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 SEPTEMBER 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 (IRS Employer
of 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 BY CHECK MARK WHETHER THE REGISTRANT IS A SHELL COMPANY (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 3,821,821 SHARES AS OF NOVEMBER 9, 2005
UNITED BANCORP, INC.
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
PART I
FINANCIAL INFORMATION
SEPTEMBER 30, DECEMBER 31,
2005 2004
------------- ------------
(Unaudited)
ASSETS
Cash and due from financial institutions $ 7,886,757 $ 7,580,576
Securities available for sale - at market 123,347,529 137,816,329
Securities held to maturity - estimated fair value of $21,219,304 at
September 30, 2005 and $15,475,005 at December 31, 2004 20,648,215 14,947,520
Federal Home Loan Bank stock - at cost 4,254,400 4,115,200
Total loans 230,587,731 215,446,870
Allowance for loan losses (2,942,447) (2,995,422)
------------ ------------
Loans - net 227,645,284 212,451,448
Premises and equipment 7,475,989 7,760,360
Accrued interest receivable 2,563,666 2,253,212
Other real estate and repossessions 1,139,663 1,014,207
Core deposit and other intangible assets 20,917 34,417
Bank owned life insurance 8,105,834 7,517,548
Other assets 2,606,161 2,030,767
------------ ------------
Total assets $405,694,415 $397,521,584
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Demand deposits
Noninterest-bearing $ 24,790,002 $ 31,777,495
Interest-bearing 83,437,881 62,038,985
Savings deposits 40,656,085 45,143,133
Time deposits - under $100,000 126,738,857 122,018,788
Time deposits - $100,000 and over 39,507,080 39,651,142
------------ ------------
Total deposits 315,129,905 300,629,543
Federal funds purchased 7,269,000 3,180,000
Advances from the Federal Home Loan Bank 36,783,040 46,680,311
Securities sold under agreements to repurchase 8,770,739 12,612,270
Other borrowed funds 547,991 399,283
Trade date security purchases 2,000,000 --
Accrued expenses and other liabilities 1,289,499 1,196,066
------------ ------------
Total liabilities 371,790,174 364,697,473
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;
4,188,675 and 4,126,970 shares issued at September 30, 2005 and
December 31, 2004, respectively 4,188,675 4,126,970
Additional paid-in capital 26,431,475 25,831,585
Retained earnings 8,034,400 7,021,185
Stock held by deferred compensation plan; 73,837 shares at
September 30, 2005 and 62,977 shares at December 31, 2004 - at cost (856,288) (752,437)
Treasury stock - 293,017 at September 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 (841,170) (635,441)
------------ ------------
Total shareholders' equity 33,904,241 32,824,111
------------ ------------
Total liabilities and shareholders' equity $405,694,415 $397,521,584
============ ============
The accompanying notes are an integral part of these statements.
2
UNITED BANCORP, INC.
CONSOLIDATED STATEMENTS OF EARNINGS
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
----------------------- -------------------------
2005 2004 2005 2004
---------- ---------- ----------- -----------
(Unaudited)
Interest and dividend income
Loans, including fees $3,991,104 $3,481,371 $11,335,153 $10,264,106
Taxable securities 1,276,705 1,290,797 3,861,350 3,824,116
Non-taxable securities 329,824 343,370 968,069 1,065,134
Federal funds sold 1,103 175 5,651 3,758
Dividends on Federal Home Loan Bank stock and other 59,526 43,516 155,723 126,047
---------- ---------- ----------- -----------
Total interest and dividend income 5,658,262 5,159,229 16,325,946 15,283,161
Interest expense
Deposits
Demand 330,226 162,516 707,144 468,649
Savings 36,080 40,483 112,510 122,225
Time 1,539,445 1,317,190 4,384,764 4,163,150
Borrowings 498,117 330,648 1,334,503 841,418
---------- ---------- ----------- -----------
Total interest expense 2,403,868 1,850,837 6,538,921 5,595,442
Net interest income 3,254,394 3,308,392 9,787,025 9,687,719
Provision for loan losses 68,000 159,500 328,000 498,500
---------- ---------- ----------- -----------
Net interest income after provision for loan losses 3,186,394 3,148,892 9,459,025 9,189,219
Noninterest income
Service charges on deposit accounts 343,591 334,663 972,693 970,613
