UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended JUNE 30, 2007
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from N/A to N/A
Commission File Number: 0-16540
UNITED BANCORP, INC.
(Exact name of registrant as specified in its charter.)
OHIO 34-1405357
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
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 A LARGE ACCELERATED FILER, AN
ACCELERATED FILER, OR A NON-ACCELERATED FILER. SEE DEFINITION OF "ACCELERATED
FILER AND LARGE ACCELERATED FILER" IN RULE 12B-2 OF THE EXCHANGE ACT. (CHECK
ONE.)
LARGE ACCELERATED FILER [ ] ACCELERATED FILER [ ] NON-ACCELERATED FILER [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 5,014,227 SHARES AS OF AUGUST 10, 2007
UNITED BANCORP, INC.
JUNE 30, 2007 AND 2006
CONTENTS
PART I
ITEM 1 - CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Statement of Financial Condition........................... 1
Consolidated Statements of Income....................................... 2
Consolidated Statements of Comprehensive Income......................... 3
Consolidated Statements of Cash Flows................................... 4
Notes to Financial Statements........................................... 5
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS................................................... 15
PART II - OTHER INFORMATION................................................ 23
PART I - FINANCIAL INFORMATION
UNITED BANCORP, INC.
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(IN THOUSANDS, EXCEPT PER SHARE DATA)
JUNE 30,
2007 DECEMBER 31,
(Unaudited) 2006
----------- ------------
ASSETS
Cash and due from financial institutions $ 5,449 $ 6,817
Interest-bearing deposits in other financial
institutions 6,306 7,737
-------- --------
Total cash and cash equivalents 11,755 14,554
Securities available for sale - at fair value 151,206 133,808
Securities held to maturity - estimated fair value
of $16,765 and $18,220 at June 30, 2007 and
December 31, 2006, respectively 16,827 17,870
Total loans 227,080 231,517
Allowance for loan losses (2,188) (2,345)
-------- --------
Loans - net 224,892 229,172
Federal Home Loan Bank stock - at cost 4,624 4,556
Premises and equipment 7,095 7,261
Accrued interest receivable 2,900 2,578
Other real estate and repossessions 521 794
Bank-owned life insurance 9,122 8,927
Mortgage servicing assets - at amortized cost 424 403
Other assets 2,943 1,730
-------- --------
Total assets $432,309 $421,653
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Demand deposits
Noninterest-bearing $ 21,802 $ 23,703
Interest-bearing 118,204 100,449
Savings deposits 29,188 30,972
Time deposits - under $100,000 130,142 128,663
Time deposits - $100,000 and over 46,801 46,218
-------- --------
Total deposits 346,137 330,005
Federal funds purchased 4,690 --
Advances from the Federal Home Loan Bank 33,671 44,135
Securities sold under agreements to repurchase 11,303 6,218
Trade date security purchases -- 2,886
Subordinated debentures 4,000 4,000
Accrued expenses and other liabilities 1,901 1,829
-------- --------
Total liabilities 401,702 389,073
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; 5,155,829 and 5,131,874
shares issued at June 30, 2007 and
December 31, 2006, respectively 5,156 5,132
Additional paid-in capital 27,797 27,547
Retained earnings 7,139 6,962
Stock held by deferred compensation plan;
103,516 and 103,135 shares at June 30, 2007
and December 31, 2006, respectively (1,019) (1,019)
Treasury stock - at cost, 141,602 and 84,024
shares at June 30, 2007 and December 31, 2006,
respectively (1,464) (864)
Less required contributions for shares acquired
by Employee Stock Ownership Plan (ESOP) (3,266) (3,266)
Accumulated comprehensive loss (3,736) (1,912)
-------- --------
Total shareholders' equity 30,607 32,580
-------- --------
Total liabilities and shareholders' equity $432,309 $421,653
======== ========
See Notes to Consolidated Financial Statements
1
UNITED BANCORP, INC.
CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE DATA)
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
------------------ -----------------
2007 2006 2007 2006
------- ------ ------- -------
(Unaudited)
Interest and dividend income
Loans, including fees $ 4,602 $4,452 $ 9,055 $ 8,624
Taxable securities 1,447 1,420 2,844 2,810
Non-taxable securities 463 343 923 643
Federal funds sold 57 38 97 88
Dividends on Federal Home Loan Bank stock
and other 79 66 155 139
------- ------ ------- -------
Total interest and dividend income 6,648 6,319 13,074 12,304
Interest expense
Deposits
Demand 968 629 1,794 1,114
Savings 30 30 60 61
Time 2,055 1,679 4,046 3,247
Borrowings 548 813 1,182 1,564
------- ------ ------- -------
Total interest expense 3,601 3,151 7,082 5,986
------- ------ ------- -------
Net interest income 3,047 3,168 5,992 6,318
Provision for loan losses 191 302 374 404
------- ------ ------- -------
Net interest income after provision
for loan losses 2,856 2,866 5,618 5,914
Noninterest income
Service charges on deposit accounts 457 324 855 674
Realized gains (losses) on sales of
securities -- (320) 1 (350)
Realized gains (losses) on sales of loans (3) 5 (4) 10
Other income 329 271 599 558
------- ------ ------- -------
Total noninterest income 783 280 1,451 892
Noninterest expense
Salaries and employee benefits 1,485 1,432 2,905 2,895
Occupancy and equipment 292 387 604 717
Professional services 165 218 304 332
Insurance 89 89 174 171
Franchise and other taxes 88 107 167 205
Advertising 92 89 185 194
Stationery and office supplies 52 61 120 121
Amortization of intangibles -- 5 -- 9
Other expenses 464 553 878 1,086
------- ------ ------- -------
Total noninterest expense 2,727 2,941 5,337 5,730
------- ------ ------- -------
Income before income taxes (benefit) 912 205 1,732 1,076
Income tax expense (benefit) 148 (82) 250 87
------- ------ ------- -------
Net income $ 764 $ 287 $ 1,482 $ 989
======= ====== ======= =======
EARNINGS PER COMMON SHARE
Basic $ 0.17 $ 0.06 $ 0.32 $ 0.21
======= ====== ======= =======
Diluted $ 0.17 $ 0.06 $ 0.32 $ 0.21
======= ====== ======= =======
DIVIDENDS PER COMMON SHARE $ 0.13 $ 0.12 $ 0.26 $ 0.24
======= ====== ======= =======
See Notes to Consolidated Financial Statements
2
UNITED BANCORP, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(IN THOUSANDS)
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
------------------ -----------------
2007 2006 2007 2006
------- -------- ------- -------
(Unaudited)
Net earnings $ 764 $ 287 $ 1,482 $ 989
Other comprehensive income (loss), net of tax:
Unrealized holding losses on securities
during the period, net of tax benefits
of $1,064, $596, $944 and $846 for each
respective period (2,066) (1,156) (1,833) (1,643)
Reclassification adjustment for realized
(gains) losses included in earnings, net
of tax benefits of $ -0-, $(109), $ -0-
