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, 2004
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from N/A to N/A
---------------------------
Commission File Number: 0-16540
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UNITED BANCORP, INC.
-------------------------------------------------------
(Exact name of registrant as specified in its charter.)
OHIO 34-1405357
- ------------------------------- -------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
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 BY CHECK MARK WHETHER THE REGISTRANT IS AN ACCELERATED FILER (AS
DEFINED IN EXCHANGE ACT RULE 12B-2). YES [ ] NO [X]
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 3,525,014 SHARES AS OF APRIL 30, 2004
-------------------------------------------------------------------
UNITED BANCORP, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
PART I
FINANCIAL INFORMATION
<Table>
<Caption>
(UNAUDITED)
MARCH 31, DECEMBER 31,
2004 2003
------------- -------------
ASSETS
Cash and due from financial institutions $ 7,159,778 $ 8,386,575
------------- -------------
Total cash and cash equivalents 7,159,778 8,386,575
Securities available for sale, at market 135,835,043 140,818,167
Securities held to maturity
(Estimated fair value of $16,150,532 at 03/31/04 and $16,344,353 at 12/31/03) 15,249,708 15,594,408
Federal Home Loan Bank Stock, at cost 3,993,600 3,954,300
Total loans 204,269,577 198,608,574
Allowance for loan losses (2,813,362) (2,843,484)
------------- -------------
Net loans receivable 201,456,215 195,765,090
Premises and equipment, net 8,054,380 8,152,480
Accrued interest receivable 2,331,724 2,373,573
Other real estate and repossessions 820,731 940,015
Core deposit and other intangible assets 47,917 57,452
Bank owned life insurance 7,258,758 7,185,507
Other assets 2,202,964 2,295,402
------------- -------------
Total Assets $ 384,410,818 $ 385,522,969
============= =============
LIABILITIES
Demand deposits
Noninterest-bearing $ 30,609,619 $ 30,049,919
Interest-bearing 63,600,538 61,137,605
Savings deposits 47,327,479 48,274,042
Time deposits - under $100,000 127,338,201 128,443,059
Time deposits - $100,000 and over 33,926,085 36,621,372
------------- -------------
Total deposits 302,801,922 304,525,997
Federal funds purchased 5,297,000 9,714,000
Advances from the Federal Home Loan Bank 25,526,904 30,974,611
Securities sold under agreements to repurchase 7,188,615 5,485,399
Other borrowed funds 128,733 159,398
Trade date security purchases 8,797,866
Accrued expenses and other liabilities 1,328,539 2,149,105
------------- -------------
Total Liabilities 351,069,579 353,008,510
SHAREHOLDERS' EQUITY
Preferred stock, without par value: 2,000,000 shares authorized and unissued
Common stock - $1 Par Value: 10,000,000 shares authorized;
3,752,105 issued at 3/31/04 and 12/31/03 3,752,105 3,752,105
Additional paid in capital 25,747,420 25,712,990
Retained earnings 6,445,373 6,047,652
Shares held by deferred compensation plan at cost, 53,120 shares at 03/31/04
and 50,750 at 12/31/03 (668,272) (633,842)
Treasury stock at cost, 227,091 shares at 03/31/04 and 207,091 shares at 12/31/03 (2,439,695) (2,115,855)
Accumulated other comprehensive income (loss), net of tax effects 504,308 (248,591)
------------- -------------
Total Shareholders' Equity 33,341,239 32,514,459
------------- -------------
Total Liabilities and Shareholders' Equity $ 384,410,818 $ 385,522,969
============= =============
</Table>
See accompanying notes to the condensed consolidated financial statements.
