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 JUNE 30, 2005
[ ] 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
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 3,819,442 SHARES AS OF AUGUST 12, 2005
UNITED BANCORP, INC.
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
PART I
FINANCIAL INFORMATION
JUNE 30, DECEMBER 31,
2005 2004
(Unaudited)
ASSETS
Cash and due from financial institutions $ 9,220,883 $ 7,580,576
Securities available for sale - at market 124,395,713 137,816,329
Securities held to maturity - estimated fair value of
$21,228,860 at June 30, 2005 and $15,475,005
at December 31, 2004 20,740,152 14,947,520
Federal Home Loan Bank stock - at cost 4,204,000 4,115,200
Total loans 226,866,582 215,446,870
Allowance for loan losses (3,111,090) (2,995,422)
------------- -------------
Loans - net 223,755,492 212,451,448
Premises and equipment 7,514,401 7,760,360
Accrued interest receivable 2,180,192 2,253,212
Other real estate and repossessions 832,163 1,014,207
Core deposit and other intangible assets 25,417 34,417
Bank owned life insurance 8,035,211 7,517,548
Other assets 2,579,176 2,030,767
------------- -------------
Total assets $ 403,482,800 $ 397,521,584
============= =============
LIABILITIES AND SHAREHOLDERS' EQUITY
Demand deposits
Noninterest-bearing $ 24,607,855 $ 31,777,495
Interest-bearing 77,099,152 62,038,985
Savings deposits 43,280,746 45,143,133
Time deposits - under $100,000 127,314,871 122,018,788
Time deposits - $100,000 and over 42,074,859 39,651,142
------------- -------------
Total deposits 314,377,483 300,629,543
Federal funds purchased 10,660,000 3,180,000
Advances from the Federal Home Loan Bank 35,243,418 46,680,311
Securities sold under agreements to repurchase 7,058,686 12,612,270
Other borrowed funds 228,553 399,283
Trade date security purchases 1,048,279 -
Accrued expenses and other liabilities 1,065,876 1,196,066
------------- -------------
Total liabilities 369,682,295 364,697,473
Commitments - -
Shareholders' equity
Preferred stock - 2,000,000 shares without par value authorized;
no shares issued - -
Common stock - $1 par value; 10,000,000 shares authorized;
4,182,025 and 4,126,970 shares issued at June 30, 2005 and
December 31, 2004, respectively 4,182,025 4,126,970
Additional paid-in capital 26,312,799 25,831,585
Retained earnings 7,713,066 7,021,185
Stock held by deferred compensation plan; 69,566 shares
at June 30, 2005 and 62,977 shares at December 31, 2004 - at cost (814,419) (752,437)
Treasury stock - 293,017 at June 30, 2005 and 273,017 shares
at December 31, 2004 - at cost (3,052,851) (2,767,751)
Accumulated comprehensive loss, unrealized losses on
securities designated as available for sale, net of tax (540,115) (635,441)
------------- -------------
Total shareholders' equity 33,800,505 32,824,111
------------- -------------
Total liabilities and shareholders' equity $ 403,482,800 $ 397,521,584
============= =============
The accompanying notes are an integral part of these statements.
2
UNITED BANCORP, INC.
CONSOLIDATED STATEMENTS OF EARNINGS
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
2005 2004 2005 2004
(Unaudited)
Interest and dividend income
Loans, including fees $ 3,810,313 $ 3,430,162 $ 7,344,049 $ 6,782,735
Taxable securities 1,257,506 1,259,109 2,584,645 2,533,319
Non-taxable securities 322,762 364,465 638,245 721,764
Federal funds sold 3,456 1,405 4,548 3,583
Dividends on Federal Home Loan Bank stock and other 50,963 41,342 96,197 82,531
----------- ----------- ------------ -----------
Total interest and dividend income 5,445,000 5,096,483 10,667,684 10,123,932
Interest expense
Deposits
Demand 231,063 159,605 376,918 306,133
Savings 37,969 40,477 76,430 81,742
Time 1,464,412 1,394,457 2,845,319 2,845,960
Borrowings 427,256 267,972 836,386 510,770
----------- ----------- ------------ -----------
Total interest expense 2,160,700 1,862,511 4,135,053 3,744,605
Net interest income 3,284,300 3,233,972 6,532,631 6,379,327
Provision for loan losses 116,000 199,500 260,000 339,000
----------- ----------- ------------ -----------
Net interest income after provision for loan losses 3,168,300 3,034,472 6,272,631 6,040,327
Noninterest income
Service charges on deposit accounts 314,726 330,636 629,102 635,950
Net realized gains (losses) on sales of securities (8,662) (15,272) (6,096) 95,286
Net realized gains on sales of loans 6,042 13,019 12,520 24,536
Other income 276,703 205,013 519,723 428,127
----------- ----------- ------------ -----------
Total noninterest income 588,809 533,396 1,155,249 1,183,899
Noninterest expense
Salaries and employee benefits 1,312,530 1,220,596 2,677,820 2,534,418
Occupancy and equipment 325,196 344,677 655,399 703,670
Professional services 147,349 74,769 249,370 182,369
Insurance 81,039 70,603 156,509 144,827
Franchise and other taxes 102,235 96,764 200,974 194,087
Advertising 81,975 91,598 163,940 153,452
Stationery and office supplies 54,731 53,742 120,337 108,687
Amortization of intangibles 4,500 4,500 9,000 9,000
Other expenses 530,431 480,918 1,026,959 975,143
----------- ----------- ------------ -----------
Total noninterest expense 2,639,986 2,438,167 5,260,308 5,005,653
----------- ----------- ------------ -----------
Earnings before income taxes 1,117,123 1,129,701 2,167,572 2,218,573
Income tax expense 237,270 254,705 466,770 487,605
----------- ----------- ------------ -----------
Net earnings $ 879,853 $ 874,996 $ 1,700,802 $ 1,730,968
=========== =========== ============ ===========
EARNINGS PER COMMON SHARE
Basic $ 0.23 $ 0.23 $ 0.45 $ 0.45
=========== =========== ============ ===========
Diluted $ 0.23 $ 0.23 $ 0.45 $ 0.45
=========== =========== ============ ===========
DIVIDENDS PER COMMON SHARE $ 0.13 $ 0.12 $ 0.26 $ 0.24
=========== =========== ============ ===========
The accompanying notes are an integral part of these statements.
