1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [x] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1997 or [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 COMMISSION FILE #0-16640 UNITED BANCORP, INC. (Exact name of registrant as specified in its charter) MICHIGAN 38-2606280 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 205 E. CHICAGO BOULEVARD, TECUMSEH, MI 49286 (Address of principal executive offices, including Zip Code) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (517) 423-8373 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 shorter periods 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 [ ] As of April 15, 1997, there were outstanding 1,565,890 shares of the registrant's common stock, no par value. Page 1 2 CROSS REFERENCE TABLE ITEM NO. DESCRIPTION PAGE NO. PART I - FINANCIAL INFORMATION Item 1. Financial Statements (Condensed) (a) Consolidated Balance Sheets 3 (b) Consolidated Statements of Income 4 (c) Consolidated Statements of Cash Flows 5 (d) Notes to Financial Statements 6 Item 2. Management's Discussion and Analysis Financial Condition 7 Liquidity and Funds Management 9 Results of Operations 10 PART II - OTHER INFORMATION Item 1. Legal Proceedings 12 Item 2. Changes in Securities 12 Item 3. Defaults Upon Senior Securities 13 Item 4. Submission of Matters to a Vote of Security Holders 13 Item 5. Other Information 13 Item 6. Exhibits and Reports on Form 8-K 13 Signatures 13 Exhibit Index 14 Page 2 3 PART I FINANCIAL INFORMATION ITEM 1 - FINANCIAL STATEMENTS (a) CONSOLIDATED BALANCE SHEETS (UNAUDITED) - ----------------------------------------------------------------------------------------------------------------------------------- March 31, December 31, March 31, In thousands of dollars 1997 1996 1996 =================================================================================================================================== ASSETS Cash and demand balances in other banks $ 11,479 $ 10,252 $ 9,154 Federal funds sold 5,500 11,400 1,800 - ----------------------------------------------------------------------------------------------------------------------------------- Total cash and cash equivalents 16,979 21,652 10,954 Securities available for sale 50,778 44,990 48,178 Securities held to maturity (fair value of $32,424, $34,391 and $32,792 respectively) 31,808 33,348 31,749 - ----------------------------------------------------------------------------------------------------------------------------------- Total securities 82,586 78,338 79,927 Loans held for sale 608 799 498 Portfolio loans 240,147 241,054 220,100 - ----------------------------------------------------------------------------------------------------------------------------------- Total loans 240,755 241,853 220,598 Less: allowance for loan losses 2,330 2,320 2,250 - ----------------------------------------------------------------------------------------------------------------------------------- Net loans 238,425 239,533 218,348 Premises and equipment, net 8,562 8,775 8,562 Accrued interest receivable and other assets 5,403 5,072 5,010 - ----------------------------------------------------------------------------------------------------------------------------------- TOTAL ASSETS $ 351,955 $ 353,370 $ 322,801 =================================================================================================================================== LIABILITIES Deposits Noninterest bearing $ 27,274 $ 30,335 $ 25,307 Interest bearing certificats of deposit of $100,000 or more 42,013 42,060 38,338 Other interest bearing deposits 236,631 225,308 220,279 - ----------------------------------------------------------------------------------------------------------------------------------- Total deposits 305,918 297,703 283,924 Federal funds and other short term borrowings 615 609 586 Other borrowings 10,000 20,000 6,000 Accrued interest payable and other liabilities 2,957 3,010 2,761 - ----------------------------------------------------------------------------------------------------------------------------------- TOTAL LIABILITIES 319,490 321,322 293,271 SHAREHOLDERS' EQUITY Common stock, no par value; 5,000,000 shares authorized; 1,565,890, 1,565,890 and 1,489,840 shares issued and outstanding, respectively 13,516 13,500 11,262 Stock dividend payable, 78,294 shares at $35 market value and 74,492 shares at $29 market value 2,740 2,160 Retained earnings 16,332 18,419 16,113 Unrealized gain (loss) on securities available for sale, net of tax of $63, $(67), and $2, respectively (123) 129 (5) - ----------------------------------------------------------------------------------------------------------------------------------- TOTAL SHAREHOLDERS' EQUITY 32,465 32,048 29,530 - ----------------------------------------------------------------------------------------------------------------------------------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 351,955 $ 353,370 $322,801 =================================================================================================================================== The accompanying notes are an integral part of these consolidated financial statements. Page 3 4 (b) CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) - ----------------------------------------------------------------------------------------------------------------------------------- Three Months Ended March 31, --------- In thousands of dollars, except per share data 1997 1996 =================================================================================================================================== INTEREST INCOME Interest and fees on loans Taxable $ 5,301 $ 4,911 Tax exempt 14 17 Interest on securities Taxable 751 698 Tax exempt 428 417 Interest on federal funds sold 160 55 - ----------------------------------------------------------------------------------------------------------------------------------- Total interest income 6,654 6,098 INTEREST EXPENSE Interest on certificates of deposit of $100,000 or more 614 525 Interest on other deposits 2,355 2,210 Interest on short term borrowings 7 13 Interest on other borrowings 236 82 - ----------------------------------------------------------------------------------------------------------------------------------- Total interest expense 3,212 2,830 - ----------------------------------------------------------------------------------------------------------------------------------- NET INTEREST INCOME 3,442 3,268 Provision for loan losses 180 126 - ----------------------------------------------------------------------------------------------------------------------------------- NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 3,262 3,142 NONINTEREST INCOME Service charges on deposit accounts 305 268 Trust & Investment fee income 276 249 Loan sales and servicing 145 181 Sales of nondeposit investment products 57 72 Other income 112 112 - ----------------------------------------------------------------------------------------------------------------------------------- Total noninterest income 895 882 NONINTEREST EXPENSE Salaries and employee benefits 1,511 1,345 Occupancy and equipment expense 514 478 Other expense 755 694 - ----------------------------------------------------------------------------------------------------------------------------------- Total noninterest expense 2,780 2,517 - ----------------------------------------------------------------------------------------------------------------------------------- INCOME BEFORE FEDERAL INCOME TAX 1,377 1,507 Federal income tax 347 392 - ----------------------------------------------------------------------------------------------------------------------------------- NET INCOME $ 1,030 $ 1,115 =================================================================================================================================== Net income per share of common stock $ 0.66 $ 0.71 Cash dividends declared per share of common stock $ 0.240 $ 0.210 The accompanying notes are an integral part of these consolidated financial statements. Page 4 5 (c) CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - ----------------------------------------------------------------------------------------------------------------------------------- Three Months Ended March 31, --------- In thousands of dollars 1997 1996 =================================================================================================================================== Cash Flows from Operating Activities Net Income $ 1,030 $ 1,115 - ----------------------------------------------------------------------------------------------------------------------------------- Adjustments to Reconcile Net Income to Net Cash from Operating Activities Depreciation and amortization 340 340 Provision for loan losses 180 126 Loans originated for sale (5,935) (8,786) Proceeds from sales of loans originated for sale 6,126 8,549 Change in accrued interest receivable and other assets (378) (240) Change in accrued interest payable and other liabilities 312 133 - ----------------------------------------------------------------------------------------------------------------------------------- Total adjustments 645 122 - ----------------------------------------------------------------------------------------------------------------------------------- Net cash from operating activities 1,675 1,237 - ----------------------------------------------------------------------------------------------------------------------------------- Cash Flows from Investing Activities Securities available for sale Purchases (7,341) (10,225) Maturities 83 6,000 Principal payments 1,071 1,226 Securities held to maturity Purchases (3,154) (1,786) Maturities 4,695 510 Change in portfolio loans 737 (2,607) Premises and equipment expenditures, net (66) (401) - ----------------------------------------------------------------------------------------------------------------------------------- Net cash