

 
  2003
  2002
 
Land   $ 220,355   $ 220,355  
Bank Premises     871,140     871,140  
Leasehold Improvements     64,586     64,586  
Furniture, Fixtures and Equipment     1,681,573     1,657,075  
Bank Automobiles     39,427     20,254  
   
 
 
      2,877,081     2,833,410  
Less: Accumulated Depreciation and Amortization     (1,519,352 )   (1,321,132 )
   
 
 
    $ 1,357,729   $ 1,512,278  
   
 
 

        The Bank leases its Taft branch under a noncancelable long-term operating leases from West Side Developers, a partnership including certain members of the Banks Board of Directors, expiring on November 30, 2007. At December 31, 2003, the approximate future minimum rental commitments under this lease is as follows:

2004   $ 108,000
2005     108,000
2006     108,000
2007     99,000
   
Total   $ 423,000
   

        Rental payments, including short-term equipment rentals, charged to operating expense amounted to approximately $112,000 and $108,000 for the years ended December 31, 2003 and 2002, respectively.

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NOTE 5—DEPOSITS

        At December 31, 2003, the scheduled maturities of certificates of deposit are as follows:

Due in One Year   $ 5,184,574
Due After One Year But Less Than Three Years     83,294
Due After Three Years     225,086
   
    $ 5,492,954
   

        Interest expense on deposits as of December 31, is as follows:

 
  2003
  2002
Interest on Money Market and NOW Accounts   $ 13,069   $ 23,245
Interest Savings Accounts     12,700     11,686
Interest on Certificates of Deposit Under $100,000     56,298     131,928
Interest on Certificates of Deposit of $100,000 or More     99,514     182,142
   
 
    $ 181,581   $ 349,001
   
 

NOTE 6—INCOME TAXES

        The provisions for income tax for the years ended December 31, 2003 and 2002, were as follows:

 
  2003
  2002
 
Current              
  Federal   $ 200   $ (147,000 )
  State     800     800  
   
 
 
      1,000     (146,200 )
Deferred     (101,000 )   146,200  
   
 
 
    $ (100,000 ) $  
   
 
 

        During 2003, the Bank recognized an income tax benefit of $100,000 comprised of a $198,000 reduction in the valuation allowance against net deferred tax established in prior years reduced by $98,000 of taxes accrued on current operating earnings. The tax benefit related to the 2002 operating loss was not recognized, as its realization was dependent upon future operating income.

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        The following is a summary of the components of the net deferred tax assets included in other assets on the balance sheet:

 
  2003
  2002
 
Deferred Tax Assets:              
  Allowance for Loan Losses Due to Tax Limitations   $ 237,000   $ 363,000  
  Deferred Compensation     180,000     188,000  
  Unrecognized Loss on Available-for-Sale Investment Securities     39,000      
  Other Assets/Liabilities     88,000     78,000  
   
 
 
      544,000     629,000  
Deferred Tax Liabilities:              
  Depreciation Differences on Bank Premises and Equipment     (57,000 )   (68,000 )
  Cash Basis of Income Tax Reporting     (89,000 )   (127,000 )
  Unrecognized Gain on Available-for-Sale Investment Securities         (18,000 )
  Other Assets/Liabilities     (31,000 )   (9,000 )
   
 
 
      (177,000 )   (222,000 )
   
 
 
Valuation Allowance         (198,000 )
   
 
 
Net Deferred Taxes   $ 367,000   $ 209,000  
   
 
 

NOTE 7—LONG-TERM DEBT

        On December 19, 2002, the Bank issued Subordinated Debentures to five investors who are also members of the Bank's Board of Directors, in the total sum of $500,000 ("Debentures"). The Debentures include quarterly payment of interest at prime plus 1% (initial rate of 5.75%) and quarterly principal installments of $5,000 commencing on December 31, 2006 until paid in full on September 30, 2011. These Debentures are convertible, at the option of the investor, at any time into common stock at an initial conversion price of $11.50 per share. The holders of the Debentures have waived this conversion feature as a condition of the merger discussed in Note 14.

        The Debentures, which are subordinated to the right of payment to depositors and other creditors, qualify as Tier 2 Capital and were issued to ensure that the Bank remained in compliance with the capital requirements of the Agreement discussed in Note 11.

        The Bank may borrow up to $2,000,000 overnight on an unsecured basis from two of its primary correspondent banks. As of December 31, 2003, no amounts were outstanding under these arrangements.

NOTE 8—COMMITMENTS AND CONTINGENCIES

        In the normal course of business, the Bank is a party to financial instruments with off-balance-sheet risk. These financial instruments include commitments to extend credit and standby and commercial letters of credit. To varying degrees, these instruments involve elements of credit and interest rate risk in excess of the amount recognized in the statement of financial position.

        The Bank's exposure to credit loss in the event of non-performance by the other party to the financial instruments for commitments to extend credit and standby letters of credit is represented by the contractual amount of those instruments. At December 31, 2003 and 2002, the Bank had commitments of approximately $10,400,000 and $8,270,000, respectively.

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        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. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Bank evaluates each customer's creditworthiness on a case-by-case basis. The amount of collateral obtained if deemed necessary by the Bank upon extension of credit is based on management's credit evaluation. Collateral held varies but may include accounts receivable, inventory, property, plant and equipment, income-producing commercial properties, residential properties and properties under construction.

        Standby letters of credit are conditional commitments issued by the Bank 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.

        The Bank is involved in various litigations. In the opinion of management and the Bank's legal counsel, the disposition of all litigation pending will not have a material effect on the Bank's financial statements.

NOTE 9—EMPLOYEE BENEFITS

        The Bank has a salary continuation plan with a former executive. A Salary Continuation Plan ("SCP") is a non-qualified, executive benefit plan in which the Bank agreed to pay the executive additional benefits at retirement. The SCP is an unfunded plan, which means that the executive has no rights under the agreement beyond those of a general creditor of the Bank, and there are no specific assets set aside by the Bank in connection with the establishment of the Plan.

        The accounting rules concerning deferred compensation plans, including Salary Continuation Plans, require that the Bank accrue sufficient expenses so that the Bank reflects the present value of the benefits to be paid to the executive as a liability. The accrued salary continuation liability was approximately $438,000 and $456,000 and the related annual expense was approximately $42,000 and $46,000 for the years ended December 31, 2003 and 2002.

NOTE 10—TRANSACTIONS WITH DIRECTORS AND OFFICERS

        In the ordinary course of business, the Bank has granted loans to certain officers, directors and the companies with which they are associated. In the Bank's opinion, all loans and loan commitments to such parties are made on substantially the same terms including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons. The balance of these loans outstanding was approximately $1,445,000 and $1,475,000 at December 31, 2003 and 2002, respectively. Deposits from executive officers, directors and their related interests with which they are associated held by the Bank at December 31, 2003 amounted to $1,071,000.

        During 2003 the Bank accepted a 25% interest in West Side Developers, a partnership, in settlement of certain outstanding loans from a former director. As discussed in Note 4, West Side Developers is the lessor of the Bank's Taft branch location. The Bank's interest in the partnership was recorded at its appraised value of $200,000 and is included in other assets. Distributions from West Side Developers are reported as noninterest income when received.

NOTE 11—AGREEMENT WITH THE OCC

        On March 21, 2002, the Bank entered into a formal written agreement (the "Agreement") with the Office of the Comptroller of the Currency ("OCC"), the Bank's principal regulator. The Agreement

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generally prohibits certain operations or practices deemed objectionable by the OCC and required the Bank to take several affirmative actions. The primary requirements of the Agreement are as follows:

        Management believes it is substantially in compliance with the primary requirements of the Agreement, although compliance with the Agreement will be determined by the OCC as part of its examinations of the Bank.

NOTE 12—REGULATORY MATTERS

        The Bank is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory—and possibly additional discretionary—actions by regulators that, if undertaken, could have a direct material effect on the Bank's financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of the Bank's assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices. The Bank's capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.

        Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios (set forth in the table below) of total and Tier 1 capital (as defined in the regulations) to risk-weighted assets (as defined), and of Tier 1 capital (as defined) to average assets (as defined).

        The OCC most recently categorized the Bank as adequately capitalized under the regulatory framework for prompt corrective action, despite the fact that the Bank's actual ratios exceed those required to be "well-capitalized". The mere existence of the Agreement discussed in Note 11 automatically reduces the Bank to the adequately capitalized classification. To be categorized as well capitalized, the Bank must maintain minimum ratios as set forth in the table below and be released

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from the Agreement discussed in Note 11. The following table also sets forth the Bank's actual capital amounts and ratios (dollar amounts in thousands):

 
   
   
  Amount of Capital Required
 
 
  Actual
  For Capital
Adequacy
Purposes

  To Be Well-
Capitalized
Under Prompt
Corrective
Provisions

 
 
  Amount
  Ratio
  Amount
  Ratio
  Amount
  Ratio
 
As of December 31, 2003:                                
  Total Capital (to Risk-Weighted Assets)   $ 4,364   13.12 % $ 2,637   8.0 % $ 3,297   10.0 %
  Tier 1 Capital (to Risk-Weighted Assets)   $ 3,442   10.35 % $ 1,319   4.0 % $ 1,978   6.0 %
  Tier 1 Capital (to Average Assets)   $ 3,442   6.56 % $ 2,080   4.0 % $ 2,601   5.0 %

As of December 31, 2002:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
  Total Capital (to Risk-Weighted Assets)   $ 4,287   11.68 % $ 2,937   8.0 % $ 3,671   10.0 %
  Tier 1 Capital (to Risk-Weighted Assets)   $ 3,318   9.04 % $ 1,468   4.0 % $ 2,203   6.0 %
  Tier 1 Capital (to Average Assets)   $ 3,318   6.21 % $ 2,137   4.0 % $ 2,671   5.0 %

        The Bank is restricted as to the amount of dividends, which can be paid. Dividends declared by national banks that exceed the net income (as defined) for the current year plus retained net income for the preceding two years must be approved by the OCC. The Bank may not pay dividends that would result in its capital levels being reduced below the minimum requirements shown above

NOTE 13—STOCK OPTION PLAN

        During 2002, the shareholders of the Bank approved the establishment of a stock option plan. The plan provides stock option up to 65,000 shares of the Bank's common stock. All employees and Directors of the Bank are eligible to participate in the plan. As of December 31, 2003 and 2002, no options had been granted under this plan.

Note 14—PROPOSED MERGER WITH UNITED SECURITY BANCSHARES

        On December 11, 2003, the Bank announced the signing of a definitive merger agreement with United Security Bancshares. Under the terms of the agreement, Taft National Bank will merge into United Security Bank, a wholly owned subsidiary of United Security Bancshares. In the merger, United Security Bancshares ("USB") will issue shares of its stock in a tax-free exchange for all of the shares of Taft National Bank. The value of the merger will depend on the price of the USB stock at the time of the merger. The merger is subject to standard conditions, including the approval of the shareholders of the Taft National Bank and bank regulatory agencies. The transaction is expected to close in the second quarter of 2004.

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APPENDIX A

AGREEMENT AND PLAN OF REORGANIZATION AND MERGER

        This Agreement and Plan of Reorganization and Merger (the "Agreement") is entered into as of December 11, 2003, by and among United Security Bancshares, a California corporation ("Bancshares"); United Security Bank, a California banking corporation and wholly-owned subsidiary of Bancshares ("USB") and Taft National Bank, a national banking association ("Taft").

