1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended MARCH 31, 2001 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from N/A N/A ---------------------------- Commission File Number: 0-16540 ------- UNITED BANCORP, INC. -------------------- (Exact name of registrant as specified in its charter.) OHIO 34-1405357 ---- ---------- (State or other jurisdiction of (IRS Employer Identification No.) incorporation or organization) 201 SOUTH 4TH STREET, MARTINS FERRY, OHIO 43935-0010 ---------------------------------------------------- (Address of principal executive offices) (Zip Code) (740) 633-0445 -------------- (Registrant's telephone number, including area code) NOT APPLICABLE -------------- (Former name, former address and former fiscal year, if changed since last report) 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 requirements for the past 90 days. Yes X No --- --- Indicate the number of shares outstanding of the issuer's classes of common stock as of the latest practicable date. COMMON STOCK, $1.00 PAR VALUE 3,034,176 SHARES AS OF APRIL 26, 2001 ------------------------------------------------------------------- 2 UNITED BANCORP, INC. TABLE OF CONTENTS FORM 10-Q PART I FINANCIAL INFORMATION (UNAUDITED) ITEM 1. Financial Statements Condensed Consolidated Balance Sheets.............................................3 Condensed Consolidated Statements of Income.......................................4 Condensed Consolidated Statements of Shareholders' Equity.........................5 Condensed Consolidated Statements of Cash Flows...................................6 Notes to the Condensed Consolidated Financial Statements.....................7 - 12 ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations...................................................13 - 20 ITEM 3. Quantitative and Qualitative Disclosures About Market Risk............21 - 22 PART II OTHER INFORMATION ITEM 1. Legal Proceedings................................................................23 ITEM 2. Changes in Securities and Use of Proceeds........................................23 ITEM 3. Default Upon Senior Securities...................................................23 ITEM 4. Submission of Matters to a Vote of Security Holders..............................23 ITEM 5. Other Information................................................................23 ITEM 6. Exhibits and Reports on Form 8-K.................................................23 SIGNATURES.........................................................................24 2 3 UNITED BANCORP, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) PART I FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS MARCH 31, DECEMBER 31, 2001 2000 ------------- ------------- ASSETS Cash and due from Financial Institutions $ 7,368,947 $ 10,694,118 Securities available for sale 117,106,380 94,438,970 Securities held to maturity (Estimated fair value of $9,965,493 at 03/30/01 and $10,946,251 at 12/31/00) 9,585,976 10,802,213 Loans receivable Commercial loans 19,325,385 20,414,810 Commercial real estate loans 63,717,393 64,811,940 Real estate loans 55,489,205 55,931,621 Installment loans 53,299,216 55,338,861 ------------- ------------- Total loans receivable 191,831,199 196,497,232 Allowance for loan losses (2,857,058) (2,790,133) ------------- ------------- Net loans receivable 188,974,141 193,707,099 Premises and equipment, net 9,630,112 9,521,046 Accrued interest receivable and other assets 4,394,122 4,722,355 ------------- ------------- Total Assets $ 337,059,678 $ 323,885,801 ============= ============= LIABILITIES Demand deposits Noninterest-bearing $ 21,267,883 $ 22,708,636 Interest-bearing 43,071,205 45,470,957 Savings deposits 48,667,504 49,158,941 Time deposits - under $100,000 121,530,176 120,797,039 Time deposits - $100,000 and over 32,743,254 29,417,302 ------------- ------------- Total deposits 267,280,022 267,552,875 Securities sold under agreements to repurchase 9,561,416 4,861,430 Other borrowed funds 28,822,648 21,247,616 Accrued expenses and other liabilities 1,460,102 1,544,793 ------------- ------------- Total Liabilities 307,124,189 295,206,714 SHAREHOLDERS' EQUITY Common stock - $1 Par Value: 10,000,000 shares authorized; 3,094,882 issued 3,094,882 3,094,882 Additional paid in capital 21,755,335 21,699,632 Treasury stock - 60,706 shares in 2001and 28,499 shares in 2000 at cost (630,675) (283,564) Shares held by deferred compensation plan - 30,985 shares at cost in 2001 and 26,364 in 2000 (467,141) (411,438) Retained earnings 6,062,849 5,852,284 Accumulated other comprehensive income(loss), net of tax 120,239 (1,272,709) ------------- ------------- Total Shareholders' Equity 29,935,489 28,679,087 ------------- ------------- Total Liabilities and Shareholders' Equity $ 337,059,678 $ 323,885,801 ============= ============= See accompanying notes to the consolidated financial statements 3 4 UNITED BANCORP, INC. CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) THREE MONTHS ENDED MARCH 31, 2001 2000 ---------- ---------- Interest and dividend income Loans, including fees $4,337,784 $4,007,268 Taxable securities 1,521,706 1,237,833 Non-taxable securities 268,618 264,199 Other interest and dividend income 75,743 84,044 ---------- ---------- Total interest and dividend income 6,203,851 5,593,345 Interest expense Deposits Demand 279,198 225,646 Savings 231,082 279,062 Time 2,330,829 1,824,836 Other borrowings 484,106 422,829 ---------- ---------- Total interest expense 3,325,216 2,752,373 Net interest income 2,878,635 2,840,972 Provision for loan losses 195,000 115,500 ---------- ---------- Net interest income after provision for loan losses 2,683,635 2,725,472 Noninterest income Service charges on deposit accounts 212,131 172,649 Other income 155,984 151,929 ---------- ---------- Total noninterest income 368,115 324,578 Noninterest expense Salaries and employee benefits 1,141,572 1,132,095 Occupancy and equipment 369,025 349,250 Other expenses 749,211 808,333 ---------- ---------- Total noninterest expense 2,259,809 2,289,678 Income before income taxes 791,942 760,372 Income tax expense 186,609 184,050 ---------- ---------- Net income $ 605,333 $ 576,322 ========== ========== Earnings per common share - Basic $ 0.20 $ 0.19 Earnings per common share - Diluted $ 0.20 $ 0.19 Dividends per common share $ 0.13 $ 0.12 See accompanying notes to the consolidated financial statements 4 5 UNITED BANCORP, INC. CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (UNAUDITED) TREASURY ADDITIONAL STOCK AND COMMON PAID IN DEFERRED RETAINED