3
UNITED BANCORP, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
2005 2004 2005 2004
(Unaudited)
Net earnings $ 879,853 $ 874,996 $ 1,700,802 $ 1,730,968
Other comprehensive income (loss), net of tax:
Unrealized holding gains (losses) on securities during
the period, net of taxes (benefits) of $649,919,
$(1,554,294), $47,035 and $(1,128,843) for
each respective period 1,261,607 (3,017,158) 91,303 (2,191,291)
Reclassification adjustment for realized (gains) losses
included in earnings, net of taxes (benefits) of
$(2,945), $(5,193), $(2,073) and $32,397 for each
respective period 5,717 10,079 4,023 (62,889)
----------- ----------- ----------- -----------
Comprehensive income (loss) $ 2,152,894 $(2,132,083) $ 1,704,828 $ (523,212)
=========== =========== =========== ===========
Accumulated comprehensive (loss) $ (540,115) $(2,502,771) $ (540,115) $(2,502,771)
=========== =========== =========== ===========
The accompanying notes are an integral part of these statements.
4
UNITED BANCORP, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(Unaudited)
TREASURY ACCUMULATED
ADDITIONAL STOCK AND COMPREHENSIVE TOTAL
COMMON PAID-IN DEFERRED RETAINED INCOME SHAREHOLDERS'
STOCK CAPITAL COMPENSATION EARNINGS (LOSS) EQUITY
Balance at January 1, 2004 $3,752,105 $ 25,712,990 $(2,749,697) $ 6,047,652 $ (248,591) $ 32,514,459
Net earnings - - - 1,730,968 - 1,730,968
Shares purchased for deferred
compensation plan - 54,765 (54,765) - - -
Purchases of treasury stock -
at cost - - (323,840) - - (323,840)
Unrealized loss on securities designated
as available for sale, net of tax - - - - (2,254,180) (2,254,180)
Cash dividends - $0.24 per share - - - (916,504) - (916,504)
---------- ------------ ----------- ----------- ----------- ------------
Balance at June 30, 2004 $3,752,105 $ 25,767,755 $(3,128,302) $ 6,862,116 $(2,502,771) $ 30,750,903
========== ============ =========== =========== =========== ============
Balance January 1, 2005 $4,126,970 $ 25,831,585 $(3,520,188) $ 7,021,185 $ (635,441) $ 32,824,111
Net earnings - - - 1,700,802 - 1,700,802
Shares purchased for deferred
compensation plan - 69,324 (69,324) - - -
Shares distributed from deferred
compensation plan - (7,342) 7,342 - - -
Purchases of treasury stock -
shares at cost - - (285,100) - - (285,100)
Stock options exercised 42,001 103,479 - - - 145,480
Tax benefit on options exercised - 150,293 - - - 150,293
Proceeds from stock issuance 13,054 165,460 - - - 178,514
Unrealized gains on securities designated
as available for sale, net of tax - - - - 95,326 95,326
Cash dividends - $0.26 per share - - - (1,008,921) - (1,008,921)
---------- ------------ ----------- ----------- ----------- ------------
Balance at June 30, 2005 $4,182,025 $ 26,312,799 $(3,867,270) $ 7,713,066 $ (540,115) $ 33,800,505
========== ============ =========== =========== =========== ============
The accompanying notes are an integral part of these statements.
5
UNITED BANCORP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the six months ended June 30,
2005 2004
(Unaudited)
Cash flows from operating activities:
Net earnings $ 1,700,802 $ 1,730,968
Adjustments to reconcile net earnings to net
cash provided by (used in) operating activities:
Depreciation and amortization 348,101 405,188
Provision for loan losses 260,000 339,000
Deferred taxes (144,767) (150,811)
Increase in value of bank owned life insurance (135,187) (156,247)
Federal Home Loan Bank stock dividend (88,800) (78,500)
Net realized (gains) losses on sales of securities 6,096 (95,286)
Amortization of securities, net 214,456 306,963
Net realized gain on sale of loans (12,520) (24,536)
Net realized loss on sale of real estate owned - 10,214
Amortization of mortgage servicing rights 39,518 46,848
Net change in accrued interest receivable and other assets (667,972) 573,711
Net change in accrued expenses and other liabilities 53,124 (1,310,439)
------------ ------------
Net cash provided by operating activities 1,572,851 1,597,073
Cash flows used in investing activities:
Securities available for sale:
Sales, maturities, prepayments and calls 25,349,560 44,375,997
Purchases (12,021,545) (41,630,676)
Securities held to maturity:
Maturities, prepayments and calls 215,000 681,449
Purchases (4,942,870) (1,105,690)
Net change in loans receivable (11,551,524) (11,270,758)
Purchases of premises and equipment (117,637) (233,166)
Sales of premises and equipment 24,495 -
Purchase of bank owned life insurance (382,476) -
Proceeds from (additions to) sale of real estate owned 247,453 (223,083)
------------ ------------
Net cash used in investing activities (3,179,544) (9,405,927)
Cash flows provided by financing activities:
Net change in deposits 13,747,941 (4,180,531)
Net change in short-term borrowings (9,239,314) 15,345,622
Proceeds from long-term debt - 53,373
Principal payments on long-term debt (441,893) (485,734)
Treasury stock purchases (285,100) (323,840)
Proceeds from stock issuance 178,514 -
Exercise of stock options 295,773 -
Cash dividends paid (1,008,921) (916,504)
------------ ------------
Net cash provided by financing activities 3,247,000 9,492,386
------------ ------------
Net increase in cash and cash equivalents 1,640,307 1,683,532
Cash and cash equivalents at beginning of period 7,580,576 8,386,575
------------ ------------
Cash and cash equivalents at end of period $ 9,220,883 $ 10,070,107
============ ============
Supplemental disclosure of cash flow information:
Interest paid $ 4,156,290 $ 3,689,858
============ ============
Federal income taxes paid $ 474,644 $ 458,000
============ ============
Supplemental disclosure of noncash investing activities:
Noncash transfer from loans to other real estate
and repossessions $ 65,409 $ 286,029
============ ============
Recognition of mortgage servicing rights $ 314,397 $ 129,075
============ ============
Unrealized gains (losses) on securities designated as
available for sale, net of related tax effects $ 95,326 $ (2,554,180)
============ ============
The accompanying notes are an integral part of these statements.