2
UNITED BANCORP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
<Table>
<Caption>
THREE MONTHS ENDED
MARCH 31,
(UNAUDITED)
2004 2003
---------- ----------
Interest and dividend income
Loans, including fees $3,352,573 $3,415,724
Taxable securities 1,274,210 1,381,853
Non-taxable securities 357,299 349,292
Federal funds sold 2,178 23,948
Dividends on Federal Home Loan Bank stock and other 41,189 43,835
---------- ----------
Total interest and dividend income 5,027,449 5,214,652
Interest expense
Deposits
Demand 146,528 118,203
Savings 41,265 63,213
Time 1,451,503 1,638,064
Other borrowings 242,798 209,836
---------- ----------
Total interest expense 1,882,094 2,029,316
---------- ----------
Net interest income 3,145,355 3,185,336
Provision for loan losses 139,500 150,000
---------- ----------
Net interest income after provision for loan losses 3,005,855 3,035,336
Noninterest income
Service charges on deposit accounts 305,314 248,287
Net realized gains on sales of securities 110,558 201,928
Net realized gains on sales of loans 27,110 61,035
Other income 207,521 232,979
---------- ----------
Total noninterest income 650,503 744,229
---------- ----------
Noninterest expense
Salaries and employee benefits 1,313,822 1,315,824
Occupancy and equipment 358,993 437,507
Professional services 107,600 112,282
Insurance 74,224 70,642
Franchise and other taxes 97,323 102,650
Advertising 61,854 74,135
Stationary and office supplies 54,945 83,230
Amortization of intangibles 4,500 4,500
Other expenses 494,225 513,141
---------- ----------
Total noninterest expense 2,567,486 2,713,911
---------- ----------
Income before income taxes 1,088,872 1,065,654
Income tax expense 232,900 263,129
---------- ----------
Net income $ 855,972 $ 802,525
========== ==========
Earnings per common share - Basic $ 0.25 $ 0.23
Earnings per common share - Diluted $ 0.24 $ 0.23
Dividends per common share $ 0.13 $ 0.12
</Table>
See accompanying notes to the condensed consolidated financial statements.
3
UNITED BANCORP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(UNAUDITED)
<Table>
<Caption>
TREASURY
ADDITIONAL STOCK AND ACCUMULATED
COMMON PAID IN RETAINED DEFERRED COMPREHENSIVE
STOCK CAPITAL EARNINGS PLAN INCOME (LOSS) TOTAL
------------ ------------ ------------ ------------ -------------- ------------
BALANCE AT JANUARY 1, 2003 $ 3,411,307 $ 25,651,879 $ 4,472,544 $ (2,344,858) $ 963,990 $ 32,154,862
Net income 802,525 802,525
Shares purchased for deferred
compensation plan 17,879 (17,879) --
Shares distributed from deferred
compensation plan (50,292) 50,292 --
Purchases of treasury stock, at cost (343,728) (343,728)
Unrealized losses on securities
designated as available for
sale, net of tax (469,347) (469,347)
Cash dividends - $0.12 per share (418,995) (418,995)
------------ ------------ ------------ ------------ ------------ ------------
BALANCE AT MARCH 31, 2003 (UNAUDITED) $ 3,411,307 $ 25,619,466 $ 4,856,074 $ (2,656,173) $ 494,643 $ 31,725,317
============ ============ ============ ============ ============ ============
BALANCE AT JANUARY 1, 2004 $ 3,752,105 $ 25,712,990 $ 6,047,652 $ (2,749,697) $ (248,591) $ 32,514,459
Net income 855,972 855,972
Shares purchased for deferred
compensation plan 34,430 (34,430) --
Purchases of treasury stock,
at cost (323,840) (323,840)
Unrealized gains on securities
designated as available for
sale, net of tax 752,899 752,899
Cash dividends - $0.13 per share (458,251) (458,251)
------------ ------------ ------------ ------------ ------------ ------------
BALANCE AT MARCH 31, 2004 (UNAUDITED) $ 3,752,105 $ 25,747,420 $ 6,445,373 $ (3,107,967) $ 504,308 $ 33,341,239
============ ============ ============ ============ ============ ============
</Table>
See accompanying notes to the condensed consolidated financial statements.
4
UNITED BANCORP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(UNAUDITED)
<Table>
<Caption>
THREE MONTHS ENDED
MARCH 31,
2004 2003
----------- -----------
Net earnings $ 855,972 $ 802,525
Other comprehensive income (loss), net of tax:
Unrealized holding gains (losses) on securities
during the period, net of taxes (benefits) of
$425,446 and $(173,129) in 2004 and 2003, respectively 825,867 (336,074)
Reclassification adjustment for gains
included in earnings, net of taxes of $37,590 and
$68,655 in 2004 and 2003, respectively (72,968) (133,273)
----------- -----------
Comprehensive Income $ 1,608,871 $ 333,178
----------- -----------
Accumulated comprehensive income $ 504,308 $ 494,643
=========== ===========
</Table>
See accompanying notes to the condensed consolidated financial statements.