and $(119) for each respective period -- 211 (1) 231
Amortization of prior service costs and
actuarial losses, net of tax effects of
$2 and $4 in 2007 5 -- 10 --
------- ------- ------- -------
Comprehensive loss $(1,297) $ (658) $ (342) $ (423)
======= ======= ======= =======
Accumulated comprehensive loss $(3,736) $(3,835) $(3,736) $(3,835)
======= ======= ======= =======
See Notes to Consolidated Financial Statements
3
UNITED BANCORP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30,
(IN THOUSANDS)
(UNAUDITED)
2007 2006
-------- --------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 1,482 $ 989
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation and amortization 249 339
Provision for loan losses 374 404
Increase in value of bank owned life insurance (195) (138)
Federal Home Loan Bank stock dividends (68) (123)
Realized (gains) losses on sales of securities (1) 350
Amortization of premiums and discounts on securities, net 61 108
Realized (gains) losses on sales of loans 4 (10)
Realized gain on sale of real estate owned (12) (1)
Amortization of mortgage servicing rights 35 45
Net change in accrued interest receivable and other assets (197) (409)
Net change in accrued expenses and other liabilities 57 1,101
-------- --------
Net cash provided by operating activities 1,789 2,655
CASH FLOWS USED IN INVESTING ACTIVITIES:
Securities available for sale:
Sales, maturities, prepayments and calls 12,155 11,225
Purchases (35,797) (17,536)
Securities held to maturity:
Maturities, prepayments and calls: 1,060 620
Net change in loans receivable 4,218 (4,727)
Purchases of premises and equipment (77) (122)
Proceeds from sale of real estate owned 55 160
-------- --------
Net cash used in investing activities (18,386) (10,380)
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES:
Net change in deposits 16,131 14,610
Net change in short-term borrowings (372) (5,943)
Principal payments on long-term debt (317) (408)
Treasury stock purchases (600) (478)
Proceeds from issuance of common stock 259 224
Exercise of stock options -- 32
Tax benefits related to exercise of stock options -- 7
Cash dividends paid on common stock (1,303) (1,183)
-------- --------
Net cash provided by financing activities 13,798 6,861
-------- --------
Net decrease in cash and cash equivalents (2,799) (864)
Cash and cash equivalents at beginning of period 14,554 13,877
-------- --------
Cash and cash equivalents at end of period $ 11,755 $ 13,013
======== ========
Supplemental disclosure of cash flow information:
Interest paid $ 6,509 $ 5,901
======== ========
Federal income taxes paid $ -- $ 573
======== ========
Supplemental disclosure of noncash investing activities:
Noncash transfer from loans to other real estate and
repossessions $ 315 $ 98
======== ========
Unrealized losses on securities designated as available for
sale, net of related tax effects $ (1,833) $ (1,643)
======== ========
See Notes to Consolidated Financial Statements
4
UNITED BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX AND THREE MONTHS ENDED JUNE 30, 2007 AND 2006
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
These interim financial statements are prepared without audit and
reflect all adjustments which, in the opinion of management, are
necessary to present fairly the financial position of United Bancorp,
Inc. ("Company") at June 30, 2007, and its results of operations and
cash flows for the six and three month periods presented. All such
adjustments are normal and recurring in nature. The accompanying
condensed consolidated financial statements have been prepared in
accordance with the instructions for Form 10-Q and, therefore, do not
purport to contain all the necessary financial disclosures required by
accounting principles generally accepted in the United States of
America that might otherwise be necessary in the circumstances and
should be read in conjunction with the Company's consolidated
financial statements and related notes for the year ended December 31,
2006 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. The results of operations for the six and
three month periods ended June 30, 2007 are not necessarily indicative
of the results that can be expected for the entire year.
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 (collectively the
"Banks"). Effective July 1, 2007 the Company merged The Community Bank
into The Citizens Savings Bank and now operates that market area as
The Community Bank, a division of The Citizens Savings Bank. All
intercompany transactions and balances have been eliminated in
consolidation.
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. The Community Bank, a division of
The Citizens Savings Bank, 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
5
UNITED BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX AND THREE MONTHS ENDED JUNE 30, 2007 AND 2006
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.
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.
ALLOWANCE FOR LOAN LOSSES
The allowance for loan losses is a valuation allowance for probable
incurred credit losses, increased by the provision for loan losses and
decreased by charge-offs less recoveries. Management estimates the
allowance balance required based on past loan loss experience, the
nature and volume of changes in the loan portfolio, information about
specific borrower situations and estimated collateral values, economic
conditions and other factors. Allocations of the allowance may be made
for specific loans, but the entire allowance is available for any loan
that, in management's judgment, should be charged-off. Loan losses are
charged against the allowance when management believes the
uncollectibility of a loan balance is confirmed. The Company accounts
for impaired loans in accordance with SFAS No. 114, "Accounting for
Creditors for Impairment of a Loan." SFAS 114 requires that impaired
loans be measured based upon the present value of expected future cash
flows discounted at the loan's effective interest rate or, as an
alternative, at the loan's observable market price or fair value of
the collateral. A loan is defined under SFAS No. 114 as impaired when,
based on current information and events, it is probable that a
creditor will be unable to collect all amounts due according to the
contractual terms of the loan agreement. In applying the provisions of
SFAS No. 114, the Company considers its investment in one-to-four
family residential loans and consumer installment loans to be
homogenous and therefore excluded from separate identification for
evaluation of impairment. With respect to the Company's investment in
nonresidential and multi-family residential real estate loans, and its
evaluation of impairment thereof, such loans are generally collateral
dependent and, as a result, are carried as a practical expedient at
the fair value of the collateral.