6
UNITED BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the six and three months ended June 30, 2005 and 2004
NOTE A - 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 June 30, 2005, and
its results of operations and cash flows for the six and three month 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, 2004 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.
1. Principles of Condensed Consolidation
The consolidated financial statements include the accounts of United Bancorp,
Inc. ("UNITED" or "the Company") and its wholly-owned subsidiaries, The Citizens
Savings Bank of Martins Ferry, Ohio ("CITIZENS") and The Community Bank,
Lancaster, Ohio ("COMMUNITY"), (collectively hereinafter "the Banks"). All
intercompany transactions and balances have been eliminated in consolidation.
2. Nature of Operations
The Company's revenues, operating income, and assets are almost exclusively
derived from banking. 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, and Tuscarawas Counties and the surrounding localities in northeastern,
eastern and southeastern 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, Ohio
and six offices in Amesville, Glouster, Lancaster, and Nelsonville, 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. Net interest income is affected by the relative amount of
interest-earning assets and interest-bearing liabilities and the interest
received or paid on these balances. The level of interest rates paid or received
by the Company can be significantly influenced by a number of environmental
factors, such as governmental monetary policy, that are outside of management's
control.
3. 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 and fair
values of financial instruments are particularly subject to change.
7
UNITED BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the six and three months ended June 30, 2005 and 2004
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
4. Earnings Per Share
Basic earnings per common share ("EPS") is computed based upon the
weighted-average number of common shares outstanding during the period. Diluted
earnings per common share include the dilutive effect of additional potential
common shares issuable under the Company's stock option plans.
The components used in the earnings per share computation were as follows:
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
2005 2004 2005 2004
BASIC
Net earnings $ 879,853 $ 874,996 $1,700,802 $1,730,968
========== ========== ========== ==========
Weighted average common shares outstanding 3,807,488 3,818,230 3,797,842 3,823,358
========== ========== ========== ==========
Basic earnings per common share $ 0.23 $ 0.23 $ 0.45 $ 0.45
========== ========== ========== ==========
DILUTED
Net earnings $ 879,853 $ 874,996 $1,700,802 $1,730,968
========== ========== ========== ==========
Weighted average common shares outstanding
for basic earnings per common share 3,807,488 3,818,230 3,797,842 3,823,358
Add: Dilutive effects of assumed exercise of
stock options 649 10,827 1,295 12,805
---------- ---------- ---------- ----------
Average shares and dilutive potential
common shares 3,808,137 3,829,057 3,799,137 3,836,163
========== ========== ========== ==========
Diluted earnings per common share $ 0.23 $ 0.23 $ 0.45 $ 0.45
========== ========== ========== ==========
Number of stock options not considered in
computing diluted earnings per share due to
antidilutive nature 20,038 10,038 20,038 10,038
Weighted average exercise price
of dilutive stock options $ 14.75 $ 8.74 $ 14.75 $ 8.74
========== ========== ========== ==========
5. Stock Options
The Company maintains a nonqualified stock option plan for directors and
officers. The exercise price for options granted under this plan is no less than
100% of the fair market value of the shares on the date of grant adjusted for
stock dividends and stock splits.
8
UNITED BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the six and three months ended June 30, 2005 and 2004
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
5. Stock Options (continued)
The Company accounts for its stock option plan in accordance with SFAS No. 123,
"Accounting for Stock-Based Compensation," which contains a fair value-based
method for valuing stock-based compensation that entities may use, which
measures compensation cost at the grant date based on the fair value of the
award. Compensation is then recognized over the service period, which is usually
the vesting period. Alternatively, SFAS No. 123 permits companies to continue to
account for stock options and similar equity investments under Accounting
Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued to
Employees." Entities that continue to account for stock options using APB No. 25
are required to make pro forma disclosures of net earnings and earnings per
share as if the fair value-based method of accounting defined in SFAS No. 123
had been applied.
The Company applies APB Opinion No. 25 and related Interpretations in accounting
for it stock option plan. Accordingly, no compensation cost has been recognized
for the plans. Had compensation cost for the Company's stock option plan been
determined based on the fair value at the grant dates for awards under the plan
consistent with the accounting method utilized in SFAS No. 123, the Company's
net earnings and earnings per share would have been reported at the pro-forma
amounts indicated in the table below.