Net realized gains (losses) on sales of securities (19,195) (22,684) (25,291) 72,602
Net realized gains on sales of loans 3,459 8,024 15,979 32,560
Other income 246,427 205,165 766,150 633,292
---------- ---------- ----------- -----------
Total noninterest income 574,282 525,168 1,729,531 1,709,067
Noninterest expense
Salaries and employee benefits 1,339,648 1,272,943 4,017,468 3,807,361
Occupancy and equipment 336,434 320,035 991,833 1,023,705
Professional services 115,145 100,918 364,515 283,287
Insurance 101,942 79,357 258,451 224,184
Franchise and other taxes 104,567 107,757 305,541 301,844
Advertising 93,975 58,831 257,915 212,283
Stationery and office supplies 78,677 90,619 199,014 199,306
Amortization of intangibles 4,500 4,500 13,500 13,500
Other expenses 489,184 525,271 1,516,143 1,500,414
---------- ---------- ----------- -----------
Total noninterest expense 2,664,072 2,560,231 7,924,380 7,565,884
---------- ---------- ----------- -----------
Earnings before income taxes 1,096,604 1,113,829 3,264,176 3,332,402
Income tax expense 268,400 215,400 735,170 703,005
---------- ---------- ----------- -----------
Net earnings $ 828,204 $ 898,429 $ 2,529,006 $ 2,629,397
========== ========== =========== ===========
EARNINGS PER COMMON SHARE
Basic $ 0.22 $ 0.24 $ 0.66 $ 0.69
========== ========== =========== ===========
Diluted $ 0.22 $ 0.23 $ 0.66 $ 0.69
========== ========== =========== ===========
DIVIDENDS PER COMMON SHARE $ 0.13 $ 0.12 $ 0.39 $ 0.36
========== ========== =========== ===========
The accopanying notes are an integral part of these statements.
3
UNITED BANCORP, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
---------------------- -----------------------
2005 2004 2005 2004
--------- ---------- ---------- ----------
(Unaudited)
Net earnings $ 828,204 $ 898,429 $2,529,006 $2,629,397
Other comprehensive income (loss), net of tax:
Unrealized holding gains (losses) on securities during
the period, net of taxes (benefits) of $(147,634),
$1,197,744, $(105,981) and $68,897 for
each respective period (313,724) 2,325,033 (222,421) 133,741
Reclassification adjustment for realized (gains) losses
included in earnings, net of taxes (benefits) of $6,526,
$7,713, $8,595 and $(24,685) for each
respective period 12,669 14,971 16,692 (47,917)
--------- ---------- ---------- ----------
Comprehensive income $ 527,149 $3,238,433 $2,323,277 $2,715,221
========= ========== ========== ==========
Accumulated comprehensive loss $(841,170) $ (162,767) $ (841,170) $ (162,767)
========= ========== ========== ==========
The accopanying notes are an integral part of these statements.
4
UNITED BANCORP, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(Unaudited)
TREASURY
ADDITIONAL STOCK AND ACCUMULATED TOTAL
COMMON PAID-IN DEFERRED RETAINED COMPREHENSIVE 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 -- -- -- 2,629,397 -- 2,629,397
Shares purchased for deferred
compensation plan -- 80,292 (80,292) -- -- --
Purchases of treasury stock -
at cost -- -- (323,831) -- -- (323,831)
Unrealized gains on securities designated
as available for sale, net of tax -- -- -- -- 85,824 85,824
Cash dividends - $0.36 per share -- -- -- (1,374,756) -- (1,374,756)
---------- ------------ ----------- ----------- --------- -----------
Balance at September 30, 2004 $3,752,105 $ 25,793,282 $(3,153,820) $ 7,302,293 $(162,767) $33,531,093
========== ============ =========== =========== ========= ===========
Balance January 1, 2005 $4,126,970 $ 25,831,585 $(3,520,188) $ 7,021,185 $(635,441) $32,824,111
Net earnings -- -- -- 2,529,006 -- 2,529,006
Shares purchased for deferred
compensation plan -- 111,193 (111,193) -- -- --
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 19,704 242,267 -- -- -- 261,971
Unrealized losses on securities designated
as available for sale, net of tax -- -- -- -- (205,729) (205,729)
Cash dividends - $0.39 per share -- -- -- (1,515,791) -- (1,515,791)
---------- ------------ ----------- ----------- --------- -----------
Balance at September 30, 2005 $4,188,675 $ 26,431,475 $(3,909,139) $ 8,034,400 $(841,170) $33,904,241
========== ============ =========== =========== ========= ===========
The accompanying notes are an integral part of these statements.