from investing activities (3,975) (7,283) - ----------------------------------------------------------------------------------------------------------------------------------- Cash Flows from Financing Activities Net change in deposits 8,215 (1,248) Net change in short term borrowings 6 8 Principal payments on other borrowings (10,000) 0 Proceeds from stock transactions 16 0 Dividends paid (610) (477) - ----------------------------------------------------------------------------------------------------------------------------------- Net cash from financing activities (2,373) (1,717) - ----------------------------------------------------------------------------------------------------------------------------------- Net change in cash and cash equivalents (4,673) (7,763) Cash and cash equivalents at beginning of year 21,652 18,717 - ----------------------------------------------------------------------------------------------------------------------------------- Cash and cash equivalents at end of period $ 16,979 $ 10,954 =================================================================================================================================== Cash Paid During the Period for Interest $ 3,161 $ 2,822 Income taxes $0 $39 =================================================================================================================================== The accompanying notes are an integral part of these consolidated financial statements. Page 5 6 (e) NOTES TO FINANCIAL STATEMENTS (UNAUDITED) NOTE 1 - BASIS OF PRESENTATION The unaudited condensed consolidated financial statements of United Bancorp, Inc. (the "Company") have been prepared in accordance with generally accepted accounting principles for interim financial information and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three month period ending March 31, 1997 are not necessarily indicative of the results that may be expected for the year ended December 31, 1997. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 1996. NOTE 2 - LOANS HELD FOR SALE Mortgage loans serviced for others are not included in the accompanying consolidated statements. The unpaid principal balances of mortgage loans serviced for others was $90,973,000 and $76,381,000 at the end of March 31, 1997 and 1996. The balance of loans serviced for others related to servicing rights that have been capitalized was $30,814,000 and $8,463,000 at March 31, 1997 and 1996 Mortgage servicing rights activity in thousands of dollars for the three months ended March 31, 1997 and 1996 follows: Unamortized cost of mortgage servicing rights 1997 1996 ---- ---- Balance at January 1 $185 $ 0 Amount capitalized year to date 46 61 Amount amortized year to date (4) (1) ---- --- Balance at period end $227 $60 No valuation allowance was considered necessary for mortgage servicing rights at period end 1997 and 1996. NOTE 3 - COMMON STOCK AND EARNINGS PER SHARE Earnings per share are based upon the weighted average number of shares outstanding during the year. On May 27, 1996, the Company issued a 5% stock dividend. Earnings per share, dividends per share and weighted average shares have been restated to reflect the stock dividend. The weighted average number of shares outstanding was 1,565,890 for 1997 and 1,564,332 for 1996. Page 6 7 ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. This discussion provides information about the consolidated financial condition and results of operations of United Bancorp, Inc. and its subsidiary, United Bank & Trust ("Bank") for the three month period ending March 31, 1997. FINANCIAL CONDITION SECURITIES Investment balances increased moderately during the first three months of 1997. A slight decline in total loans combined with increased deposit growth is the largest contributing factor for the increase. The mix of the investment portfolio remained relatively unchanged from December 31 and March 31, 1996. LOANS Loan volume slowed for the first quarter 1997. Business loans increased, continuing trends of prior quarters, while personal loans and residential mortgages declined slightly. The Company sold $6.1 million of loans originated for sale, compared to $8.5 million during the first quarter of 1996. Clients continue to move from variable rate to fixed rate loans, resulting in a greater number of loans being sold on the secondary market rather than being retained in the portfolio. The mix of the portfolio has remained relatively unchanged from prior periods, although the general trend is toward an increased percentage of personal and business loans, with slight declines in tax exempt and residential mortgage loans. The table below shows total loans outstanding, in thousands of dollars, at March 31 and December 31, and their percentage of the total loan portfolio. All loans are domestic and contain no concentrations by industry or customer. March 31, 1997 December 31, 1996 March 31, 1996 ----------------------- ----------------------- ----------------------- Portfolio