11-K 1 d11k.htm FORM 11-K Form 11-K
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 11-K

 

 

FOR ANNUAL REPORTS OF EMPLOYEE STOCK

PURCHASE, SAVINGS AND SIMILAR PLANS

PURSUANT TO SECTION 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

(Mark One):

x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2008

OR

 

¨ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to             

Commission file number 0-14549

 

 

 

A. Full title of the plan and the address of the plan, if different from that of the issuer named below:

United Security Bancshares, Inc. Employee Stock Ownership Plan (With 401(k) Provisions)

 

B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

United Security Bancshares, Inc.

131 West Front Street

P.O. Box 249

Thomasville, Alabama 36784

 

 

 


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UNITED SECURITY BANCSHARES, INC.

EMPLOYEE STOCK OWNERSHIP PLAN

(With 401(k) Provisions)

FINANCIAL STATEMENTS

DECEMBER 31, 2008 and 2007

TABLE OF CONTENTS

 

     Page

REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS

   1

FINANCIAL STATEMENTS

  

Statements of net assets available for benefits

   3

Statement of changes in net assets available for benefits

   4

Notes to financial statements

   5

SUPPLEMENTAL SCHEDULE

  

Schedule H, Line 4i – Schedule of Assets (Held at End of Year)

   10

SIGNATURE

   11

EXHIBIT INDEX

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Plan Administrator

United Security Bancshares, Inc. Employee Stock Ownership Plan (With 401(k) Provisions)

We have audited the accompanying statement of net assets available for benefits of the United Security Bancshares, Inc. Employee Stock Ownership Plan (With 401(k) Provisions) (the “Plan”) as of December 31, 2008, and the related statement of changes in net assets available for benefits for the year then ended. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the auditing standards of the Public Company Accounting Oversight Board (United States). 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 audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2008, and the changes in net assets available for benefits for the year then ended, in conformity with U.S. generally accepted accounting principles.

Our audit was performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedule of assets (held at end of year) as of December 31, 2008, is presented for the purpose of additional analysis and is not a required part of the financial statements, but is supplementary information required by the Department of Labor Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in the audit of the financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole.

 

/s/ Carr, Riggs & Ingram, LLC
Dothan, Alabama
June 26, 2009

 

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee

United Security Bancshares, Inc.

Thomasville, Alabama

We have audited the accompanying statement of net assets available for benefits of the United Security Bancshares, Inc. Employee Stock Ownership Plan (With 401(k) Provisions) as of December 31, 2007. This financial statement is the responsibility of the Plan’s management. Our responsibility is to express an opinion on this financial statement based on our audit.

We conducted our audit in accordance with the auditing standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statement. 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 audit provides a reasonable basis for our opinion.

In our opinion, the financial statement referred to above presents fairly, in all material respects, the net assets available for benefits as of December 31, 2007, in conformity with U.S. generally accepted accounting principles.

 

/s/ Mauldin & Jenkins, LLC
Birmingham, Alabama
June 26, 2008

 

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UNITED SECURITY BANCSHARES, INC.

EMPLOYEE STOCK OWNERSHIP PLAN (With 401(k) Provisions)

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

DECEMBER 31, 2008 AND 2007

 

      2008    2007

Assets

     

Investments, at fair value:

     

Participant directed:

     

Common Stock, United Security Bancshares, Inc.

   $ 5,693,643    $ 4,579,795

Mutual Funds

     5,439,056      6,958,738
             
     11,132,699      11,538,533
             

Nonparticipant directed:

     

Life insurance contracts

     32,364      36,705
             

Total Investments

     11,165,063      11,575,238
             

Receivables:

     

Employer contributions

     889      —  

Participant contributions

     888      —  

Accrued interest and dividends

     77,390      411,883
             

Total Receivables

     79,167      411,883
             

Cash

     45,262      —  
             

Net assets available for benefits

   $ 11,289,492    $ 11,987,121
             

See Notes to Financial Statements.

 

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UNITED SECURITY BANCSHARES, INC.