5
UNITED BANCORP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the nine months ended September 30,
2005 2004
------------ ------------
(Unaudited)
Cash flows from operating activities:
Net earnings $ 2,529,006 $ 2,629,397
Adjustments to reconcile net earnings to net
cash provided by operating activities:
Depreciation and amortization 498,810 604,316
Provision for loan losses 328,000 498,500
Deferred taxes -- (150,811)
Increase in value of bank owned life insurance (205,810) (222,222)
Federal Home Loan Bank stock dividends (139,200) (118,000)
Net realized (gains) losses on sales of securities 25,291 (72,602)
Amortization of securities, net 312,330 428,544
Net realized gain on sale of loans (15,979) (32,560)
Net realized loss on sale of real estate owned (1,306) (10,214)
Amortization of mortgage servicing rights 61,090 68,662
Net change in accrued interest receivable and other assets (1,265,129) (47,307)
Net change in accrued expenses and other liabilities 147,623 (201,970)
------------ ------------
Net cash provided by operating activities 2,274,726 3,373,733
Cash flows provided by (used in) investing activities:
Securities available for sale:
Sales, 15,334,547 32,633,348
Maturities, prepayments and calls 19,401,341 32,745,427
Purchases (18,940,982) (49,747,051)
Securities held to maturity:
Maturities, prepayments and calls 315,000 860,671
Purchases (5,991,150) (1,266,732)
Purchase of bank owned life insurance (382,476) (63,000)
Net change in loans receivable (15,505,857) (14,645,941)
Purchases of premises and equipment (200,939) (339,166)
Proceeds from sale of real estate owned 245,850 311,504
------------ ------------
Net cash provided by (used in) investing activities (5,724,666) 489,060
Cash flows provided by (used in) financing activities:
Net change in deposits 14,500,362 (9,911,505)
Net change in short-term borrowings (8,303,823) 9,320,466
Proceeds from long-term debt (168,182) (860,885)
Principal payment on long-term debt (1,029,089) --
Treasury stock purchases (285,100) (323,831)
Proceeds from stock issuance 261,971 --
Exercise of stock options 295,773 --
Cash dividends paid (1,515,791) (1,374,756)
------------ ------------
Net cash provided by (used in) financing activities 3,756,121 (3,150,511)
------------ ------------
Net increase in cash and cash equivalents 306,181 712,282
Cash and cash equivalents at beginning of period 7,580,576 8,386,575
------------ ------------
Cash and cash equivalents at end of period $ 7,886,757 $ 9,098,857
============ ============
Supplemental disclosure of cash flow information:
Interest paid $ 6,462,036 $ 5,663,769
============ ============
Federal income taxes paid $ 582,644 $ 736,000
============ ============
Supplemental disclosure of noncash investing activities:
Noncash transfer from loans to other real estate
and repossessions $ 372,909 $ 286,029
============ ============
Unrealized gains (losses) on securities designated as
available for sale, net of related tax effects $ (205,729) $ 85,824
============ ============
The accompanying notes are an integral part of these statements.