loans: Balance % of total Balance % of total Balance % of total ------- ---------- ------- ---------- ------- ---------- Personal $ 68,884 28.6% $ 69,477 28.7% $ 61,461 27.9% Business/commercial mtgs 67,451 28.0% 65,823 27.2% 57,361 26.0% Tax exempt 1,010 0.4% 1,078 0.4% 1,088 0.5% Residential mortgage 92,737 38.5% 94,255 39.0% 94,797 43.0% Construction 10,673 4.4% 11,220 4.6% 5,891 2.7% ----------------------- ----------------------- ----------------------- Total loans $240,755 100.0% $241,853 100.0% $220,598 100.0% Page 7 8 CREDIT QUALITY The Company continues to maintain a high level of asset quality compared to peers, as a result of actively monitoring delinquencies, nonperforming assets and potential problem loans. In addition, the Bank uses an independent loan review firm to assess the continued quality of its business loan portfolio. Nonperforming loans are comprised of (1) loans accounted for on a nonaccrual basis: (2) loans contractually past due 90 days or more as to interest or principal payments (but not included in the nonaccrual loans in (1) above); and (3) other loans whose terms have been renegotiated to provide a reduction or deferral of interest or principal because of a deterioration in the financial position of the borrower (exclusive of loans in (1) or (2) above). The aggregate amount of nonperforming loans, in thousands of dollars, is shown in the table below. The Company's classification of nonperforming loans are generally consistent with loans identified as impaired. 3/31/97 12/31/96 3/31/96 ------- -------- ------- Nonaccrual loans $292 $450 $391 Loans past due 90 days or more 577 663 559 Troubled debt restructurings 0 0 0 -------------------------------------------- Total nonperforming loans $869 $1,113 $950 Other real estate 335 335 0 -------------------------------------------- Total nonperforming assets $1,204 $1,448 $950 Percent of total loans 0.50% 0.60% 0.43% Nonperforming loans decreased from end of year and from the same period in 1996. Loans past due ninety days or more remain relatively flat from the comparable periods at December 31 and March 31, 1996. Overall, delinquency is well below industry standards, although is higher than traditionally experienced by the Company. The amount listed for other real estate relates to property that has been leased to a third party with an option to purchase, and no loss is anticipated. An analysis of the allowance for loan losses, in thousands of dollars, for the three months ended March 31, 1997 and 1996 follows: 1997 1996 ---- ---- Balance at beginning of period $2,320 $2,197 Loans charged off (187) (88) Recoveries credited to allowance 17 15 Provision charged to operations 180 126 ------ ------ Balance at end of period $2,330 $2,250 The allowance for loan losses is maintained at a level believed adequate by Management to absorb potential losses in the loan portfolio. DEPOSITS Total deposits grew moderately during the first quarter. Noninterest bearing deposits continue to fluctuate with swings in corporate and public fund balances. These deposits declined from year end, but show increases from the first quarter of 1996. Other interest bearing deposit balances increased during the first three months of 1997 reflecting growth in our Cash Management and Certificates of Deposit accounts. Seasonal increases in public sector funds account for a significant portion of this growth. Other interest bearing deposits remain relatively flat year to date. Management anticipates that deposit growth during the remainder of 1997 will be steady, with anticipated growth from new markets, as well as from consumer re-entry into the certificate of deposit market. Page 8 9 LIQUIDITY AND FUNDS MANAGEMENT LIQUIDITY Loan balances decreased during the quarter, and coupled with moderate deposit growth, resulted in increased liquidity during the period. The Bank moved from a net fed funds borrowed position to a net funds sold position during the quarter, and the increase in liquidity also provided funds to repay $10 million of advances from the Federal Home Loan Bank and to fund investment security purchases. Management anticipates moving in and out of the fed funds market as liquidity needs require. Seasonal deposit fluctuations, with continued loan demand, will cause the borrowed funds position of the Company to vary. The Company has a number of additional liquidity sources should the need arise, but Management has no concerns for the liquidity position of the Company. FUNDS MANAGEMENT The Funds Management Policy of the Bank provides tolerances for the cumulative gap ratio and total interest rate exposure. While the internal measures as dictated by policy are calculated with a slight difference than shown in the table below, all funds management ratios remain within policy. During the first quarter of 1997, these ratios have changed only modestly from those reported at March 31, 1996 and December 31, 1996, in spite of significant shifts in the Bank's liquidity position. The following table shows the rate sensitivity of earning assets and liabilities, in thousands of dollars, as of March 31, 1997. 