5
UNITED BANCORP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<Table>
<Caption>
THREE MONTHS ENDED
MARCH 31,
2004 2003
------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 855,972 $ 802,525
Adjustments to reconcile net income to net cash
from operating activities
Depreciation and amortization 213,359 238,981
Provision for loan losses 139,500 150,000
Bank owned life insurance income (73,251) (90,211)
Federal Home Loan Bank stock dividend (84,800) (42,400)
Net realized gains on sales of securities (110,558) (201,928)
Amortization of premium and discount on securities, net 140,156 113,830
Net realized gains on sales of loans (19,313) (24,909)
Net realized loss (gain) on sale of real estate owned 9,578 (9,500)
Amortization of mortgage servicing rights 20,705 22,671
Net changes in accrued interest receivable and other assets 29,601 127,094
Net changes in accrued expenses and other liabilities 7,718,924 3,914,389
------------ ------------
Net cash from operating activities 8,839,873 5,000,542
CASH FLOWS FROM INVESTING ACTIVITIES
Securities available for sale
Sales 16,086,129 12,612,512
Maturities, prepayments and calls 20,324,540 36,662,624
Purchases (30,320,722) (41,915,483)
Securities held to maturity
Maturities, prepayments and calls 349,035 202,000
Purchases (587,183)
Net change in loans (5,811,312) (2,146,427)
Purchases of premises and equipment (105,724) (77,103)
Proceeds from sale of real estate owned 109,706 65,000
------------ ------------
Net cash from investing activities 631,652 4,815,940
CASH FLOWS FROM FINANCING ACTIVITIES
Net change in deposits (1,724,075) (1,040,131)
Net change in borrowings (8,192,156) 10,347,530
Treasury stock purchases (323,840) (343,728)
Cash dividends paid (458,251) (418,995)
------------ ------------
Net cash from (used in) financing activities (10,698,322) 8,544,676
------------ ------------
Net change in cash and cash equivalents (1,226,797) 18,361,158
Cash and cash equivalents at beginning of year 8,386,575 10,288,554
------------ ------------
Cash and cash equivalents at end of period $ 7,159,778 $ 28,649,712
============ ============
Interest paid $ 1,918,976 $ 2,033,603
Income taxes paid $ 55,000 $ --
Recognition of mortgage servicing rights $ 7,797 $ 36,126
</Table>
See accompanying notes to the condensed consolidated financial statements.
6
UNITED BANCORP, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
These interim 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, 2004, 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 for Form 10-Q and, therefore, do not purport to
contain all the necessary financial disclosures required by accounting
principles generally accepted in the United States of America 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, 2003 included in its Annual Report on
Form 10-K. Reference is made to the accounting policies of the Company described
in the Notes to the Consolidated Financial Statements contained in its Annual
Report on Form 10-K. The Company has consistently followed these policies in
preparing this Form 10-Q.
PRINCIPLES OF CONDENSED CONSOLIDATION:
The consolidated financial statements include the accounts of the
Company and its wholly-owned subsidiaries, (collectively, "the 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 derived
primarily from the banking industry. Accordingly, all of the Company's banking
operations are considered by Management to be aggregated in one reportable
operating segment. 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.
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 four branches in
Amesville, Glouster, Lancaster, and Nelsonville, Ohio. The Company's primary
deposit products are checking, savings, and term certificates of deposits, 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
business. 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.
USE OF ESTIMATES:
To prepare financial statements in conformity with accounting
principles generally accepted in the United States of America,
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.
7
UNITED BANCORP, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
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.
The components used in the earnings per share computation were
as follows:
<Table>
<Caption>
THREE MONTHS ENDED
MARCH 31,
2004 2003
---------- ----------
BASIC
Net income $ 855,972 $ 802,525
========== ==========
Weighted average common shares outstanding 3,480,436 3,505,407
========== ==========
Basic earnings per common share $ 0.25 $ 0.23
========== ==========
DILUTED
Net income $ 855,972 $ 802,525
========== ==========
Weighted average common shares outstanding for
basic earnings per common share 3,480,436 3,505,407
Add: Dilutive effects of assumed exercise of stock
options 21,278 13,595
---------- ----------
Average shares and dilutive potential common shares 3,501,714 3,519,002
========== ==========
Diluted earnings per common share $ 0.24 $ 0.23
========== ==========
Number of stock options not considered in computing
diluted earnings per share due to antidilutive nature 2,106 23,163
Weighted average exercise price $ 11.02 $ 8.81
</Table>
The interim period disclosures for the stock option plan as
required under Financial Accounting Standards Board Statement of
Financial Accounting Standards No. 148 "Accounting for Stock Based
Compensation - Transition and Disclosure" have been omitted due to no
activity in the option plan.