STOCK CAPITAL PLAN EARNINGS ------------------ ------------------- ------------------- ------------------ BALANCE AT JANUARY 1, 2000 $ 2,942,885 $ 19,660,205 $ - $ 6,542,711 Net income 576,322 Net change in unrealized gain/(loss) on securities available for sale Comprehensive income Recognition of shares held by deferred compensation plan 350,692 (350,692) Cash dividends - $0.12 per share (382,575) ------------------ ------------------- ------------------- ------------------ BALANCE AT MARCH 31, 2000 $ 2,942,885 $ 20,010,897 $ (350,692) $ 6,736,458 ================== =================== =================== ================== BALANCE AT JANUARY 1, 2001 $ 3,094,882 $ 21,699,632 $ (695,002) $ 5,852,284 Net income 605,333 Net change in unrealized gain/(loss) on securities available for sale Comprehensive income Shares purchased for deferred compensation plan 55,703 (55,703) Purchases of treasury stock - 32,207 shares at cost (347,111) Cash dividends - $0.13 per share (394,768) ------------------ ------------------- ------------------- ------------------ BALANCE AT MARCH 31, 2001 $ 3,094,882 $ 21,755,335 $ (1,097,816) $ 6,062,849 ================== =================== =================== ================== ACCUMULATED OTHER COMPREHENSIVE COMPREHENSIVE INCOME INCOME TOTAL ------------------ ----------------- ------------------- BALANCE AT JANUARY 1, 2000 $ (3,847,828) $ 25,297,973 Net income $ 576,322 576,322 Net change in unrealized gain/(loss) on securities available for sale 203,359 203,359 203,359 Comprehensive income $ 779,681 ================== Recognition of shares held by deferred compensation plan Cash dividends - $0.12 per share (382,575) ----------------- ------------------- BALANCE AT MARCH 31, 2000 $ (3,644,469) $ 25,695,079 ================= =================== BALANCE AT JANUARY 1, 2001 $ (1,272,709) $ 28,679,087 Net income $ 605,333 605,333 Net change in unrealized gain/(loss) on securities available for sale 1,392,948 1,392,948 1,392,948 ------------------ Comprehensive income $ 1,998,281 ================== Shares purchased for deferred compensation plan Purchases of treasury stock - 32,207 shares at cost (347,111) Cash dividends - $0.13 per share (394,768) ----------------- ------------------- BALANCE AT MARCH 31, 2001 $ 120,239 $ 29,935,489 ================= =================== See accompanying notes to the consolidated financial statements 5 6 UNITED BANCORP, INC. CONDENSED CONSOLIDATED STATEMENTS CASH FLOWS (UNAUDITED) THREE MONTHS ENDED MARCH 31, 2001 2000 ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 605,333 $ 576,322 Adjustments to reconcile net income to net cash from operating activities Depreciation and amortization 238,375 209,606 Provision for loan losses 195,000 115,500 Deferred taxes 27,475 (17,240) Federal Home Loan Bank stock dividend (62,700) (23,200) Net realized gains on sales or calls of securities (24,214) (19,534) (Accretion)/amortization of securities, net (8,540) 3,564 Net realized gains on sales of loans (7,424) (2,595) Amortization of mortgage servicing rights 13,680 11,561 Net changes in accrued interest receivable and other assets (314,814) (448,002) Net changes in accrued expenses and other liabilities (199,888) (306,581) ------------ ------------ Net cash from operating activities 462,283 99,401 CASH FLOWS FROM INVESTING ACTIVITIES Securities available for sale Sales 3,773,516 17,367 Maturities, prepayments and calls 6,483,358 217,363 Purchases (30,724,719) Securities held to maturity Maturities, prepayments and calls 1,500,000 Purchases (277,305) Net change in loans 4,537,958 (4,207,338) Net purchases of premises and equipment (340,549) (689,004) ------------ ------------ Net cash from investing activities (15,047,741) (4,661,612) CASH FLOWS FROM FINANCING ACTIVITIES Net change in deposits (272,853) 16,043,204 Net change in short-term borrowings 12,430,358 (14,577,338) Principal payments on long-term debt (155,340) (162,665) Treasury stock purchases (347,111) Cash dividends paid (394,768) (382,575) ------------ ------------ Net cash from financing activities 11,260,287 920,626 ------------ ------------ Net change in cash and cash equivalents (3,325,171) (3,641,585) Cash and cash equivalents at beginning of year 10,694,118 11,876,955 ------------ ------------ Cash and cash equivalents at end of period $ 7,368,947 $ 8,235,370 ============ ============ Interest paid $ 3,323,910 $ 2,715,292 Income taxes paid 179,470 See accompanying notes to the consolidated financial statements 6 7 UNITED BANCORP, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES These interim condensed consolidated financial statements are prepared without audit and reflect all adjustments which, in the opinion of management, are necessary to present fairly the financial position of United Bancorp, Inc. ("Company") at March 31, 2001, and its results of operations and cash flows for the periods presented. All such adjustments are normal and recurring in nature. The accompanying condensed consolidated financial statements have been prepared in accordance with the instructions of Form 10-Q and, therefore, do not purport to contain all the necessary financial disclosures required by generally accepted accounting principles that might otherwise be necessary in the circumstances and should be read in conjunction with the consolidated financial statements, and related notes thereto, of the Company for the year ended December 31, 2000 included in its annual report. Reference is made to the accounting policies of the Company described in the notes to the consolidated financial statements contained in its 2000 Annual Report to Shareholders. The Company has consistently followed these policies in preparing this Form 10-Q. PRINCIPLES OF CONSOLIDATION: The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, ("Banks") The Citizens Savings Bank, Martins Ferry, Ohio ("CITIZENS") and The Community Bank, Lancaster, Ohio ("COMMUNITY"). All significant intercompany transactions and balances have been eliminated in consolidation. NATURE OF OPERATIONS: The Company's revenues, operating income and assets are primarily from the banking industry. Accordingly, all of the Company's banking operations are considered by Management to be aggregated in one reportable segment. Loan customers are mainly located in Athens, Belmont, Carroll, Fairfield, Harrison, Hocking, Jefferson, and Tuscarawas Counties and the surrounding localities in northeastern, eastern, southeastern, and central Ohio and include a wide range of individuals, business and other organizations. A major portion of loans