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, 1998 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, 1998, there were outstanding 1,645,974 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 Changes in Shareholders' Equity 5 (d) Consolidated Statements of Cash Flows 6 (e) Notes to Financial Statements 7 Item 2. Management's Discussion and Analysis Financial Condition 8 Liquidity and Funds Management 9 Results of Operations 11 Part II - Other Information Item 1. Legal Proceedings 13 Item 2. Changes in Securities 14 Item 3. Defaults Upon Senior Securities 14 Item 4. Submission of Matters to a Vote of Security Holders 14 Item 5. Other Information 14 Item 6. Exhibits and Reports on Form 8-K 14 Signatures 14 Exhibit Index 15 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 1998 1997 1997 ==================================================================================================================================== ASSETS Cash and demand balances in other banks $12,234 $10,406 $11,479 Federal funds sold 2,300 - 5,500 - ------------------------------------------------------------------------------------------------------------------------------------ Total cash and cash equivalents 14,534 10,406 16,979 Securities available for sale 45,378 42,488 50,778 Securities held to maturity (fair value of $41,933, $38,287 and $32,424, respectively) 40,929 37,164 31,808 - ------------------------------------------------------------------------------------------------------------------------------------ Total securities 86,307 79,652 82,586 Loans held for sale 605 141 608 Portfolio loans 261,253 265,117 240,147 - ------------------------------------------------------------------------------------------------------------------------------------ Total loans 261,858 265,258 240,755 Less: allowance for loan losses 2,516 2,467 2,330 - ------------------------------------------------------------------------------------------------------------------------------------ Net loans 259,342 262,791 238,425 Premises and equipment, net 10,860 10,933 8,562 Accrued interest receivable and other assets 6,910 6,489 5,403 - ------------------------------------------------------------------------------------------------------------------------------------ TOTAL ASSETS $377,953 $370,271 $351,955 ==================================================================================================================================== LIABILITIES Deposits Noninterest bearing $34,718 $31,924 $27,274 Interest bearing certificates of deposit of $100,000 or more 37,489 38,714 42,013 Other interest bearing deposits 255,688 246,197 236,631 - ------------------------------------------------------------------------------------------------------------------------------------ Total deposits 327,895 316,835 305,918 Federal funds and other short term borrowings 650 4,942 615 Other borrowings 10,000 10,000 10,000 Accrued interest payable and other liabilities 3,161 3,028 2,957 - ------------------------------------------------------------------------------------------------------------------------------------ TOTAL LIABILITIES 341,706 334,805 319,490 SHAREHOLDERS' EQUITY Common stock, no par value; 5,000,000 shares authorized; 1,645,974, 1,646,030 and 1,565,890 shares issued and outstanding, respectively 16,389 16,366 13,516 Stock dividend payable 3,292 - 2,740 Retained earnings 16,335 18,867 16,332 Accumulated other comprehensive income (loss) 231 233 (123) - ------------------------------------------------------------------------------------------------------------------------------------ TOTAL SHAREHOLDERS' EQUITY 36,247 35,466 32,465 - ------------------------------------------------------------------------------------------------------------------------------------ TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $377,953 $370,271 $351,955 ==================================================================================================================================== 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 1998 1997 ==================================================================================================================================== INTEREST INCOME Interest and fees on loans Taxable $5,886 $5,301 Tax exempt 19 14 Interest on securities Taxable 712 751 Tax exempt 476 428 Interest on federal funds sold 119 160 - ------------------------------------------------------------------------------------------------------------------------------------ Total interest income 7,212 6,654 INTEREST EXPENSE Interest on certificates of deposit of $100,000 or more 565 614 Interest on other deposits 2,604 2,355 Interest on short term borrowings 12 7 Interest on other borrowings 149 236 - ------------------------------------------------------------------------------------------------------------------------------------ Total interest expense 3,330 3,212 - ------------------------------------------------------------------------------------------------------------------------------------ NET INTEREST INCOME 3,882 