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
2005 2004 2005 2004
NET EARNINGS As reported $ 879,853 $ 874,996 $ 1,700,802 $ 1,730,968
Stock-based compensation, net of tax (5,191) (8,010) (10,382) (16,020)
--------- --------- ----------- -----------
Pro-forma $ 874,662 $ 866,986 $ 1,690,420 $ 1,714,948
========= ========= =========== ===========
EARNINGS PER SHARE
BASIC As reported $ 0.23 $ 0.23 $ 0.45 $ 0.45
Stock-based compensation, net of tax - - - -
--------- --------- ----------- -----------
Pro-forma $ 0.23 $ 0.23 $ 0.45 $ 0.45
========= ========= =========== ===========
DILUTED As reported $ 0.23 $ 0.23 $ 0.45 $ 0.45
Stock-based compensation, net of tax - - (0.01) -
--------- --------- ----------- -----------
Pro-forma $ 0.23 $ 0.23 $ 0.44 $ 0.45
========= ========= =========== ===========
All share and per share prices have been restated to reflect stock splits or
dividends distributed or declared prior to issuance of the financial statements.
The fair value of each option grant for 2005 has been estimated on the date of
grant using the modified Black-Scholes options pricing model with the following
assumptions: dividend yield of 3.75%, expected volatility of 25.63%, a risk-free
interest rate of 4.27% and a 9 1/2 year expected life for all grants. In
February 2005, 76,546 options previously granted became exercisable for 90 days.
Any option not exercised within the designated time frame was forfeited. All
options become immediately exercisable upon retirement, death, or 9 1/2 years
after issuance, or in the event of a change in control of the Company.
9
UNITED BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the six and three months ended June 30, 2005 and 2004
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
5. Stock Options (continued)
A summary of the status of the Company's stock option plan for the six months
ended June 30, 2005 and 2004 is presented below:
2005 2004
WEIGHTED- WEIGHTED-
AVERAGE AVERAGE
EXERCISE EXERCISE
SHARES PRICE SHARES PRICE
Outstanding at January 1, 102,025 $ 9.32 102,025 $ 9.32
Granted 10,000 14.85 - -
Exercised (70,371) 7.93 - -
Forfeited (3,984) 7.93 - -
------- ------- ------- ------
Outstanding at June 30, 37,670 $ 13.55 102,025 $ 9.32
======= ======= ======= ======
Options exercisable at quarter-end 5,759 $ 11.78 7,212 $ 9.57
======= ======= ======= ======
Weighted-average fair value of options
granted during the period $ 3.42 $ -
======= ======
The following table summarizes information about stock options outstanding at
June 30, 2005:
NUMBER NUMBER REMAINING
EXERCISE OUTSTANDING DATE OF EXERCISABLE CONTRACTUAL
PRICE AT 6/30/05 EXPIRATION AT 6/30/05 LIFE
$ 8.32 2,191 5/14/06 2,191 .83 years
$12.74 15,442 10/26/07 1,080 2.33 years
$14.10 7,722 12/1/06 2,163 1.42 years
$16.52 2,315 7/7/07 325 2.00 years
$14.85 10,000 08/23/14 - 10.00 years
6. 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.
10
UNITED BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the six and three months ended June 30, 2005 and 2004
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
7. Recent Accounting Pronouncements
In December 2004, the Financial Accounting Standards Board (the "FASB") issued a
revision to Statement of Financial Accounting Standards ("SFAS") No. 123 which
establishes standards for the accounting for transactions in which an entity
exchanges its equity instruments for goods or services, primarily on accounting
for transactions in which an entity obtains employee services in share-based
transactions. This Statement, SFAS No. 123 (R), requires a public entity to
measure the cost of employee services received in exchange for an award of
equity instruments based on the grant-date fair value of the award, with limited
exceptions. That cost will be recognized over the period during which an
employee is required to provide services in exchange for the award - the
requisite service period. No compensation cost is recognized for equity
instruments for which employees do not render the requisite service. Employee
share purchase plans will not result in recognition of compensation cost if
certain conditions are met.
Initially, the cost of employee services received in exchange for an award of
liability instruments will be measured based on current fair value; the fair
value of that award will be remeasured subsequently at each reporting date
through the settlement date. Changes in fair value during the requisite service
period will be recognized as compensation cost over that period. The grant-date
fair value of employee share options and similar instruments will be estimated
using option-pricing models adjusted for the unique characteristics of those
instruments (unless observable market prices for the same or similar instruments
are available). If an equity award is modified after the grant date, incremental
compensation cost will be recognized in an amount equal to the excess of the
fair value of the modified award over the fair value of the original award
immediately before the modification.
Excess tax benefits, as defined by SFAS 123(R) will be recognized as an addition
to additional paid in capital. Cash retained as a result of those excess tax
benefits will be presented in the statement of cash flows as financing cash
inflows. The write-off of deferred tax assets relating to unrealized tax
benefits associated with recognized compensation cost will be recognized as
income tax expense unless there are excess tax benefits from previous awards
remaining in additional paid in capital to which it can be offset.
Compensation cost is required to be recognized in the beginning of the annual
period that begins after June 15, 2005, or January 1, 2006 as to the Company.
Management believes the future effect on quarterly operations will approximate
the economic effects previously set forth in the pro-forma stock option
disclosure.