Collateral dependent loans which are more than ninety days delinquent
are considered to constitute more than a minimum delay in repayment
and are evaluated for impairment under SFAS No. 114 at that time.
6
UNITED BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX AND THREE MONTHS ENDED JUNE 30, 2007 AND 2006
The Company's impaired loan information is as follows as of June 30,
2007 and December 31, 2006, and for the six months ended June 30, 2007
and 2006:
JUNE 30, DECEMBER 31,
2007 2006
-------- ------------
(In thousands)
Impaired loans with related allowance for unconfirmed losses $ 623 $1,012
Impaired loans without allowance for unconfirmed losses 2,240 2,110
------ ------
Total impaired loans $2,863 $3,122
====== ======
FOR THE SIX MONTHS
ENDED JUNE 30,
------------------
2007 2006
------ ----
(In thousands)
Allowance with respect to unconfirmed losses on impaired
loans
Beginning balance $ 305 $ --
Provision 123 74
Charge-off of impaired loans (249) --
------ ----
Ending balance $ 179 $ 74
====== ====
Average balance of impaired loans $2,993 $840
====== ====
Interest income recognized on impaired loans $ 112 $ --
====== ====
A summary of the Company's mortgage servicing assets as of and for the
six months ended June 30, 2007 and as of and for the year ended
December 31, 2006 is as follows:
JUNE 30, DECEMBER 31,
2007 2006
-------- ------------
(In thousands)
Beginning balance $403 $367
Recognition of mortgage servicing rights on sale of loans 55 107
Amortization during the period (34) (71)
---- ----
Net carrying value $424 403
==== ====
EARNINGS PER SHARE
Basic earnings per common share is computed based upon the
weighted-average number of common shares outstanding during the year,
less shares in the ESOP which are unallocated and not committed to be
released. At June 30, 2007 and 2006, the ESOP held 324,769 and 339,660
unallocated shares, respectively, which were not included in
weighted-average common shares outstanding. Diluted earnings per
common share include the dilutive effect of additional potential
common shares issuable
7
UNITED BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX AND THREE MONTHS ENDED JUNE 30, 2007 AND 2006
under the Company's stock option plans. Earnings and dividends per
share for the six and three months ended June 30, 2006 have been
restated for the stock split in the form of a dividend declared and
distributed in the fourth quarter of 2006.
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
----------------------- -----------------------
2007 2006 2007 2006
---------- ---------- ---------- ----------
BASIC
Net earnings (In thousands) $ 764 $ 287 $ 1,482 $ 989
========== ========== ========== ==========
Weighted average common shares outstanding 4,603,769 4,591,932 4,607,900 4,621,663
========== ========== ========== ==========
Basic earnings per common share $ 0.17 $ 0.06 $ 0.32 $ 0.21
========== ========== ========== ==========
DILUTED
Net earnings (In thousands) $ 764 $ 287 $ 1,482 $ 989
========== ========== ========== ==========
Weighted average common shares
outstanding for basic
earnings per common share 4,603,769 4,591,932 4,607,900 4,621,663
Add: Dilutive effects of
assumed exercise of stock
options 1,888 631 1,428 1,140
---------- ---------- ---------- ----------
Average shares and dilutive
potential common shares 4,605,657 4,592,563 4,609,328 4,622,803
========== ========== ========== ==========
Diluted earnings per common
share $ 0.17 $ 0.06 $ 0.32 $ 0.21
========== ========== ========== ==========
Number of stock options not
considered in computing
diluted earnings per share
due to antidilutive nature 14,902 43,001 14,902 24,246
Weighted-average exercise
price of dilutive stock
options $ 9.85 $ 9.73 $ 9.85 $ 9.95
========== ========== ========== ==========
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 subsequent stock splits in the form of a
dividend.
8
UNITED BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX AND THREE MONTHS ENDED JUNE 30, 2007 AND 2006
In December 2004, the Financial Accounting Standards Board ("FASB")
issued SFAS No. 123(R), "Share-Based Payment," which revised SFAS No.
123, "Accounting for Stock-Based Compensation," and superseded
Accounting Principles Board ("APB") Opinion No. 25, "Accounting for
Stock Issued to Employees." SFAS No. 123(R) requires that cost related
to the fair value of all equity-based awards to employees, including
grants of employee stock options, be recognized in the financial
statements.
The Company adopted the provisions of SFAS No. 123(R) effective
January 1, 2006, using the modified prospective transition method, as
permitted, and therefore did not restate its financial statements for
prior periods. Under this method, the Company has applied the
provisions of SFAS No. 123(R) to new equity awards and to equity based
awards modified, repurchased, or cancelled after January 1, 2006. In
addition, the Company has recognized compensation costs for the
portion of equity-based awards for which the requisite service period
has not been rendered ("unvested equity-based awards") that were
outstanding January 1, 2006. The compensation cost recorded for
unvested equity-based awards is based on their grant-date fair value.
For the six month periods ended June 30, 2007 and 2006, the Company
recorded $10,000 in compensation costs ($6,000 after-tax) for equity
based awards that vested in each period. The Company has $125,000 of
total unrecognized compensation costs related to non-vested
equity-based awards granted under its stock incentive plan as of June
30, 2007, which is expected to be recognized over a remaining
weighted-average period of 8 years.
No stock options were granted during the six month periods ended June
30, 2007 and 2006.
The expected term of the options is based on evaluations of historical
and expected future employee exercise behavior. The risk free interest
rate is based upon the U.S. Treasury rates at the date of grant with
maturity dates approximately equal to the expected life at the grant
date. Volatility is based upon historical volatility of the Company's
stock.