3,442 Provision for loan losses 275 180 - ------------------------------------------------------------------------------------------------------------------------------------ NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 3,607 3,262 NONINTEREST INCOME Service charges on deposit accounts 376 305 Trust & Investment fee income 373 276 Loan sales and servicing 291 145 Sales of nondeposit investment products 131 57 Other income 147 112 - ------------------------------------------------------------------------------------------------------------------------------------ Total noninterest income 1,318 895 NONINTEREST EXPENSE Salaries and employee benefits 1,720 1,511 Occupancy and equipment expense 605 514 Other expense 1,000 755 - ------------------------------------------------------------------------------------------------------------------------------------ Total noninterest expense 3,325 2,780 - ------------------------------------------------------------------------------------------------------------------------------------ INCOME BEFORE FEDERAL INCOME TAX 1,600 1,377 Federal income tax 409 347 - ------------------------------------------------------------------------------------------------------------------------------------ NET INCOME $1,191 $1,030 ==================================================================================================================================== Basic and diluted earnings per share $0.72 $0.63 Cash dividends declared per share of common stock 0.26 0.23 The accompanying notes are an integral part of these consolidated financial statements. Page 4 5 (C)CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (UNAUDITED) - ------------------------------------------------------------------------------------------------------------------------------------ Accumulated Stock Other Common Dividend Retained Comprehensive In thousands of dollars, except per share data Stock Payable Earnings Income Total ==================================================================================================================================== Balance, December 31, 1996 $ 13,500 $ - $ 18,419 $ 129 $ 32,048 Net Income 1,030 1,030 Unrealized losses on securities, net of tax (252) (252) ----------- Comprehensive income 778 Cash dividends declared (376) (376) 5% stock dividend declared, 78,294 shares at $35 2,740 (2,740) - Common stock and contingently issuable stock 16 (1) 15 - ------------------------------------------------------------------------------------------------------------------------------------ Balance, March 31, 1997 $13,516 $2,740 $16,332 $ (123) $32,465 ==================================================================================================================================== Balance, December 31, 1997 $16,366 $ - $18,867 $233 $35,466 Net Income 1,191 1,191 Unrealized losses on securities, net of tax (2) (2) -------- Comprehensive income 1,189 Cash dividends declared (428) (428) 5% stock dividend declared, 82,301 shares at $40 3,292 (3,292) - Common stock and contingently issuable stock 23 (3) 20 - ------------------------------------------------------------------------------------------------------------------------------------ Balance, March 31, 1998 $16,389 $3,292 $16,335 $231 $36,247 ==================================================================================================================================== The accompanying notes are an integral part of these consolidated financial statements. 6 (D)CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - --------------------------------------------------------------------------------------------------------------------- Three Months Ended March 31, ------------------------- In thousands of dollars 1998 1997 ===================================================================================================================== Cash Flows from Operating Activities Net Income $1,191 $1,030 - --------------------------------------------------------------------------------------------------------------------- Adjustments to Reconcile Net Income to Net Cash from Operating Activities Depreciation and amortization 376 340 Provision for loan losses 275 180 Loans originated for sale (17,725) (5,935) Proceeds from sales of loans originated for sale 17,260 6,126 Change in accrued interest receivable and other assets (489) (378) Change in accrued interest payable and other liabilities 331 312 - --------------------------------------------------------------------------------------------------------------------- Total adjustments 28 645 - --------------------------------------------------------------------------------------------------------------------- Net cash from operating activities 1,219 1,675 - --------------------------------------------------------------------------------------------------------------------- Cash Flows from Investing Activities Securities available for sale Purchases (4,441) (7,341) Maturities and calls 374 83 Principal payments 1,169 1,071 Securities held to maturity Purchases (5,969) (3,154) Maturities and calls 2,210 4,695 Decrease in portfolio loans 3,639 737 Premises and equipment expenditures, net (239) (66) - --------------------------------------------------------------------------------------------------------------------- Net cash from investing activities (3,257) (3,975) - --------------------------------------------------------------------------------------------------------------------- Cash Flows from Financing Activities Net change in deposits 11,060 8,215 Net change in short term borrowings (4,292) 6 Principal payments on other borrowings - (10,000) Proceeds from stock transactions 23 16 Dividends paid (625) (610) - --------------------------------------------------------------------------------------------------------------------- Net cash from financing activities 6,166 (2,373) - --------------------------------------------------------------------------------------------------------------------- Net change in cash and cash equivalents 4,128 (4,673) Cash and cash equivalents at beginning of year 10,406 21,652 - --------------------------------------------------------------------------------------------------------------------- Cash and cash equivalents at end of period $14,534 $16,979 ===================================================================================================================== Cash Paid During the Period for Interest $3,321 $3,161 Income taxes - - ===================================================================================================================== The accompanying notes are an integral part of these consolidated financial statements. Page 6 7 (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, 1998 are not necessarily indicative of the results that may be expected for the year ended December 31, 1998. 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, 1997. 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 $104,734,000 and $90,973,000 at the end of March 1998 and 1997. The balance of loans serviced for others related to servicing rights that have been capitalized was $58,770,000 and $30,814,000 at March 31, 1998 and 1997. Mortgage servicing rights activity in thousands of dollars for the three months ended March 31, 1998 and 1997 follows: Unamortized cost of mortgage servicing rights 1998 1997 ---- ---- Balance at January 1 $ 340 $ 185 Amount capitalized year to date 128 46 Amount amortized year to date (40) (4) ----- ----- Balance at period end $ 428 $ 227 ===== ===== No valuation allowance was considered necessary for mortgage servicing rights at period end 1998 and 1997. NOTE 3 - COMMON STOCK AND EARNINGS PER SHARE Earnings per share are based upon the weighted average number of shares outstanding plus contigently issuable shares during the year. On May 30, 1997 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 plus contingently issuable shares was 1,649,210 for 1998 and 1,645,517 for 1997. NOTE 4 - COMPREHENSIVE INCOME Effective January 1, 1998, the Company adopted Financial Accounting Standard No. 130, "Reporting Comprehensive Income." Under this new standard, comprehensive income is now reported for all periods and encompasses both net income and other comprehensive income. Other comprehensive income in thousands of dollars for the three months ended March 31, follows: Other comprehensive income 1998 1997 ---- ---- Change in unrealized gain (loss) on securities available for sale $ (3) $(382) Federal income tax benefit (1) (130) ----- ----- Other comprehensive income $ (2) $(252) ===== ===== Page 7 8 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, 1998. FINANCIAL CONDITION SECURITIES Investment balances continued to increase during the quarter, following recent trends. Overall, deposit growth has exceeded loan demand during the quarter, resulting in additions to the securities portfolio. The mix of the portfolio remained relatively unchanged from prior periods. LOANS Loan volume moderated during the first quarter, following three quarters of strong growth. All categories of personal loans declined, while the business loan portfolio experienced increases. The mix of the loan portfolio reflected this growth trend, although overall the mix has remained relatively unchanged from prior periods. Over the long term, the trend is toward an increased percentage of residential mortgage and business loans, with slight declines in personal 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, 1998 December 31, 1997 March 31, 1997 -------------- ----------------- -------------- Portfolio loans: Balance % of total Balance % of total Balance % of total ------- ---------- ------- ---------- ------- ---------- Personal $65,868 25.2% $70,308 26.5% $68,884 28.6% Business/commercial mtgs 77,290 29.5% 74,080 27.9% 67,451 28.0% Tax exempt 1,448 0.6% 1,482 0.6% 1,010 0.4% Residential mortgage 103,238 39.4% 104,800 39.5% 92,737 38.5% Construction 14,014 5.4% 14,588 5.5% 10,673 4.4% ----------------------- ------------------------- ------------------------- Total loans $261,858 100.0% $265,258 100.0% $240,755 