6
UNITED BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the nine and three months ended September 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 September 30,
2005, and its results of operations and cash flows for the nine 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 nine and three months ended September 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 NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
----------------------- -----------------------
2005 2004 2005 2004
---------- ---------- ---------- ----------
BASIC
Net earnings $ 828,204 $ 898,429 $2,529,006 $2,629,397
========== ========== ========== ==========
Weighted average common shares outstanding 3,818,836 3,815,193 3,804,917 3,821,025
========== ========== ========== ==========
Basic earnings per common share $ 0.22 $ 0.24 $ 0.66 $ 0.69
========== ========== ========== ==========
DILUTED
Net earnings $ 828,204 $ 898,429 $2,529,006 $2,629,397
========== ========== ========== ==========
Weighted average common shares outstanding
for basic earnings per common share 3,818,836 3,815,193 3,804,917 3,821,025
Add: Dilutive effects of assumed exercise of
stock options 1,940 18,627 17,057 6,157
---------- ---------- ---------- ----------
Average shares and dilutive potential
common shares 3,820,776 3,833,820 3,821,974 3,827,182
========== ========== ========== ==========
Diluted earnings per common share $ 0.22 $ 0.23 $ 0.66 $ 0.69
========== ========== ========== ==========
Number of stock options not considered in
computing diluted earnings per share due to
antidilutive nature 35,481 25,480 20,038 10,038
Weighted average exercise price
of dilutive stock options $ 8.32 $ 7.93 $ 12.19 $ 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 nine and three months ended September 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 NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------- -----------------------
2005 2004 2005 2004
-------- -------- ---------- ----------
NET EARNINGS As reported $828,204 $898,429 $2,529,006 $2,629,397
Stock-based compensation, net of tax (5,191) (8,010) (15,573) (24,030)
-------- -------- ---------- ----------
Pro-forma $823,013 $890,419 $2,513,433 $2,605,367
======== ======== ========== ==========
EARNINGS PER SHARE
BASIC As reported $ 0.22 $ 0.24 $ 0.66 $ 0.69
Stock-based compensation, net of tax -- (0.01) -- (0.01)
-------- -------- ---------- ----------
Pro-forma $ 0.22 $ 0.23 $ 0.66 $ 0.68
======== ======== ========== ==========
DILUTED As reported $ 0.22 $ 0.23 $ 0.66 $ 0.69
Stock-based compensation, net of tax -- -- -- (0.01)
-------- -------- ---------- ----------
Pro-forma $ 0.22 $ 0.23 $ 0.66 $ 0.68
======== ======== ========== ==========
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, 74,355 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 nine and three months ended September 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 nine months
ended September 30, 2005 and the years ended December 31, 2004 and 2003 is
presented below:
YEAR ENDED DECEMBER 31,
NINE MONTHS ENDED -------------------------------------------
SEPTEMBER 30, 2005 2004 2003
-------------------- -------------------- --------------------
WEIGHTED- WEIGHTED- WEIGHTED-
AVERAGE AVERAGE AVERAGE
EXERCISE EXERCISE EXERCISE
SHARES PRICE SHARES PRICE SHARES PRICE
-------- --------- ------- --------- ------- ---------
Outstanding at January 1, 102,025 $ 9.32 102,025 $ 9.32 102,025 $ 9.32
Granted 10,000 14.85 -- -- -- --
Exercised (70,371) 7.93 -- -- -- --
Forfeited (3,984) 7.93 -- -- -- --
------- ------ -------- ------ ------- ------
Outstanding at September 30, 37,670 $13.55 102,025 $ 9.32 102,025 $ 9.32
======= ====== ======== ====== ======= ======
Options exercisable at period-end 5,759 $11.78 7,212 $ 9.57 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
September 30, 2005:
NUMBER NUMBER REMAINING
EXERCISE OUTSTANDING DATE OF EXERCISABLE CONTRACTUAL
PRICE AT 9/30/05 EXPIRATION AT 9/30/05 LIFE
- -------- ----------- ---------- ----------- -----------
$8.32 2,191 5/14/06 2,191 .63 years
$12.74 15,442 10/26/07 1,080 2.08 years
$14.10 7,722 12/1/06 2,163 1.17 years
$16.52 2,315 7/7/07 325 1.77 years
$14.85 10,000 08/23/14 8.90 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 nine and three months ended September 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 nine and three months ended September 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
COST GAINS LOSSES VALUE
------------ ---------- ----------- ------------
SEPTEMBER 30, 2005
U.S. Government and agency
obligations $ 72,491,947 $ 27,219 $ (612,046) $ 71,907,120
State and municipal obligations 11,041,017 92,884 (112,916) 11,020,985
Mortgage-backed securities 38,705,524 -- (646,489) 38,059,035
Collateralized mortgage obligations 2,379,540 -- (38,865) 2,340,675
------------ -------- ----------- ------------
Total debt securities 124,618,028 120,103 (1,410,316) 123,327,815
Equity securities 4,000 15,714 -- 19,714
------------ -------- ----------- ------------
$124,622,028 $135,817 $(1,410,316) $123,347,529
============ ======== =========== ============
GROSS GROSS ESTIMATED
AMORTIZED UNREALIZED UNREALIZED FAIR
COST GAINS LOSSES VALUE
------------ ---------- ----------- ------------
DECEMBER 31, 2004
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
COST GAINS LOSSES VALUE
----------- ---------- ---------- -----------
SEPTEMBER 30, 2005
State and municipal obligations $20,648,215 $595,639 $(24,550) $21,219,304
=========== ======== ======== ===========
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 nine and three months ended September 30, 2005 and 2004
NOTE B - SECURITIES (continued)
The table below indicates the length of time individual securities have been in
an unrealized loss position at September 30, 2005.