There are no remaining options available for grant under the Company's
plan as of June 30, 2007. A summary of the status of the Company's
stock option plan for the six months ended June 30, 2007 and 2006 is
presented below:
2007 2006
----------------------- ------------------------
WEIGHTED WEIGHTED
AVERAGE AVERAGE
SHARES EXERCISE PRICE SHARES EXERCISE PRICE
------ -------------- ------- --------------
Outstanding at January 1 69,488 $10.73 104,069 $10.46
Granted -- -- -- --
Exercised -- -- (2,651) 6.87
Forfeited (9,342) 11.65 (31,930) 10.20
------ ------ ------- ------
Outstanding at end of period 60,146 $10.49 69,488 $10.73
====== ====== ======= ======
Options exercisable at period-end 394 $13.65 3,011 $11.92
====== ====== ======= ======
9
UNITED BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX AND THREE MONTHS ENDED JUNE 30, 2007 AND 2006
The following table summarizes information about stock options
outstanding at June 30, 2007:
OPTIONS OPTIONS REMAINING
OUTSTANDING DATE OF EXERCISABLE AT CONTRACTUAL
EXERCISE PRICE AT 6/30/07 EXPIRATION 6/30/07 LIFE
-------------- ----------- ---------- -------------- -----------
$9.63 26,489 05/15/15 -- 8.0 years
10.15 18,755 01/16/15 -- 8.0 years
12.15 12,100 08/23/14 -- 7.4 years
13.65 2,802 07/07/07 394 .3 years
------ ---
60,146 394
====== ===
INCOME TAXES
The Company adopted the provisions of FASB Interpretation 48,
"Accounting for Uncertainty in Income Taxes," on January 1, 2007.
Previously, the Company had accounted for tax contingencies in
accordance with Statement of Financial Accounting Standards No. 5,
"Accounting for Contingencies." As required by Interpretation 48,
which clarifies Statement No. 109, "Accounting for Income Taxes," the
Company recognizes the financial statement benefit of a tax position
only after determining that the relevant tax authority would more
likely than not sustain the position following an audit. For tax
positions meeting the more-likely-than-not threshold, the amount
recognized in the financial statements is the largest benefit that has
a greater than 50 percent likelihood of being realized upon ultimate
settlement with the relevant tax authority. At the adoption date, the
Company applied Interpretation 48 to all tax positions for which the
statute of limitations remained open. As a result of the
implementation of Interpretation 48, the Company was not required to
record any liability for unrecognized tax benefits as of January 1,
2007. There have been no material changes in unrecognized tax benefits
since January 1, 2007.
The Company is subject to income taxes in the U.S. federal
jurisdiction, as well as various state jurisdictions. Tax regulations
within each jurisdiction are subject to the interpretation of the
related tax laws and regulations and require significant judgment to
apply. With few exceptions, the Company is no longer subject to U.S.
federal, state and local income tax examinations by tax authorities
for the years before 2003.
The Company will recognize, if applicable, interest accrued related to
unrecognized tax benefits in interest expense and penalties in
operating expenses.
RECENT ACCOUNTING PRONOUNCEMENTS
In February 2006, the FASB issued SFAS No. 155, "Accounting for
Certain Hybrid Instruments - an amendment of FASB Statements No. 133
and 140," to simplify and make more consistent the accounting for
certain financial instruments. Specifically, SFAS No. 155 amends SFAS
No. 133, "Accounting for Derivative Instruments and Hedging
Activities," to permit fair value remeasurement for any hybrid
financial instrument with an embedded derivative that otherwise would
require bifurcation, provided that the whole instrument is accounted
for on a fair value basis. SFAS No. 155
10
UNITED BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX AND THREE MONTHS ENDED JUNE 30, 2007 AND 2006
amends SFAS No. 140, "Accounting for Transfers and Servicing of
Financial Assets and Extinguishment of Liabilities," to allow a
qualifying special purpose entity to hold a derivative instrument that
pertains to a beneficial interest other than another derivative
financial instrument.
SFAS No. 155 is effective for all financial instruments acquired or
issued after the beginning of an entity's first fiscal year that
begins after September 15, 2006, or January 1, 2007 as to the
Corporation, with earlier application allowed. The Company adopted
SFAS No. 155 without material effect on the Company's financial
position or results of operations.
In March 2006, the FASB issued SFAS No. 156, "Accounting for Servicing
of Financial Assets - an amendment of SFAS No. 140," to simplify the
accounting for separately recognized servicing assets and servicing
liabilities. Specifically, SFAS No. 156 amends SFAS No. 140 to require
an entity to take the following steps:
- Separately recognize financial assets as servicing assets or
servicing liabilities, each time it undertakes an obligation to
service a financial asset by entering into certain kinds of
servicing contracts;
- Initially measure all separately recognized servicing assets and
liabilities at fair value, if practicable, and;
- Separately present servicing assets and liabilities subsequently
measured at fair value in the statement of financial position and
additional disclosure for all separately recognized servicing
assets and servicing liabilities.
Additionally, SFAS No. 156 permits, but does not require, an entity to
choose either the amortization method or the fair value measurement
method for measuring each class of separately recognized servicing
assets and servicing liabilities. SFAS No. 156 also permits a servicer
that uses derivative financial instruments to offset risks on
servicing to use fair value measurement when reporting both the
derivative financial instrument and related servicing asset or
liability.
SFAS No. 156 applies to all separately recognized servicing assets and
liabilities acquired or issued after the beginning of an entity's
fiscal year that begins after September 15, 2006, or January 1, 2007
as to the Company, with earlier application permitted. The Company
adopted SFAS No. 156 utilizing the amortization method without effect
on the Company's financial position or results of operations.
In September 2006, the FASB issued SFAS No. 157, "Fair Value
Measurements." This Statement defines fair value, establishes a
framework for measuring fair value and expands disclosures about fair
value measurements. This Statement emphasizes that fair value is a
market-based measurement and should be determined based on assumptions
that a market participant would use when pricing an asset or
liability. This Statement clarifies that market participant
assumptions should include assumptions about risk as well as the
effect of a restriction on the sale or use of an asset. Additionally,
this Statement establishes a fair value hierarchy that provides the
highest priority to quoted prices in active markets and the lowest
priority to unobservable data. This Statement is effective for fiscal
years beginning after November 15, 2007, or January 1, 2008 as to the
Company, and interim periods within that fiscal year. The adoption of
this Statement is not expected to have a material adverse effect on
the Company's financial position or results of operations.