EMPLOYEE STOCK OWNERSHIP PLAN (With 401(k) Provisions)

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

FOR THE YEAR ENDED DECEMBER 31, 2008

 

      2008  

Additions to net assets attributed to:

  

Investments:

  

Interest and dividend income

   $ 333,942   

Net unrealized/realized depreciation in fair value of investments

     (1,042,450 ) 
        

Net investment loss

     (708,508 ) 
        

Contributions:

  

Employer

     459,641   

Participant

     587,050   

Participant rollovers

     5,834   
        

Total contributions

     1,052,525   
        

Total additions

     344,017   
        

Deductions from net assets attributed to:

  

Benefit payments to participants

     1,041,646   
        

Total deductions

     1,041,646   
        

Net decrease in net assets available for benefits

     (697,629 ) 

Net assets available for benefits at beginning of year

     11,987,121   
        

Net assets available for benefits at end of year

   $ 11,289,492   
        

See Notes to Financial Statements.

 

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UNITED SECURITY BANCSHARES, INC.

EMPLOYEE STOCK OWNERSHIP PLAN

(With 401(k) Provisions)

NOTES TO FINANCIAL STATEMENTS

 

NOTE 1. DESCRIPTION OF THE PLAN

The following brief description of the United Security Bancshares, Inc. Employee Stock Ownership Plan (With 401(k) Provisions) (the “Plan”) provides only general information. Participants should refer to the Plan document for a more complete description of the Plan’s provisions.

General

The Plan is a controlled group defined contribution plan, which provides savings benefits for substantially all employees of the following controlled group of United Security Bancshares, Inc. (collectively, the “Company”):

United Security Bancshares, Inc. (parent company)

First United Security Bank

Acceptance Loan Company

The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”).

Contributions

Each year, participants may contribute up to a total of $15,500 of pretax annual compensation, as defined in the Plan and subject to applicable limitations of the Internal Revenue Code. Participants may also roll over amounts representing distributions from other qualified defined benefit or defined contribution plans and conduit IRAs. The Company may, at its discretion, match 100% of the participants’ pretax deferrals up to a total of 6% of base compensation.

Participant Accounts

Each participant’s account is credited with the participant’s contributions, the Company’s match and Plan earnings. Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s account.

Vesting

Employees are eligible to participate in the Plan on the first day of the month following their initial date of service. Effective January 1, 2003, participants are immediately vested in their contributions, the Company matching contributions and the earnings thereon. Prior to January 1, 2003, participants were immediately vested in their contributions, but subject to a six year vesting schedule in employer contributions.

Forfeitures

Prior to January 1, 2003, participants who were not credited with at least 1,000 hours of service during the Plan year forfeited any employer contributions received for that Plan year. The forfeitures were used to reduce future employer contributions to the Plan. Effective January 1, 2003, participants are immediately vested in contributions; therefore, the Plan no longer has forfeitures to reduce future employer contributions to the Plan.

 

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UNITED SECURITY BANCSHARES, INC.

EMPLOYEE STOCK OWNERSHIP PLAN

(With 401(k) Provisions)

NOTES TO FINANCIAL STATEMENTS

 

NOTE 1. DESCRIPTION OF THE PLAN (Continued)

 

Payment of Benefits

Participants may elect to receive a distribution upon hardship, termination, retirement or disability. Hardship distributions are allowed for purchasing of a primary residence, financing the higher education of the participant, the participant’s spouse, or dependent, paying unreimbursed medical bills or alleviating other certain financial hardships. Upon termination or retirement, participants may elect to receive a lump sum or rollover their account balances into other qualified plans. If a participant dies, the total account balance will be paid to the designated beneficiary or to his or her estate.

Plan Termination

Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. Participants are always 100% vested in their contributions and the Company’s match thereon.

 

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The financial statements of the Plan have been prepared in accordance with U.S. generally accepted accounting principles. Income on securities is recorded on the accrual basis and investments are recorded at fair value as stated below.

Investment Valuation

The Plan’s investments in cash are stated at fair value, which approximates cost. The shares of mutual funds, pooled bond funds and common stock are valued at quoted market prices on the last business day of the Plan year.

Purchases and sales of securities are recorded on a trade-date basis. Dividends are recorded on the ex-dividend date.

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates and assumptions.

Payment of Benefits

Benefits are recorded when paid.

 

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UNITED SECURITY BANCSHARES, INC.

EMPLOYEE STOCK OWNERSHIP PLAN

(With 401(k) Provisions)

NOTES TO FINANCIAL STATEMENTS

 

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

Recent Accounting Pronouncements

In September 2006, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (SFAS) No. 157, “Fair Value Measurements” (“SFAS No. 157”). SFAS No. 157 defines fair value, establishes a framework for measuring fair value and enhances fair value measurement disclosure. The measurement and disclosure requirements of SFAS No. 157 related to financial assets and financial liabilities are effective for the Plan beginning in 2008. The resulting fair values calculated under SFAS No. 157 after adoption are not materially different than the fair values that would have been calculated under previous guidance.

