UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED | |||||
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO . | |||||
Commission file number: 000-32987
(Exact name of registrant as specified in its charter)
| CALIFORNIA | ||||||||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
| (Address of principal executive offices) | (Zip Code) | |||||||
Registrant’s telephone number, including area code (559 ) 490-6261
Securities registered pursuant to Section 12(b) of the Act: Common Stock, no par value UBFO Nasdaq
(Title of Class) (Trading Symbol) (Exchange)
Securities registered pursuant to Section 12(g) of the Act: NONE
Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ☐ No ý
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities Act.
Yes ☐ No ý
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý No ☐
Indicate by check mark if disclosure of delinquent filers pursuant to item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrants knowledge, in the definitive proxy or information statements incorporated by reference in Part III of this form 10-K or any amendment to this Form 10-K. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a small reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ | Accelerated filer ☐ | |||||||
Small reporting company | Emerging growth company | |||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
1
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ý
Aggregate market value of the Common Stock held by non-affiliates as of the last business day of the registrant’s most recently completed second fiscal quarter - June 30, 2023: $104,165,322
Shares outstanding as of February 29, 2024: 17,255,505
DOCUMENTS INCORPORATED BY REFERENCE
The information required by Items 10, 11, 12, 13 and 14 of Part III of this Annual Report on Form 10-K will be found in the Company’s definitive proxy statement for its 2024 Annual Meeting of Shareholders, to be filed pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, and such information is incorporated herein by this reference.
2
EXPLANATORY NOTE
Our Annual Report on Form 10-K for the year ended December 31, 2023 (Original Form 10‑K) was filed with versions of Exhibits 31.1, 31.2, 32.1, and 32.2 that referred to a Quarterly Report on Form 10-Q for the quarter ended December 31, 2023 instead of the Annual Report on Form 10-K for the year ended December 31, 2023.
This Amendment No. 1 on Form 10-K/A (Amendment) to our Original Form 10-K, filed on March 26, 2024, is being filed for the purpose of correcting the references to a quarterly period on Form 10-Q instead of an annual period on Form 10-K in Exhibits 31.1, 31.2, 32.1, and 32.2.
This Amendment does not amend or otherwise update any other information in the Original Form 10-K and does not reflect events or circumstances occurring after the date of the Original Form 10-K.
3
UNITED SECURITY BANCSHARES
TABLE OF CONTENTS
4
Part IV
Item 15 - Exhibits and Financial Statement Schedules
(a)(1) Financial Statements
The following Consolidated Financial Statements are set forth in “Item 8. Financial Statements and Supplementary Data” of this Report.
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets - December 31, 2023 and 2022
Consolidated Statements of Income - Years Ended December 31, 2023 and 2022
Consolidated Statements of Comprehensive Loss - Years Ended December 31, 2023 and 2022
Consolidated Statements of Changes in Shareholders’ Equity - Years Ended December 31, 2023 and 2022
Consolidated Statements of Cash Flows - Years Ended December 31, 2023 and 2022
Notes to Consolidated Financial Statements
(a)(2) Financial Statement Schedules
All financial statement schedules are omitted because they are not applicable or not required or because the information is included in the financial statements or notes thereto or is not material.
5
(a)(3) Exhibits
| Articles of Incorporation of Registrant (1) | |||||
| Amended Articles of Incorporation * | |||||
| Bylaws of Registrant (1) | |||||
| Specimen common stock certificate of United Security Bancshares (1) | |||||
| Amended and Restated Executive Salary Continuation Agreement for Dennis Woods (2) | |||||
| Amended and Restated Employment Agreement for Dennis R. Woods (5) | |||||
| Amended and Restated Executive Salary Continuation Agreement for David Eytcheson (2) | |||||
| Amended and Restated Change in Control Agreement for David Eytcheson (5) | |||||
| USB 2005 Stock Option Plan (3) | |||||
| United Security Bancshares 2015 Equity Incentive Award Plan (4) | |||||
| Executive Salary Continuation Agreement for Bhavneet Gill (5) | |||||
| Executive Salary Continuation Agreement for William Yarbenet (5) | |||||
| Employment Agreement for William Yarbenet (5) | |||||
| Change in Control Agreement for Robert Oberg (6) | |||||
| Executive Salary Continuation Agreement for Robert Oberg (6) | |||||
| Information Technology Engagement Letter with Mahmood, LLC, Dated June 29, 2022 (8) | |||||
| Employment Agreement for David Kinross (7) | |||||
11.1 | Computation of earnings per share. See Note 17 to Consolidated Financial Statements set forth in “Item 8. Financial Statements and Supplementary Data” of this Report. * | ||||
6
| Subsidiaries of the Company * | |||||
| Consent of Moss Adams LLP, Independent Registered Public Accounting Firm * | |||||
| Certification of the Chief Executive Officer of United Security Bancshares pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith) | |||||
| Certification of the Chief Financial Officer of United Security Bancshares pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith) | |||||
| Certification of the Chief Executive Officer of United Security Bancshares pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith) | |||||
| Certification of the Chief Financial Officer of United Security Bancshares pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith) | |||||
| Clawback Policy, dated November 28, 2023 * | |||||
| 101 | Interactive data files pursuant to Rule 405 of Regulation S‑T: (i) the Consolidated Balance Sheets as of December 31, 2022 and 2021, (ii) the Consolidated Statements of Income for the years ended December 31, 2022 and 2021, (iii) the Consolidated Statements of Comprehensive Income for the years ended December 31, 2022 and 2021, (iv) the Consolidated Statement of Changes in Shareholders’ Equity for the years ended December 31, 2022 and 2021, (v) the Consolidated Statements of Cash Flows for the years ended December 31, 2022 and 2021, and (vi) the Notes to Consolidated Financial Statements. (Pursuant to Rule 406T of Regulation S‑T, this information is deemed furnished and not filed for purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934.) * | ||||
(1) Previously filed on April 4, 2001 as an exhibit to the Company’s filing on Form S-4 (file number 333-58256).
(2) Previously filed on March 17, 2008 as an exhibit to the Company’s filing on Form 10-K for the year ended December 31, 2007 (file number 000-32897).
(3) Previously filed on April 18, 2005 as Exhibit B to the Company’s 2005 Schedule 14A Definitive Proxy (file number 000-32897).
(4) Previously filed on April 13, 2015 as Appendix A to the Company’s 2015 Schedule 14A Definitive Proxy (file number 000-32897).
(5) Previously filed on March 2, 2018 as an exhibit to the Company’s filing on Form 10-K for the year ended December 31, 2017 (file number 000-32897).
(6) Previously filed on March 1, 2019 as an exhibit to the Company’s filing on Form 10-K for the year ended December 31, 2018 (file number 000-32897).
(7) Previously filed on November 1, 2022 as an exhibit to the Company’s filing on Form 8-K (file number 000-32897).
(8) Previously filed on March 29, 2023 as an exhibit to the Company’s filing on Form 10-K for the year ended December 31, 2022 (file number 000-32897).
* Previously filed.
(b) Exhibits filed:
See Exhibit Index under Item 15(a)(3) above for the list of exhibits required to be filed by Item 601 of Regulation S-K with this Report.
(c) Financial statement schedules filed:
See Item 15(a)(2) above.
7
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.
United Security Bancshares
| November 6, 2024 | /s/ Dennis R. Woods | |||||||
| Dennis R. Woods | ||||||||
| President and Chief Executive Officer | ||||||||
| November 6, 2024 | /s/ David A. Kinross | |||||||
| David A. Kinross | ||||||||
| Senior Vice President and Chief Financial Officer | ||||||||
8