11
UNITED BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX AND THREE MONTHS ENDED JUNE 30, 2007 AND 2006
In September 2006, the FASB ratified the Emerging Issues Task Force's
(EITF) Issue 06-4, "Accounting for Deferred Compensation and
Postretirement Benefit Aspects of Endorsement Split-Dollar Life
Insurance Arrangements," which requires companies to recognize a
liability and related compensation costs for endorsement split-dollar
life insurance policies that provide a benefit to an employee
extending to postretirement periods. The liability should be
recognized based on the substantive agreement with the employee. This
Issue is effective beginning January 1, 2008. The Issue can be applied
as either a change in accounting principle through a cumulative-effect
adjustment to retained earnings as of the beginning of the year of
adoption, or a change in accounting principle through retrospective
application to all periods. The Company is in the process of
evaluating the impact the adoption of Issue 06-4 will have on the
financial statements.
In September 2006, the FASB ratified a consensus opinion reached by
the EITF on EITF Issue 06-5, "Accounting for Purchases of Life
Insurance - Determining the Amount that Could be Realized in
Accordance with FASB Technical Bulletin No. 85-4." The guidance in
EITF Issue 06-5 requires policyholders to consider other amounts
included in the contractual terms of an insurance policy, in addition
to cash surrender value, for purposes of determining the amount that
could be realized under the terms of the insurance contract. If it is
probable that contractual terms would limit the amount that could be
realized under the insurance contract, those contractual limitations
should be considered when determining the realizable amounts. The
amount that could be realized under the insurance contract should be
determined on an individual policy (or certificate) level and should
include any amount realized on the assumed surrender of the last
individual policy or certificate in a group policy.
The Company holds several life insurance policies, however, the
policies do not contain any provisions that would restrict or reduce
the cash surrender value of the policies. The consensus in EITF Issue
06-5 is effective for fiscal years beginning after December 15, 2006.
The Company applied the guidance in EITF Issue 06-5 effective January
1, 2007 which did not have any effect on the Company's financial
statements.
In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option
for Financial Assets and Financial Liabilities - Including an
Amendment of FASB Statement No. 115." This Statement allows companies
the choice to measure many financial instruments and certain other
items at fair value. The objective is to improve financial reporting
by providing entities with the opportunity to mitigate volatility in
reported earnings caused by measuring related assets and liabilities
differently without having to apply complex hedge accounting
provisions. This Statement is expected to expand the use of fair value
measurement, which is consistent with the Board's long-term
measurement objectives for accounting for financial instruments. This
Statement is effective as of the beginning of an entity's first fiscal
year that begins after November 15, 2007, or January 1, 2008 as to the
Company, and interim periods within that fiscal year. Early adoption
is permitted as of the beginning of a fiscal year that begins on or
before November 15, 2007, provided the entity also elects to apply the
provisions of SFAS No. 157, "Fair Value Measurements." The Company is
currently evaluating the impact the adoption of SFAS No. 159 will have
on the financial statements.
12
UNITED BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX AND THREE MONTHS ENDED JUNE 30, 2007 AND 2006
NOTE 2: ALLOWANCE FOR LOAN LOSSES
The activity in the allowance for loan losses was as follows:
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
------------------ ----------------
2007 2006 2007 2006
------ ------ ------ ------
(In thousands)
Beginning balance $2,382 $2,925 $2,345 $2,904
Provision for loan losses 191 302 374 404
Loans charged-off (458) (420) (653) (545)
Recoveries of previous charge-offs 73 32 122 76
------ ------ ------ ------
Ending balance $2,188 $2,839 $2,188 $2,839
====== ====== ====== ======
Nonperforming loans were as follows:
JUNE 30, DECEMBER 31,
2007 2006
-------- ------------
(In thousands)
Loans past due over 90 days still
on accrual $ 923 $ 55
Nonaccrual loans 1,447 3,396
------ ------
$2,370 $3,451
====== ======
13
UNITED BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX AND THREE MONTHS ENDED JUNE 30, 2007 AND 2006
NOTE 3: BENEFIT PLANS
Pension expense includes the following:
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
------------------ ----------------
2007 2006 2007 2006
---- ---- ----- ----
(In thousands)
Service cost $ 65 $ 56 $ 130 $112
Interest cost 46 40 92 80
Expected return on assets (54) (43) (108) (86)
Amortization of prior service
cost, transition liability,
net gain and plan amendment 15 7 30 14
---- ---- ----- ----
Pension expense $ 72 $ 60 $ 144 $120
==== ==== ===== ====
NOTE 4: OFF-BALANCE SHEET ACTIVITIES
Some financial instruments, such as loan commitments, credit lines,
letters of credit and overdraft protection, are issued to meet
customer financing needs. These are agreements to provide credit or to
support the credit of others, as long as conditions established in the
contracts are met, and usually have expiration dates. Commitments may
expire without being used. Off-balance sheet risk to credit loss
exists up to the face amount of these instruments, although material
losses are not anticipated. The same credit policies are used to make
such commitments as are used for loans, including obtaining collateral
at exercise of the commitment.
A summary of the notional or contractual amounts of financial
instruments with off-balance sheet risk at the indicated dates is as
follows:
JUNE 30, DECEMBER 31,
2007 2006
-------- ------------
(In thousands)
Commitments to extend credit $26,530 $33,429
Credit card and ready reserve lines 12,676 12,666
Standby letters of credit 652 707
14
UNITED BANCORP, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discusses the financial condition of the Company as of June 30,
2007, as compared to December 31, 2006, and the results of operations for the
six and three months ended June 30, 2007, compared to the same periods in 2006.
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.
CRITICAL ACCOUNTING POLICIES
Management makes certain judgments that affect the amounts reported in the
financial statements and footnotes. These estimates, assumptions and judgments
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 judgment.
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 judgment 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 and the board 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
15
UNITED BANCORP, INC.