8
UNITED BANCORP, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
2. SECURITIES:
Securities were as follows:
<Table>
<Caption>
AMORTIZED GROSS GROSS ESTIMATED
COST UNREALIZED GAINS UNREALIZED LOSSES FAIR VALUE
------------- ---------------- ----------------- -------------
AVAILABLE FOR SALE - MARCH 31, 2004
U.S. Govt. and agency obligations $ 68,694,598 $ 309,178 $ (131,993) $ 68,871,783
State and municipal obligations 20,501,739 538,681 (82,387) 20,958,033
Mortgage-backed securities 42,951,499 156,830 (39,056) 43,069,273
Collateralized mortgage obligations 2,919,104 16,058 (18,762) 2,916,400
------------- ------------- ------------- -------------
Total debt securities $ 135,066,940 $ 1,020,747 $ (272,198) $ 135,815,489
Equity securities 4,000 15,554 -- 19,554
------------- ------------- ------------- -------------
$ 135,070,940 $ 1,036,301 $ (272,198) $ 135,835,043
============= ============= ============= =============
AVAILABLE FOR SALE - DECEMBER 31, 2003
U.S. Govt. and agency obligations $ 81,675,557 $ 249,762 $ (626,828) $ 81,298,491
State and municipal obligations 20,486,465 342,815 (186,456) 20,642,824
Mortgage-backed securities 36,021,522 73,958 (223,858) 35,871,622
Collateralized mortgage obligations 3,007,277 10,700 (36,345) 2,981,632
------------- ------------- ------------- -------------
Total debt securities $ 141,190,821 $ 677,235 $ (1,073,487) $ 140,794,569
Equity securities 4,000 19,598 -- 23,598
------------- ------------- ------------- -------------
$ 141,194,821 $ 696,833 $ (1,073,487) $ 140,818,167
============= ============= ============= =============
</Table>
<Table>
<Caption>
AMORTIZED GROSS GROSS ESTIMATED
COST UNRECOGNIZED GAINS UNRECOGNIZED LOSSES FAIR VALUE
------------- ------------------ ------------------- -------------
HELD TO MATURITY - MARCH 31, 2004
State and municipal obligations $ 15,249,708 $ 912,185 $ (11,361) $ 16,150,532
============= ============= ============= =============
HELD TO MATURITY - DECEMBER 31, 2003
State and municipal obligations $ 15,594,408 $ 781,888 $ (31,943) $ 16,344,353
============= ============= ============= =============
</Table>
Sales of securities available for sale were as follows:
<Table>
<Caption>
THREE MONTHS ENDED
MARCH 31,
2004 2003
------------ ------------
Proceeds $ 16,086,129 $ 12,612,512
Gross gains 150,765 201,928
Gross losses 40,207 -
</Table>
9
UNITED BANCORP, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
2. SECURITIES: (CONTINUED)
Contractual maturities of securities at March 31, 2004 were as follows:
<Table>
<Caption>
AMORTIZED ESTIMATED
COST FAIR VALUE
------------ ------------
AVAILABLE FOR SALE
U.S. government and federal agency obligations
Under 1 Year $ -- $ --
1 - 5 Years 499,918 507,285
5 - 10 Years 19,682,969 19,837,515
Over 10 Years 48,511,711 48,526,983
------------ ------------
Total 68,694,598 68,871,783
------------ ------------
State and municipal obligations
Under 1 Year 841,828 845,374
1 - 5 Years 658,441 708,378
5 - 10 Years 7,656,540 8,012,971
Over 10 Years 11,344,930 11,391,310
------------ ------------
Total 20,501,739 20,958,033
------------ ------------
Mortgage backed securities
1 - 5 Years 1,327,610 1,336,471
5 - 10 Years 14,471,662 14,509,068
Over 10 Years 27,152,227 27,223,734
------------ ------------
Total 42,951,499 43,069,273
------------ ------------
Collateralized mortgage obligations
5 - 10 Years 648,543 654,081
Over 10 Years 2,270,561 2,262,319
------------ ------------
Total 2,919,104 2,916,400
------------ ------------
Other investments
Equity securities 4,000 19,554
------------ ------------
Total securities available for sale $135,070,940 $135,835,043
============ ============
HELD TO MATURITY
State and municipal obligations
Under 1 Year $ 1,411,296 $ 1,441,275
1 - 5 Years 2,692,406 2,897,993
5 - 10 Years 4,106,144 4,486,058
Over 10 Years 7,039,862 7,325,206
------------ ------------
Total securities held to maturity $ 15,249,708 $ 16,150,532
============ ============
</Table>
Securities with an amortized cost of approximately $54.8 million at March 31,
2004 and $55.4 million at December 31, 2003 were pledged to secure public
deposits, repurchase agreements and other liabilities as required or permitted
by law.