LESS THAN 12 MONTHS 12 MONTHS OR LONGER TOTAL
------------------------ ------------------------ --------------------------
DESCRIPTION OF FAIR UNREALIZED FAIR UNREALIZED FAIR UNREALIZED
SECURITIES VALUE LOSSES VALUE LOSSES VALUE LOSSES
-------------- ----------- ---------- ----------- ---------- ------------ -----------
U.S. Government agency
obligations $37,788,025 $(182,430) $19,640,505 $(429,616) $ 57,428,530 $ (612,046)
State and municipal
obligations 4,169,586 (31,124) 5,056,918 (106,342) 9,226,504 (137,466)
Mortgage-backed
securities 20,083,997 (251,813) 17,975,038 (394,676) 38,059,035 (646,489)
Collateralized mortgage
0bligations 1,592,654 (23,165) 748,021 (15,700) 2,340,675 (38,865)
----------- --------- ----------- --------- ------------ -----------
Total temporarily impaired
securities $63,634,262 $(488,532) $43,420,482 $(946,334) $107,054,744 $(1,434,866)
=========== ========= =========== ========= ============ ===========
Management has the intent and ability to hold these securities for the
foreseeable future. The declines in fair values are expected to recover as the
securities approach the maturity date.
The fair value of debt securities and carrying amount, if different, at
September 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 $ 220,233 $ 220,962 $ 740,076 $ 744,326
Due from one to five years 6,994,194 6,955,558 2,172,240 2,241,328
Due from five to ten years 28,061,672 27,965,056 5,783,262 6,037,245
Due after ten years 48,256,865 47,786,529 11,952,637 12,196,405
Mortgage-backed securities 38,705,524 38,059,035 -- --
Collateralized mortgage obligations 2,379,540 2,340,675 -- --
------------ ------------ ----------- -----------
$124,618,028 $123,327,815 $20,648,215 $21,219,304
============ ============ =========== ===========
Sales of available for sale securities were as follows:
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------------ -------------------------
2005 2004 2005 2004
---------- ----------- ----------- -----------
Proceeds $4,312,892 $14,523,225 $15,334,547 $32,633,348
Gross gains 12,947 32,595 44,069 196,436
Gross losses (32,142) (55,279) (69,360) (123,834)
13
UNITED BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the nine and three months ended September 30, 2005 and 2004
NOTE B - SECURITIES (continued)
Securities with an amortized cost of $75,330,006 at September 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
September 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.
NOTE C - ALLOWANCE FOR LOAN LOSSES
The activity in the allowance for loan losses was as follows:
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
----------------------- -----------------------
2005 2004 2005 2004
---------- ---------- ---------- ----------
Beginning balance $3,111,090 $2,925,133 $2,995,422 $2,843,484
Provision for loan losses 68,000 159,500 328,000 498,500
Loans charged-off (275,006) (218,963) (562,522) (554,171)
Recoveries of previous charge-offs 38,363 101,155 181,547 179,012
---------- ---------- ---------- ----------
Ending balance $2,942,447 $2,966,825 $2,942,447 $2,966,825
========== ========== ========== ==========
Nonperforming loans were as follows:
SEPTEMBER 30, DECEMBER 31,
2005 2004
------------- ------------
Loans past due over 90 days still accruing $515,000 $ 500,000
Nonaccrual loans $974,000 $1,106,000
As of September 30, 2005 and 2004, and for the quarters then ended, individually
impaired loans were not material to the consolidated financial statements.