11
UNITED BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the six and three months ended June 30, 2005 and 2004
NOTE B - SECURITIES
The amortized cost, gross unrealized gains, gross unrealized losses and
estimated fair values of securities available for sale are summarized as
follows:
GROSS GROSS ESTIMATED
AMORTIZED UNREALIZED UNREALIZED FAIR
JUNE 30, 2005 COST GAINS LOSSES VALUE
U.S. Government and agency
obligations $ 69,169,252 $ 97,422 $ (397,909) $ 68,868,765
State and municipal obligations 10,654,632 115,311 (129,338) 10,640,605
Mortgage-backed securities 41,642,719 4,479 (476,545) 41,170,653
Collateralized mortgage obligations 3,743,467 - (44,017) 3,699,450
------------ ----------- ------------- ------------
Total debt securities 125,210,070 217,212 (1,047,809) 124,379,473
Equity securities 4,000 12,240 - 16,240
------------ ----------- ------------- ------------
$125,214,070 $ 229,452 $ (1,047,809) $124,395,713
============ =========== ============= ============
GROSS GROSS ESTIMATED
AMORTIZED UNREALIZED UNREALIZED FAIR
DECEMBER 31, 2004 COST GAINS LOSSES VALUE
U.S. Government and agency
obligations $ 74,844,818 $ 86,754 $ (739,889) $ 74,191,683
State and municipal obligations 16,135,425 159,033 (176,425) 16,118,033
Mortgage-backed securities 42,978,408 32,293 (304,367) 42,706,334
Collateralized mortgage obligations 4,816,467 - (34,288) 4,782,179
------------ ----------- ------------- ------------
Total debt securities 138,775,118 278,080 (1,254,969) 137,798,229
Equity securities 4,000 14,100 - 18,100
------------ ----------- ------------- ------------
$138,779,118 $ 292,180 $ (1,254,969) $137,816,329
============ =========== ============= ============
The amortized cost, gross unrealized gains, gross unrealized losses and
estimated fair value of securities held to maturity are summarized as follows:
GROSS GROSS ESTIMATED
AMORTIZED UNREALIZED UNREALIZED FAIR
JUNE 30, 2005 COST GAINS LOSSES VALUE
State and municipal obligations $20,740,152 $520,701 $(31,993) $21,228,860
=========== ======== ======== ===========
DECEMBER 31, 2004
State and municipal obligations $14,947,520 $559,426 $(31,941) $15,475,005
=========== ======== ======== ===========
12
UNITED BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the six and three months ended June 30, 2005 and 2004
NOTE B - SECURITIES (continued)
The fair value of debt securities and carrying amount, if different, at June 30,
2005 by contractual maturity were as follows. Securities not due at a single
maturity date, primarily mortgage-backed securities, are shown separately.
AVAILABLE FOR SALE HELD TO MATURITY
ESTIMATED ESTIMATED
AMORTIZED FAIR AMORTIZED FAIR
COST VALUE COST VALUE
Due in one year or less $ 220,628 $ 222,380 $ 740,239 $ 747,879
Due from one to five years 5,674,021 5,680,386 2,271973 2,355,572
Due from five to ten years 29,724,292 29,735,871 5,515,398 5,764,565
Due after ten years 44,204,943 43,870,733 12,212,542 12,360,844
Mortgage-backed securities 41,642,719 41,170,653 - -
Collateralized mortgage obligations 3,743,467 3,699,450 - -
------------ ------------ ----------- -----------
$125,210,070 $124,379,473 $20,740,152 $21,228,860
============ ============ =========== ===========
Sales of available for sale securities were as follows:
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
2005 2004 2005 2004
Proceeds $ 9,442,014 $ 2,023,994 $ 14,019,112 $ 18,110,123
Gross gains 8,375 13,076 31,122 163,841
Gross losses (17,037) (28,348) (37,218) (68,555)
Securities with an amortized cost of $68,723,815 at June 30, 2005 and
$66,072,274 at December 31, 2004 were pledged to secure public deposits,
repurchase agreements and other liabilities as required or permitted by law. At
June 30, 2005 and December 31, 2004, there were no holdings of securities of any
one issuer, other than the U. S. Government and its agencies, in an amount
greater than 10% of shareholders' equity.
13
UNITED BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the six and three months ended June 30, 2005 and 2004
NOTE B - SECURITIES (continued)
ESTIMATED
AMORTIZED FAIR
AVAILABLE FOR SALE COST VALUE
U.S. Government and federal agency obligations:
1 - 5 years $ 4,888,403 $ 4,861,205
5 - 10 years 24,347,908 24,326,223
Over 10 years 39,932,941 39,681,337
------------ ------------
Total 69,169,252 68,868,765
State and municipal obligations:
Under 1 year 220,628 222,380
1 - 5 years 785,618 819,181
5 - 10 years 5,376,384 5,409,648
Over 10 years 4,272,002 4,189,396
------------ ------------
Total 10,654,632 10,640,605
Mortgage-backed securities:
1 - 5 years 4,006,686 3,964,459
5 - 10 years 7,291,121 7,167,884
Over 10 years 30,344,912 30,038,310
------------ ------------
Total 41,642,719 41,170,653
Collateralized mortgage obligations:
5 - 10 years 1,258,054 1,240,866
Over 10 years 2,485,413 2,458,584
------------ ------------
Total 3,743,467 3,699,450
Other investments:
Equity securities 4,000 16,240
------------ ------------
Total securities available for sale $125,214,070 $124,395,713
============ ============
HELD TO MATURITY
State and municipal obligations:
Under 1 year $ 740,239 $ 747,879
1 - 5 years 2,271,973 2,355,572
5 - 10 years 5,515,398 5,764,565
Over 10 years 12,212,542 12,360,844
------------ ------------
Total securities held to maturity $ 20,740,152 $ 21,228,860
============ ============
14
UNITED BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the six and three months ended June 30, 2005 and 2004
NOTE C - ALLOWANCE FOR LOAN LOSSES
The activity in the allowance for loan losses was as follows:
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
2005 2004 2005 2004
Beginning balance $ 2,994,302 $ 2,813,362 $ 2,995,422 $ 2,843,484
Provision for loan losses 116,000 199,500 260,000 339,000
Loans charged-off (90,359) (118,152) (287,516) (335,208)
Recoveries of previous charge-offs 91,147 30,423 143,184 77,857
----------- ----------- ----------- -----------
Ending balance $ 3,111,090 $ 2,925,133 $ 3,111,090 $ 2,925,133
=========== =========== =========== ===========
Nonperforming loans were as follows:
JUNE 30, DECEMBER 31,
2005 2004
Loans past due over 90 days still on accrual $678,000 $ 500,000
Nonaccrual loans $645,000 $1,106,000
As of June 30, 2005 and 2004, and for the quarters then ended, individually
impaired loans were not material to the consolidated financial statements.