CRITICAL ACCOUNTING POLICIES (CONTINUED)
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 judgment 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 judgment about the credit quality of the loan portfolio.
While the Company strives to reflect all known risk factors in its evaluation,
judgment errors may occur.
ANALYSIS OF FINANCIAL CONDITION
Earning Assets - Loans
At June 30, 2007, gross loans were $227.1 million, compared to $231.5 million at
December 31, 2006, a decrease of $4.4 million, or 1.9%. The decrease in total
outstanding loans was the result of a decrease in the commercial portfolio.
Management attributes the decrease in loans to the sluggish loan demand in the
markets served.
Installment loans represented 18.0% of total loans at both June 30, 2007 and
December 31, 2006. This 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 57.8% of total loans at
June 30, 2007, compared to 57.6% at December 31, 2006. Commercial and commercial
real estate loans have decreased $2.2 million, or 1.7% since December 31, 2006.
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.
Real estate loans were 24.2% of total loans at June 30, 2007 and 24.3% at
December 31, 2006. Real estate loans decreased by 2.0%, or $1.1 million, since
December 31, 2006. Real estate lending has been extremely slow for the six
months of 2007 with respect to the Company's adjustable rate mortgage products.
As of June 30, 2007, the Banks have approximately $35.6 million in fixed rate
loans that they service for a fee that is typically 25 basis points. The Company
does not hold any loans for sale.
The allowance for loan losses represents the amount which management and the
Board of Directors estimates is adequate to provide for probable losses inherent
in the loan portfolio. The allowance balance and the provision charged to
expense are reviewed by management and the Board of Directors monthly using a
risk evaluation model that considers borrowers' past due experience, economic
conditions and various other circumstances that are subject to change over time.
Management believes the current balance of the allowance for loan losses is
adequate to absorb probable incurred credit losses associated with the loan
portfolio. Net charge-offs for the six months ended June 30, 2007 were
approximately $531,000, or 22.6%, of the beginning balance of the allowance for
loan losses.
16
UNITED BANCORP, INC.
ANALYSIS OF FINANCIAL CONDITION (CONTINUED)
Earning Assets - Securities and Federal Funds Sold
The securities portfolio is comprised of U.S. Government agency-backed
securities, tax-exempt obligations of states and political subdivisions and
certain other investments. The Company does not hold any collateralized
mortgage-backed securities other than those issued by U.S. government agencies,
and the Company does not hold 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. The Company's Board policy
permits the purchase of certain non-rated bonds of local schools, townships and
municipalities, based on their estimated levels of credit risk. Securities
available for sale at June 30, 2007 increased approximately $17.4 million, or
13.0% from December 31, 2006 totals. This growth partially reflects deployment
of the Company's increased deposits. Securities held to maturity at June 30,
2007 decreased approximately $1.0 million, or 5.8% compared to December 31, 2006
totals.
Sources of Funds - Deposits
The Company's primary source of funds is core deposits from retail and business
customers. These core deposits include all categories of interest-bearing and
noninterest-bearing deposits, excluding certificates of deposit greater than
$100,000. For the period ended June 30, 2007, total core deposits increased
approximately $15.5 million, or 5.4%. The Company's interest-bearing demand
deposits increased $17.8 million, or 17.7%, noninterest-bearing demand deposits
decreased $1.9 million, or 8.0%, while certificates of deposit under $100,000
increased by $1.5 million, or 1.1%. As part of a strategic focus to grow
deposits the Banks have introduced premium rate money market index accounts.
The Company has a strong deposit base from public agencies, including local
school districts, city and township municipalities, public works facilities and
others that may tend to be more seasonal in nature resulting from the receipt
and disbursement of state and federal grants. These entities have maintained
fairly static balances with the Company due to various funding and disbursement
timeframes.
Certificates of deposit greater than $100,000 are not considered part of core
deposits and as such are used to balance rate sensitivity as a tool of funds
management. At June 30, 2007, certificates of deposit greater than $100,000
increased $583,000, or 1.3%, from December 31, 2006 totals.
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 six
months of 2007, 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. As a result of the Company's growth in deposits in 2007, total
borrowings, including federal funds purchased, decreased approximately $3.6
million, or 6.2% from December 31, 2006 totals.
17
UNITED BANCORP, INC.
RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2007 AND 2006
Net Income
Basic and diluted earnings per share totaled $0.32 for the six months ended June
30, 2007, compared with $0.21 for the six months ended June 30, 2006, an
increase of 52.4%. In dollars, the Company's net income increased by $493,000,
or 49.8%, for the six months ended June 30, 2007, compared to the same period in
2006.
During the second quarter of 2006, the Company reported that on March 2, 2006,
James W. Everson was appointed President and Chief Executive Officer of The
Community Bank after the bank did not meet its 2006 business plan by posting
losses in January and February. Management developed three strategic initiatives
in June 2006 aimed at enhancing future profitability of The Community Bank and
UBCP. First, The Community Bank took a charge against earnings of approximately
$330,000 relative to the bond portfolio. With our current reinvestment strategy,
management anticipates this loss to be recouped in just slightly over two years,
while the average life of the bonds sold was approximately four years. Second, a
$90,000 charge against earnings was taken to improve the profitability and
customer service related to Community's ATM and credit card platforms. Finally,
an additional $210,000 was charged in loan loss provision expense against
earnings to replenish the loan loss reserve account at The Community Bank for
loans charged off during the quarter.
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 5.2%, or $326,000, for the six months ended June 30,
2007 compared to the same period in 2006 due to continued downward pressure on
the net interest margin caused by a continuation of the flat yield curve
environment.
Total interest income for the six months ended June 30, 2007, was $13.1 million
compared to $12.3 million for the same period in 2006, an increase of $770,000,
or 6.3%. The increase can be attributed to the overall higher yield of the loan
portfolio due to increasing interest rates.
Total interest expense for the six months ended June 30, 2007 when compared to
the same six-month period ended June 30, 2006, increased by 18.3%, or $1.1
million. 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 2007 as compared to 2006. Also contributing to
higher interest expense is the higher costs of the Company's certificates of
deposit. As the current certificate of deposit portfolio matures, they are
replaced with higher costing certificates.