NOTE D - TIME DEPOSITS
The scheduled maturities of time deposits as of September 30, 2005 were as
follows:
UNDER OVER
$100,000 $100,000 TOTALS
------------ ----------- ------------
2005 $ 21,328,529 $ 9,019,102 $ 30,347,631
2006 43,414,135 17,055,732 60,469,867
2007 25,044,625 6,622,682 31,667,307
2008 27,626,810 4,972,651 32,599,461
2009 6,846,023 1,634,806 8,480,829
Thereafter 2,478,735 202,107 2,680,842
------------ ----------- ------------
$126,738,857 $39,507,080 $166,245,937
============ =========== ============
14
UNITED BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the nine and three months ended September 30, 2005 and 2004
NOTE E - BENEFIT PLANS
Pension expense includes the following:
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------- ---------------------
2005 2004 2005 2004
-------- -------- --------- ---------
Service cost $ 62,382 $ 55,403 $ 187,146 $ 166,209
Interest cost 38,529 49,248 115,587 147,744
Expected return on assets (37,802) (67,493) (113,406) (202,479)
Amortization of prior service cost, transition
liability, net gain, and plan amendment 14,122 10,623 42,366 31,869
-------- -------- --------- ---------
Pension expense $ 77,231 $ 47,781 $ 231,693 $ 143,343
======== ======== ========= =========
The Company anticipates a cash pension contribution of approximately $100,000 in
2005. During the nine months ended September 30, 2005, there were no recognized
gains or losses nor any gains or losses due to settlements or curtailments.
NOTE F - 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:
SEPTEMBER 30, DECEMBER 31,
2005 2004
------------- ------------
(Unaudited)
Commitments to extend credit $28,000,122 $26,879,212
Credit card and ready reserve lines 1,963,636 1,582,377
Standby letters of credit 855,300 605,300
15
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 September
30, 2005, as compared to December 31, 2004 and the results of operations for the
nine and three months ended September 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.
16
UNITED BANCORP, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
Analysis of Financial Condition
Earning Assets - Loans
At September 30, 2005, gross loans were $230,588,000 compared to $215,447,000 at
year-end 2004, an increase of $15,141,000 or 7.0%. 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 18.9% of total loans at September 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.
Commercial and commercial real estate loans comprised 56.7% of total loans at
September 30, 2005 compared to 55.0% at December 31, 2004. Commercial and
commercial real estate loans have increased $12,444,000 or 10.5% 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 24.4% of total loans at September 30, 2005 and 25.6% at
year-end 2004. Real estate loans increased by 2.1% or $1,141,000 since December
31, 2004. Real estate lending for the nine months of 2005 has been extremely
slow with respect to the Company's adjustable rate mortgage products. As of
September 30, 2005, CITIZENS has $29,000,000 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 nine months ended September 30, 2005 were
approximately $381,000, or 12.7%, of the beginning balance in the allowance for
loan losses.
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 September 30,
2005 decreased approximately $14,469,000, or 10.5% from year-end 2004 totals.
This occurred to partially fund the growth in outstanding loans. Securities held
to maturity at September 30, 2005 increased approximately $5,701,000, or 38.1%
compared to year-end 2004 totals.
17
UNITED BANCORP, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
Analysis of Financial Condition (continued)
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 September 30, 2005, total core deposits increased
approximately $14,644,000, or 5.6%. The Company's interest-bearing demand
deposits increased $21,400,000 or 34.5%, noninterest-bearing demand deposits
decreased $6,987,000 or 22.0% while certificates of deposits under $100,000
increased by $4,720,000, or 3.9%. During the first 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 $9,000,000 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 September 30, 2005, certificates of deposit greater than $100,000
decreased $144,000, or 0.4%, from year-end 2004 totals.
Over the past several years, COMMUNITY has developed several large depository
customers. As of September 30, 2005, the nine largest depository customers
accounted for approximately 29.3% of COMMUNITY'S certificate of deposits and
approximately 85.2% of total certificates of deposits greater than $100,000.