NOTE D - BENEFIT PLANS
Pension expense includes the following:
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
2005 2004 2005 2004
Service cost $ 65,625 $ 55,403 $ 124,629 $ 110,806
Interest cost 42,654 49,248 77,058 98,496
Expected return on assets (32,513) (67,493) (75,603) (134,986)
Amortization of prior service cost, transition
liability, net gain, and plan amendment 18,911 10,623 28,244 21,246
-------- -------- --------- ---------
Pension expense $ 94,677 $ 47,781 $ 154,328 $ 95,562
======== ======== ========= =========
15
UNITED BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the six and three months ended June 30, 2005 and 2004
NOTE E - OFF-BALANCE SHEET ACTIVITIES
Some financial instruments, such as loan commitments, credit lines, letters of
credit and overdraft protection, are issued to meet customer financing needs.
These are agreements to provide credit or to support the credit of others, as
long as conditions established in the contracts are met, and usually have
expiration dates. Commitments may expire without being used. Off-balance sheet
risk to credit loss exists up to the face amount of these instruments, although
material losses are not anticipated. The same credit policies are used to make
such commitments as are used for loans, including obtaining collateral at
exercise of the commitment.
A summary of the notional or contractual amounts of financial instruments with
off-balance sheet risk at the indicated dates is as follows:
JUNE 30, DECEMBER 31,
2005 2004
(Unaudited)
Commitments to extend credit $27,603,300 $ 26,879,212
Credit card and ready reserve lines 1,843,522 1,582,377
Standby letters of credit 855,300 605,300
16
UNITED BANCORP, INC.
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 June 30,
2005, as compared to December 31, 2004 and the results of operations for the six
and three months ended June 30, 2005 compared to the same period in 2004. 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.
Management makes certain judgments 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.
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 known risk factors in its evaluation,
judgement errors may occur.
17
UNITED BANCORP, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
Analysis of Financial Condition
Earning Assets - Loans
At June 30, 2005, gross loans were $226,867,000 compared to $215,447,000 at
year-end 2004, an increase of $11,420,000 or 5.3%. The increase in total
outstanding loans was the result of an increase in the commercial real estate
and installment 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 18.7% of total loans at June 30, 2005 compared to
19.5% at December 31, 2004. 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. 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 57.4% of total loans at
June 30, 2005 compared to 55.0% at December 31, 2004. Commercial and commercial
real estate loans have increased $11,820,000 or 10.0% since December 31, 2004.
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 23.9% of total loans at June 30, 2005 and 25.6% at
year-end 2004. Real estate loans decreased by 1.5% or $813,000 since December
31, 2004. Real estate lending for the first quarter of 2005 has been extremely
slow with respect to the Company's adjustable rate mortgage products. As of June
30, 2005, CITIZENS has $28 million in fixed rate loans that they service for a
fee that is typically 25 basis points.
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 six months ended June 30, 2005 were
approximately $144,000, or 4.8%, of the beginning balance in the allowance for
loan losses.
18
UNITED BANCORP, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
Analysis of Financial Condition (continued)
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 June 30, 2005
decreased approximately $13,421,000, or 9.7% from year-end 2004 totals. This
occurred to partially fund the growth in outstanding loans. Securities held to
maturity at June 30, 2005 increased approximately $5,793,000, or 38.8% compared
to year-end 2004 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 June 30, 2005, total core deposits increased
approximately $11,324,000, or 4.3%. The Company's interest-bearing demand
deposits increased $15,060,000 or 24.3%, noninterest-bearing demand deposits
decreased $7,170,000 or 22.6% while certificates of deposits under $100,000
increased by $5,296,000, or 4.3%. During the second quarter of 2005, CITIZENS as
part of a strategic move to grow deposits introduced a new product "free
checking with interest." Management feels this move will help us strategically
over time expand and gain market share in deposits. To our knowledge no other
local competitor is offering a free checking account that pays interest. In
addition to paying interest, a debit/ATM named the "Freedom Card" was issued
with the accounts. The benefit of the Freedom Card is to allow our customers to
use any ATM in the continental United States without a service fee. At the time
of this product introduction approximately $9 million of deposits in our primary
checking account program were converted to this new product.
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 June 30, 2005, certificates of deposit greater than $100,000
increased $2,424,000, or 6.1%, from year-end 2004 totals.
Over the past several years, COMMUNITY has developed several large depository
customers. As of June 30, 2005, the nine largest depository customers accounted
for approximately 30.0% of COMMUNITY'S certificate of deposits and approximately
85.0% of total certificates of deposits greater than $100,000. These customers
also represent 24.2% of COMMUNITY'S demand deposits at June 30, 2005. Total
concentration of retail funding is approximately 30.6% of COMMUNITY'S total
deposits at June 30, 2005. On a consolidated level, this represents
approximately 9.1% of total retail deposits at June 30, 2005 compared to 8.0% at
December 31, 2004. 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.
19
UNITED BANCORP, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
Analysis of Financial Condition (continued)
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 and Loan
notes payable and Federal Home Loan Bank ("FHLB") advances. In the first three
months of 2005, 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 $9,681,000, or 15.4% from year-end 2004 totals.
Results of Operations for the Six Months Ended June 30, 2005 and 2004
Net Income
Basic and diluted earnings per share for the six months ended June 30, 2005
totaled $0.45, compared with $0.45 for the six months ended June 30, 2004. In
dollars, net income decreased by $30,166, or 1.7%, for the six months ended June
30, 2005, compared to the same period in 2004.
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 2.4% or $ 153,000 for the six months ended June 30,
2005 compared to the same period in 2004. This resulted from a growth in earning
assets, primarily loans.