are secured by various forms of collateral including real estate, business assets, consumer property and other items. Commercial loans are expected to be repaid from cash flows of the business. CITIZENS conducts its business through its main office in Martins Ferry, Ohio and nine branches in Bridgeport, Colerain, Dellroy, Dover, Jewett, New Philadelphia, St. Clairsville, Sherrodsville, and Strasburg, Ohio. COMMUNITY conducts its business through its main office in Lancaster and six branches in Lancaster, Glouster, Nelsonville and Amesville, Ohio. The Company's primary deposit products are checking, savings, and term certificate accounts, and its primary lending products are residential mortgage, commercial, and installment loans. Substantially all loans are secured by specific items of collateral including business assets, consumer assets, and real estate. Commercial loans are expected to be repaid from cash flow from operations of businesses. Real Estate loans are secured by both residential and commercial real estate. Other financial instruments which potentially represent concentrations of credit risk include deposit accounts in other financial institutions. 7 8 UNITED BANCORP, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) USE OF ESTIMATES: To prepare financial statements in conformity with generally accepted accounting principles, management makes estimates and assumptions based on available information. These estimates and assumptions affect the amounts reported in the financial statements and the disclosures provided and future results could differ. The allowance for loan losses, fair values of financial instruments and status of contingencies are particularly subject to change. INCOME TAXES: Income tax expense is based on the effective tax rate expected to be applicable for the entire year. Income tax expense is the total of the current year income tax due or refundable and the change in deferred tax assets and liabilities. Deferred tax assets and liabilities are the expected future tax consequences of temporary differences between the carrying amounts and tax bases of assets and liabilities computed using enacted tax rates. A valuation allowance, if needed, reduces deferred tax assets to the amount expected to be realized. EARNINGS AND DIVIDENDS PER SHARE: Basic earnings per common share ("EPS") is net income divided by the weighted-average number of shares outstanding during the period. Diluted EPS includes the dilutive effect of additional potential common shares issuable under stock options. Earnings and dividends per share are restated for all stock dividends through the date of issuance of the financial statements. COMPREHENSIVE INCOME: Comprehensive income consists of net income and other comprehensive income. Other comprehensive income includes unrealized gains and losses on securities available for sale which is also recognized as a separate component of equity. Other comprehensive income components net of related taxes are as follows: THREE MONTHS ENDED MARCH 31, 2001 2000 --------------------------- ------------------------- Other comprehensive income: Unrealized holding gains on available for sale securities arising during period 2,134,783 329,960 Reclassification adjustment for gains later recognized in income (24,214) (19,534) --------------------------- ------------------------- 2,110,569 310,426 Tax effect (717,621) (107,067) --------------------------- ------------------------- Other comprehensive income $ 1,392,948 $ 203,359 =========================== ========================= 8 9 UNITED BANCORP, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 2. SECURITIES: Securities were as follows: GROSS GROSS AMORTIZED UNREALIZED UNREALIZED ESTIMATED COST GAINS LOSSES FAIR VALUE ------------- ------------- ------------- ------------- AVAILABLE FOR SALE - MARCH 31, 2001 US Agency obligations $ 98,442,426 $ 372,502 $ (613,100) $ 98,201,828 State and Municipal obligations 13,142,068 390,534 13,532,602 Mortgage-backed securities 1,900,685 18,638 1,919,324 Other securities 3,439,700 12,925 3,452,625 ------------- ------------- ------------- ------------- $ 116,924,880 $ 794,599 $ (613,100) $ 117,106,380 ============= ============= ============= ============= AVAILABLE FOR SALE - DECEMBER 31, 2000 US Agency obligations $ 77,808,200 $ 62,193 $ (2,185,777) $ 75,684,616 State and Municipal obligations 13,247,607 207,123 (20,430) 13,434,300 Mortgage-backed obligations 1,934,599 (4,470) 1,930,129 Other securities 3,377,000 12,925 3,389,925 ------------- ------------- ------------- ------------- $ 96,367,406 $ 282,241 $ (2,210,677) $ 94,438,970 ============= ============= ============= ============= HELD TO MATURITY - MARCH 31, 2001 US Agency obligations $ 999,697 $ 4,993 $ - $ 1,004,690 State and Municipal obligations 8,586,279 374,758 (234) 8,960,803 ------------- ------------- ------------- ------------- $ 9,585,976 $ 379,751 $ (234) $ 9,965,493 ============= ============= ============= ============= HELD TO MATURITY - DECEMBER 31, 2000 US Agency obligations $ 2,495,865 $ 2,432 $ (13,077) $ 2,485,220 State and Municipal obligations 8,306,348 194,353 (39,669) 8,461,031 ------------- ------------- ------------- ------------- $ 10,802,213 $ 196,785 $ (52,746) $ 10,946,251 ============= ============= ============= ============= Sales of securities available for sale were as follows: THREE MONTHS ENDED MARCH 31, 2001 2000 --------------- --------------- Proceeds $ 3,773,516 $ 17,367 Gross gains 24,214 19,534 Gross losses 9 10 UNITED BANCORP, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 2. SECURITIES: (CONTINUED) Contractual maturities of securities at March 31, 2001 were as follows: AVAILABLE FOR SALE AMORTIZED ESTIMATED COST FAIR VALUE --------------- --------------- US Agency obligations Under 1 Year $ 1,000,000 $ 1,007,190 1 - 5 Years 2,249,872 2,253,668 5 - 10 Years 39,988,171 40,224,858 Over 10 Years 55,204,383 54,716,112 --------------- --------------- Total 98,442,426 98,201,828 --------------- --------------- State and municipal obligations Under 1 Year 2,846,356 2,885,601 1 - 5 Years 7,744,160 8,007,951 5 - 10 Years 1,264,671 1,312,073 Over 10 Years 1,286,881 1,326,976 --------------- --------------- Total 13,142,068 13,532,602 --------------- --------------- Mortgage Backed securities 5 - 10 Years 186,658 188,194 Over 10 Years 1,714,027 1,731,130 --------------- --------------- Total 1,900,685 1,919,324 --------------- --------------- Other investments Equity securities 3,439,700 3,452,625 --------------- --------------- Total securities available