RECITALS:

        WHEREAS, the respective Boards of Directors of Taft and Bancshares have determined that it is in the best interests of Taft and Bancshares and their respective shareholders for Taft to be merged with USB, upon the terms and subject to the conditions set forth in this Agreement and in accordance with the California Corporations Code, the California Financial Code, national banking laws and other applicable laws;

        WHEREAS, each of the Boards of Directors of Taft, USB and Bancshares have approved this Agreement and the transactions contemplated hereby;

        WHEREAS, Taft's Board of Directors has resolved to recommend approval of the Merger of Taft and USB to its shareholders;

        WHEREAS, upon the consummation of the Merger of Taft with and into USB, USB shall remain a wholly-owned subsidiary of Bancshares; and

        WHEREAS, it is the intension of the parties to the Agreement that the business combination contemplated hereby be treated as a "reorganization" under Section 368 of the Internal Revenue Code of 1986, as amended.

        NOW, THEREFORE, in consideration of these premises and the representations, warranties and agreements herein contained, Taft, USB and Bancshares hereby agree as follows:


ARTICLE 1.    DEFINITIONS

        As used in this Agreement, the following terms shall have the meanings set forth below:

        "Acquisition Event" shall mean any of the following:

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ARTICLE 2.    THE MERGER

        Section 2.1    The Merger.    Subject to the terms and conditions of this Agreement, as promptly as practicable following the receipt of the Last Regulatory Approval and the expiration of all applicable waiting periods, Taft shall be merged with USB, with USB being the Surviving Corporation of the merger, all pursuant to the Agreement of Merger attached to this Agreement as Exhibit 2.1 (the "Merger Agreement") and in accordance with the applicable provisions of the California Financial Code and the California Corporations Code (the "Merger"). The closing of the Merger (the "Closing") shall take place at a location and time and Business Day to be designated by Bancshares and reasonably concurred to by Taft (the "Closing Date") which shall be as soon as practicable and not later than thirty (30) days after receipt of the Last Regulatory Approval, expiration of all applicable waiting periods and Taft shareholder approval. The Merger shall be effective when the Merger Agreement (together with any other documents required by law to effectuate the Merger) shall have been filed with the Secretary of State of the State of California and the CDFI. When used in this Agreement, the term "Effective Time" shall mean the time of filing of the Merger Agreement with the Secretary of State and the CDFI, and "Surviving Corporation" shall mean USB.

        Section 2.2    Effect of Merger.    By virtue of the Merger and at the Effective Time, all of the rights, privileges, powers and franchises and all property and assets of every kind and description of Taft and USB shall be vested in and be held and enjoyed by the Surviving Corporation, without further act or deed, and all the estates and interests of every kind of Taft and USB, including all debts due to either of them, shall be as effectively the property of the Surviving Corporation as they were of Taft and USB immediately prior to the Effective Time, and the title to any real estate vested by deed or otherwise in either Taft or USB shall not revert or be in any way impaired by reason of the Merger; and all rights of creditors and liens upon any property of Taft and USB shall be preserved unimpaired and all debts, liabilities and duties of Taft and USB shall be debts, liabilities and duties of the Surviving Corporation and may be enforced against it to the same extent as if such debts, liabilities and duties had been incurred or contracted by it, and none of such debts, liabilities or duties shall be expanded, increased, broadened or enlarged by reason of the Merger.

        Section 2.3    Articles of Incorporation and Bylaws.    The Articles of Incorporation and Bylaws of USB in effect immediately prior to the Effective Time shall be the Articles of Incorporation and Bylaws of the Surviving Corporation until amended and the name of the Surviving Corporation shall be "United Security Bank."

A-6


        Section 2.4    USB Stock.    The authorized and issued capital stock of USB immediately prior to the Effective Time, on and after the Effective Time, pursuant to the Merger Agreement and without any further action on the part of USB shall remain unchanged and shall be held by Bancshares.

        Section 2.5    Conversion of Taft Common Stock.    

        At the Effective Time the conversion of each outstanding share of Taft Common Stock shall proceed as follows:

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A-8


        2.6    Dissenters' Rights.    Shares of Taft Common Stock, the holders of which have lawfully dissented from the Merger in accordance with Section 214a of the NBA and have timely filed with USB a written demand for purchase of his or her shares and have surrendered his or her stock certificates pursuant to paragraph (b) of Section 214a of the NBA, are herein called "Dissenting Shares." Dissenting Shares, the holders of which have not effectively withdrawn or lost their dissenters' rights under paragraph (b) of Section 214a of the NBA ("Perfected Dissenting Shares"), shall not be converted pursuant to Section 2.5 but the holders thereof shall be entitled only to such rights as are granted by paragraph (b) of Section 214a of the NBA. Each holder of Perfected Dissenting Shares who is entitled to payment for his or her Taft Common Stock pursuant to the provisions of paragraph (b) of Section 214a of the NBA shall receive payment therefor from USB (but only after the amount thereof shall have been agreed upon or finally determined pursuant to such provisions).

        Section 2.7    Board of Directors of Bancshares and USB following the Effective Time.    At the Effective Time, the then existing Board of Directors of Bancshares shall remain the Board of Directors, each to serve until the next annual meeting of shareholder of Bancshares and until such successors are elected and qualified. At the Effective Time, the then existing Board of Directors of USB shall remain the Board of Directors of the Surviving Corporation, each to serve until the next annual meeting of shareholder of USB and until such successors are elected and qualified.

        Section 2.8    Executive Officers of Bancshares and USB following the Effective Time.    At the Effective Time, the then existing executive officers of Bancshares shall remain the executive officers of Bancshares. At the Effective Time, the then existing executive officers of USB shall remain the executive officers of USB.

        Section 2.9    Change of Structure.    Bancshares and Taft agree that Bancshares may change the structure of the Merger so long as the consideration received by Taft shareholders under Section 2.5 hereof is not modified and the Closing of the Merger is not materially delayed.

        Section 2.10    Payoff of Taft Convertible Debentures.    At the Effective Time, USB shall pay to the holders of the Taft Convertible Debentures the entire principal amount of such Debentures plus any accrued and unpaid interest due on such Debentures.


ARTICLE 3.    REPRESENTATIONS AND WARRANTIES OF TAFT

        Taft represents and warrants to Bancshares as follows:

        Section 3.1    Organization; Corporate Power; Etc.    Taft is a national banking association duly organized, validly existing and in good standing under the laws of the United States and has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business substantially as it is being conducted on the date of this Agreement. Taft has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business substantially as it is being conducted on the date of this Agreement, except where the failure to have such power or authority would not have a Material Adverse Effect on Taft or the ability of Taft to consummate the transactions contemplated by this Agreement. Taft has all requisite corporate power and authority to enter into this Agreement and, subject to obtaining all requisite Regulatory Approvals, Taft will have the requisite corporate power and authority to perform its respective obligations hereunder with respect to the consummation of the transactions contemplated hereby.

        Section 3.2    Licenses and Permits.    Except as disclosed on Schedule 3.2, Taft has all material licenses, certificates, franchises, rights and permits that are necessary for the conduct of its business, and such licenses are in full force and effect, except for any failure to be in full force and effect that would not, individually or in the aggregate, have a Material Adverse Effect on Taft or on the ability of Taft to consummate the transactions contemplated by this Agreement. The properties, assets,

A-9


operations and businesses of Taft are and have been maintained and conducted, in all material respects, in compliance with all applicable licenses, certificates, franchises, rights and permits.

        Section 3.3    Subsidiaries.    Other than as set forth on Schedule 3.3, there is no corporation, partnership, joint venture or other entity in which Taft owns, directly or indirectly (except as pledgee pursuant to loans or stock or other interest held as the result of or in lieu of foreclosure pursuant to pledge or other security arrangement) any equity or other voting interest or position.

        Section 3.4    Authorization of Agreement; No Conflicts.    

        Section 3.5    Capital Structure.    The authorized capital stock of Taft consists of 750,000 shares of Taft Common Stock, $4.00 par value per share. On the date of this Agreement, 267,481 shares of Taft Common Stock were outstanding. All outstanding shares of Taft Common Stock are validly issued, fully paid and nonassessable (except as set forth in 12 U.S.C. 55) and do not possess any preemptive rights and were not issued in violation of any preemptive rights or any similar rights of any Person. Except for the Taft Convertible Debentures, Taft does not have outstanding any options, warrants, calls, rights, commitments, securities or agreements of any character to which Taft is a party or by which it is bound obligating Taft to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock of Taft or obligating Taft to grant, extend or enter into any such option, warrant, call, right, commitment or agreement.

        Section 3.6    Taft Filings.    Except as disclosed on Schedule 3.6, since January 1, 2000, Taft has filed all reports, registrations and statements, together with any amendments required to be made with respect thereto, that were required to be filed with (a) the OCC; or (b) any other applicable federal, state or local governmental or regulatory authority. All such reports, registrations and filings, and all reports sent to Taft's shareholders during the three-year period ended December 31, 2002 (whether or not filed with any Regulatory Authority), are collectively referred to as the "Taft Filings". Except to the

A-10



extent prohibited by law, copies of the Taft Filings have been made available to Bancshares. As of their respective filing or mailing dates, each of the past Taft Filings (a) was true and complete in all material respects (or was amended so as to be so promptly following discovery of any discrepancy); and (b) complied in all material respects with all of the statutes, rules and regulations enforced or promulgated by the governmental or regulatory authority with which it was filed (or was amended so as to be so promptly following discovery of any such noncompliance) and none contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

        Section 3.7    Accuracy of Information Supplied.    

A-11


        Section 3.8    Compliance with Applicable Laws.    Except as disclosed on Schedule 3.8, to the Knowledge of Taft, the respective businesses of Taft are not being conducted in violation of any law, ordinance or regulation, except for violations which individually or in the aggregate would not have a Material Adverse Effect on Taft. Except as set forth in Schedule 3.8, to the Knowledge of Taft no investigation or review by any Governmental Entity with respect to Taft, other than regular bank examinations, is pending or threatened, nor has any Governmental Entity indicated to Taft an intention to conduct the same.

        Section 3.9    Litigation.    Except as set forth in Schedule 3.9, to the Knowledge of Taft there is no suit, action or proceeding or investigation pending or threatened against or affecting Taft which, if adversely determined, would have a Material Adverse Effect on Taft; nor is there any judgment, decree, injunction, rule or order of any Governmental Entity or arbitrator outstanding against Taft that has, or which, insofar as reasonably can be foreseen, in the future would have, any such Material Adverse Effect. Schedule 3.9 contains a true, correct and complete list, including identification of the applicable insurance policy covering such litigation, if any, subject to reservation of rights, if any, the applicable deductible and the amount of any reserve therefor, of all pending litigation in which Taft is a named party of which Taft has Knowledge, and except as disclosed on Schedule 3.9, all of the litigation shown on such Schedule is adequately covered by insurance in force, except for applicable deductibles, or has been adequately reserved for in accordance with Taft's prior business practices.

        Section 3.10    Agreements with Banking Authorities.    Except as set forth in Schedule 3.10, Taft is not a party to any written agreement or memorandum of understanding with, or order or directive from, any Governmental Entity.