Total interest income for the six months ended June 30, 2005 was $10,668,000
compared to $10,124,000 for the same period in 2004. Total interest income
increased $544,000, or 5.4%. The increase can be attributed to the overall
growth of the loan portfolio of $17,220,000, or 8.3%, from June 30, 2004 to June
30, 2005. Also contributing to the increase is the overall increase in the
interest rate environment in 2005.
Total interest expense for the six months ended June 30, 2005 when compared to
the same six-month period ended June 30, 2004, increased 10.4%, or $390,000. The
Company has experienced an increase in interest expense due to the effect of a
higher interest rate environment for the first six months of 2005 as compared to
2004.
Provision for Loan Losses
The total provision for loan losses was $260,000 for the six months ended June
30, 2005 compared to $339,000 for the same period in 2004. At June 30, 2005 the
allowance for loan losses to total gross loans was 1.37% as compared to 1.39% at
December 31, 2004. The allowance for loan losses to nonperforming loans was
235.15% at June 30, 2005, compared to 186.49% at December 31, 2004. The
provision in the 2005 six month period is primarily attributable to growth in
the loan portfolio balance of approximately 5.3% since December 31, 2004.
20
UNITED BANCORP, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
Results of Operations for the Six Months Ended June 30, 2005 and 2004
(continued)
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, earnings on bank-owned life
insurance and other miscellaneous items.
Noninterest income for the six months ended June 30, 2005 was $1,155,000
compared to $1,184,000 for the same six-month period ended June 30, 2004, a
decrease of approximately 2.4% or $29,000. The Company's security portfolio
incurred a $6,100 realized loss for the six months ended June 30, 2005, compared
to a $95,000 realized gain for the same period in 2004, resulting in a decrease
in noninterest income of $101,000 from 2004 to 2005. Management's sale strategy
in 2004 took into consideration the relative volatility in the bond market
during the first six-months of 2004. 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. For the first six-months of 2005, market
conditions, with the overall increase in interest rates, did not provide
management with the opportunity to replicate the level of security gains that
were available in 2004. 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 $12,000 from 2004 to 2005.
Noninterest Expense
Noninterest expense for the six months ended June 30, 2005 increased $255,000 or
5.1% over the six months ended June 30, 2004. Salaries and employee benefits
costs increased $143,000 or 5.7% mainly due to annual merit increases and higher
costs related to the Company's defined benefit plan and medical insurance
benefits. Occupancy expense decreased $48,000 or 6.9% due to capital
expenditures becoming fully depreciated in the first quarter of 2005.
Results of Operations for the Three Months Ended June 30, 2005 and 2004
Net Income
Basic and diluted earnings per share for the three months ended June 30, 2005
totaled $0.23, compared with $0.23 for the three months ended June 30, 2004. In
dollars, net income decreased by $4,857, or 0.6%, for the three months ended
June 30, 2005, compared to the same quarter in 2004.
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 1.6%, or $50,000, for the three months ended June 30,
2005 compared to the same period in 2004. This resulted from a growth in earning
assets, primarily loans.
21
UNITED BANCORP, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
Results of Operations for the Three Months Ended June 30, 2005 and 2004
(continued)
Net Interest Income (continued)
Total interest income for the three months ended June 30, 2005 was $5,445,000
compared to $5,096,000 for the same period in 2004, an increase of $349,000, or
6.8%. The increase can be attributed to the overall growth of the loan portfolio
from June 30, 2004 to June 30, 2005 of $17,220,065 or 8.2%.
Total interest expense for the three months ended June 30, 2005 when compared to
the same three-month period ended June 30, 2004, increased by 16.0%, or
$298,000. The Company has experienced an increase in interest expense due to
growth in interest-bearing liabilities, as well as the effect of a higher
interest rate environment for the first three months of 2005 as compared to
2004.
Provision for Loan Losses
The provision for loan losses was $116,000 for the three months ended June 30,
2005 compared to $199,500 for the same period in 2004. At June 30, 2005 the
allowance for loan losses to total gross loans was 1.37% as compared to 1.39% at
December 31, 2004. Due to a reduction of net loans charged off and a decrease in
nonperforming loans during the three months ended June 30, 2005, the Company
lowered its provision for loan losses.
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, earnings on bank-owned life
insurance and other miscellaneous items.
Noninterest income for the three months ended June 30, 2005 was $589,000
compared to $533,000 for the same three-month period ended June 30, 2004, an
increase of approximately 10.4%, or $55,000. During the three-months ended June
30, 2005, the increase in noninterest income was driven by increase in the
servicing income on secondary market loans of approximately $54,000, and
increased merchant income of $5,000.
22
UNITED BANCORP, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
Results of Operations for the Three Months Ended June 30, 2005 (continued)
Noninterest Expense
Noninterest expense for the three months ended June 30, 2005 increased $202,000,
or 8.3%, over the three months ended June 30, 2004. Salaries and employee
benefits expense increased $92,000 or 7.5% mainly due to annual merit increases
and higher costs related to the Company's defined benefit plan and medical
insurance benefits. Occupancy expense decreased $19,000, or 5.7%, due to capital
expenditures becoming fully depreciated in the first quarter of 2005.
Professional expenses increased as a result of additional expenses of compliance
with Section 404 of Sarbanes Oxley.
Capital Resources
Internal capital growth, through the retention of earnings, is the primary means
of maintaining capital adequacy for the Company. Shareholders' equity at June
30, 2005, totaled $33,801,000 compared to $32,824,000 at December 31, 2004, a
3.0% increase. Total shareholders' equity in relation to total assets was 8.38%
at June 30, 2005 and 8.26% at December 31, 2004. 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. Although this preferred
stock is a financial tool, it has not been exercised to date.
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 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.
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.
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.