10
UNITED BANCORP, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
3. ALLOWANCE FOR LOAN LOSSES
The activity in the allowance for loan losses was as follows:
<Table>
<Caption>
THREE MONTHS ENDED
MARCH 31,
2004 2003
----------- -----------
Beginning Balance $ 2,843,484 $ 2,971,116
Provision charged to operating expense 139,500 150,000
Loans charged-off (217,056) (167,880)
Recoveries 47,434 52,055
----------- -----------
Ending Balance $ 2,813,362 $ 3,005,291
=========== ===========
</Table>
Non-performing loans were as follows:
<Table>
<Caption>
MARCH 31, DECEMBER 31,
2004 2003
-------- ------------
Loans past due over 90 days still on accrual $669,000 $655,000
Nonaccrual loans 222,000 101,000
</Table>
Individual loans considered impaired under the provisions of
SFAS No. 114 were not material at March 31, 2004 and December 31, 2003.
Nonaccrual loans include all impaired loans and smaller balance
homogenous loans, such as residential mortgage and consumer loans that
are collectively evaluated for impairment.
4. COMMITMENTS, OFF-BALANCE SHEET RISK AND CONTINGENCIES
Financial instruments are used in the normal course of
business to meet the financing needs of customers. Such 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.
11
UNITED BANCORP, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
4. COMMITMENTS, OFF-BALANCE SHEET RISK AND CONTINGENCIES (CONTINUED)
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. 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, 2004 and December
31, 2003 follows:
<Table>
<Caption>
MARCH 31, DECEMBER 31,
2004 2003
----------- -----------
Commitments to extend credit $25,118,610 $21,638,388
Credit card and ready reserve lines 1,481,672 1,422,761
Standby letters of credit 732,100 640,200
</Table>
At March 31, 2004, and included above, commitments to make
fixed-rate loans totaled $1,581,900 with the interest rates on those
fixed-rate commitments ranging from 4.75% to 9.75%. At December 31,
2003, commitments to make fixed rate loans totaled $1,184,495 with
interest rates on those fixed-rate commitments ranging from 4.75% to
8.99%.
5. BENEFIT PLAN
Pension expense includes the following:
<Table>
<Caption>
QUARTER ENDED MARCH 31,
2004 2003
-------- ---------
Service cost $ 55,403 $ 48,952
Interest cost 49,248 41,747
Expected return on assets (67,493) (53,053)
Amortization of prior service cost,
transition liability, net gain,
and plan amendment 10,623 3,807
-------- --------
Pension expense $ 47,781 $ 41,453
======== ========
</Table>
12
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, 2004, as compared to December 31, 2003 and the results
of operations for the three months ended March 31, 2004 compared to the
same period in 2003. 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 is not aware of any trends, events or
uncertainties that will have or are reasonably likely to have a
material effect on its liquidity or capital resources except as
discussed herein. The Company is not aware of any current
recommendation by regulatory authorities that would have such effect if
implemented.
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.
The consolidated financial statements are prepared in
accordance with accounting principles generally accepted in the United
States of America and follow general practices within the financial
services industry. The application of these principles requires
management to make certain judgements that affect the amounts reported
in the financial statements and footnotes. These estimates, assumptions
and judgements are based on information available as of the date of the
financial statements, and as this information changes, the financial
statements could reflect different estimates, assumptions, and
judgement.
The procedures for assessing the adequacy of the allowance for
loan losses reflect our evaluation of credit risk after careful
consideration of all information available to management. In developing
this assessment, management must rely on estimates and exercise
judgement regarding matters where the ultimate outcome is unknown such
as economic factors, development affecting companies in specific
industries and issues with respect to single borrowers. Depending on
changes in circumstances, future assessments of credit risk may yield
materially different results, which may require an increase or a
decrease in the allowance for loan losses.
13
UNITED BANCORP, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The allowance is regularly reviewed by management to determine
whether the amount is considered adequate to absorb probable losses.
This evaluation includes specific loss estimates on certain
individually reviewed loans, statistical loss estimates for loan pools
that are based on historical loss experience, and general loss
estimates that are based on the size, quality and concentration
characteristics of the various loan portfolios, adverse situations that
may affect a borrower's ability to repay. and current economic and
industry conditions. Also considered as part of that judgement is a
review of each bank's trend in delinquencies and loan losses, and
economic factors.
The allowance for loan losses is maintained at a level
believed adequate by management to absorb probable loan losses inherent
in the loan portfolio. Management's evaluation of the adequacy of the
allowance is an estimate based on management's current judgement about
the credit quality of the loan portfolio. While the Company strives to
reflect all knows risk factors in its evaluation, judgement errors may
occur.
14
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, 2004, gross loans were $204,269,577 compared to
$198,608,574 at year-end 2003, an increase of $5,661,003 or 2.9%. The increase
in total outstanding loans was the result of an increase in the commercial,
commercial real estate and real estate portfolios. Management attributes the
relatively strong increase in commercial loans to the gradual strengthening of
the economic environment in the lending markets served.