        Section 3.11    Insurance.    Taft has in full force and effect policies of insurance with respect to their assets and businesses against such casualties and contingencies and in such amounts, types and forms as are customarily appropriate for their businesses, operations, properties and assets. Schedule 3.11 contains a list of all policies of insurance and bonds carried and owned by Taft. Taft is not in default under any such policy of insurance or bond such that it can be canceled and all material current claims outstanding thereunder have been filed in timely fashion. Taft has filed claims with, or given notice of claim to, their insurers or bonding companies in timely fashion with respect to all material matters and occurrences for which they believe they have coverage.

        Section 3.12    Title to Assets other than Real Property.    Except as disclosed on Schedule 3.12, Taft has good and marketable title to or a valid leasehold interest in all properties and assets (other than real property which is the subject to Section 3.13), used in its business, free and clear of all mortgages, covenants, conditions, restrictions, easements, liens, security interests, charges, claims, assessments and encumbrances, except for: (a) rights of lessors, lessees or sublessees in such matters as are reflected in a written lease; (b) encumbrances as set forth in the Taft Financial Statements; (c) current Taxes (including assessments collected with Taxes) not yet due which have been fully reserved for; (d) encumbrances, if any, that are not substantial in character, amount or extent and do not detract materially from the value, or interfere with present use, or the ability of Taft or its Subsidiary to sell or otherwise dispose of the property subject thereto or affected thereby; and (e) other matters as described in Schedule 3.12. To Taft's Knowledge, all such properties and assets are, and require only routine maintenance to keep them, in good working condition, normal wear and tear excepted.

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        Section 3.13    Real Property.    Schedule 3.13 is an accurate list and general description of all real property owned or leased by Taft, including Other Real Estate Owned ("OREO"). Taft has good and marketable title to the real properties that it owns, as described in such Schedule, free and clear of all mortgages, covenants, conditions, restrictions, easements, liens, security interests, charges, claims, assessments and encumbrances, except for (a) rights of lessors, lessees or sublessees in such matters as are reflected in a written lease; (b) current Taxes (including assessments collected with Taxes) not yet due and payable; (c) encumbrances, if any, that are not substantial in character, amount or extent and do not materially detract from the value, or interfere with present use, or the ability of Taft to dispose, of Taft's interest in the property subject thereto or affected thereby; and (d) other matters as described in Schedule 3.13. Taft has valid leasehold interests in the leaseholds they respectively hold, free and clear of all mortgages, liens, security interest, charges, claims, assessments and encumbrances, except for (a) claims of lessors, co-lessees or sublessees in such matters as are reflected in a written lease; (b) title exceptions affecting the fee estate of the lessor under such leases; and (c) other matters as described in Schedule 3.13. To the best of Taft's Knowledge, the activities of Taft with respect to all real property owned or leased by them for use in connection with their operations are in all material respects permitted and authorized by applicable zoning laws, ordinances and regulations and all laws and regulations of any Governmental Entity. Except as set forth in Schedule 3.13, Taft enjoys quiet possession under all material leases to which they are the lessees and all of such leases are valid and in full force and effect, except as the enforceability thereof may be limited by bankruptcy, liquidation, receivership, conservatorship, insolvency, moratorium or other similar laws affecting the rights of creditors generally and by general equitable principles. To Taft's Knowledge, materially all buildings and improvements on real properties owned or leased by Taft are in good condition and repair, and do not require more than normal and routine maintenance, to keep them in such condition, normal wear and tear excepted.

        Section 3.14    Taxes.    

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        Section 3.15    Performance of Obligations.    Except as disclosed on Schedule 3.15, Taft has performed all material obligations required to be performed by it to date and Taft is not in material default under or in breach of any term or provision of any covenant, contract, lease, indenture or any other agreement, written or oral, to which any is a party, is subject or is otherwise bound, and no event has occurred that, with the giving of notice or the passage of time or both, would constitute such a default or breach, where such default or breach or failure to perform would have a Material Adverse Effect on Taft. To the Knowledge of Taft, and except as disclosed on Schedule 3.15 or in the portion of Schedule 3.16 that identifies 90-day past due or classified or nonaccrual loans, no party with whom Taft has an agreement that is of material importance to the businesses of Taft is in default thereunder.

        Section 3.16    Loans and Investments.    Except as set forth on Schedule 3.16, all loans, leases and other extensions of credit, and guaranties, security agreements or other agreements supporting any loans or extensions of credit, and investments of Taft are, and constitute, in all material respects, the legal, valid and binding obligations of the parties thereto and are enforceable against such parties in accordance with their terms, except as the enforceability thereof may be limited by applicable law and otherwise by bankruptcy, liquidation, receivership, conservatorship, insolvency, moratorium or other

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similar laws affecting the rights of creditors generally and by general equitable principles. Except as described on Schedule 3.16, as of December 31, 2002, no loans or investments held by Taft are: (i) more than ninety (90) days past due with respect to any scheduled payment of principal or interest, other than loans on a nonaccrual status; (ii) classified as "loss," "doubtful," "substandard" or "specially mentioned" by Taft or any banking regulators; or (iii) on a nonaccrual status in accordance with Taft's loan review procedures. Except as set forth on Schedule 3.16, none of such assets (other than loans) are subject to any restrictions, contractual, statutory or other, that would materially impair the ability of the entity holding such investment to dispose freely of any such assets at any time, except restrictions on the public distribution or transfer of any such investments under the Securities Act and the regulations thereunder or state securities laws and pledges or security interests given in connection with government deposits. All loans, leases or other extensions of credit outstanding, or commitments to make any loans, leases or other extensions of credit made by Taft to any Affiliates of Taft are disclosed on Schedule 3.16. For outstanding loans or extensions of credit where the original principal amounts are in excess of $100,000 and which by their terms are either secured by collateral or supported by a guaranty or similar obligation, the security interests have been duly perfected in all material respects and have the priority they purport to have in all material respects, other than by operation of law, and, in the case of each guaranty or similar obligation, each has been duly executed and delivered to Taft and to Taft's Knowledge, is still in full force and effect.

        Section 3.17    Brokers and Finders.    Except as set forth on Schedule 3.17, Taft is not a party to or obligated under any agreement with any broker or finder relating to the transactions contemplated hereby, and neither the execution of this Agreement, or the Merger Agreement, nor the consummation of the transactions provided for herein or therein, will result in any liability to any broker or finder. Taft agrees to indemnify and hold harmless Bancshares and its affiliates, and to defend with counsel selected by Bancshares and reasonably satisfactory to Taft, from and against any liability, cost or expense, including attorneys' fees, incurred in connection with a breach of this Section 3.17.

        Section 3.18    Material Contracts.    Schedule 3.18 to this Agreement contains a complete and accurate written list of all agreements, obligations or understandings exceeding $10,000, written and oral, to which Taft is a party as of the date of this Agreement, except for loans and other extensions of credit made by Taft in the ordinary course of its business and those items specifically disclosed in the Taft Financial Statements.

        Section 3.19    Absence of Material Adverse Effect.    Since December 31, 2002, the business of Taft has been conducted only in the ordinary course, in the same manner as theretofore conducted, and no event or circumstance has occurred or is expected to occur which to Taft's Knowledge has had or which, with the passage of time or otherwise, could reasonably be expected to have a Material Adverse Effect on Taft.

        Section 3.20    Undisclosed Liabilities    Except as disclosed on Schedule 3.20, to Taft's Knowledge Taft has no liabilities or obligations, either accrued, contingent or otherwise, that are material to Taft and that have not been: (a) reflected or disclosed in the Taft Financial Statements; or (b) incurred subsequent to December 31, 2002 in the ordinary course of business. Taft has no Knowledge of any basis for the assertion against Taft of any liability, obligation or claim (including without limitation that of any Governmental Entity) that will have or cause, or could reasonably be expected to have or cause, a Material Adverse Effect on Taft that is not fully and fairly reflected and disclosed in the Taft Financial Statements or on Schedule 3.20.

        Section 3.21    Employees; Employee Benefit Plans; ERISA    

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        Section 3.22    Powers of Attorney    No power of attorney or similar authorization given by Taft thereof is presently in effect or outstanding other than powers of attorney given in the ordinary course of business with respect to routine matters.

        Section 3.23    Hazardous Materials    Except as set forth on Schedule 3.23:

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        Section 3.24    Parachute Payments    The consummation of the Merger will not entitle any director, officer or employee of Taft to any payment that would constitute a parachute payment under IRC 280G.

        Section 3.25    Risk Management Instruments    Neither Taft nor any Subsidiary of Taft is a party or has agreed to enter into an exchange traded or over-the-counter equity, interest rate, foreign exchange or other swap, forward, future, option, cap, floor or collar or any other contract that is not included on the balance sheet and is a derivatives contract (including various combinations thereof) (each, a "Derivatives Contract") or owns securities that (i) are referred to generally as "structured notes," "high risk mortgage derivatives," "capped floating rate notes" or "capped floating rate mortgage derivatives" or (ii) are likely to have changes in value as a result of interest or exchange rate changes that significantly exceed normal changes in value attributable to interest or exchange rate changes, except for those Derivatives Contracts and other instruments legally purchased or entered into in the ordinary course of business consistent with safe and sound banking practices and regulatory guidance and previously disclosed to Bancshares.

        Section 3.26    Liability Under Regulation C, Truth in Lending Law and HMDA    To Taft's Knowledge, and except as disclosed in Schedule 3.26, Taft has no liabilities or obligations either accrued, contingent or otherwise, that have a Material Adverse Effect on Taft with respect to Regulation C, Truth in Lending Law and HMDA disclosures.

        Section 3.27    Bank Secrecy Act    Taft has not been advised of any supervisory concerns regarding its compliance with the Bank Secrecy Act (31 U.S.C. §5322, et seq.) or related state or federal anti-money laundering laws, regulations and guidelines, including without limitation those provisions of federal regulations requiring (a) the filing of reports, such as Currency Transaction Reports and Suspicious Activity Reports, (b) the maintenance of records and (c) the exercise of due diligence in identifying customers.

        Section 3.28    Community Reinvestment Act    Taft received a rating of "satisfactory" or better in its most recent examination or interim review with respect to the Community Reinvestment Act. Taft has not been advised of any concerns regarding compliance with the Community Reinvestment Act by any Governmental Entity or by any other Person.

        Section 3.29    Accounting Records    Taft maintains accounting records which fairly and validly reflect, in all material respects, its transactions and accounting controls sufficient to provide reasonable assurances that such transactions are (i) executed in accordance with its management's general or specific authorization, and (ii) recorded as necessary to permit the preparation of financial statements in conformity with GAAP. Such records, to the extent they contain material information pertaining to Taft which is not easily and readily available elsewhere, have been duplicated, and such duplicates are stored safely and securely.

        Section 3.30    Corporate Records    The minute books of Taft accurately reflect all material actions taken by the respective shareholders, board of directors and committees of Taft.

        Section 3.31.    Accounting and Tax Matters    Taft has not through the date hereof taken or agreed to take any action that would prevent Taft from qualifying the Merger as a reorganization within the meaning of Section 368 of the IRC.