Provision for Loan Losses
The provision for loan losses was $374,000 for the six months ended June 30,
2007 compared to $404,000 for the same period in 2006. The decrease in loan loss
provision for the six month period ended June 30, 2007 is primarily due to
decreased net charge-offs period to period. In 2007, the Company recovered
approximately $82,000 related to nonperforming assets.
18
UNITED BANCORP, INC.
RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2007 AND 2006
(CONTINUED)
Noninterest Income
Total noninterest income is made up of bank related fees and service charges, as
well as other income producing services provided, sale of secondary market
loans, ATM income, early redemption penalties for certificates of deposit, safe
deposit rental income, internet bank service fees, earnings on bank-owned life
insurance and other miscellaneous items.
Noninterest income for the six months ended June 30, 2007 was $1.5 million
compared to $892,000 for the same six-month period ended June 30, 2006, an
increase of approximately 62.7%, or $559,000. During the six-months ended June
30, 2007, the increase in noninterest income was primarily driven by an increase
of $181,000 related to service charges on deposit accounts. For the six months
ended June 30, 2006, the Company realized a $350,000 loss on the sale of
securities. This sale strategy in June 2006 was largely predicated on a payback
period of 2 years based on reinvesting those funds in 4 year bonds at increased
interest rates.
Noninterest Expense
Noninterest expense for the six months ended June 30, 2007 decreased $393,000,
or 6.9%, from the six months ended June 30, 2006. Occupancy expense decreased
$113,000, or 15.8%, mainly due to the additional charge of $90,000 taken in 2006
to improve the profitability and customer service related to the Company ATM and
credit card platforms. Other noninterest expenses decreased $208,000, or 19.2%,
which included decreases in data communication expenses, merchant interchange
and expenses related to other real estate owned.
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 2007 AND 2006
Net Income
Basic and diluted earnings per share totaled $0.17 for the three months ended
June 30, 2007, compared with $0.06 for the three months ended June 30, 2006, an
increase of $0.10 per share. In dollars, the Company's net income increased by
$477,000 for the three months ended June 30, 2007, compared to the same quarter
in 2006. Refer to "Net Income" discussion for Six Months Ended June 30, 2007 for
further information.
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 3.8%, or $121,000, for the three months ended June 30,
2007 compared to the same period in 2006, due to continued downward pressure on
the net interest margin due to a continuation of the flat yield curve
environment.
19
UNITED BANCORP, INC.
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 2007 AND 2006
(CONTINUED)
Total interest income for the three months ended June 30, 2007, was $6.6 million
compared to $6.3 million for the same period in 2006, an increase of $329,000,
or 5.2%. The increase can be attributed to the overall higher yield of the loan
portfolio due to increasing interest rates.
Total interest expense for the three months ended June 30, 2007 when compared to
the same three-month period ended June 30, 2006, increased by 14.3%, or
$450,000. 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 2007 as compared to 2006.
Provision for Loan Losses
The provision for loan losses was $191,000 for the three months ended June 30,
2007 compared to $302,000 for the same period in 2006. The decrease in loan loss
provision for the three month period ended June 30, 2007 is primarily as result
of a higher level of provision for loan losses booked in June of 2006 related to
loans that were charged off without specific loss allocations.
Noninterest Income
Total noninterest income is made up of bank related fees and service charges, as
well as other income producing services provided, sale of secondary market
loans, ATM income, early redemption penalties for certificates of deposit, safe
deposit rental income, internet bank service fees, earnings on bank-owned life
insurance and other miscellaneous items.
Noninterest income for the three months ended June 30, 2007 was $783,000
compared to $280,000 for the same three-month period ended June 30, 2006, an
increase of $503,000. During the three-months ended June 30, 2007, the increase
in noninterest income was primarily driven by an increase of $133,000, or 41.0%,
related to service charges on deposit accounts. For the six months ended June
30, 2006, the Company realized a $320,000 loss on the sale of securities. This
sale strategy in June 2006 was largely predicated on a payback period of 2 years
based on reinvesting those funds in 4 year bonds at increased interest rates.
Noninterest Expense
Noninterest expense for the three months ended June 30, 2007 decreased $214,000,
or 7.3%, from the three months ended June 30, 2006. Occupancy expense decreased
$95,000, or 24.5%, mainly due to the additional charge of $90,000 taken in 2006
to improve the profitability and customer service related to the Company ATM and
credit card platforms. Other noninterest expenses decreased $89,000, or 16.1%,
which included decreases in data communication expenses, merchant interchange
and expenses related to other real estate owned.
20
UNITED BANCORP, INC.
CAPITAL RESOURCES
Internal capital growth, through the retention of earnings, is the primary means
of maintaining capital adequacy for the Company. Shareholders' equity totaled
$30.6 million at June 30, 2007, compared to $32.6 million at December 31, 2006,
a $2.0 million decrease. Total shareholders' equity in relation to total assets
was 7.1% at June 30, 2007 and 7.7% at December 31, 2006. In 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 most important of these various
regulations address capital adequacy.
The minimums related to such capital requirements are:
TOTAL CAPITAL TIER 1 CAPITAL TIER 1 CAPITAL
TO RISK TO RISK TO AVERAGE
WEIGHTED ASSETS WEIGHTED ASSETS ASSETS
--------------- --------------- --------------
Well capitalized 10.00% 6.00% 5.00%
Adequately capitalized 8.00% 4.00% 4.00%
Undercapitalized 6.00% 3.00% 3.00%
The following table illustrates the Company's well-capitalized classification at
June 30, 2007
JUNE 30, 2007
----------------------
(Dollars in thousands)
Tier 1 capital $ 38,301
Total risk-based capital 40,500
Risk-weighted assets 263,241
Average total assets 420,024
Total risk-based capital ratio 15.39%
Tier 1 risk-based capital ratio 14.55
Tier 1 capital to average assets 9.12
21
UNITED BANCORP, INC.
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 deposits. Management feels that it has
the capital adequacy and profitability to meet the current and projected
liquidity needs of its customers.