for sale $116,924,880 $117,106,380 =============== =============== HELD TO MATURITY US Agency obligations Over 10 Years 999,697 1,004,690 --------------- --------------- Total 999,697 1,004,690 --------------- --------------- State and municipal obligations 1 - 5 Years 2,606,542 2,718,482 5 - 10 Years 4,077,461 4,289,314 Over 10 Years 1,902,276 1,953,007 --------------- --------------- Total 8,586,279 8,960,803 --------------- --------------- Total securities held to maturity $ 9,585,976 $ 9,965,493 =============== =============== Securities with a carrying value of approximately 62,489,812 at March 31, 2001 and $49,414,697 at December 31, 2000 were pledged to secure public deposits, repurchase agreements and other liabilities as required or permitted by law. 10 11 UNITED BANCORP, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 3. ALLOWANCE FOR LOAN LOSSES The activity in the allowance for loan losses was as follows: THREE MONTHS ENDED MARCH 31, 2001 2000 ----------- ----------- Beginning Balance $ 2,790,133 $ 3,109,821 Provision charged to operating expense 195,000 115,500 Loans charged-off (254,002) (245,101) Recoveries 125,927 39,589 ----------- ----------- Ending Balance $ 2,857,058 $ 3,019,809 =========== =========== Non-performing loans were as follows: MARCH 31, DECEMBER 31, 2001 2000 ------------------------- ------------------------- Loans past due over 90 days still on accrual $ 88,311 $ 124,000 Nonaccrual Loans 856,950 793,360 Loans considered impaired under the provisions of SFAS No. 114 were not material at March 31, 2001 and December 31, 2000. Nonperforming loans include all impaired loans and smaller balance homogeneous loans, such as residential mortgage and consumer loans that are collectively excluded for impairment. 4. COMMITMENTS, OFF-BALANCE SHEET RISK AND CONTINGENCIES There are various contingent liabilities not reflected within the financial statements, including claims and legal actions arising in the ordinary course of business. In the opinion of management, after consultation with legal counsel, the ultimate disposition of these matters is not expected to have a material effect on the Company's financial condition or results of operations. Some financial instruments are used in the normal course of business to meet the financing needs of customers. These financial instruments include commitments to extend credit, standby letters of credit and financial guarantees. These involve, to varying degrees, credit and interest-rate risk in excess of the amounts reported in the financial statements. Exposure to credit loss if the other party does not perform is represented by the contractual amount for commitments to extend credit, standby letters of credit and financial guarantees written. The same credit policies are used for commitments and conditional obligations as are used for loans. The amount of collateral obtained, if deemed necessary, upon extension of credit is based on management's credit evaluation. Collateral varies, but may include accounts receivable, inventory, property, equipment, income-producing commercial properties, residential real estate and consumer assets. Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the commitment. 11 12 UNITED BANCORP, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 4. COMMITMENTS, OFF-BALANCE SHEET RISK AND CONTINGENCIES (CONTINUED) 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 used, total commitments do not necessarily represent future cash requirements. Standby letters of credit and financial guarantees written are conditional commitments to guarantee a customer's performance to a third party. A summary of the notional or contractual amounts of financial instruments with off-balance sheet risk at March 31, 2001 and December 31, 2000 follows: MARCH 31, DECEMBER 31, 2001 2000 ------------------------- ------------------------- Commitments to extend credit $ 17,099,935 $ 16,656,030 Credit card and ready reserve lines 1,216,862 1,256,090 Standby letters of credit 596,000 596,000 At March 31, 2001, and included above, commitments to make fixed-rate loans totaled $2,443,943 with the interest rates on those fixed-rate commitments ranging from 7.50% to 10.00%. At December 31, 2000, commitments to make fixed rate loans totaled $2,740,105 with interest rates on those fixed-rate commitments ranging from 7.50% to 10.00%. At March 31, 2001 and December 31, 2000, reserves of $1,179,000 and $1,254,000 were required as deposits with the Federal Reserve or as cash on hand. These reserves do not earn interest. 5. EARNINGS PER SHARE The factors used in the earnings per share computation were as follows: THREE MONTHS ENDED MARCH 31, 2001 2000 ------------------- ------------------- BASIC Net income $ 605,333 $ 576,322 =================== =================== Weighted average common shares outstanding 3,019,568 3,090,029 =================== =================== Basic earnings per common share $ 0.20 $ 0.19 =================== =================== DILUTED Net income $ 605,333 $ 576,322 =================== =================== Weighted average common shares outstanding for basic earnings per common share 3,019,568 3,090,029 Add: Dilutive effects of assumed exercised of stock options 767 2,373 ------------------- ------------------- Average shares and dilutive potential common shares 3,020,335 3,092,402 =================== =================== Average shares and dilutive potential common shares $ 0.20 $ 0.19 =================== =================== Stock options for 20,743 and 19,101 shares were not considered in computing diluted earnings per common share for 2001 and 2000 because they were antidilutive. 12 13 UNITED BANCORP, INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discusses the financial condition of the Company as of March 31, 2001, as compared to December 31, 2000 and the results of operations for the three months ended March 31, 2001 compared to the same periods in 2000. This discussion should be read in conjunction with the interim condensed consolidated financial statements and related footnotes included herein. FORWARD-LOOKING STATEMENTS When used in this document, the words or phrases "will likely result," "are expected to," "will continue," " is anticipated," "estimated," "projected" or similar expressions are intended to identify "forward looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are subject to certain risks and uncertainties including changes in economic conditions in the Banks' market areas, changes in policies by regulatory agencies, fluctuations in interest rates, demand for loans in the Banks' market areas and competition, that could cause actual results to differ materially from historical earnings and those presently anticipated or projected. Factors listed above could affect the Company's financial performance and could cause the Company's actual results for future periods to differ materially from any statements expressed with respect to future periods. The Company does not undertake, and specifically disclaims any obligation, to publicly revise any forward-looking statements to reflect events or circumstances after the date such statements were made or to reflect the occurrence of anticipated or unanticipated events. 