Installment loans represented 23.4% of total loans at March 31, 2004
compared to 24.9% at year-end 2003. 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 experienced a decrease of 2.0%, or
$665,916 in installment loans. COMMUNITY also experienced a decrease of 5.6%, or
$871,383 in installment loans. With interest rates depressed, management has not
been aggressive in lowering rates on these fixed rate loan products. Recently,
management has employed the strategy of focusing on adjustable rate products to
position the Company for an eventual rise in interest rates.
Commercial and commercial real estate loans comprised 50.9% of total
loans at March 31, 2004 compared to 48.8% at December 31, 2003. Commercial and
commercial real estate loans have increased $6,967,416 or 7.2% since December
31, 2003. 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.
Real estate loans were 25.7% of total loans at March 31, 2004 and 26.3%
at year-end 2003. In dollar volume real estate loans increased less than 1.0%
since December 31, 2003. Real estate lending for the first quarter of 2004 has
been extremely slow with respect to the Company's adjustable rate mortgage
products.
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 evaluation model that considers borrowers' past due experience, economic
conditions and various other circumstances that are 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, 2004 were
approximately $170,000, or 6.0%, of the beginning balance in the allowance for
loan losses.
15
UNITED BANCORP, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
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, 2004
decreased approximately $4,983,124, or 3.5% from year-end 2003 totals.
Securities held to maturity at March 31, 2004 decreased approximately $344,700,
or 2.2% compared to year-end 2003 totals.
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, 2004, total core
deposits increased approximately $971,212 or less than 1%. The Company's
interest-bearing demand deposits increased $2,462,933 or 4.0% while certificates
of deposits under $100,000 decreased by $1,104,858 or less than 1%.
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, 2004, certificates of deposit greater than
$100,000 decreased $2,695,287, or 7.4% from year-end 2003 totals.
Over the past several years, COMMUNITY has developed several large
depository customers. As of March 31, 2004, the nine largest depository
customers accounted for approximately 29% of COMMUNITY'S certificate of deposits
and approximately 92% of total certificates of deposits greater than $100,000.
These customers also represent 57% of COMMUNITY'S demand deposits at March 31,
2004. Total concentration of retail funding is approximately 33% of COMMUNITY'S
total deposits at March 31, 2004. On a consolidated level, this represents
approximately 8% of total retail deposits at March 31, 2004 compared to 7.9% at
December 31, 2003. This deposit concentration does pose possible liquidity and
earnings risk for COMMUNITY. The earnings risks would be triggered if COMMUNITY
would be placed in a position to sell assets below book value to meet current
liquidity needs. This risk is mitigated with COMMUNITY'S capability to borrow
wholesale funding from its correspondent banks. Management has an active
asset/liability committee that monitors, among other items, monthly liquidity
needs on a 90 day time horizon.
16
UNITED BANCORP, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
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 2004, the Company 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 borrowings, including federal funds purchased, decreased
approximately $8,192,156, or 17.7% from year-end 2003 totals.
RESULTS OF OPERATIONS FOR THREE MONTHS ENDED MARCH 31, 2004
NET INCOME
Basic and diluted earnings per share for the three months ended March
31, 2004 totaled $0.25, compared with $0.23 for the three months ended March 31,
2003, an increase of 8.7%. In dollars, net income increased 6.7% for the three
months ended March 31, 2004, compared to the same quarter in 2003.
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 decreased slightly for the three months ended March 31, 2004
compared to the same period in 2003. This resulted from a growth in earning
assets but was offset by a decrease in the net interest margin.
Total interest income for the three months ended March 31, 2004 was
$5,027,449 compared to $5,214,652 for the same period in 2003. Total interest
income decreased $187,203, or 3.6%. The decline can be attributed to the overall
lower interest rate environment that currently exists.
Total interest expense for the three months ended March 31, 2004 when
compared to the same three-month period ended March 31, 2003, decreased 7.3%, or
$147,222. The Company has experienced a decrease in interest expense due to a
decreased use of FHLB advances to fund security purchases and the effect of a
lower interest rate environment on deposit products. Management has been
proactive in lowering deposit product interest rates and has relied less on
certificates of deposits to fund asset growth.
PROVISION FOR LOAN LOSSES
The total provision for loan losses was $139,500 for the three months
ended March 31, 2004 compared to $150,000 for the same period in 2003. At March
31, 2004 the allowance for loan losses to total gross loans was 1.38% as
compared to 1.43% at December 31, 2003. The allowance for loan losses to
nonperforming loans was 316% at March 31, 2004, compared to 376% at December 31,
2003. The loan portfolio balance has increased approximately 2.9% since December
31, 2003.