0-3 4-12 1-5 5-10 Over 10 Months Months Years Years Years Total ------ ------ ----- ----- ----- ----- Securities & federal funds $21,411 $10,861 $ 45,670 $7,122 $3,022 $88,086 Loans 62,183 48,839 99,575 18,464 11,694 240,755 ------------------------------------------------------------------------------- Total earning assets $83,594 $59,700 $145,245 $25,586 $14,716 $328,841 =============================================================================== Interest bearing deposits $162,841 $57,164 $58,593 $46 $278,644 Other borrowings 615 0 10,000 10,615 ------------------------------------------------------------------------------- Total interest bearing liabilities $163,456 $57,164 $68,593 $46 $0 $289,259 =============================================================================== Net asset (liability) funding gap ($79,862) $2,536 $76,652 $25,540 $14,716 $ 39,582 Cumulative net asset (liability) funding gap ($79,862) ($77,326) ($674) $24,866 $39,582 Cumulative gap ratio 0.51 0.65 1.00 1.09 1.14 to 1 Cumulative gap, % of assets -22.7% -22.0% -0.2% 7.1% 11.2% Page 9 10 CAPITAL RESOURCES The capital ratios of the Company exceed the regulatory guidelines for well capitalized institutions. The following table shows the Company's capital ratios and ratio calculations at March 31, 1997 and 1996 and December 31, 1996. Dollars are shown in thousands. Regulatory Guidelines United Bancorp, Inc. Adequat Well 3/31/97 12/31/96 3/31/96 Tier 1 capital to average assets 4% 5% 8.9% 9.3% 8.8% Tier 1 risk adjusted capital ratio 4% 6% 13.5% 13.2% 13.5% Total risk adjusted capital ratio 8% 10% 14.6% 14.2% 14.6% Total shareholders' equity $32,465 $32,048 $29,530 Intangible assets (1,444) (1,491) (1,635) Unrealized (gain) loss on securities available for sale 123 (129) 5 ------- ------- ------- Tier 1 capital 31,144 30,428 27,900 Qualifying loan loss reserves 2,330 2,320 2,250 ------- ------- ------- Tier 2 capital $33,474 $32,748 $30,150 RESULTS OF OPERATIONS NET INTEREST INCOME First quarter net interest income increased $174,000 or 5.3% from the same period in 1996. However, net spread showed a slight decline from prior periods. The spread at March 31, 1997 was 3.84%, compared to 4.09% at March 31, 1996 and 4.15% for all of 1996. The net yield on interest earning assets was at 4.39% for the first quarter, compared to 4.62% at March 31, 1996 and 4.71% for year end 1996. This decline is a result of temporary excess liquidity during the quarter, resulting in high levels of funds sold at relatively low rates. Management has taken steps to invest this excess liquidity to provide a better return while remaining flexible. The table below shows the year to date daily average Consolidated Balance Sheet, interest earned (on a taxable equivalent basis) or paid, and the annualized effective rate or yield, for the period ended March 31, 1997 and 1996. YIELD ANALYSIS OF CONSOLIDATED AVERAGE ASSETS AND LIABILITIES DOLLARS IN THOUSANDS 1997 1996 ---- ---- Average Interest Yield/ Average Interest Yield/ Balance (b) Rate Balance (b) Rate ---------------------------------------------------------------------- ASSETS Interest earning assets (a) Federal funds sold $ 12,264 $ 160 5.23% $ 3,868 $ 55 5.69% Taxable securities 47,268 751 6.36% 47,093 698 5.93% Tax exempt securities (b) 31,187 620 7.95% 29,738 604 8.13% Taxable loans 239,763 5,301 8.84% 217,761 4,911 9.02% Tax exempt loans (b) 1,054 20 7.71% 1,178 24 8.31% ----------------------- ---------------------- Total int. earning assets (b) 331,536 $6,853 8.27% 299,638 $6,293 8.40% ----------------------- ---------------------- Less allowance for loan losses (2,314) (2,211) Other assets 22,946 21,416 TOTAL ASSETS $352,168 $318,843 ======== ======== Page 10 11 YIELD ANALYSIS OF CONSOLIDATED AVERAGE ASSETS AND LIABILITIES (CONTINUED) 1997 1996 Average Interest Yield Average Interest Yield/ Balance (b) Rate Balance (b) Rate -------------------------------------------------------------------------------- LIABILITIES AND SHAREHOLDERS' EQUITY Interest bearing liabilities NOW accounts $38,352 $166 1.73% $ 37,753 $170 1.80% Savings deposits 70,132 485 2.76% 66,659 559 3.36% CDs $100,000 and over 42,553 614 5.77% 35,588 525 5.91% Other interest bearing deposits 122,732 1,705 5.56% 115,510 1,480 5.13% ---------------------- ------------------ Total int. bearing deposits 273,769 2,969 4.34% 255,510 2,735 4.28% Short term borrowings 612 8 5.07% 970 13 5.34% Other borrowings 16,000 236 5.89% 6,000 82 5.46% ---------------------- ------------------ Total int. bearing liabilities 290,381 $3,213 4.43% 262,480 2,830 4.31% ------ ----- Noninterest bearing deposits 26,664 24,875 Other liabilities 2,752 2,557 Shareholders' equity 32,371 28,931 -------- -------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $352,168 $318,843 ======== ======== Net interest income (b) $3,640 $3,463 ====== ====== Net spread (b) 3.84% 4.09% ===== ===== Net yield on interest earning assets (b) 4.39% 4.62% ===== ===== Ratio of interest earning assets to interest bearing liabilities 1.14 1.14 ==== ==== (a) Non-accrual loans and overdrafts are included in the average balances of loans. (b) Fully tax-equivalent basis; 34% tax rate. The table below shows the effect of volume and rate changes on net interest income for the three months ended March 31, on a taxable equivalent basis, in thousands of dollars. 