These customers also represent 15.8% of COMMUNITY'S demand deposits at September
30, 2005. Total concentration of retail funding is approximately 28.0% of
COMMUNITY'S total deposits at September 30, 2005. On a consolidated level, this
represents approximately 7.8% of total retail deposits at September 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.
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 nine
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 $9,501,000, or 15.1% from year-end 2004 totals.
18
UNITED BANCORP, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
Results of Operations for the Nine Months Ended September 30, 2005 and 2004
Net Income
Basic and diluted earnings per share for the nine months ended September 30,
2005 totaled $0.66, compared with $0.69 for the nine months ended September 30,
2004. In dollars, net income decreased by $100,000, or 3.8%, for the nine months
ended September 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 1.0% or $ 99,000 for the nine months ended September
30, 2005 compared to the same period in 2004. This resulted from a growth in
earning assets, primarily loans.
Total interest income for the nine months ended September 30, 2005 was
$16,326,000 compared to $15,283,000 for the same period in 2004. Total interest
income increased $1,043,000, or 6.8%. The increase can be attributed to the
overall growth of the loan portfolio of $15,141,000, or 7.0%, from September 30,
2004 to September 30, 2005. Also contributing to the increase is the overall
increase in the interest rate environment in 2005.
Total interest expense for the nine months ended September 30, 2005 when
compared to the same nine-month period ended September 30, 2004, increased
16.9%, or $943,000. The Company has experienced an increase in interest expense
due to the effect of a higher interest rate environment for the first nine
months of 2005 as compared to 2004.
Provision for Loan Losses
The total provision for loan losses was $328,000 for the nine months ended
September 30, 2005 compared to $498,500 for the same period in 2004. At
September 30, 2005 the allowance for loan losses to total gross loans was 1.28%
as compared to 1.39% at December 31, 2004. The allowance for loan losses to
nonperforming loans was 302.10% at September 30, 2005, compared to 270.83% at
December 31, 2004. The decreased provision expense for the nine month period
ended September 30, 2005 is primarily attributable to an overall improvement of
the credit quality of the loan portfolio since December 31, 2004.
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.
19
UNITED BANCORP, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
Results of Operations for the Nine Months Ended September 30, 2005 and 2004
(continued)
Noninterest Income (continued)
Noninterest income for the nine months ended September 30, 2005 was $1,730,000
compared to $1,709,000 for the same nine-month period ended September 30, 2004,
an increase of approximately 1.2% or $21,000. Other noninterest income increased
$133,000 during the nine months ended September 30, 2005. This increase is
mainly attributable to the increase in the Company's mortgage servicing asset of
$97,000 for the nine months ended September 30, 2005. The Company's security
portfolio incurred a $25,000 realized loss for the nine months ended September
30, 2005, compared to a $73,000 realized gain for the same period in 2004,
resulting in a decrease in noninterest income of $98,000 from 2004 to 2005.
Management's sale strategy in 2004 took into consideration the relative
volatility in the bond market during the first nine-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
nine-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 $17,000 from 2004 to
2005.
Noninterest Expense
Noninterest expense for the nine months ended September 30, 2005 increased
$358,000 or 4.7% over the nine months ended September 30, 2004. Salaries and
employee benefits costs increased $210,000 or 5.5% mainly due to annual merit
increases and higher costs related to the Company's defined benefit plan and
medical insurance benefits. Occupancy expense decreased $32,000 or 3.1% due to
capital expenditures becoming fully depreciated in the first quarter of 2005.
Legal fees related to collection and foreclosure proceedings increased $50,000
for the nine months ended September 30, 2005.
Results of Operations for the Three Months Ended September 30, 2005 and 2004
Net Income
Basic and diluted earnings per share for the three months ended September 30,
2005 each totaled $0.22, compared with $0.24 and $0.23, respectively, for the
three months ended September 30, 2004. In dollars, net income decreased by
$70,000, or 7.8%, for the three months ended September 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 decreased 1.6%, or $54,000, for the three months ended September
30, 2005 compared to the same period in 2004 due to continued downward pressure
on the net interest margin during the current three month period caused by a
continued flattening of the yield curve.