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
deposit, safe deposit rental income, internet bank service fees and other
miscellaneous items. Noninterest income for the three months ended March 31,
2004 was $650,503
17
UNITED BANCORP, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
compared to $744,229 for the same three-month period ended March 31, 2003, a
decrease of approximately 12.6% or $93,726. The Company's security portfolio
generated approximately $110,558 in security gains for the three months ended
March 31, 2004, compared to $201,928 for the same period in 2003, resulting in a
decrease of $91,370 from first quarter 2003 to 2004. Management's sale strategy
in both 2004 and 2003 took into consideration the relative volatility in the
bond market during the quarters. Management realized there were opportunities to
sell certain bonds in the portfolio when overall interest rates were depressed.
Security gains are not a component of core income and depending on future
interest rate scenarios, gains on the sale of investment securities may
negatively impact the yield on the investment portfolio and the Company's net
interest margin in future periods. The Company has also experienced a slow-down
in the fixed rate residential mortgage activity, resulting in a decrease in net
realized gains on the sale of loans of $33,925 from first quarter 2003 to first
quarter 2004.
NONINTEREST EXPENSE
Noninterest expense for the three months ended March 31, 2004 decreased
$146,425 or 5.4% over the three months ended March 31, 2003. Occupancy expense
decreased $78,514 or 18.0% due to capital expenditures mainly technology
enhancements, becoming fully depreciated in the first quarter of 2004. Other
expenses decreased primarily due to a decrease in stationary and office supplies
of $28,285 and a decrease in other expenses of $18,916.
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, 2004, totaled $33,341,239 compared to $32,514,459 at
December 31, 2003, a 2.5% increase. Total shareholders' equity in relation to
total assets was 8.67% at March 31, 2004 and 8.43% at December 31, 2003. In May
2001, our shareholders approved an amendment to the Company's Articles of
Incorporation to create a class of preferred shares with 2,000,000 authorized
shares. This enables the Company, at the option of the Board of Directors, to
issue series of preferred shares in a manner calculated to take advantage of
financing techniques which may provide a lower effective cost of capital to the
Company. The amendment also provides greater flexibility to the Board of
Directors in structuring the terms of equity securities that may be issued by
the Company.
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 and the 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.
18
UNITED BANCORP, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF 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 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:
<Table>
<Caption>
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%
</Table>
The following table illustrates the Company's risk-weighted capital
ratios at March 31, 2004:
<Table>
<Caption>
MARCH 31,
(IN THOUSANDS) 2004
---------
Tier 1 capital $ 32,775
Total risk-based capital $ 35,401
Risk-weighted assets $231,378
Average total assets $380,235
Tier 1 capital to average assets 8.62%
Tier 1 risk-based capital ratio 14.17%
Total risk-based capital ratio 15.30%
</Table>
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.
19
UNITED BANCORP, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
For the three months ended March 31, 2004, 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. Cash and cash equivalents decreased as a result of
the purchasing of government agency 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 GAAP in
the United States of America (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 affect 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
UNITED BANCORP, INC.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
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, like other financial institutions, is 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 interest 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 90% of the portfolio
compared to the 10% for held to maturity securities. The Company primarily
invests in U.S. Agency obligations and State and Municipal obligations and has a
modest amount invested in mortgage-backed securities. Due to total securities
approximating 39% 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 may
increase faster than the rates earned on loans. Management is continuing to
originate variable rate loans as the primary means to manage this risk.
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. The following tables
present an analysis of the potential sensitivity of the Company's new present
value of its financial instruments to sudden and sustained changes in the
prevailing interest rates.