13 14 UNITED BANCORP, INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following brief history of the Company and its subsidiary growth and development highlights the continuing commitment to maintaining a presence as a local "Hometown" community bank serving several diverse market areas. >> 1902 Original banking charter granted for The German Savings Bank (later changed to The Citizens Savings Bank). >> 1974 Construction of a full-service branch banking facility 6 miles west in Colerain, Ohio. >> 1978 Construction of a full-service branch banking facility 2 miles south in Bridgeport, Ohio. >> 1980 Construction of a limited-service auto-teller banking location in Martins Ferry, Ohio. >> 1983 Creation of United Bancorp, Inc. as a single-bank holding company through acquisition of 100% of the voting stock of The Citizens Savings Bank of Martins Ferry, Ohio ("CITIZENS"). Also, began operation of Automated Teller Machine ("ATM") in Aetnaville, Ohio. >> 1984 CITIZENS opened a newly constructed 21,500 square foot main-office facility in Martins Ferry, Ohio, adjacent to the auto-teller facility built in 1980. >> 1986 United Bancorp, Inc. became a multi-bank holding company through the acquisition of 100% of the voting stock of The Citizens-State Bank of Strasburg, Strasburg, Ohio, merged into CITIZENS in 1999. >> 1990 CITIZENS converted from third-party data processing to in-house data processing. CITIZENS constructed a full-service branch bank 6 miles south of Strasburg in Dover, Ohio. >> 1992 CITIZENS acquired two branch bank locations in New Philadelphia and Sherrodsville, Ohio. >> 1993 CITIZENS relocated Data Processing, Accounting and Bookkeeping to a renovated Operations Center across from the main office in Martins Ferry, Ohio. >> 1994 CITIZENS purchased a branch bank in Dellroy, Ohio. >> 1996 CITIZENS converted to check imaging and optical character recognition for data processing. >> 1997 CITIZENS opened a full-service Retail Banking Center inside Riesbeck's Food Markets, Inc.'s St. Clairsville, Ohio store. Additionally, CITIZENS introduced a Secondary Market Real Estate Mortgage Program available for all locations and introduced a MasterCard(R)Check Card to the local market area. >> 1998 CITIZENS increased ATM network by four cash dispenser machines in various Riesbecks' Food Markets. >> 1998 Effective July 7, 1998, the acquisition of Southern Ohio Community Bancorporation, Inc. was completed and The Community Bank, Glouster, Ohio ("COMMUNITY") was added as a separate banking charter to the Company. >> 1999 January 28, 1999 CITIZENS acquired a full service banking facility in Jewett, Ohio >> 1999 March 1999 COMMUNITY opened a Loan Production Office in Lancaster, Ohio. >> 1999 CITIZENS established a full service brokerage division to be known as Brokerage United with securities provided through Raymond James Financial Services, Inc., member NASD/SIPC. >> 1999 COMMUNITY moved their main office to Lancaster, Ohio. >> 2000 COMMUNITY opened a new branch in Lancaster and their auto teller for the main office. >> 2000 CITIZENS and COMMUNITY introduced Electronic Banking. 14 15 UNITED BANCORP, INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ANALYSIS OF FINANCIAL CONDITION EARNING ASSETS - LOANS At March 31, 2001, gross loans were $191,831,000 compared to $196,497,000 at year-end 2000, a decrease of 2.4%. The decrease in total outstanding loans was the result of decreases in all loan categories with particular decreases in the commercial and installment portfolios. COMMUNITY'S outstanding loans decreased .92% or approximately $447,000 from December 31, 2000. CITIZENS' also experienced a decrease in gross loans by 2.86% or $4.2 million. Installment loans were 27.8% of total loans at March 31, 2001 compared to 28.2% at year-end 2000. The indirect lending type of financing carries somewhat more risk than real estate lending, however, it also provides for higher yields. The targeted lending areas encompass four metropolitan areas, minimizing the risk to changes in economic conditions in the communities housing the Company's 17 branch locations. CITIZENS actually experienced a 3.3% or $1,105,000 decline in installment loans while COMMUNITY installment loans decreased $935,000 or 4.3% since December 31, 2000. Commercial loans also decreased $2.2 million or 2.6% from December 31, 2000. Commercial and commercial real estate loans comprised 43.3% of total loans at March 31, 2001 compared to 43.4% at December 31, 2000. Commercial and commercial real estate loans have decreased $2.2 million or 2.6% from December 31, 2000. CITIZENS commercial portfolio decreased by $2.4 million while COMMUNITY's commercial loans increased $174,000 from December 31, 2000. The Company has originated and purchased participations in loans from other banks for out-of-area commercial and commercial real estate loans to benefit from consistent economic growth outside the Company's primary market area. The majority of these loans are secured by real estate holdings comprised of hotels, motels and churches located in various geographic locations, including Columbus and the Akron-Canton, Ohio metropolitan areas. Out-of-area loans at March 31, 2001 were 7.3% of total loans and 16.8% of total commercial and commercial real estate loans compared to 6.9% and 16.0% at year-end 2000. Real estate loans were 28.9% of total loans at March 31, 2001 compared to 28.4% at year-end 2000. Real estate loans decreased .79% since December 31, 2000. CITIZENS real estate loans decreased 2.4% or $1.4 million while COMMUNITY's increased $320,000, or 4.9%. The Company offers both an adjustable rate and fixed rate product. Adjustable rate products typically have lower introductory rates as compared to that of a fixed rate mortgage. The Company primarily sells its fixed rate mortgages on the secondary market and retains the adjustable rate mortgages for the portfolio. The allowance for