1997 Compared to 1996 1996 Compared to 1995 Increase (Decrease) Due To: (a) Increase (Decrease) Due To: (a) Volume Rate Net Volume Rate Net ------ ---- --- ------ ---- --- Interest earned on: Federal funds sold $110 ($5) $105 $44 $ 0 $44 Taxable securities 3 50 53 (25) 73 48 Tax exempt securities 29 (13) 16 92 (54) 38 Taxable loans 488 (98) 390 188 222 410 Tax exempt loans (2) (2) (4) (7) (4) (11) ----------------------------------------------------------------------------- Total interest income $628 ($68) $560 $292 $237 $529 ============================================================================= Interest paid on: NOW accounts $3 ($7) ($4) $9 ($26) ($17) Savings deposits 28 (103) (75) (45) 96 51 CDs $100,000 and over 101 (12) 89 84 2 86 Other interest bearing deposits 96 129 225 149 (29) 120 Short term borrowings (4) (1) (5) (35) (4) (39) Other borrowings 147 7 154 0 12 12 ---------------------------------------------------------------------------- Total interest expense $371 $13 $384 $162 $51 $213 ============================================================================ Net change in net interest income $257 ($81) $176 $130 $186 $316 ============================================================================ (a) The change in interest due to both rate and volume has been allocated to volume and rate changes in proportion to the relationship of the absolute dollar amounts of the change in each. Page 11 12 NONINTEREST INCOME Most categories of noninterest income increased from the same period in 1996. However, due to volume decreases, income from sales and servicing of loans and income from sales of nondeposit products showed modest declines from the first quarter of 1996. Total noninterest income for the first three months is up by 1.4% from the same period of 1996. NONINTEREST EXPENSES Most categories of noninterest expense showed moderate increases over the first quarter of 1996, reflecting continued growth and expansion of the Bank. Total noninterest expense, excluding provision for loan losses, for the first quarter is 10.4% above the same period for 1996. FEDERAL INCOME TAX There is no significant change in the income tax position of the Company during the first three months of 1997. NET INCOME Consolidated net income for the quarter decreased from the fourth quarter of 1996 and is slightly behind the record first quarter of a year ago. Year to date consolidated net income of $1,030,000 is 7.62% below the $1,115,000 earned in the first quarter of 1996. Return on consolidated average assets for the quarter was 1.19%, compared to 1.45% for all of 1996, and 1.40% for the first three months of 1996. PART II OTHER INFORMATION ITEM 1 - LEGAL PROCEEDINGS The Company is not involved in any material legal proceedings. The Company's sole subsidiary, United Bank & Trust, is involved in ordinary routine litigation incident to its business; however, no such proceedings are expected to result in any material adverse effect on the operations or earnings of the Bank. Neither the Bank nor the Company is involved in any proceedings to which any director, principal officer, affiliate thereof, or person who owns of record or beneficially five percent (5%) or more of the outstanding stock of the Company or the Bank, or any associate of the foregoing, is a party or has a material interest adverse to the Company or the Bank. ITEM 2 - CHANGES IN SECURITIES No changes in the securities of the Company occurred during the quarter ended March 31, 1997. Page 12 13 ITEM 3 - DEFAULTS UPON SENIOR SECURITIES There have been no defaults upon senior securities relevant to the requirements of this section during the three months ended March 31, 1997. ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS No matters were submitted to a vote of security holders during the quarter ended March 31, 1997. ITEM 5 - OTHER INFORMATION None. ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K (a) Listing of Exhibits (numbered as in Item 601 of Regulation S-K): 27. Financial Data Schedule. (b) The Company has filed no reports on Form 8-K during the quarter ended March 31, 1997. 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. United Bancorp, Inc. April 30, 1997 /S/ Dale L. Chadderdon - ---------------------- Dale L. Chadderdon Senior Vice President, Secretary & Treasurer Page 13 14 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION - ------------------------------------------------------------------------------- 27 Financial Data Schedule Page 14