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ARTICLE 4.    REPRESENTATIONS AND WARRANTIES OF BANCSHARES

        Bancshares and USB, jointly and severally, represent and warrant to Taft that:

        Section 4.1    Organization; Corporate Power; Etc.    Each of Bancshares and USB is a California corporation duly organized, validly existing and in good standing under the laws of the State of California and has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business substantially as it is being conducted on the date of this Agreement. Bancshares is a bank holding company registered under the BHCA. Each of Bancshares' Subsidiaries has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business substantially as it is being conducted on the date of this Agreement, except where the failure to have such power or authority would not have a Material Adverse Effect on Bancshares taken as a whole or the ability of Bancshares to consummate the transactions contemplated by this Agreement. Bancshares has all requisite corporate power and authority to enter into this Agreement and, subject to obtaining all Requisite Regulatory Approvals, Bancshares will have the requisite corporate power and authority to perform its respective obligations hereunder with respect to the consummation of the transactions contemplated hereby. Bancshares is the sole shareholder of USB. USB is a state chartered banking corporation licensed to conduct banking business in California. USB is a member of the Federal Reserve System. USB's deposits are insured by the FDIC in the manner and to the full extent provided by law.

        Section 4.2    Licenses and Permits.    Except as disclosed on Schedule 4.2, Bancshares and USB have all material licenses, certificates, franchises, rights and permits that are necessary for the conduct of their respective businesses, and such licenses are in full force and effect, except for any failure to be in full force and effect that would not, individually or in the aggregate, have a Material Adverse Effect on Bancshares taken as a whole, or on the ability of Bancshares to consummate the transactions contemplated by this Agreement.

        Section 4.3    Authorization of Agreement; No Conflicts.    

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        Section 4.4    Capital Structure of Bancshares.    The authorized capital stock of Bancshares consists of 10,000,000 shares of Bancshares Common Stock, no par value per share. On December 1, 2003, 5,530,613 shares of Bancshares Common Stock were outstanding and 83,000 shares of Bancshares Common Stock have been granted and are unexercised pursuant to employee stock option and other employee stock plans (the "Bancshares Stock Plans"). All outstanding shares of Bancshares Common Stock are validly issued, fully paid and nonassessable and do not possess any preemptive rights and were not issued in violation of any preemptive rights or any similar rights of any Person. The issuance of the shares of Bancshares Common Stock proposed to be issued pursuant to this Agreement at the Effective Time will have been duly authorized by all requisite corporate action of Bancshares, and such shares, when issued as contemplated by this Agreement, will constitute duly authorized, validly issued, fully paid and nonassessable shares of Bancshares Common Stock, and will not have been issued in violation of any preemptive or similar rights of any Person. As of the date of this Agreement, and except for this Agreement and the Bancshares Stock Plans, Bancshares does not have outstanding any options, warrants, calls, rights, commitments, securities or agreements of any character to which Bancshares is a party or by which it is bound obligating Bancshares to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock of Bancshares or obligating Bancshares to grant, extend or enter into any such option, warrant, call, right, commitment or agreement.

        Section 4.5    Bancshares Filings.    Since January 1, 2000, Bancshares has filed all reports, registrations and statements, together with any amendments required to be made with respect thereto, that were required to be filed with (a) the Federal Reserve or any Federal Reserve Bank; (b) the CDFI; (c) the SEC; and (d) any other applicable federal, state or local governmental or regulatory authority. All such reports, registrations and filings including the Bancshares Financial Statements are collectively referred to as the "Bancshares Filings". Except to the extent prohibited by law, copies of the Bancshares Filings have previously been made available to Taft. As of their respective filing or mailing dates, each of the past Bancshares Filings (a) was true and complete in all material respects (or was amended so as to be so promptly following discovery of any discrepancy); and (b) complied in all material respects with all of the statutes, rules and regulations enforced or promulgated by the governmental or regulatory authority with which it was filed (or was amended so as to be so promptly following discovery of any such noncompliance) and none contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

        Section 4.6    Accuracy of Information Supplied.    

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        Section 4.7    Compliance With Applicable Laws.    Except as disclosed on Schedule 4.7, to the best of Bancshares' Knowledge, the respective businesses of Bancshares and its Subsidiaries are not being conducted in violation of any law, ordinance or regulation, except for violations which individually or in the aggregate would not have a Material Adverse Effect on Bancshares and its Subsidiaries, taken as a whole. No investigation or review by any Governmental Entity with respect to Bancshares is pending or, to the Knowledge of Bancshares, threatened, nor has any Governmental Entity indicated to Bancshares an intention to conduct the same, other than regular bank examinations and those the outcome of which, as far as can be reasonably foreseen, will not have a Material Adverse Effect on Bancshares and its Subsidiaries, taken as a whole.

        Section 4.8    Performance of Obligations.    Each of Bancshares and USB has performed all material obligations required to be performed by them to date, and each of Bancshares and USB is not in material default under or in material breach of any term or provision of any covenant, contract, lease, indenture or any other agreement, written or oral, to which it is a party, is subject or is otherwise bound, and no event has occurred that, with the giving of notice or the passage of time or both, would constitute such a default or breach, where such default or breach or failure to perform would have a Material Adverse Effect on Bancshares. To the best Knowledge of Bancshares, and except as disclosed on Schedule 4.8, no party with whom Bancshares or its Subsidiaries has an agreement that is of material importance to the business of Bancshares is in default thereunder.

        Section 4.9    Absence of Material Adverse Effect.    Since December 31, 2002, no event or circumstance has occurred or is expected to occur which to Bancshares' Knowledge has had or which, with the passage of time or otherwise, could reasonably be expected to have a Material Adverse Effect on Bancshares and its Subsidiaries, taken as a whole.

        Section 4.10    Undisclosed Liabilities.    Except as disclosed on Schedule 4.10, none of Bancshares or any of its Subsidiaries to Bancshares' Knowledge has any liabilities or obligations, either accrued, contingent or otherwise, that are material to Bancshares and its Subsidiaries, taken as a whole, and that have not been: (a) reflected or disclosed in the Bancshares Financial Statements; or (b) incurred

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subsequent to December 31, 2002 in the ordinary course of business. Bancshares has no Knowledge of any basis for the assertion against Bancshares or any of its Subsidiaries, of any liability, obligation or claim (including without limitation that of any Governmental Entity) that will have or cause, or could reasonably be expected to have or cause, a Material Adverse Effect on Bancshares and its Subsidiaries, taken as a whole, that is not fairly reflected in the Bancshares Financial Statements or on Schedule 4.10.

        Section 4.11    Litigation.    Except as set forth in Schedule 4.11, to the Knowledge of Bancshares there is no suit, action or proceeding or investigation pending or threatened against or affecting Bancshares which, if adversely determined, would have a Material Adverse Effect on Bancshares, taken as a whole; nor is there any judgment, decree, injunction, rule or order of any Governmental Entity or arbitrator outstanding against Bancshares or its Subsidiaries, that has, or which, insofar as reasonably can be foreseen, in the future would have, any such Material Adverse Effect. Schedule 4.11 contains a true, correct and complete list, including identification of the applicable insurance policy covering such litigation, if any, subject to reservation of rights, if any, the applicable deductible and the amount of any reserve therefor, of all pending litigation in which Bancshares or its Subsidiaries, is a named party of which Bancshares has Knowledge, and except as disclosed on Schedule 4.11, all of the litigation shown on such Schedule is adequately covered by insurance in force, except for applicable deductibles, or has been adequately reserved for in accordance with Bancshares' prior business practices.

        Section 4.12    Agreements with Banking Authorities.    Neither Bancshares nor USB is a party to any written agreement or memorandum of understanding with, or order or directive from, any Governmental Entity, nor is any written agreement or memorandum of understanding with, or order or directive from, any Governmental Entity threatened.

        Section 4.13    Bank Secrecy Act.    Neither Bancshares nor USB has been advised of any supervisory concerns regarding their compliance with the Bank Secrecy Act (31 U.S.C. § 5322, et seq.) or related state or federal anti-money laundering laws, regulations and guidelines, including without limitation those provisions of federal regulations requiring (a) the filing of reports, such as Currency Transaction Reports and Suspicious Activity Reports, (b) the maintenance of records and (c) the exercise of due diligence in identifying customers.

        Section 4.14.    Brokers and Finders.    Except as set forth on Schedule 4.14, neither Bancshares nor USB is a party to or obligated under any agreement with any broker or finder relating to the transactions contemplated hereby, and neither the execution of this Agreement, or the Merger Agreement, nor the consummation of the transactions provided for herein or therein, will result in any liability to any broker or finder. Bancshares agrees to indemnify and hold harmless Taft, and to defend with counsel selected by Taft and reasonably satisfactory to Bancshares, from and against any liability, cost or expense, including attorneys' fees, incurred in connection with a breach of this Section 4.14.

        Section 4.15.    Community Reinvestment Act.    USB received a rating of "satisfactory" or better in its most recent examination or interim review with respect to the Community Reinvestment Act. Neither Bancshares nor USB has been advised of any concerns regarding compliance with the Community Reinvestment Act by any Governmental Entity or by any other Person.

        Section 4.16.    Accounting Records.    Each of Bancshares and USB maintains accounting records which fairly and validly reflect, in all material respects, its transactions and accounting controls sufficient to provide reasonable assurances that such transactions are (i) executed in accordance with its management's general or specific authorization, and (ii) recorded as necessary to permit the preparation of financial statements in conformity with GAAP. Such records, to the extent they contain material information pertaining to Bancshares or USB which is not easily and readily available elsewhere, have been duplicated, and such duplicates are stored safely and securely.

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        Section 4.17.    Nasdaq Listing.    As of the date hereof, Bancshares Common Stock is quoted on the Nasdaq National Market. Bancshares has taken no action to delist Bancshares Common Stock and, to the best of Bancshares' knowledge, there are no existing orders nor pending investigations by a Governmental Entity or any stock exchange which might lead to the delisting of Bancshares Common Stock.

        Section 4.18.    Accounting and Tax Matters.    Bancshares and USB have not through the date hereof taken or agreed to take any action that would prevent Bancshares from qualifying the Merger as a reorganization within the meaning of Section 368 of the IRC.

        Section 4.19.    Corporate Records.    The minute books of Bancshares and USB accurately reflect all material actions taken by the respective shareholders, board of directors and committees of Bancshares and USB.


ARTICLE 5.    ADDITIONAL AGREEMENTS

        Section 5.1 Access to Information

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        Section 5.2    Shareholder Approval.    Taft shall promptly call a meeting of its shareholders to be held at the earliest practicable date after the date on which the initial Registration Statement is declared effective by the SEC, but in no event later than February 15, 2004, for the purpose of approving this Agreement and authorizing the Merger Agreement and the Merger. Subject to its fiduciary duties, Taft's Board of Directors will recommend to the shareholders approval of this Agreement, the Merger Agreement and the Merger.

        Section 5.3    Taking of Necessary Action.    

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        Section 5.4    Registration Statement and Applications.    

        Section 5.5    Expenses.    

        Section 5.6    Notification of Certain Events.    

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        Section 5.7    Updated Schedules.    Taft has delivered to Bancshares on or before the date of this Agreement all of the Schedules to this Agreement which Taft is required to deliver to Bancshares hereunder (the "Taft Schedules"). Bancshares has delivered to Taft on or before the date of this Agreement all of the Schedules to this Agreement which Bancshares is required to deliver to Taft hereunder (the "Bancshares Schedules"). Immediately prior to the Closing Date, Taft shall have prepared updates of the Taft Schedules provided for in this Agreement and shall deliver to Bancshares revised schedules containing the updated information (or a certificate signed by Taft's Chief Executive Officer stating that there have been no changes on the applicable schedules); and Bancshares shall have prepared updates of the Bancshares Schedules provided for in this Agreement and shall deliver to Taft revised Schedules containing updated information (or a certificate signed by Bancshares' Chief Executive Officer stating that there has been no change on the applicable schedules).