loan losses represents the amount which management and the Board of Directors estimates is adequate to provide for probable losses inherent in the loan portfolio. The allowance balance and the provision charged to expense are reviewed by management and the Board of Directors monthly using a risk grading model that considers borrowers past due experience, current financial condition, collateral value and various other circumstances that are 15 16 UNITED BANCORP, INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS subject to change over time. Management believes the current balance of the allowance for loan losses is adequate to absorb probable incurred credit losses associated with the loan portfolio. Net charge-offs for the three months ended March 31, 2001 were approximately $128,000, or 4.6% of the beginning balance in the allowance for loan losses compared to $206,000, or 6.6%, of the beginning balance for loan losses for the three months ended March 31, 2000. The decrease can be attributed to Management's continued focus on improving underwriting standards. EARNING ASSETS - SECURITIES AND FEDERAL FUNDS SOLD The securities portfolio is comprised of U.S. Government agency-backed securities, tax-exempt obligations of states and political subdivisions and certain other investments. The Company does not hold any collateralized mortgage-backed securities, other than those issued by U.S. government agencies, or derivative securities. The quality rating of obligations of state and political subdivisions within Ohio is no less than Aaa, Aa or A, with all out-of-state bonds rated at AAA. Board policy permits the purchase of certain non-rated bonds of local schools, townships and municipalities, based on their estimated levels of credit risk. Securities available for sale at March 31, 2001 increased approximately $22,667,000, or 24.0% from year-end 2000 totals. This increase is a result of the slower loan growth and management's leveraging through Federal Home Loan Bank borrowings. Securities held to maturity at March 31, 2001 decreased approximately $1,216,000, or 11.3% compared to year-end 2000 totals. Short-term federal funds sold are used to manage interest rate sensitivity and to meet liquidity needs of the Company. At March 31, 2001, the Company had no federal funds sold. SOURCES OF FUNDS - DEPOSITS The Company's primary source of funds is core deposits from retail and business customers. These core deposits include all categories of interest-bearing and noninterest-bearing deposits, excluding certificates of deposit greater than $100,000. For the period ended March 31, 2001, total core deposits decreased approximately $3.6 million primarily from a decrease of demand deposits totaling $3.8 million. This was partly offset by an increase in time deposits under $100,000 of $733,000. The Company has a strong deposit base from public agencies, including local school districts, city and township municipalities, public works facilities and others that may tend to be more seasonal in nature resulting from the receipt and disbursement of state and federal grants. These entities have maintained fairly static balances with the Company due to various funding and disbursement timeframes. Certificates of deposit greater than $100,000 are not considered part of core deposits and as such are used to balance rate sensitivity as a tool of funds management. At March 31, 2001, certificates of deposit greater than $100,000 increased approximately $3.3 million, or 11.3% from year-end 2000 totals. SOURCES OF FUNDS - SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE AND OTHER BORROWINGS Other interest-bearing liabilities include securities sold under agreements to repurchase, sweep accounts, federal funds purchased, Treasury, Tax & Loan notes payable and Federal Home Loan Bank ("FHLB") advances. In the first three months of 2001, the Company 16 17 UNITED BANCORP, INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS continued to utilize the FHLB programs to manage interest rate risk and liquidity positions. The majority of the Company's repurchase agreements are with local school districts and city and county governments. Total other borrowings increased approximately $12.3 million, or 47.0% from year-end 2000 totals. Most of this increase was immediately invested in available for sale securities. RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2001 NET INCOME Basic earnings per share for the three months ended March 31, 2001 was $0.20, compared with $0.19 for the three months ended March 31, 2000. Net income increased $29,000 for the three months ended March 31, 2001, compared to the same period in 2000. On an annualized basis, Return on Average Assets (ROA) was 0.73% and Return on Average Equity (ROE) was 8.24% compared to ROA of .77% and ROE of 9.26% for the three months ended March 31, 2000. NET INTEREST INCOME Net interest income, by definition, is the difference between interest income generated on interest-earning assets and the interest expense incurred on interest-bearing liabilities. Various factors contribute to changes in net interest income, including volumes, interest rates and the composition or mix of interest-earning assets in relation to interest-bearing liabilities. Net interest income increased 1.3% for the three months ended March 31, 2001 compared to the same period in 2000. Total interest income for the three months ended March 31, 2001 was $6,204,000 compared to $5,593,000 for the same period in 2000. Total interest income increased $611,000, or 10.9%. The increase can be attributed to the overall growth in the Company's interest-earning assets, and the increase in the interest rate environment during the year 2000. Total interest expense for the three months ended March 31, 2001 when compared to the same three months period ended March 31, 2000, increased 20.8%, or $573,000. The Company has experienced an increase in interest expense due to the overall increase of rates on all deposit products in the year 2000 and also in remaining competitive in the market. PROVISION FOR LOAN LOSSES The provision for loan losses is an operating expense recorded to maintain the related balance sheet allowance for loan losses at an amount considered adequate to cover probable losses associated with the loan portfolio. The total provision for loan losses was $195,000 for the three months ended March 31, 2001 compared to $116,000 for the same period in 2000. Management increased the provision in 2001 due to the loan growth experienced by COMMUNITY in the year 2000. 