<Table>
<Caption>
(DOLLARS IN THOUSANDS) (DOLLARS IN THOUSANDS)
- --------------------------------------------------- --------------------------------------
NET PORTFOLIO VALUE-MARCH 31, 2004 NET PORTFOLIO VALUE-DECEMBER 31, 2003
CHANGE IN RATES $ AMOUNT $ CHANGE % CHANGE CHANGE IN RATES $ AMOUNT $ CHANGE % CHANGE
-------- --------- -------- -------- --------- --------
Up 200 $ 28,605 $ (4,736) -14.20% Up 200 $ 25,958 $ (7,719) -22.92%
Up 100 $ 32,022 $ (1,319) -3.96% Up 100 $ 30,501 $ (3,176) -9.43%
Base $ 33,341 Base $ 33,677
Down 100 $ 29,404 $ (3,937) -11.81% Down 100 $ 31,198 $ (2,479) -7.36%
Down 200 $ 27,035 $ (6,306) -18.91% Down 200 $ 30,943 $ (2,734) -8.12%
</Table>
21
UNITED BANCORP, INC.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK (CONTINUED)
The projected volatility of the net present value at both March 31,
2004 and December 31, 2003 fall within the general guidelines established by the
Board of Directors. The NPV table for March 31, 2004 shows that in a rising
interest rate environment, the NPV would decrease between 3.96% and 14.20%. This
decrease is a result of the Company's available for sale securities portfolio
that is invested in fixed-rate securities. As interest rates increase, the
market value of the securities decrease. However, since the Company currently
has the ability to hold these securities to their final maturity, it would not
have to incur any losses. In a falling interest rate environment, the Company's
NPV at March 31, 2004 would decrease 11.81% with a 100 basis point interest rate
increase. In a 200 basis point rate decrease the Company's NPV would decrease
18.91%. In Management's view there is a low probability that interest rates
would decrease another 100 to 200 basis points.
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
UNITED BANCORP, INC.
CONTROLS AND PROCEDURES
ITEM 4. CONTROLS AND PROCEDURES
The Company, under the supervision, and with the participation, of its
management, including the Company's Chief Executive Officer and Chief Financial
Officer, evaluated the effectiveness of the design and operation of the
Company's disclosure controls and procedures pursuant to the requirements of
Exchange Act Rule 13a-15. Based upon that evaluation, the Chief Executive
Officer and Chief Financial Officer concluded that the Company's disclosure
controls and procedures were effective as of March 31, 2004 in timely alerting
them to material information relating to the Company (including its consolidated
subsidiaries) required to be included in the Company's periodic SEC filings.
There was no change in the Company's internal control over financial
reporting that occurred during the Company's fiscal quarter ended March 31, 2004
that has materially affected, or is reasonably likely to materially affect, the
Company's internal control over financial reporting.
23
UNITED BANCORP, INC.
OTHER INFORMATION
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Not applicable.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
ISSUER PURCHASES OF EQUITY SECURITIES
<Table>
<Caption>
(c) (d)
TOTAL NUMBER OF MAXIMUM NUMBER (OR
(a) SHARES (OR UNITS) APPROXIMATE DOLLAR VALUE)
TOTAL NUMBER OF (b) PURCHASED AS PART OF OF SHARES (OR UNITS) THAT
SHARES (OR UNITS) AVERAGE PRICE PAID PUBLICLY ANNOUNCED MAY YET BE PURCHASED UNDER
PERIOD PURCHASED PER SHARE (OR UNIT) PLANS OR PROGRAMS THE PLANS OR PROGRAMS
- ---------------- ----------------- ------------------- -------------------- --------------------------
Month #l
1/1/2004 to 20,000 $16.19 20,000 148,120 shares
1/31/2004
Month #2
2/1/2004 to
2/29/2004
Month #3
3/1/2004 to
3/31/2004
Total 20,000 $16.19 20,000 148,120
</Table>
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.
24
UNITED BANCORP, INC.
OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
3.1 Amended Articles of Incorporation of United Bancorp, Inc. (1)
3.2 Amended Code of Regulations of United Bancorp, Inc.(2)
4.0 Instruments Defining the Rights of Security Holders (See
Exhibits 3.1 and 3.2)
31.1 Rule 13a-14(a) Certification - CEO
31.2 Rule 13a-14(a) Certification - CFO
32.1 Section 1350 Certification - CEO
32.2 Section 1350 Certification -CFO
(1) Incorporated be reference to Appendix B to the registrant's
Definitive Proxy Statement filed with the Securities and
Exchange Commission on March 14, 2001.
(2) Incorporated be reference to Appendix B to the registrant's
Definitive Proxy Statement filed with the Securities and
Exchange Commission on March 14, 2001.
(b) On January 28, 2004 the Company filed a current report with the
Commission on Form 8-K to report its earnings announcement for the
fiscal period ended December 31, 2003.
25
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.
/s/ United Bancorp, Inc.
May 10, 2004 By: /s/ James W. Everson
- ------------------------------- -----------------------------
Date James W. Everson
Chairman, President
& Chief Executive Officer
May 10, 2004 By: /s/ Randall M. Greenwood
- ------------------------------- -----------------------------
Date Randall M. Greenwood
Senior Vice President,
Chief Financial Officer
and Treasurer
26
EXHIBIT INDEX
<Table>
<Caption>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
EX-31.1 Certification of Chief Executive Officer pursuant to Section 302
EX-31.2 Certification of Chief Financial Officer pursuant to Section 302
EX-32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
EX-32.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
</Table>