        Section 5.8    Additional Accruals/Appraisals.    Immediately prior to the Closing Date, at Bancshares' request, Taft shall, consistent with GAAP and applicable banking regulations, establish such additional accruals and reserves as may be necessary to conform Taft's accounting and credit and OREO loss reserve practices and methods to those of Bancshares, provided, however, that no accrual or reserve made by Taft pursuant to this Section 5.8, or any litigation or regulatory proceeding arising out of any such accrual or reserve, or any other effect on Taft resulting from Taft's compliance with this Section 5.8, shall constitute or be deemed to be a breach, violation of or failure to satisfy any representation, warranty, covenant, condition or other provision of this Agreement or otherwise be considered in determining whether any such breach, violation or failure to satisfy shall have occurred.

        Section 5.9    Employee Plans.    Immediately prior to the Closing Date, at Bancshares' request, Taft shall terminate any Employment Plan or Benefit arrangement, provided, however, that no accrual or reserve made by Taft as a result of a termination requested by Bancshares pursuant to this Section 5.9, or any litigation or regulatory proceeding arising out of any such accrual or reserve, or any other effect on Taft resulting from Taft's compliance with this Section 5.9, shall constitute or be deemed to be a breach, violation of or failure to satisfy any representation, warranty, covenant, condition or other provision of this Agreement or otherwise be considered in determining whether any such breach, violation or failure to satisfy shall have occurred.


ARTICLE 6.    CONDUCT OF BUSINESS

        Section 6.1    Affirmative Conduct of Taft.    During the period from the date of execution of this Agreement through the Effective Time, Taft shall carry on its business, and shall cause each of its respective Subsidiaries to carry on its business, in the ordinary course in substantially the manner in which heretofore conducted, subject to changes in law applicable to all national banking associations and directives from regulators, and use all commercially reasonable efforts to preserve intact its business organization, keep available the services of its officers and employees, (other than terminations in the ordinary course of business) and preserve its relationships with customers, depositors, suppliers and others having business dealings with it; and, to these ends, shall fulfill each of the following:

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        Section 6.2    Negative Covenants of Taft    Between the date hereof and the Effective Time, except as contemplated by this Agreement, and subject to requirements of law and regulation generally applicable to banks, Taft shall not, without prior written consent of Bancshares (which consent shall not be unreasonably withheld and which consent [except with respect to subparagraph (10) of this Section 6.2] shall be deemed granted if within five (5) Business Days of Bancshares' receipt of written notice of a request for prior written consent, written notice of objection is not received by Taft):

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        Section 6.3    Affirmative Conduct of Bancshares    During the period from the date of execution of this Agreement through the Effective Time, Bancshares shall carry on its business in a reasonable manner consistent with applicable laws and use all commercially reasonable efforts to preserve intact its business organization and preserve its relationships with customers; and, to these ends, shall fulfill each of the following:

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        Section 6.4    Negative Covenants of Bancshares    During the period from the date of execution of this Agreement through the Effective Time, Bancshares agrees that without Taft's prior written consent, it shall not and its Subsidiaries shall not:

        Section 6.5    Access to Operations and Employees.    

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ARTICLE 7.    CONDITIONS PRECEDENT TO CLOSING

        Section 7.1    Conditions to the Parties' Obligations    The obligations of all the parties to this Agreement to effect the Merger shall be subject to the fulfillment of the following conditions:

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        Section 7.2    Conditions to Bancshares' Obligations.    The obligations of Bancshares to effect the Merger shall be subject to the fulfillment (or waiver, in writing, by Bancshares) of each of the following conditions:

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        Section 7.3    Conditions to Taft's Obligations.    The obligations of Taft to effect the Merger shall be subject to the fulfillment (or waiver, in writing, by Taft) of each of the following conditions:


ARTICLE 8. TERMINATION, AMENDMENTS AND WAIVERS

        8.1    Termination of Agreement.    Anything herein to the contrary notwithstanding, this Agreement and the transactions contemplated hereby including the Merger may be terminated at any time before the Effective Time, whether before or after approval by the shareholders of Taft as follows, and in no other manner:

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        8.2    Effect of Termination.    In the event that this Agreement shall be terminated pursuant to Section 8.1 hereof, all further obligations of the Parties hereto under this Agreement shall terminate without further liability of any Party to another; provided, however, that no termination of this Agreement under Section 8.1 for any reason or in any manner shall release, or be construed as so releasing, any Party from its obligations under Sections 8.5, 10.5 or 10.6, hereof and notwithstanding the foregoing if such termination shall result from the willful failure of a Party to fulfill a condition to the performance of the obligations of any other Party or to perform a covenant of such Party in this Agreement, such Party shall, subject to the provision of Section 8.5, be fully liable for any and all

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damages, costs and expenses (including, but not limited to, reasonable attorneys' fees sustained or incurred by the other Party or Parties in connection with negotiating and implementing the transactions contemplated in this Agreement).

        8.3    Waiver of Conditions.    If any of the conditions specified in Section 7.2 have not been satisfied, Bancshares and USB may nevertheless, at their election, proceed with the transactions contemplated in this Agreement. If any of the conditions specified in Section 7.3 have not been satisfied, Taft may nevertheless, at its election, proceed with the transactions contemplated in this Agreement. If any Party elects to proceed pursuant to the provisions hereof, the conditions that are unsatisfied immediately prior to the Effective Time shall be deemed to be satisfied, as evidence by a certificate delivered by the electing Party.

        8.4    Force Majeure.    Bancshares and Taft agree that, notwithstanding anything to the contrary in this Agreement, in the event this Agreement is terminated as a result of a failure of a condition, which failure is due to a natural disaster or other act of God, or an act of war or of terror, and provided neither Party has materially failed to observe the obligations of such Party under this Agreement, neither Party shall be obligated to the other Party to this Agreement for any expenses or otherwise be liable hereunder.

        8.5    Expenses.    

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        Section 8.6    Effect of Termination; Survival.    Except as provided in Section 8.5, no termination under Section 8.1 for any reason or in any manner shall release, or be construed as so releasing, any party hereto from its obligations pursuant to Sections 5.1.3, 5.5, 8.5 or 9.5 hereof or from any liability or damage to any other party hereto arising out of, in connection with, or otherwise relating to, directly or indirectly, said party's material breach, Default or failure in performance of any of its covenants, agreements, duties or obligations arising hereunder, or any breaches of any representation or warranty contained herein arising prior to the date of termination of this Agreement.


ARTICLE 9. EMPLOYEE BENEFITS AND INSURANCE

        Section 9.1    Employee Benefits.    All employees of Taft at the Effective Time, shall be entitled to participate in all Bancshares and USB Benefit Arrangements on the same basis as other similarly situated employees of Bancshares and USB. Each of these employees will be credited for eligibility, participation and vesting purposes with such employee's respective years of past service with Taft (or other prior service so credited by Taft) as though they had been employees of Bancshares and USB, except with respect to Bancshares' Employee Stock Option Plan and 401(k) Plan.

        Section 9.2    Salary Continuation Agreements.    Bancshares and USB agree that they will honor and assume the obligations to make the payments required by the terms of those certain Salary Continuation Agreements listed on Schedule 9.2.


ARTICLE 10. GENERAL PROVISIONS

        Section 10.1    Nonsurvival of Representations and Warranties.    None of the representations, warranties, covenants and agreements in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time, except for those covenants and agreements contained herein and therein which by their terms apply in whole or in part after the Effective Time or to a termination of this Agreement.

        Section 10.2    Notices.    All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally, mailed by registered or certified mail (return receipt requested), sent by confirmed overnight courier or telecopied (with electronic confirmation and verbal confirmation for the person to whom such telecopy is addressed), on the date such notice is so

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delivered, mailed or sent, as the case may be, to the parties at the following addresses (or any such other address for a party as shall be specified by like notice):

If to Taft at:   Taft National Bank
523 Cascade Place
Taft, California 93268
Fax No. (661) 765-4340
Attention: Dennis Tishma, Interim President

with a copy to:

 

Reitner & Stuart
1319 Marsh Street
San Luis Obispo, California 93401
Fax No. (805) 545-8599
Attention: Barnet Reitner, Esq.

If to Bancshares at:

 

United Security Bancshares
1525 E. Shaw Avenue
Fresno, California 93710
Fax No. (559) 248-5088
Attention: Dennis R. Woods, Chairman, President/CEO

with a copy to:

 

Gary Steven Findley & Associates
1470 North Hundley Street
Anaheim, California 92806
Fax No. (714) 630-7910
Attention: Gary Steven Findley, Esq.

        Section 10.3    Counterparts.    This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart.

        Section 10.4    Entire Agreement/No Third Party Rights/Assignment.    This Agreement (including the documents and instruments referred to herein): (a) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof; (b) except as expressly set forth herein, is not intended to confer upon any person other than the parties hereto any rights or remedies hereunder; (c) shall not be assigned by a party, by operation of law or otherwise, without the consent of the other parties; and (d) subject to the foregoing, shall be binding upon and shall inure to the benefit of the parties hereto and their permitted successors and assigns.

        Section 10.5    Nondisclosure of Agreement.    Bancshares and Taft agree, except as required by law or the rules of the NASDAQ, so long as this Agreement is in effect, not to issue any public notice, disclosure or press release with respect to the transactions contemplated by this Agreement without seeking the consent of the other party, which consent shall not be unreasonably withheld.

        Section 10.6    Confidentiality.    All Confidential Information disclosed heretofore or hereafter by any Party to this Agreement to any other Party to this Agreement shall be kept confidential by such other Party and shall not be used by such other Party otherwise than as herein contemplated, except to the extent that (a) it is necessary or appropriate to disclose to the Commissioner, the FDIC, the FRB, the SEC or any other Governmental Entity having jurisdiction over any of the Parties or as may be otherwise be required by Rule (any disclosure of Confidential Information to a Governmental Entity shall be accompanied by a request that such Governmental Entity preserve the confidentiality of such Confidential Information); or (b) to the extent such duty as to confidentiality is waived by the other

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Party. Such obligation as to confidentiality and nonuse shall survive the termination of this Agreement pursuant to Article 8. In the event of such termination and on request of another Party, each Party shall use all reasonable efforts to (1) return to the other Parties all documents (and reproductions thereof) received from such other Parties that contain Confidential Information (and, in the case of reproductions, all such reproductions made by the receiving Party); and (2) destroy the originals and all copies of any analyses, computations, studies or other documents prepared for the internal use of such Party that included Confidential Information.

        Section 10.7    Governing Law.    This Agreement shall be governed and construed in accordance with the laws of the State of California, without regard to any applicable conflicts of law.

        Section 10.8    Headings/Table of Contents.    The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

        Section 10.9    Enforcement of Agreement.    The parties hereto agree that irreparable damage will occur in the event that any of the provisions of this Agreement or the Merger Agreement is not performed in accordance with its specific terms or is otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any court of the State of California or any state having jurisdiction, this being in addition to any remedy to which they are entitled at law or in equity.

        Section 10.10    Severability.    Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction. If any provision of this Agreement is so broad as to be unenforceable, the provision shall be interpreted to be only so broad as is enforceable.