17 18 UNITED BANCORP, INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS NONINTEREST INCOME Total noninterest income is made up of bank related fees and service charges, as well as other income producing services provided, sale of secondary market loans, ATM income, early redemption penalties for certificates of deposits, safe deposit rental income and other miscellaneous items. Noninterest income for the three months ended March 31, 2001 was $368,000 compared to $325,000 for the same three-month period ended March 31, 2000. For the three months ended March 31, 2001 compared to the same period in 2000, noninterest income increased approximately 13.4%. The expanded customer base as a result of the COMMUNITY expansion and management's focus on updating our fee structures contributed to the increase. NONINTEREST EXPENSE Noninterest expense for the three months ended March 31, 2001 decreased 1.3% over the three months ended March 31, 2000. Expansion costs were incurred in the first quarter of 2000 related to COMMUNITY'S opening of a new headquarters, an adjacent limited service drive-thru, and a full service banking center in Lancaster, Ohio. Also, additional staffing, advertising and occupancy expenses were added to the COMMUNITY'S cost structure as a result of this expansion. CAPITAL RESOURCES Internal capital growth, through the retention of earnings, is the primary means of maintaining capital adequacy for the Company. Shareholders' equity at March 31, 2001 was $29,935,000 compared to $28,679,000 at December 31, 2000, a 4.4% increase. Total shareholders' equity in relation to total assets was 8.88% at March 31, 2001 and 8.85% at December 31, 2000. The Company has a Dividend Reinvestment Plan ("The Plan") for shareholders under which the Company's common stock will be purchased by the Plan for participants with automatically reinvested dividends. The Plan does not represent a change in the Company's dividend policy or a guarantee of future dividends. The Company maintains a deferred compensation plan for its Directors. The plan permits the Directors to defer into a Rabbi Trust all or a portion of their director fees. The plan is being accounted for under the provisions of EITF 97-14. The Company and Banks are subject to regulatory capital requirements administered by federal banking agencies. Capital adequacy guidelines and prompt corrective action regulations involve quantitative measures of assets, liabilities and certain off-balance sheet items calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by regulators about components, risk weightings and other factors and the regulators can lower classifications in certain cases. Failure to meet various capital requirements can initiate regulatory action that could have a direct material effect on the Banks' operations. The prompt corrective action regulations provide five classifications, including well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized and critically undercapitalized, although these terms are not used to represent overall financial condition. If 18 19 UNITED BANCORP, INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS adequately capitalized, regulatory approval is required to accept brokered deposits. If undercapitalized, capital distributions are limited, as is asset growth and expansion and plans for capital restoration are required. The minimum requirements are: TOTAL TIER 1 TIER 1 CAPITAL TO CAPITAL TO CAPITAL TO RISK-WEIGHTED RISK-WEIGHTED AVERAGE ASSETS ASSETS ASSETS --------------------- ---------------------- ------------------- Well capitalized 10.00% 6.00% 5.00% Adequately capitalized 8.00% 4.00% 4.00% Undercapitalized 6.00% 3.00% 3.00% The following table illustrates the Company's risk-weighted capital ratios at March 31, 2001: CAPITAL RESOURCES MARCH 31, (IN THOUSANDS) 2001 --------------------- Tier 1 capital $ 29,929 Total risk-based capital $ 32,572 Risk-weighted assets $ 237,708 Average total assets $ 331,333 Tier 1 capital to average assets 9.03% Tier 1 risk-based capital ratio 12.59% Total risk-based capital ratio 13.70% LIQUIDITY Management's objective in managing liquidity is maintaining the ability to continue meeting the cash flow needs of its customers, such as borrowings or deposit withdrawals, as well as its own financial commitments. The principal sources of liquidity are net income, loan payments, maturing securities and sales of securities available for sale, federal funds sold and cash and deposits with banks. Along with its liquid assets, the Company has additional sources of liquidity available to ensure that adequate funds are available as needed. These include, but are not limited to, the purchase of federal funds, the ability to borrow funds under line of credit agreements with correspondent banks and a borrowing agreement with the Federal Home Loan Bank of Cincinnati, Ohio and the adjustment of interest rates to obtain depositors. Management feels that it has the capital adequacy, profitability and reputation to meet the current and projected needs of its customers. For the three months ended March 31, 2001, the adjustments to reconcile net income to net cash from operating activities consisted mainly of depreciation and amortization of premises and equipment and intangibles, the provision for loan losses, net amortization of securities and net changes in other assets and liabilities. The net decrease in cash and cash equivalents of 19 20 UNITED BANCORP, INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS $3,325,000 was primarily the result of investment security purchases of $31,002,000 and an decrease in deposits of $273,000, offset by cash provided in financing activities of $11,260,000 related to an increase in short term borrowings and the decrease in loan volume. Also, cash was provided by the sales, maturities and paydowns of securities. For a more detailed illustration of sources and uses of cash, refer to the condensed consolidated statements of cash flows. INFLATION Substantially all of the Company's assets and liabilities relate to banking activities and are monetary in nature. The consolidated financial statements and related financial data are presented in accordance with Generally Accepted Accounting Principles (GAAP). GAAP currently requires the Company to measure the financial position and results of operations in terms of historical dollars, with the exception of securities available for sale, impaired loans and other real estate loans that are measured at fair value. Changes in the value of money due to rising inflation can cause purchasing power loss. Management's opinion is that movements in interest rates affects the financial condition and results of operations to a greater degree than changes in the rate of inflation. It should be noted that interest rates and inflation do effect each other, but do not always move in correlation with each other. The Company's ability to match the interest sensitivity of its financial assets to the interest sensitivity of its liabilities in its asset/liability management may tend to minimize the effect of changes in interest rates on the Company's performance. REGULATORY MATTERS The Company is subject to the regulatory requirements of The Federal Reserve System as a multi-bank holding company. The affiliate banks are subject to regulations of the Federal Deposit Insurance Corporation (FDIC) and the State of Ohio, Division of Financial Institutions. 