20
UNITED BANCORP, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
Results of Operations for the Three Months Ended September 30, 2005 and 2004
(continued)
Net Interest Income (continued)
Total interest income for the three months ended September 30, 2005 was
$5,658,000 compared to $5,159,000 for the same period in 2004, an increase of
$499,000, or 9.7%. The increase can be attributed to the overall growth of the
loan portfolio.
Total interest expense for the three months ended September 30, 2005 when
compared to the same three-month period ended September 30, 2004, increased by
29.9%, or $553,000. 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 in 2005 as compared to 2004.
Provision for Loan Losses
The provision for loan losses was $68,000 for the three months ended September
30, 2005 compared to $159,500 for the same period in 2004. At September 30, 2005
the allowance for loan losses to total gross loans was 1.28% as compared to
1.39% at December 31, 2004. Due to a relatively stable level of net loans
charged off for the nine months ended September 30, 2005 to 2004 and a decrease
in nonperforming loans during the three months ended September 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 September 30, 2005 was $574,000
compared to $525,000 for the same three-month period ended September 30, 2004,
an increase of approximately 9.4%, or $49,000. During the three-months ended
September 30, 2005, the increase in noninterest income was driven by increase in
the servicing income on secondary market loans of approximately $30,000 and
increased merchant income of $8,300.
Noninterest Expense
Noninterest expense for the three months ended September 30, 2005 increased
$104,000, or 4.1%, over the three months ended September 30, 2004. Salaries and
employee benefits expense increased $67,000 or 5.2% mainly due to annual merit
increases and higher costs related to the Company's defined benefit plan and
medical insurance benefits. Professional expenses increased as a result of
additional expenses of compliance with Section 404 of Sarbanes Oxley.
21
UNITED BANCORP, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
Capital Resources
Internal capital growth, through the retention of earnings, is the primary means
of maintaining capital adequacy for the Company. Shareholders' equity at
September 30, 2005, totaled $33,904,000 compared to $32,824,000 at December 31,
2004, a 3.3% increase. Total shareholders' equity in relation to total assets
was 8.4% at September 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 utilized 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.
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%
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 September 30, 2005 (continued)
Capital Resources (continued)
The following table illustrates the Company's well-capitalized classification at
September 30, 2005:
SEPTEMBER 30,
2005
(Unaudited)
(Dollars in thousands)
----------------------
Tier 1 capital $ 34,691
Total risk-based capital $ 37,640
Risk-weighted assets $255,645
Average total assets $401,049
Tier 1 capital to average assets 14.72%
Tier 1 risk-based capital ratio 13.57%
Total risk-based capital ratio 8.65%
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 nine months ended September 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.
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.
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 September 30, 2005 (continued)
Inflation (continued)
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.
24
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
SEPTEMBER 30, 2005
CHANGE IN RATES $ AMOUNT $ CHANGE % CHANGE
- --------------- -------- -------- --------
(Dollars in thousands)
+200 $35,578 $ 557 2%
+100 35,948 927 3%
Base 35,021
-100 33,107 (1,914) (5)%
-200 30,528 (4,493) (13)%
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 September 30, 2005 and
December 31, 2004 fall within the general guidelines established by the Board of
Directors. The NPV table for September 30, 2005 shows that in a rising interest
rate environment, the NPV would increase 3% for a 100 basis point increase in
rates and then increase 2%. 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 September 30, 2005 would decrease 5% with a 103%. 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.
25
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 September 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 September 30, 2005 that
has materially affected, or is reasonably likely to materially affect, the
Company's internal control over financial reporting.
26
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
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
Based upon Management and Board discussions to date, it is anticipated that
the Company will implement an Employee Stock Ownership Plan (ESOP) on or
about November 15, 2005. The ESOP will be formed for the purpose of
purchasing approximately 293,000 of treasury shares at fair value. Such
purchase will be funded from the $4.0 million of net proceeds from a trust
preferred security issue, which will bear interest at the rate of 6.25%.
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.
27
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: November 14, 2005 By: /s/ James W. Everson
-----------------------------------
James W. Everson
Chairman, President & Chief
Executive Officer
Date: November 14, 2005 By: /s/ Randall M. Greenwood
-----------------------------------
Randall M. Greenwood
Senior Vice President, Chief
Financial Officer and Treasurer
28
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(a) 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.