        Section 10.11    Attorneys' Fees.    If any legal action or any arbitration upon mutual agreement is brought for the enforcement of this Agreement or because of an alleged dispute, breach or default in connection with this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees and other costs and expenses incurred in that action or proceeding, in addition to any other relief to which it may be entitled.

        Section 10.12    Amendment.    This Agreement may be amended by the parties hereto, at any time before or after approval hereof by the shareholders of Taft; provided, however, that after any such approval by such shareholders, no amendments shall be made which by law require further approval by such shareholders without such further approval.

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        IN WITNESS WHEREOF, Bancshares, USB and Taft have caused this Agreement to be signed by their respective officers thereunto duly authorized, all as of the date first above written.

United Security Bancshares   Taft National Bank

By:

/s/ Dennis R. Woods


 

By:

/s/ Charles Beard

Name: Dennis R. Woods   Name: Charles Beard

 

 

 

By:

/s/ Dennis Tishma

      Name: Dennis Tishma

United Security Bank

 

 

 

By:

/s/ Dennis R. Woods


 

 

 
Name: Dennis R. Woods      

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Exhibit 7.2.8
DIRECTOR-SHAREHOLDER'S AGREEMENT

        This Director-Shareholder's Agreement ("Agreement"), dated as of December 11, 2003 is entered into by and between United Security Bancshares, a California corporation ("Bancshares"), and                        ("Shareholder").


RECITALS

        NOW THEREFORE, in consideration of the premises and of the respective representations, warranties and covenants, agreements and conditions contained herein and in the Reorganization Agreement, and intending to be legally bound hereby, Bancshares and Shareholder agree as follows:


Article I
Director-Shareholder's Agreement

        1.1    Agreement to Vote.    Shareholder shall vote or cause to be voted at any meeting of shareholders of Taft to approve the Reorganization Agreement and the transactions contemplated thereby (the "Shareholders' Meeting"), all of the shares of Taft Stock as to which Shareholder has sole or shared voting power (the "Shares"), as of the record date established to determine shareholders who have the right to vote at any such Shareholders' Meeting or to give consent to action in writing (the "Record Date"), to approve the Reorganization Agreement, the Agreement of Merger and the transactions contemplated thereby, including the principal terms of the Reorganization and Merger.

        1.2    Legend.    Shareholder agrees to stamp, print or type on the face of his or her certificates of Taft Stock evidencing the Shares the following legend:

        1.3    Restrictions on Dispositions.    Shareholder agrees that, from and after the date of this Agreement and during the term of this Agreement, he or she will not take any action that will alter or

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affect in any way the right to vote the Shares, except (i) with the prior written consent of Bancshares or (ii) to change such right from that of a shared right of Shareholder to vote the Shares to a sole right of Shareholder to vote the Shares.

        1.4    Shareholder Approval.    Shareholder shall (i) recommend shareholder approval of the Reorganization Agreement, the Agreement of Merger and the transactions contemplated thereby by the Taft shareholders at the Shareholders' Meeting and (ii) advise the Taft shareholders to reject any subsequent proposal or offer received by Taft relating to any purchase, sale, acquisition, merger or other form of business combination involving Taft or any of its assets, equity securities or debt securities and to proceed with the transactions contemplated by the Reorganization Agreement; provided, however, that Shareholder shall not be obligated to take any action specified above if the Board of Directors of Taft is advised in writing by outside legal counsel, Reitner & Stuart, that, in the exercise of his or her fiduciary duties, a director of Taft should not take such action.

        1.5    Noncompetition.    Other than serving as a director, executive officer or shareholder of Bancshares or its subsidiaries, for a period of two years after the Effective Time of the Reorganization, Shareholder agrees not to, directly or indirectly, without the prior written consent of Bancshares, own more than 1% of, organize, manage, operate, finance or participate in the ownership, management, operation or financing of, or be connected as an officer, director, employee, principal, agent or consultant to any financial institution, other than Bancshares or its subsidiaries, whose deposits are insured by the Federal Deposit Insurance Corporation that has its head offices or a branch office within 50 miles of the head office of Taft. In the event that during the two year period Bancshares is acquired by another financial institution and is not the surviving entity of the acquisition, then this Section 1.5 shall terminate upon the date of Bancshares' acquisition.


Article II
Representations and Warranties of Shareholder

        Shareholder represents and warrants to Bancshares that the statements set forth below are true and correct as of the date of this Agreement, except those that are specifically as of a different date:

        2.1    Ownership and Related Matters.    

        2.2    Authorization; Binding Agreement.    Shareholder has the legal right, power, capacity and authority to execute, deliver and perform this Agreement, and this Agreement is the valid and binding obligation of Shareholder enforceable in accordance with its terms, except as the enforcement thereof may be limited by general principles of equity.

        2.3    Noncontravention.    The execution, delivery and performance of this Agreement by Shareholder will not (a) conflict with or result in the breach of, or default or actual or potential loss of any benefit under, any provision of any agreement, instrument or obligation to which Shareholder or his or her spouse is a party or by which any of Shareholder's properties or his or her spouse's properties are bound, or give any other party to any such agreement, instrument or obligation a right to terminate or modify any term thereof; (b) require any third party consents; (c) result in the creation or imposition of any encumbrance on any of the Shares or any other assets of Shareholder or his or

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her spouse; or (d) violate any applicable laws or rules to which Shareholder or his or her spouse is subject.


Article III
General

        3.1    Amendments.    To the fullest extent permitted by law, this Agreement and any schedule or exhibit attached hereto may be amended by agreement in writing of the parties hereto at any time.

        3.2    Integration.    This Agreement constitutes the entire agreement between the parties pertaining to the subject matter hereof and (except for the Reorganization Agreement if executed by Shareholder) supersedes all prior agreements and understandings of the parties in connection therewith.

        3.3    Specific Performance.    Shareholder and Bancshares each expressly acknowledge that, in view of the uniqueness of the obligations of Shareholder contemplated hereby, Bancshares would not have an adequate remedy at law for money damages in the event that this Agreement has not been performed by Shareholder in accordance with its terms, and therefore Shareholder and Bancshares agree that Bancshares shall be entitled to specific enforcement of the terms hereof in addition to any other remedy to which it may be entitled at law or in equity.

        3.4    Termination.    This Agreement shall terminate automatically without further action at the earlier of two years following the Effective Time of the Reorganization or the termination of the Reorganization Agreement in accordance with its terms. Upon termination of this Agreement as provided herein, the respective obligations of the parties hereto shall immediately become void and have no further force and effect.

        3.5    No Assignment.    Neither this Agreement nor any rights, duties or obligations hereunder shall be assignable by Bancshares or Shareholder, in whole or in part. Any attempted assignment in violation of this prohibition shall be null and void. Subject to the foregoing, all of the terms and provisions hereof shall be binding upon, and inure to the benefit of, the successors of the parties hereto.

        3.6    Headings.    The descriptive headings of the several Articles and Sections of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.

        3.7    Counterparts.    This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each party hereto and delivered to each party hereto.

        3.8    Gender, Number, and Tense.    Throughout this Agreement, unless the context otherwise requires,

        3.9    Notices.    Any notice or communication required or permitted hereunder, shall be deemed to have been given if in writing and (a) delivered in person, (b) delivered by confirmed facsimile

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transmission, or (c) mailed by certified or registered mail, postage prepaid with return receipt requested, addressed as follows:

        If to Bancshares:

        With a copy to:

        If to Shareholder:

        With a copy to:

or at such other address and to the attention of such other person as a party may notice to the other in accordance with this Section 3.9. Any such notice or communication shall be deemed received on the date delivered personally or delivered by confirmed facsimile transmission or on the third Business Day after it was sent by certified or registered mail, postage prepaid with return receipt requested.

        3.10    Governing Law.    This Agreement shall be construed in accordance with, and governed by, the laws of the State of California, except to the extent preempted by the laws of the United States.

        3.11    Not in Director Capacity.    Except to the extent set forth in Section 1.4, no person executing this Agreement who is, during the term hereof, a director of Taft, makes any agreement or understanding herein in his or her capacity as such director. The parties sign solely in their capacities as owners of or holders of the power to vote shares of Taft Stock.

        3.12    Attorneys' Fees.    If any legal action or any arbitration upon mutual agreement is brought for the enforcement of this Agreement or because of an alleged dispute, breach or default in connection with this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees and other costs and expenses incurred in that action or proceeding, in addition to any other relief to which it may be entitled.

        3.13    Regulatory Compliance.    Each of the provisions of this Agreement is subject to compliance with all applicable regulatory requirements and conditions.

        3.14    Severability and the Like.    If any provision of this Agreement shall be held by a court of competent jurisdiction to be unreasonable as to duration, activity or subject, it shall be deemed to extend only over the maximum duration, range of activities or subjects as to which such provision shall be valid and enforceable under applicable law. If any provisions shall, for any reason, be held by a

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court of competent jurisdiction to be invalid, illegal or unenforceable, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, but this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

        3.15    Waiver of Breach.    Any failure or delay by Bancshares in enforcing any provision of this Agreement shall not operate as a waiver thereof. The waiver by Bancshares of a breach of any provision of this Agreement by the Shareholder shall not operate or be construed as a waiver of any subsequent breach or violation thereof. All waivers shall be in writing and signed by the party to be bound.

        IN WITNESS WHEREOF, the parties to this Agreement have caused and duly executed this Agreement as of the day and year first above written.

    United Security Bancshares

 

 

By:

 
     
      Title: President

 

 

SHAREHOLDER

 

 


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SPOUSAL CONSENT

        I am the spouse of                        , Shareholder in the above Agreement. I understand that I may consult independent legal counsel as to the effect of this Agreement and the consequences of my execution of this Agreement and, to the extent I felt it necessary, I have discussed it with legal counsel. I hereby confirm this Agreement and agree that it shall bind my interest in the Shares, if any.

   
(Shareholder's Spouse's Name)

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FIRST AMENDMENT TO AGREEMENT
AND PLAN OF REORGANIZATION AND MERGER

This First Amendment to the Agreement and Plan of Reorganization and Merger is entered into as of March    , 2004 (the "Amendment") by and among United Security Bancshares, a California corporation ("Bancshares"); United Security Bank, a California banking corporation and wholly-owned subsidiary of Bancshares ("USB") and Taft National Bank, a national banking association ("Taft").

RECITALS

        WHEREAS, Bancshares, USB and Taft have entered into that the Agreement and Plan of Reorganization and Merger dated as of December 11, 2003 (the "Agreement"); and

        WHEREAS, Bancshares, USB and Taft each agree that it is in the best interests of the corporations to amend certain provisions of the Agreement;

        NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Bancshares, USB and Taft hereby agree as follows:

1.
Amendment of Article 1. Definitions.    Article 1 of the Agreement shall be amended to revise the definitions of Exchange Ratio and Taft Merger Related Expenses as follows:
2.
References.    Upon execution and delivery of this Amendment, all references in the Agreement to the "Agreement," and the provisions thereof, shall be deemed to refer to the Agreement, as amended by this Amendment.

3.
No Other Amendments or Changes.    Except as expressly amended or modified by this Amendment, all of the terms and conditions of the Agreement shall remain unchanged and in full force and effect.

4.
Definitions.    All capitalized terms used herein and not otherwise defined or amended shall have the meanings given to them in the Agreement.

5.
Governing Law.    This Amendment shall be governed by and construed in accordance with the laws of the State of California.