20 21 UNITED BANCORP, INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The principal market risk affecting the Company is interest rate risk. The Banks do not maintain a trading account for any class of financial instrument and the Company is not affected by foreign currency exchange rate risk or commodity price risk. Because the Banks do not hold any equity securities other than stock in the Federal Home Loan Bank of Cincinnati, which is not significant, the Company is not subject to equity price risk. The Company and its Banks, like other financial institutions, are subject to interest rate risk to the extent that its interest-earning assets reprice differently than its interest-bearing liabilities. One of the principal financial objectives is to achieve long-term profitability while reducing its exposure to fluctuations in interest rates. The Company has sought to reduce exposure of its earnings to changes in market interest rates by managing assets and liability maturities and interest rates primarily by originating variable-rate lending products, or if issued with a fixed interest rate, as is the case with the indirect automobile portfolio, the term is rather short in duration. Both the variable interests rates inherent in the commercial, commercial real estate and real estate loan portfolios, and the short duration loan products, mitigate the Company's exposure to dramatic interest rate movements. The Company's securities are all fixed rate and are weighted more heavily towards available for sale which accounts for 92% of the portfolio compared to the 8% for held to maturity securities. The Company primarily invests in US Agency obligations and State and Municipal obligations and has a modest amount invested in mortgage-backed securities. Due to total securities approximating 38% of total assets and a significant portion of its loan portfolio consisting of fixed rate loans, the Company is particularly sensitive to periods of rising interest rates. In such periods, the Company's net interest spread is negatively affected because the interest rate paid on deposits increases faster than the rates earned on loans. Management is continuing to originate variable rate mortgage loans as the primary means to manage this risk. In addition, the Company also originates consumer and commercial loans, which make up a significant percentage of the overall loan portfolio. Consumer loans typically have a significantly shorter weighted-average maturity and offer less exposure to interest rate risks while commercial loans generally carry variable interest rates. Management measures the Company's interest rate risk by computing estimated changes in net interest income and the net portfolio value ("NPV") of its cash flows from assets, liabilities and off-balance sheet items in the event of a range of assumed changes in market interest rates. Presented in the Company's 2000 Annual Report as of December 31, 2000, is an analysis of the Company's interest rate risk as measured by changes in NPV for instantaneous and sustained parallel shifts of 100 basis points in market interest rates. Management believes that no events have occurred since December 31, 2000 which would significantly change the Company's NPV at March 31, 2001 under each assumed shifts of 100 basis points in market interest rates. The Company's NPV is more sensitive to increasing rates than decreasing rates. Such difference in sensitivity occurs principally because, as rates rise, the effect is offset on a short-term basis by the rather fixed nature of our consumer loans and investment securities. This occurs even though the commercial, commercial real estate and real estate portfolios are comprised of variable rate products. Also in a rising rate environment consumers tend not to prepay fixed rate loans as quickly as they would 21 22 UNITED BANCORP, INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS have had rates not changed dramatically. Moreover, the interest the Company pays on its deposits would increase because deposits generally have shorter periods to reprice. Certain shortcomings are inherent in the NPV method of analysis. Certain assets such as adjustable-rate loans have features that restrict changes in interest rates on a short-term basis and over the life of the asset. In addition, the proportion of adjustable-rate loans in the Company's portfolio could decrease in future periods if market interest rates remain at or decrease below current levels due to refinancing activity. Further, in the event of a change in interest rates, prepayment and early withdrawal levels would likely deviate from those assumed in the analysis. Finally, the ability of many borrowers to repay their adjustable-rate debt may decrease in the case of an increase in interest rates. 22 23 UNITED BANCORP, INC. PART II - OTHER INFORMATION FORM 10-Q PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS Not applicable. ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS Not applicable. ITEM 3. DEFAULTS UPON SENIOR SECURITIES Not applicable. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS Not applicable. ITEM 5. OTHER INFORMATION Not applicable. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits (b) The registrant filed no current reports on Form 8-K during the quarter ended March 31, 2001. 23 24 UNITED BANCORP, INC. SIGNATURES SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. May 11, 2001 By: /s/ James W. Everson - ---------------------- ----------------------------- Date James W. Everson Chairman, President & Chief Executive Officer May 11, 2001 By: /s/ Randall M. Greenwood - ---------------------- ----------------------------- Date Randall M. Greenwood Chief Financial Officer 24