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 generally accepted
accounting principles of the United States of America ("GAAP"). GAAP currently
requires the Company to measure the financial position and results of operations
in terms of historical dollars, with the exception of securities available for
sale, impaired loans and other real estate loans that are measured at fair
value. Changes in the value of money due to rising inflation can cause
purchasing power loss.
Management's opinion is that movements in interest rates affect the financial
condition and results of operations to a greater degree than changes in the rate
of inflation. It should be noted that interest rates and inflation do affect
each other, but do not always move in correlation with each other. The Company's
ability to match the interest sensitivity of its financial assets to the
interest sensitivity of its liabilities in its asset/liability management may
tend to minimize the effect of changes in interest rates on the Company's
performance.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There has been no significant change from disclosures included in the Company's
Annual Report on Form 10-K for the year ended December 31, 2006.
ITEM 4. CONTROLS AND PROCEDURES
The Company, under the supervision, and with the participation, of its
management, including the Company's Chief Executive Officer and Chief Financial
Officer, evaluated the effectiveness of the design and operation of the
Company's disclosure controls and procedures pursuant to the requirements of
Exchange Act Rule 13a-15e. Based upon that evaluation, the Chief Executive
Officer and Chief Financial Officer concluded that the Company's disclosure
controls and procedures were effective as of June 30, 2007 in timely alerting
them to material information relating to the Company (including its consolidated
subsidiaries) required to be included in the Company's periodic SEC filings.
There was no change in the Company's internal control over financial reporting
that occurred during the Company's fiscal quarter ended June 30, 2007 that has
materially affected, or is reasonably likely to materially affect, the Company's
internal control over financial reporting.
22
PART II - OTHER INFORMATION
UNITED BANCORP, INC.
ITEM 1. LEGAL PROCEEDINGS
None, other than ordinary routine litigation incidental to the Company's
business.
ITEM 1A. RISK FACTORS
There have been no material changes from risk factors as previously
disclosed in Part 1 Item 1A of the Company's for 10K for the year ended
December 31, 2006, filed on March 30, 2007.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
ISSUER PURCHASES OF EQUITY SECURITIES
(a) (b) (c) (d)
Total Average Total Number Maximum Number or
Number Price of Shares Approximate Dollar
of Paid (or Units) Value) of Shares
Shares Per Purchased as (or Units) that May
(or Share Part Of Publicly Yet Be Purchased
Units) (or Announced Plans Under the Plans
Period Purchased Unit) Or Programs or Programs
------ --------- ------- ---------------- -------------------
Month #1
4/1/2007 to
4/30/2007 2,055 $10.48 2,055 $1,772,198
Month #2
5/1/2007 to
5/31/2007 -- -- -- $1,772,198
Month #3
6/1/2007 to
6/30/2007 32,165 $10.63 32,165 $1,430,284
United Bancorp maintains a stock repurchase program publicly announced by a
press release issued on November 21, 2006, under which its Board of Directors
authorized management to cause the Company to purchase up to $2 million of its
common shares over a two-year period. Such authorization will expire on November
21, 2008.
The Company adopted the United Bancorp, Inc. Affiliate Banks Directors and
Officers Deferred Compensation Plan (the "Plan"), which is an unfunded deferred
compensation plan. Amounts deferred pursuant to the Plan remain unrestricted
assets of the Company, and the right to participate in the Plan is limited to
members of the Board of Directors and certain senior executive officers. Under
the Plan, eligible participants may defer fees payable to them by the Company,
which fees are used to acquire common shares which are credited to a
participant's respective account. Except in the event of certain emergencies, no
distributions are to be made from any account as long as the participant
continues to be an employee or member of the Board of Directors. Upon
termination of service, the aggregate number of shares credited to the
participant's account are distributed to him or her along with any cash proceeds
credited to the account which have not yet been invested in the Company's stock.
On June 4, 2007, the Company allocated a total of 2,347 common shares to
participant accounts for the aggregate purchase price of $25,113. No
underwriting fees, discounts, or commissions are paid in connection with the
Plan. The shares allocated to participant accounts have not been registered
under the Securities Act of 1933 in reliance upon the exemption provided by
Section 4(2) thereof.
23
UNITED BANCORP, INC.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The annual meeting of the shareholders of United Bancorp, Inc. was held on
April 19, 2007 for the purpose of electing four Directors to hold office
until the annual meeting of shareholders to be held in 2009. Proxies for
the meeting were solicited pursuant to Section 14(a) of the Securities
Exchange Act of 1934 and there was no solicitation in opposition to
management's nominees. All of management's nominees for Director as listed
in the proxy statement were elected by the votes set forth below:
Nominee For Withheld
------- --------- --------
James W. Everson 3,900,028 92,278
John M. Hoopingarner 3,901,722 90,583
Richard L. Riesbeck 3,881,058 111,247
Matthew C. Thomas 3,926,663 65,642
Other directors whose terms continue after the Annual Meeting of
Shareholders are Michael J. Arciello, Terry A. McGhee, and L.E. Richardson,
Jr..
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS
Exhibit No.
-----------
3.1 Amended Articles of Incorporation of United Bancorp, Inc.(1)
3.2 Amended Code of Regulations of United Bancorp, Inc.(2)
4.0 Instruments Defining the Rights of Security Holders (See Exhibits
3.1 and 3.2)
31.1 Rule 13a-14(a) Certification - CEO
31.2 Rule 13a-14(a) Certification - CFO
32.1 Section 1350 Certification - CEO
32.2 Section 1350 Certification - CFO
(1) Incorporated by reference to Appendix B to the registrant's Definitive
Proxy Statement filed with the Securities and Exchange Commission on March
14, 2001.
(2) Incorporated by reference to Appendix C to the registrant's Definitive
Proxy Statement filed with the Securities and Exchange Commission on March
14, 2001.
24
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.
United Bancorp, Inc.
Date: August 13, 2007 By: /s/ James W. Everson
---------------------------
James W. Everson
Chairman, President &
Chief Executive Officer
Date: August 13, 2007 By: /s/ Randall M. Greenwood
---------------------------
Randall M. Greenwood
Senior Vice President,
Chief Financial Officer and
Treasurer
25
UNITED BANCORP, INC.
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.
26