23
UNITED BANCORP, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
Results of Operations for the Three Months Ended June 30, 2005 (continued)
Capital Resources (continued)
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 well-capitalized classification at
June 30, 2005:
JUNE 30,
2005
(Unaudited)
(Dollars in thousands)
Tier 1 capital $ 34,284
Total risk-based capital $ 37,265
Risk-weighted assets $ 251,924
Average total assets $ 398,423
Tier 1 capital to average assets 8.60%
Tier 1 risk-based capital ratio 13.61%
Total risk-based capital ratio 14.79%
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 earnings, 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, a
borrowing agreement with the Federal Home Loan Bank of Cincinnati and the
adjustment of interest rates to obtain depositors. Management feels that it has
the capital adequacy and profitability to meet the current and projected
liquidity needs of its customers.
For the six months ended June 30, 2005, the adjustments to reconcile net earning
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 increased slightly as a result of a
decrease in government agency securities. For a more detailed illustration of
sources and uses of cash, refer to the condensed consolidated statements of cash
flows.
24
UNITED BANCORP, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
Results of Operations for the Three Months Ended June 30, 2005 (continued)
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 affect
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.
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 material equity securities other
than stock in the Federal Home Loan Bank of Cincinnati, 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. As discussed previously, the
Company does originate long-term fixed rate mortgages but immediately sells
these loans in the secondary market. 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 86% of the portfolio compared to
the 14% 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
36% of total assets and a small portion of its loan portfolio consisting of long
term fixed rate loans, the Company is somewhat sensitive to periods of rising
interest rates. In such periods, the Company's net interest spread could be
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.
25
UNITED BANCORP, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
Item 3. Quantitative and Qualitative Disclosures About Market Risk (continued)
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 present value of
financial instruments to sudden and sustained changes in the prevailing interest
rates.
NET PORTFOLIO VALUE
JUNE 30, 2005
CHANGE IN RATES $ AMOUNT $ CHANGE % CHANGE
(Dollars in thousands)
+200 $ 36,487 $ 2,682 8%
+100 35,272 1,467 4%
Base 33,805
-100 31,742 (2,063) (6)%
-200 28,450 (5,355) (16)%
NET PORTFOLIO VALUE
DECEMBER 31, 2004
CHANGE IN RATES $ AMOUNT $ CHANGE % CHANGE
(Dollars in thousands)
+200 $ 34,352 $(5,396) (14)%
+100 37,782 (1,966) (5)%
Base 39,748
-100 36,357 (3,391) (9)%
-200 32,302 (7,446) (19)%
The projected volatility of the net present value at both June 30, 2005 and
December 31, 2004 fall within the general guidelines established by the Board of
Directors. The NPV table for June 30, 2005 shows that in a rising interest rate
environment, the NPV would increase 4% for a 100 basis point increase in rates
and then increase 8%. The eventual decrease in a 200 basis point increase in
rate 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 declines. However, since the Company currently has the
ability to hold these securities to their final maturity, it would not have to
recognize any losses. In a falling interest rate environment, the Company's NPV
at June 30, 2005 would decrease 6% with a 100 basis point interest rate
decrease. In a 200 basis point rate decrease the Company's NPV would decrease
16%. 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.
26
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-15e. 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 June 30, 2005 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 June 30, 2005 that has
materially affected, or is reasonably likely to materially affect, the Company's
internal control over financial reporting.
27
UNITED BANCORP, INC.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None, other than ordinary routine litigation incidental to the
Company's business.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
On August 24, 2004, the Corporation announced a stock repurchase
program for a total of $1.0 million over two years. As of June 30,
2005, $387,000 remained available under the program. The Company
purchased 20,000 shares during the first quarter of 2005 at an
average price of $14.25.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Annual Meeting of Shareholders of United Bancorp, Inc. was held
on April 20, 2005 for the purpose of electing four Directors to hold
office until the annual meeting of shareholders to be held in 2007.
Proxies for the meeting were solicited pursuant to Section 14(a) of
the Securities Exchange Act of 1934 and there was no solicitation in
opposition to management's nominees. All of management's nominees
for Director as listed in the proxy statement were elected by the
votes set forth below:
NOMINEES FOR WITHHELD
James W. Everson 3,226,611 3,214
John M. Hoopingarner 3,216,765 13,060
Richard L. Riesbeck 3,222,716 7,109
Matthew C. Thomas 3,228,373 1,452
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS
Exhibit No.
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 C to the registrant's Definitive
Proxy Statement filed with the Securities and Exchange Commission on March
14, 2001.
28
UNITED BANCORP, INC.
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.
Date: August 12, 2005 By: /s/James W. Everson
-----------------------------------------------
James W. Everson
Chairman, President & Chief Executive Officer
Date: August 12, 2005 By: /s/Randall M. Greenwood
-----------------------------------------------
Randall M. Greenwood
Senior Vice President, Chief Financial Officer
and Treasurer
29
EXHIBIT INDEX
Exhibit No. Description
- ----------- ----------------------------------------------------------------------
3.1 Amended Articles of Incorporation of United Bancorp, Inc. incorporated
by reference to Appendix B to the registrant's Definitive Proxy
Statement filed with the Securities and Exchange Commission on March
14, 2001.
3.2 Amended Code of Regulations of United Bancorp, Inc. incorporated by
reference to Appendix C to the registrant's Definitive Proxy Statement
filed with the Securities and Exchange Commission on March 14, 2001.
4.0 Instruments Defining the Rights of Security Holders (See Exhibits 3.1
and 3.2)
31.1 Rule 13a-14(e) Certification - Principal Executive Officer
31.2 Rule 13a-14(a) Certification - Principal Financial Officer
32.1 Certification pursuant to 18 U.S.C. Section 1350, as enacted pursuant
to Section 906 of The Sarbanes-Oxley Act of 2002
32.2 Certification pursuant to 18 U.S.C. Section 1350, as enacted pursuant
to Section 906 of The Sarbanes-Oxley Act of 2002.