 

NOTE 3. INVESTMENTS

The fair values of individual investments that represent 5% or more of the Plan’s net assets at December 31, 2008 and/or 2007 are as follows:

 

     2008    2007

Common Stock, United Security Bancshares, Inc.

   $ 5,693,643    $ 4,579,795

Federated Prime Obligation Fund

     1,239,305      1,037,629

Federated Stock Trust

     589,393      871,257

American Funds Growth Fund of America R3

     579,664      —  

Dreyfus S&P 500 Index Fund

     398,577      630,737

Federated Equity Kaufman Fund

     335,472      689,131

American Century 20th Century International Fund

     243,800      683,894

American Century 20th Century Ultra Advanced Fund

     340      797,973

For the year ended December 31, 2008, the Plan’s investments (including investments bought, sold and transferred, as well as held during the year) depreciated $1,042,450 in fair value as determined by quoted market prices as follows:

 

Common Stock, United Security Bancshares, Inc.

   $ 796,310   

Mutual Funds

     (1,838,760 ) 
        

Total

   ($ 1,042,450 ) 
        

 

NOTE 4. FAIR VALUE MEASUREMENTS

SFAS No. 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. SFAS No. 157 has been applied prospectively as of the beginning of the period.

SFAS No. 157 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. SFAS No. 157 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:

 

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UNITED SECURITY BANCSHARES, INC.

EMPLOYEE STOCK OWNERSHIP PLAN

(With 401(k) Provisions)

NOTES TO FINANCIAL STATEMENTS

 

NOTE 4. FAIR VALUE MEASUREMENTS (Continued)

 

Level   1    Unadjusted quoted prices in active markets for identical assets or liabilities
Level   2    Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or that can be corroborated by observable market data for substantially the full term of the assets or liabilities
Level   3    Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities

All investments in the Plan are classified as Level 1 except for life insurance contracts, which are considered Level 2. As required by SFAS No. 157, assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

 

NOTE 5. NONPARTICIPANT DIRECTED INVESTMENTS

Nonparticipant directed investments consist of life insurance contracts that certain participants have purchased under the terms of the Plan. The life insurance contracts are stated at the current cash surrender value. The participants pay the annual premiums of the insurance policies from their respective participant accounts.

 

NOTE 6. TRANSACTIONS WITH PARTIES-IN-INTEREST

Plan investments are managed by The Trust Company of Sterne, Agee & Leach, Inc. The Trust Company of Sterne, Agee & Leach, Inc. is the trustee as defined by the Plan and, therefore, these transactions qualify as party-in-interest transactions. Fees paid by the Plan sponsor for administrative and record keeping services totaled $13,387 for the year ended December 31, 2008.

During the years ended December 31, 2008 and 2007, the Plan purchased 17,988 and 13,102 shares of United Security Bancshares, Inc. common stock at a cost of $320,449 and $389,021, respectively. During the year ended December 31, 2008, there were no shares sold by the Plan, however, the Plan sold 29,400 shares of United Security Bancshares, Inc. for $719,607 in 2007.

The Company pays for all legal, accounting and other services on behalf of the Plan.

 

NOTE 7. RECONCILIATION OF FINANCIAL STATEMENTS TO THE FORM 5500

The following is a reconciliation of net assets available for benefits per the financial statements at December 31, 2008 and 2007 to the Form 5500:

 

     2008     2007

Net assets available for benefits per the financial statements

   $ 11,289,492      $ 11,987,121

Cash to accrual adjustment for accrued interest and dividends

     (77,390 )      8,699
              

Net assets available for benefits per the Form 5500

   $ 11,212,102      $ 11,995,820
              

The following is a reconciliation of changes in net assets available for benefits per the financial statements for the year ended December 31, 2008 to the Form 5500:

 

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UNITED SECURITY BANCSHARES, INC.