100.0% ======================= ========================= ========================= 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. Page 8 9 3/31/98 12/31/97 3/31/97 ------- -------- ------- Nonaccrual loans $ 241 $ 71 $ 292 Loans past due 90 days or more 753 910 577 Troubled debt restructurings 138 138 - --------------------------------- Total nonperforming loans $ 1,132 $ 1,119 $ 869 Other real estate 335 473 335 --------------------------------- Total nonperforming assets $ 1,467 $ 1,592 $ 1,204 Percent of total loans 0.56% 0.61% 0.50% Nonperforming loans remained relatively unchanged from December 31, 1997, and remain at higher levels than at March 31, 1997. Loans past due ninety days or more declined during the quarter, while nonaccrual loans increased during the period. Overall, nonperforming loans as a percent of total loans remain well below industry standards, although higher than traditionally experienced by the Company. The amount listed for other real estate relates primarily to property that has been leased to a third party with an option to purchase, and no loss is anticipated on that property. The Company has increased its provision for loan losses over the same period in 1997 as a result of the increase in loan delinquency. However, on an annualized basis, the provision is anticipated to be lower than that of the prior year. An analysis of the allowance for loan losses, in thousands of dollars, for the three months ended March 31, 1998 and 1997 follows: 1998 1997 ---- ---- Balance at beginning of period $2,467 $2,320 Loans charged off (307) (187) Recoveries credited to allowance 81 17 Provision charged to operations 275 180 ------ ------ Balance at end of period $2,516 $2,330 ====== ====== 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 continued to grow during the quarter, although the rate of growth of noninterest bearing and interest bearing balances continue to fluctuate with swings in corporate and public fund balances. The category of other interest bearing deposit balances enjoyed the greatest growth during the quarter, reflecting continued growth in Cash Management and Certificates of Deposit accounts. Management anticipates that deposit growth during the remainder of 1998 will be steady, with anticipated growth from new markets, as well as from consumer use of newer cash management account products. In December of 1997, the Bank acquired the Dundee office of NBD Bank, resulting in an increase of $12.6 million of deposits. In addition, the Saline office of the Bank, opened in August of 1997, continues to enjoy strong deposit growth, also contributing to total deposit growth of the institution. LIQUIDITY The Bank maintained a funds sold position for the first quarter of 1998, although generally the Bank moves in and out of the fed funds market as liquidity needs vary. Deposit growth moving at different times than loan growth will cause continued variation in the short term funds position of the Bank. The Company has a number of additional liquidity sources should the need arise, and Management has no concerns for the liquidity position of the Company. Page 9 10 FUNDS MANAGEMENT AND INTEREST RATE RISK The composition of the Company's balance sheet consists of investments in interest earning assets (loans and investment securities) that are funded by interest bearing liabilities (deposits and borrowings). These financial instruments have varying levels of sensitivity to changes in market interest rates resulting in market risk. Bank policies place strong emphasis on stabilizing net interest margin, with the goal of providing a sustained level of satisfactory earnings. The Funds Management, Investment and Loan policies provide direction for the flow of funds necessary to supply the needs of depositors and borrowers. Management of interest sensitive assets and liabilities is also necessary to reduce interest rate risk during times of fluctuating interest rates. A number of measures are used to monitor and manage interest rate risk, including interest sensitivity (gap) and income simulation analyses. A gap model is the primary tool used to assess this risk with supplemental information supplied by an income simulation model. The simulation model is used to estimate the effect that specific interest rate changes would have on 12 months of pretax net interest income assuming an immediate and sustained up or down parallel change in interest rates of 200 basis points. Key assumptions in the models include prepayment speeds on mortgage related assets; cash flows and maturities of financial instruments held for purposes other than trading; changes in market conditions, loan volumes and pricing; and management's determination of core deposit sensitivity. These assumptions are inherently uncertain and, as a result, the models cannot precisely estimate net interest income or precisely predict the impact of higher or lower interest rates on net interest income. Actual results will differ from simulated results due to timing, magnitude, and frequency of interest rate changes and changes in market conditions. Based on the results of the simulation model as of March 31, 1998, the Company would expect a maximum potential reduction in net interest margin of less than 5% if market rates increased under an immediate and sustained parallel shift of 200 basis points. The following table shows the rate sensitivity of earning assets and liabilities of the Company, in thousands of dollars, as of March 31, 1998. 