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IN WITNESS WHEREOF, Bancshares, USB and Taft have caused this Agreement to be signed by their respective officers thereunto duly authorized, all as of the date first above written.

United Security Bancshares   Taft National Bank

 

 

 

 

 

 

 

By:

 

 

 

By:

 

 
   
     
Name:   Dennis R. Woods   Name:   Charles Beard

 

 

 

 

 

 

 

 

 

 

 

By:

 

 
           
        Name:   Dennis Tishma

 

 

 

 

 

 

 

United Security Bank

 

 

 

 

 

 

 

 

 

 

 

By:

 

 

 

 

 

 
   
       
Name:   Dennis R. Woods        

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APPENDIX B

12 U.S.C. Sec. 214a, Procedure for conversion, merger, or consolidation; vote of stockholders

        Sec. 214a [Act of August 17, 1950, Sec. 2] A national banking association may, by vote of the holders of at least two-thirds of each class of its capital stock, convert into, or merge or consolidate with, a State bank in the same State in which the national banking association is located, under a State charter, in the following manner:

        Approval of board of directors; publication of notice of stockholders' meeting; waiver of publication; notice by registered or certified mail

        (a)   The plan of conversion, merger, or consolidation must be approved by a majority of the entire board of directors of the national banking association. The bank shall publish notice of the time, place, and object of the shareholders' meeting to act upon the plan, in some newspaper with general circulation in the place where the principal office of the national banking association is located, at least once a week for four consecutive weeks: Provided, That newspaper publication may be dispensed with entirely if waived by all the shareholders and in the case of a merger or consolidation one publication at least ten days before the meeting shall be sufficient if publication for four weeks is waived by holders of at least two-thirds of each class of capital stock and prior written consent of the Comptroller of the Currency is obtained. The national banking association shall send such notice to each shareholder of record by registered mail or by certified mail at least ten days prior to the meeting, which notice may be waived specifically by any shareholder.

        Rights of dissenting shareholders

        (b)   A shareholder of a national banking association who votes against the conversion, merger, or consolidation, or who has given notice in writing to the bank at or prior to such meeting that he dissents from the plan, shall be entitled to receive in cash the value of the shares held by him, if and when the conversion, merger, or consolidation is consummated, upon written request made to the resulting State bank at any time before thirty days after the date of consummation of such conversion, merger, or consolidation, accompanied by the surrender of his stock certificates. The value of such shares shall be determined as of the date on which the shareholders' meeting was held authorizing the conversion, merger, or consolidation, by a committee of three persons, one to be selected by majority vote of the dissenting shareholders entitled to receive the value of their shares, one by the directors of the resulting State bank, and the third by the two so chosen. The valuation agreed upon by any two of three appraisers thus chosen shall govern; but, if the value so fixed shall not be satisfactory to any dissenting shareholder who has requested payment as provided herein, such shareholder may within five days after being notified of the appraised value of his shares appeal to the Comptroller of the Currency, who shall cause a reappraisal to be made, which shall be final and binding as to the value of the shares of the appellant. If, within ninety days from the date of consummation of the conversion, merger, or consolidation, for any reason one or more of the appraisers is not selected as herein provided, or the appraisers fail to determine the value of such shares, the Comptroller shall upon written request of any interested party, cause an appraisal to be made, which shall be final and binding on all parties. The expenses of the Comptroller in making the reappraisal, or the appraisal as the case may be, shall be paid by the resulting State bank. The plan of conversion, merger, or consolidation shall provide the manner of disposing of the shares of the resulting State bank not taken by the dissenting shareholders of the national banking association.

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APPENDIX C

December 11, 2003

Members of the Board of Directors
Taft National Bank
523 Cascade Place
Taft, CA 93268

Members of the Board:

        Taft National Bank ("TNB") has proposed to enter into an Agreement and Plan of Reorganization ("Agreement") with United Security Bancshares ("USB") and United Security Bank ("United Security"), a wholly-owned subsidiary of USB, whereby TNB will merge with and into United Security. Pursuant to the Agreement, shareholders of TNB shall be entitled to receive consideration, in the form of USB common stock, equal to a minimum of $5,329,620 less any costs of the transaction incurred by TNB in excess of $300,000, with a maximum valuation of USB common stock at $22.00 per share. Such transaction costs are not expected to exceed $300,000. The exchange of USB shares shall be based on the average closing price of USB during the 20 consecutive days of trading ending the third trading day immediately preceding the date of closing of the merger. On December 10, 2003 the average closing price during the preceding 20 consecutive trading days of USB was $26.34 which puts a current value of the transaction to TNB at $6,404,966.

        You have asked for our opinion, as your financial advisor, as to whether the consideration to be received by the shareholders of TNB pursuant to the Agreement is fair to such shareholders from a financial point of view, as of the date hereof.

        In connection with our opinion we have, among other things: (i) reviewed certain publicly available financial and other data with respect to TNB, USB and United Security, including the consolidated financial statements for recent years and interim periods to September 30, 2003 and certain other relevant financial and operating data relating to TNB, USB and United Security made available to us from published sources and internal records including financial and operating data for TNB as of December 31, 2002; (ii) reviewed a draft of the Agreement; (iii) reviewed certain publicly available information concerning the trading of, and the trading market for, TNB Common Stock, USB Common Stock and other banking institutions; (iv) compared TNB and USB from a financial point of view with certain other companies in the banking industry which we deemed to be relevant; (v) considered the financial terms, to the extent publicly available, of recent business combinations of companies in the banking industry which we deemed to be comparable, in whole or in part, to the Agreement; (vi) reviewed and discussed with representatives of the management of TNB certain information of a business and financial nature regarding TNB, furnished to us by them, including financial forecasts and related assumptions of TNB; (vii) made inquiries regarding and discussed the Agreement and other matters related thereto with TNB's counsel; (viii) performed an earnings accretion analysis projecting earnings of TNB on a stand alone basis and pro forma earnings for the combined entities; (ix) performed a future trading projection analysis of TNB on a stand alone basis and for the combined entities; (x) performed a future merger value analysis of TNB on a stand alone basis and for the combined entities; and (xi) performed such other analysis and examinations as we have deemed appropriate. We have discussed with the Chief Executive Officer of TNB for the purpose of reviewing the future prospects of TNB. We have taken into account our assessment of economic, regulatory, market and industry conditions as they relate generally and specifically to the geographic market in which TNB operates. We have applied our overall knowledge of the banking industry and our experience in securities valuations.

        In connection with our review and in arriving at our opinion, we have relied upon and assumed the accuracy and completeness of the financial and other information provided to us or publicly

C-1



available, and we have not assumed any responsibility for independent verification of the same. We have assumed that there have been no material changes in the assets, financial condition, results of operation, business or prospects since the respective dates of their last financial statements made available to us relating to TNB, USB and United Security. We have relied upon the management of TNB as to the reasonableness of financial and operating forecasts and projections and we have assumed that such forecasts and projections reflect the best currently available estimates and judgements of the management of TNB. We have also assumed, without assuming any responsibility for independent verification of same, that the allowance for loan losses for TNB is adequate to cover such losses. We have not made or obtained any evaluations or appraisals of the property of TNB, nor have we examined any individual loan credit files. For purposes of this opinion, we have assumed that the transaction will have the tax, accounting and legal effects described in the Agreement and assumed the accuracy of the disclosures set forth in the Agreement. Our opinion is necessarily based upon economic, monetary and market conditions existing as of the date hereof. Our opinion as expressed herein is limited to the fairness, from a financial standpoint, to all holder of TNB stock as to the terms of the Agreement.

        This opinion is furnished pursuant to our engagement letter dated September 24, 2002, and is solely for the benefit of the Board of Directors and stockholders of TNB. We have acted as financial advisor to TNB in connection with a variety of activities including those leading to the Agreement and will receive a fee for our services, including the rendering of this opinion, a significant portion of which is contingent upon the consummation of the Agreement. In furnishing this opinion, we do not admit that we are an expert with respect to any registration statement or other securities filing within the meaning of the terms "experts" as used in the Securities Act and the rules and regulations promulgated thereunder. Nor do we admit that his opinion constitutes a report or valuation within the meaning of Section 11 or the Securities Act. Our opinion is directed to the Board of TNB, covers only the fairness of the Agreement from a financial point of view to the TNB stockholders as of the date hereof and does not constitute a recommendation to any holder of TNB Common Stock as to how such shareholder should vote concerning the Agreement. Except as provided in the engagement letter, this opinion may not be used or referred to by TNB or quoted or disclosed to any person in any manner without our prior written consent, which consent is hereby given to the inclusion of this opinion in any proxy statement or prospectus filed with the Securities and Exchange Commission in connection with the Agreement.

        Based upon and subject to the foregoing, and in reliance thereon, it is our opinion that, as of today's date, the Agreement is fair to the shareholders of TNB from a financial standpoint both as to the minimum and current value of the transaction.

Very truly yours,

JAMES H. AVERY COMPANY

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers.

        The Bylaws of United Security Bancshares ("United Security") provide that United Security shall, to the maximum extent and in the manner permitted by the California Corporations Code (the "Code"), indemnify each of its directors against expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any proceeding arising by reason of the fact that such person is or was a director of United Security. Furthermore, pursuant to United Security's Articles of Incorporation and Bylaws, United Security has power, to the maximum extent and in the manner permitted by the Code, to indemnify its employees, officers and agents (other than directors) against expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any proceeding arising by reason of the fact that such person is or was an employee, officer or agent of United Security.

        Under Section 317 of the Code, a corporation may indemnify a director, officer, employee or agent of the corporation against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. In the case of an action brought by or in the right of a corporation, the corporation may indemnify a director, officer, employee or agent of the corporation against expenses (including attorneys' fees) actually and reasonably incurred by him or her if he or she acted in good faith and in a manner he or she acted in good faith and in a manner he or she reasonably believed to be in the best interests of the corporation, except that no indemnification shall be made: (1) in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless a court finds that, in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper, (2) of amounts paid in settling or otherwise disposing of a pending action without court approval, and (3) of expenses incurred in defending a pending action which is settled or otherwise disposed of without court approval.

        United Security's Bylaws also provide that United Security shall have the power to purchase and maintain insurance covering its directors, officers and employees against any liability asserted against any of hem, whether or not United Security would have the power to indemnify them against such liability under provisions of applicable law or the provisions of United Security's Bylaws. Each of the directors and executive officers of United Security has an indemnification agreement with United Security that provides that United Security shall indemnify such person to the full extent authorized by the applicable provisions of the Code and further provide advances to pay for any expenses which would be subject to reimbursement. United Security is insured against liabilities which it may incur by reason of its indemnification of officers and directors in accordance with its Bylaws.

        The foregoing summaries are necessarily subject to the complete text of the statute, Articles of Incorporation, Bylaws and agreements referred to above and are qualified in their entirety by reference thereto.

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Item 21. Exhibits and Financial Statement Schedules

A.
Exhibits

Exhibit No.
  Description of Exhibit
2.1   Agreement and Plan of Reorganization and Merger by and among United Security Bancshares, United Security Bank and Taft National Bank dated as of December 11, 2003, as amended is attached as Appendix A to the proxy statement-prospectus contained in Part I of this Registration Statement.

3.1

 

Articles of Incorporation are contained in the Registrant's Registration Statement on Form S-4, file number 333-58256, as Exhibit 3.1 and are incorporated herein by this reference.