EMPLOYEE STOCK OWNERSHIP PLAN

(With 401(k) Provisions)

NOTES TO FINANCIAL STATEMENTS

 

NOTE 7. RECONCILIATION OF FINANCIAL STATEMENTS TO THE FORM 5500 (Continued)

 

Net decrease in net assets available for benefits per the financial statements

   $ (697,629 ) 

Cash to accrual adjustment for accrued interest and dividends

     (1,977 ) 
        

Net decrease in net assets available for benefits per the Form 5500

   $ (699,606 ) 
        

 

NOTE 8. INCOME TAX STATUS

The Internal Revenue Service has determined and informed the Company by a letter dated June 21, 2002, that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code (the “IRC”). Although the Plan has been amended since receiving the determination letter, the Plan administrator believes that the Plan is designed and is currently being operated in compliance with applicable requirements of the IRC.

 

NOTE 9. RISKS AND UNCERTAINTIES

The Plan provides for investment options in various funds which invest in equity and debt securities and other investments. Such investments are exposed to risks and uncertainties, such as interest rate risk, credit risk, economic changes, political unrest, regulatory changes and foreign currency risk. The Plan’s exposure to a concentration of credit risk is dependent upon funds selected by participants. These risks and uncertainties could impact participants’ account balances and the amounts reported in the financial statements. During 2008, broad domestic and international indices declined. During this period, the decline in the Plan’s fair value of investments was consistent with these indices. Approximately 50% and 38% of the Plan’s net assets were invested in the common stock of the Company at December 31, 2008 and 2007, respectively. The underlying value of the Company’s stock is impacted by the performance of the Company, the market’s evaluation of such performance and other factors.

 

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UNITED SECURITY BANCSHARES, INC.

EMPLOYEE STOCK OWNERSHIP PLAN (With 401(k) Provisions)

SUPPLEMENTAL SCHEDULE

DECEMBER 31, 2008

(Plan Number 001)

(Employer Identification Number 63-0843362)

Schedule H, Line 4i

Schedule of Assets (Held at End of Year)

 

(a)

 

(b)

Identity of Issuer, Borrower, Lessor or Similar Party

   (c)
Description of Investment including Maturity Date,
Rate of Interest, Collateral, Par or Maturity Value
   (d)
Cost
  (e)
Current Value

*

 

United Security Bancshares, Inc. Common Stock

   285,969 shares    **   $ 5,693,643
 

Federated Prime Obligation Fund

   1,239,305 shares    **     1,239,305
 

Federated Stock Trust

   33,526 shares    **     589,393
 

American Funds Growth Fund of America R3

   28,696 shares    **     579,664
 

Federated Total Return Bond Fund

   53,481 shares    **     544,439
 

Goldman Sachs Short Duration Fund

   44,515 shares    **     458,060
 

Dreyfus S&P 500 Index Fund

   15,798 shares    **     398,577
 

Federated Equity Kaufman Fund

   93,187 shares    **     335,472
 

American Century 20th Century International Fund

   32,946 shares    **     243,800
 

Accessor Balanced Allocation Fund

   19,066 shares    **     237,752
 

Accessor Aggressive Growth Fund

   16,906 shares    **     184,609
 

Federated Capital Appreciation Fund

   11,254 shares    **     168,813
 

Accessor U. S. Government Money Market Fund

   $145,568 face amount    **     145,568
 

Accessor Growth Allocation Fund

   11,982 shares    **     139,109
 

Accessor Income and Growth Fund

   9,737 shares    **     122,789
 

Accessor Income Allocation Fund

   3,934 shares    **     50,233
 

Goldman Sachs Large Value

   132 shares    **     1,133
 

American Century 20th Century Ultra Advanced Fund

   24 shares    **     340
 

Life insurance contracts

   Life insurance policies    ***     32,364
             
          $ 11,165,063
             

 

* Party-in-interest.
** Cost not included, funds are participant directed.
*** Investments in life insurance contracts are nonparticipant directed. The face amount of the policies at December 31, 2008 was $205,610.

See accompanying report of independent registered public accounting firm, Carr, Riggs & Ingram, LLC.

 

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SIGNATURE

The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Plan administrator has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  

UNITED SECURITY BANCSHARES, INC.

EMPLOYEE STOCK OWNERSHIP PLAN (WITH 401(K) PROVISIONS)

Date: June 26, 2009    By:  

/s/ Larry M. Sellers

     Larry M. Sellers
     Vice President & Secretary of United Security Bancshares, Inc., the Plan Administrator of the United Security Bancshares, Inc. Employee Stock Ownership Plan (With 401(k) Provisions)

 

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Exhibit Index

 

Exhibit 23.1    Consent of Independent Registered Public Accounting Firm
Exhibit 23.2    Consent of Independent Registered Public Accounting Firm

 

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