0-3 4-12 1-5 5-10 Over 10 Months Months Years Years Years Total ------ ------ ----- ----- ------- ----- Securities & federal funds $ 23,232 $ 8,907 $ 46,377 $ 8,631 $ 1,460 $ 88,607 Loans 66,034 47,600 97,784 39,371 11,069 261,858 ------------------------------------------------------------------------------------------ Total earning assets $89,266 $ 56,507 $ 144,161 $48,002 $12,529 $350,465 ========================================================================================== Interest bearing deposits $ 189,817 $ 57,069 $ 46,237 $ 54 $293,177 Other borrowings 650 3,000 7,000 10,650 ------------------------------------------------------------------------------------------ Total interest bearing liabilities $ 190,467 $ 60,069 $ 53,237 $ 54 $ - $303,827 ========================================================================================== Net asset (liability) funding gap $(101,201) $ (3,562) $ 90,924 $47,948 $12,529 $ 46,638 Cumulative net asset (liability) funding gap $(101,201) $(104,763) $ (13,839) $34,109 $46,638 Cumulative gap ratio 0.47 0.58 0.95 1.11 1.15 to 1 Cumulative gap, % of assets -26.8% -27.7% -3.7% 9.0% 12.3% Page 10 11 The Company's exposure to market risk is reviewed on a regular basis by the Funds Management Committee. The Committee's policy objective is to manage the Company's assets and liabilities to provide an optimum and consistent level of earnings within the framework of acceptable risk standards. The Funds Management Committee of the Bank is also responsible for evaluating and anticipating various risks other than interest rate risk. Those risks include prepayment risk, credit risk and liquidity risk. The Committee is made up of senior members of management, and continually monitors the makeup of interest sensitive assets and liabilities to assure appropriate liquidity, maintain interest margins and to protect earnings in the face of changing interest rates and other economic factors. The Funds Management policy of the Bank provides for a level of interest sensitivity which, Management believes, allows the Bank to take advantage of opportunities within the market relating to liquidity and interest rate risk, allowing flexibility without subjecting the Bank to undue exposure to risk. In addition, other measures are used to evaluate and project the anticipated results of Management's decisions. 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, 1998 and 1997 and December 31, 1997. Dollars are shown in thousands. Regulatory Guidelines United Bancorp, Inc. ---------------------------- ------------------------------------------- Adequate Well 3/31/98 12/31/97 3/31/97 -------- ---- ------- -------- ------- Tier 1 capital to average assets 4% 5% 8.9% 9.3% 8.9% Tier 1 risk adjusted capital ratio 4% 6% 13.4% 13.2% 13.5% Total risk adjusted capital ratio 8% 10% 14.4% 14.2% 14.6% Total shareholders' equity $36,247 $35,466 $32,465 Intangible assets (2,423) (2,487) (1,444) Unrealized (gain) loss on securities available for sale (231) (233) 123 ------------------------------------------- Tier 1 capital 33,593 32,746 31,144 Qualifying loan loss reserves 2,516 2,467 2,330 ------------------------------------------- Tier 2 capital $36,109 $35,213 $33,474 RESULTS OF OPERATIONS NET INTEREST INCOME In general, yields declined for the first quarter of 1998 compared to the fourth quarter of 1997, while remaining higher than those of the same period in 1997. At the same time, the Company's cost of funds dropped compared to the prior quarter, and continued to decline compared to the same period in 1997. This resulted in improved net interest income and spread over the same period of 1997, while remaining virtually flat compared to the prior quarter. 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 periods ended March 31, 1998 and 1997. 12 YIELD ANALYSIS OF CONSOLIDATED AVERAGE ASSETS AND LIABILITIES dollars in thousands 1998 1997 - -------------------- ---------------------------------------------------------------------------------------- Average Interest Yield/ Average Interest Yield/ Balance (b) Rate Balance (b) Rate ---------------------------------------------------------------------------------------- ASSETS Interest earning assets (a) Federal funds sold $ 8,829 $ 119 5.40% $ 12,264 $ 160 5.23% Taxable securities 44,206 712 6.45% 47,268 751 6.36% Tax exempt securities (b) 35,311 689 7.80% 31,187 620 7.95% Taxable loans 263,236 5,885 8.94% 239,763 5,301 8.84% Tax exempt loans (b) 1,471 28 7.57% 1,054 20 7.71% ------------------------ ------------------------ Total int. earning asssets (b) 353,053 $ 7,434 8.42% 331,536 $6,853 8.27% ------------------------ ------------------------ Less allowance for loan losses (2,482) (2,314) Other assets 28,790 22,946 -------- -------- TOTAL ASSETS $379,361 $352,168 ======== ======== LIABILITIES AND SHAREHOLDERS' EQUITY NOW accounts $ 40,896 $ 145 1.42% $ 38,352 $ 166 1.73% Savings deposits 74,493 533 2.86% 70,132 485 2.77% CDs $100,000 and over 39,114 565 5.77% 42,553 614 5.77% Other interest bearing deposits 140,655 1,926 5.48% 122,732 1,705 5.56% ------------------------ ----------------------- Total int. bearing deposits 295,158 3,169 4.29% 273,769 2,970 4.34% Short term borrowings 804 12 5.87% 612 8 5.23% Other borrowings 10,000 149 5.98% 16,000 236 5.90% ------------------------ ----------------------- Total int. bearing liabilities 305,962 3,330 4.35% 290,381 3,214 4.43% Noninterest bearing deposits 34,184 26,664 Other liabilities 3,225 2,752 Shareholders' equity 35,990 32,371 --------- ------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $379,361 $352,168 ========= ======== Net interest income (b) $ 4,103 $ 3,640 ======= ======= Net spread (b) 4.07% 3.84% ==== ==== Net yield on interest earning assets (b) 4.65% 4.39% ==== ==== Ratio of interest earning assets to interest bearing liabilities 1.15 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. 1998 Compared to 1997 1997 Compared to 1996 ------------------------------------------------------------------------------ Increase (Decrease) Due To: (a) Increase (Decrease) Due To: (a) ------------------------------- ------------------------------- Volume Rate Net Volume Rate Net ------ ---- --- ------ ---- --- Interest earned on: Federal funds sold $(46) $ 5 $ (41) $ 110 $ (5) $ 105 Taxable securities (50) 11 (39) 3 50 53 Tax exempt securities 81 (12) 69 29 (13) 16 Taxable loans 524 60 584 488 (98) 390 Tax exempt loans 8 - 8 (2) (2) (4) ------------------------------------------------------------------------------ Total interest income $517 $ 64 $ 581 $ 628 $(68) $ 560 ============================================================================== Page 12 13 1998 Compared to 1997 1997 Compared to 1996 -------------------------------------------------------------------- Increase (Decrease) Due To: (a) Increase (Decrease) Due To: (a) -------------------------------------------------------------------- Volume Rate Net Volume Rate Net ------ ---- --- ------ ---- --- Interest paid on: NOW accounts $10 $ (31) $(21) $3 $(7) $(4) Savings deposits 31 17 48 28 (102) (74) CDs $100,000 and over (49) - (49) 101 (12) 89 Other interest bearing deposits 246 (24) 222 96 129 225 Short term borrowings 3 1 4 (5) - (5) Other borrowings (90) 3 (87) 147 7 154 ----------------------------------------------------------------- Total interest expense $151 $ (34) $117 $370 $15 $385 ================================================================= Net change in net interest income $366 $98 $464 $258 $(83) $175 ================================================================= (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. NONINTEREST INCOME Income from nontraditional banking products and services has contributed to significant increases in noninterest income over prior periods. All categories of noninterest income increased from the same period in 1997. This increase was led by income from the sales and servicing of residential real estate mortgages, reflecting consumer preference for fixed rate mortgages, which are subsequently sold on the secondary market, and generate income for current and future periods. In addition, earnings from the Trust & Investment group, as well as from the sales of nondeposit investment products, continue to increase at significant rates. Overall, total noninterest income for the first three months is up 47.3% over the same period of 1997. NONINTEREST EXPENSES Noninterest expense also continued to increase over the same periods of 1997, reflecting continued growth and expansion of the Bank. Total noninterest expense, excluding provision for loan losses, for the first three months is 19.6% above the same period for 1997. FEDERAL INCOME TAX There has been no significant change in the income tax position of the Company during the first quarter of 1998. NET INCOME Consolidated net income for the year exceeded that of the same period in 1997 by 15.6%. Management anticipates that net income will continue to remain strong, and should exceed 1997 levels for the year. 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, Page 13 14 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, 1998. 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, 1998. 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, 1998. 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, 1998. 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, 1998 /s/ Dale L. Chadderdon ---------------------------------------------- Dale L. Chadderdon Senior Vice President, Secretary & Treasurer Page 14 15 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION - ------------------------------------------------------------------------------ 27 Financial Data Schedule Page 15