3.2

 

Bylaws are contained in the Registrant's Registration Statement on Form S-4, file number 333-58256, as Exhibit 3.2 and are incorporated herein by this reference.

*5.1

 

Opinion re: legality

*8.1

 

Opinion re: tax matters as to the merger of Taft National with United Security Bank, a subsidiary of Registrant, by Vavrinek, Trine, Day & Co., LLP

10.1

 

Executive Salary Continuation Agreement for Dennis Woods is contained in the Registrant's Registration Statement on Form S-4, file number 333-58256, as Exhibit 10.1 and is incorporated herein by this reference.

10.2

 

Change in Control Agreement for Dennis Woods is contained in the Registrant's Registration Statement on Form S-4, file number 333-58256, as Exhibit 10.2 and is incorporated herein by this reference.

10.3

 

Executive Salary Continuation Agreement for Kenneth Donahue is contained in the Registrant's Registration Statement on Form S-4, file number 333-58256, as Exhibit 10.3 and is incorporated herein by this reference.

10.4

 

Change in Control Agreement for Kenneth Donahue is contained in the Registrant's Registration Statement on Form S-4, file number 333-58256, as Exhibit 10.4 and is incorporated herein by this reference.

10.5

 

Executive Salary Continuation Agreement for David Eytcheson is contained in the Registrant's Registration Statement on Form S-4, file number 333-58256, as Exhibit 10.5 and is incorporated herein by this reference.

10.6

 

Change in Control Agreement for David Eytcheson is contained in the Registrant's Registration Statement on Form S-4, file number 333-58256, as Exhibit 10.6 and is incorporated herein by this reference.

10.7

 

Executive Salary Continuation Agreement for Rhodlee Braa is contained in the Registrant's Registration Statement on Form S-4, file number 333-58256, as Exhibit 10.7 and is incorporated herein by this reference.

10.8

 

Change in Control Agreement for Rhodlee Braa is contained in the Registrant's Registration Statement on Form S-4, file number 333-58256, as Exhibit 10.8 and is incorporated herein by this reference.

10.9

 

Stock Option Agreement for Dennis Woods dated June 16, 1996 is contained in the Registrant's Registration Statement on Form S-4, file number 333-58256, as Exhibit 10.9 and is incorporated herein by this reference.
     

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10.10

 

Stock Option Agreement for Dennis Woods dated July 21, 1997 is contained in the Registrant's Registration Statement on Form S-4, file number 333-58256, as Exhibit 10.10 and is incorporated herein by this reference.

10.11

 

Stock Option Agreement for Kenneth Donahue dated July 21, 1997 is contained in the Registrant's Registration Statement on Form S-4, file number 333-58256, as Exhibit 10.11 and is incorporated herein by this reference.

10.12

 

Stock Option Agreement for David Eytcheson dated July 21, 1997 is contained in the Registrant's Registration Statement on Form S-4, file number 333-58256, as Exhibit 10.12 and is incorporated herein by this reference.

10.13

 

Stock Option Agreement for Rhodlee Braa dated October 10, 1995 is contained in the Registrant's Registration Statement on Form S-4, file number 333-58256, as Exhibit 10.13 and is incorporated herein by this reference.

10.14

 

Stock Option Agreement for Rhodlee Braa dated July 21, 1997 is contained in the Registrant's Registration Statement on Form S-4, file number 333-58256, as Exhibit 10.14 and is incorporated herein by this reference.

10.15

 

United Security Bank 1995 Stock Option Plan, form of incentive stock option and form of nonqualified stock option agreements are contained in the Registrant's Registration Statement on Form S-4, file number 333-58256, as Exhibit 10.15 and are incorporated herein by this reference.

10.16

 

Amendment to USB 1995 Stock Option Plan is contained in the Registrant's Registration Statement on Form S-8, file number 333-89362, as Exhibit 99.2 and is incorporated herein by this reference.

10.17

 

Amended and Restated Declaration of Trust for USB Capital Trust I dated July 16, 2001 is contained in the Registrant's Form 10-Q filed August 14, 2001, as Exhibit 10.1 and is incorporated herein by this reference.

10.18

 

Indenture Agreement between United Security Bancshares and Bank of New York for Junior Subordinated Securities dated July 16, 2001 is contained in the Registrant's Form 10-Q filed August 14, 2001, as Exhibit 10.2 and is incorporated herein by this reference.

10.19

 

Form of Director-Shareholder's Agreement by and among United Security and Taft National Bank's directors is incorporated by reference to Exhibit 7.2.8 of Appendix A to the proxy statement-prospectus included in Part I of this Registration Statement on Form S-4.

*21.1

 

Subsidiaries of the Registrant

*23.1

 

Consent of Counsel is included with the opinion re: legality as Exhibit 5.1 to the Registration Statement.

23.2

 

Consent of Moss Adams LLP as accountants for the Registrant

23.3

 

Consent of Vavrinek, Trine, Day & Co., LLP as accountants for Taft National Bank

23.4

 

Consent of James H. Avery Co. as financial advisor to Taft National is contained in its fairness opinion attached as Appendix C to the proxy statement-prospectus.
     

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*23.5

 

Consent of Vavrinek, Trine, Day & Co., LLP as to tax matters is included with the opinion re: tax matters as to the merger of Taft National with United Security Bank, a subsidiary of Registrant.

*99.1

 

Form of Taft National Bank proxy

*
Filed with the Registration Statement on Form S-4, file number 333-112364.

B.
Financial Statement Schedules
C.
Opinions

        The opinion of Gary Steven Findley & Associates as to the legality of the shares of Registrant's common stock to be issued is incorporated by reference to Exhibit 5.1 to the Registration Statement on Form S-4.

        The opinion of James H. Avery Co. as financial advisor to Taft National Bank is incorporated by reference to Appendix C to the proxy statement-prospectus included in Part I of the Registration Statement on Form S-4.

        The opinion of Vavrinek, Trine, Day & Co., LLP as to the tax matters of the merger of Taft National with United Security Bank is incorporated by reference to Exhibit 8.1 to the Registration Statement on Form S-4.

Item 22. Undertakings

        The undersigned Registrant hereby undertakes:

II-4


II-5



Signatures

        Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, hereunto duly authorized, in the City of Fresno, State of California, on March 25, 2004.

    United Security Bancshares
       
       
    By: /s/  DENNIS R. WOODS      
Dennis R. Woods
Chairman, President and CEO

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature and Title
  Date
   

 

 

 

 

 

*

Robert G. Bitter, Secretary and Director

 

March 25, 2004

 

 

*

Stanley J. Cavalla, Director

 

March 25, 2004

 

 

/s/  
KENNETH L. DONAHUE      
Kenneth L. Donahue, Senior Vice President, Principal Financial Officer and Principal Accounting Officer

 

March 25, 2004

 

 

*

Tom Ellithorpe, Director

 

March 25, 2004

 

 
         

II-6



*

Todd Henry, Director

 

March 25, 2004

 

 

 

 

 

 

 

* by:

/s/  
DENNIS R. WOODS      
Dennis R. Woods as Attorney-in-Fact pursuant to a Power of Attorney

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

*

Ronnie D. Miller, Vice Chairman of the Board

 

March 25, 2004

 

 


*

Walter Reinhard, Director


 


March 25, 2004


 


 

*

John Terzian, Director

 

March 25, 2004

 

 

/s/  
DENNIS R. WOODS      
Dennis R. Woods, Chairman of the Board, President and Chief Executive Officer

 

March 25, 2004

 

 

 

 

 

 

 

* by:

/s/  
DENNIS R. WOODS      
Dennis R. Woods as Attorney-in-Fact pursuant to a Power of Attorney

 

 

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Exhibit Index

Exhibit No.

  Description of Exhibit
23.2   Consent of Moss Adams LLP as accountants for the Registrant.

23.3

 

Consent of Vavrinek, Trine, Day & Co., LLP as accountants for Taft National Bank



QuickLinks

Taft National Bank Notice of Special Meeting of Shareholders April 21, 2004
Table of Contents
List of Appendices
Questions and Answers About the Merger
Summary
Risk Factors
A Warning about Forward Looking Statements
Markets; Market Prices And Dividends
Selected Financial Data
Comparative Historical Financial Data for United Security (Unaudited)
Comparative Historical Financial Data for Taft National (Unaudited)
The Taft National Meeting
The Merger
Description of United Security
Distribution of Average Assets, Liabilities and Shareholders' Equity: Interest rates and interest differentials Years Ended December 31, 2003, 2002, and 2001
Rate and Volume Analysis
Summary Compensation Table
Option/SAR Exercises and Year-End Value Table Aggregated Option/SAR Exercises in Last Fiscal Year and Year-End Option/SAR Value
Information About Taft National
Selected Financial Data
Management's Discussion and Analysis of Financial Condition and Results of Operations
Comparison of Shareholder Rights
Supervision and Regulation
Validity of United Security's Common Stock
Experts
Index to Financial Statements
INDEPENDENT AUDITOR'S REPORT
United Security Bancshares and Subsidiaries Consolidated Statements of Condition—Balance Sheets December 31, 2003 and 2002
United Security Bancshares and Subsidiaries Consolidated Statements of Income and Comprehensive Income Years Ended December 31, 2003, 2002 and 2001
United Security Bancshares and Subsidiaries Consolidated Statements of Changes in Shareholders' Equity Periods Ended December 31, 2003
United Security Bancshares and Subsidiaries Consolidated Statements of Cash Flows Periods Ended December 31, 2003, 2002 and 2001
Notes to Consolidated Financial Statements Years Ended December 31, 2003, 2002, and 2001
INDEPENDENT AUDITORS' REPORT
TAFT NATIONAL BANK BALANCE SHEETS December 31, 2003 and 2002
TAFT NATIONAL BANK STATEMENTS OF OPERATIONS For the Years Ended December 31, 2003 and 2002
TAFT NATIONAL BANK STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY For the Years Ended December 31, 2003 and 2002
TAFT NATIONAL BANK STATEMENTS OF CASH FLOWS For the Years Ended December 31, 2003 and 2002
TAFT NATIONAL BANK NOTES TO FINANCIAL STATEMENTS For the Years Ended December 31, 2003 and 2002
APPENDIX A AGREEMENT AND PLAN OF REORGANIZATION AND MERGER
ARTICLE 1. DEFINITIONS
ARTICLE 2. THE MERGER
ARTICLE 3. REPRESENTATIONS AND WARRANTIES OF TAFT
ARTICLE 4. REPRESENTATIONS AND WARRANTIES OF BANCSHARES
ARTICLE 5. ADDITIONAL AGREEMENTS
ARTICLE 6. CONDUCT OF BUSINESS
ARTICLE 7. CONDITIONS PRECEDENT TO CLOSING
ARTICLE 8. TERMINATION, AMENDMENTS AND WAIVERS
ARTICLE 9. EMPLOYEE BENEFITS AND INSURANCE
ARTICLE 10. GENERAL PROVISIONS
Exhibit 7.2.8 DIRECTOR-SHAREHOLDER'S AGREEMENT
RECITALS
Article I Director-Shareholder's Agreement
Article II Representations and Warranties of Shareholder
Article III General
SPOUSAL CONSENT
FIRST AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATION AND MERGER
APPENDIX B
APPENDIX C
PART II INFORMATION NOT REQUIRED IN PROSPECTUS
Signatures
Exhibit Index