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 MARCH 31, 2006
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from N/A to N/A
Commission File Number: 0-16540
UNITED BANCORP, INC.
(Exact name of registrant as specified in its charter.)
OHIO 34-1405357
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
201 SOUTH 4TH STREET, MARTINS FERRY, OHIO 43935-0010
(Address of principal executive offices) (Zip Code)
(740) 633-0445
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former name, former address and former fiscal year,
if changed since last report)
INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS
REQUIRED TO BE FILED BY SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 DURING THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE
REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH
FILING REQUIREMENTS FOR THE PAST 90 DAYS. YES X NO
----- -----
INDICATE BY CHECK MARK WHETHER THE REGISTRANT IS 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 4,624,265 SHARES AS OF MAY 1, 2006
PART I
FINANCIAL INFORMATION
UNITED BANCORP, INC.
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(In thousand, except per share data)
MARCH 31, DECEMBER 31,
2006 2005
----------- ------------
(Unaudited)
ASSETS
Cash and due from financial institutions $ 11,569 $ 10,009
Interest-bearing deposits in other financial institutions 3,310 3,868
-------- --------
Total cash and cash equivalents 14,879 13,877
Securities available for sale - at market 127,373 121,946
Securities held to maturity - estimated fair value of $20,107 and
$20,483 at March 31, 2006 and December 31, 2005, respectively 19,895 20,262
Total loans 232,908 232,011
Allowance for loan losses (2,925) (2,904)
-------- --------
Loans - net 229,983 229,107
Federal Home Loan Bank stock - at cost 4,367 4,306
Premises and equipment 7,520 7,605
Accrued interest receivable 2,738 2,363
Other real estate and repossessions 1,210 1,244
Core deposit and other intangible assets 17 18
Bank-owned life insurance 8,252 8,186
Other assets 3,236 3,019
-------- --------
Total assets $419,470 $411,933
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Demand deposits
Noninterest-bearing $ 24,848 $ 26,614
Interest-bearing 91,274 82,295
Savings deposits 36,833 37,634
Time deposits - under $100,000 122,269 121,249
Time deposits - $100,000 and over 38,916 39,123
-------- --------
Total deposits 314,140 306,915
Federal funds purchased 7,454 12,545
Advances from the Federal Home Loan Bank 44,801 47,334
Securities sold under agreements to repurchase 11,786 7,142
Trade date security purchases 3,990 --
Subordinated debentures 4,000 4,000
Accrued expenses and other liabilities 1,209 1,517
-------- --------
Total liabilities 387,380 379,453
Commitments -- --
Shareholders' equity
Preferred stock - 2,000,000 shares without par value authorized;
no shares issued -- --
Common stock - $1 par value; 10,000,000 shares authorized;
4,624,265 and 4,615,111 shares issued at March 31, 2006
and December 31, 2005, respectively 4,624 4,615
Additional paid-in capital 27,030 26,919
Retained earnings 7,878 7,776
Stock held by deferred compensation plan; 83,434 and 83,024
shares at March 31, 2006 and December 31, 2005, respectively - at cost (908) (892)
Treasury stock - 37,500 and 27,500 shares at March 31, 2006 and
December 31, 2005, respectively - at cost (438) (329)
Less required contributions for shares acquired by Employee Stock
Ownership Plan (ESOP) (3,417) (3,417)
Accumulated comprehensive loss, unrealized losses on securities
designated as available for sale, net of related tax benefits (2,679) (2,192)
-------- --------
Total shareholders' equity 32,090 32,480
-------- --------
Total liabilities and shareholders' equity $419,470 $411,933
======== ========
The accompanying notes are an integral part of these statements.
2
UNITED BANCORP, INC.
CONSOLIDATED STATEMENTS OF EARNINGS
For the three months ended March 31, 2006 and 2005
(In thousand, except per share data)
2006 2005
------ ------
(Unaudited)
Interest and dividend income
Loans, including fees $4,172 $3,534
Taxable securities 1,390 1,327
Non-taxable securities 300 316
Federal funds sold 50 1
Dividends on Federal Home Loan Bank stock and other 73 45
------ ------
Total interest and dividend income 5,985 5,223
Interest expense
Deposits
Demand 485 146
Savings 31 38
Time 1,568 1,381
Borrowings 751 409
------ ------
Total interest expense 2,835 1,974
------
Net interest income 3,150 3,249
Provision for loan losses 102 144
------ ------
Net interest income after provision for loan losses 3,048 3,105
Noninterest income
Service charges on deposit accounts 350 314
(Loss) gain on sales of securities designated
as available for sale (30) 3
Gain on sale of loans 5 6
Other income 287 243
------ ------
Total noninterest income 612 566
Noninterest expense
Salaries and employee benefits 1,463 1,365
Occupancy and equipment 330 330
Professional services 114 102
Insurance 82 75
Franchise and other taxes 98 99
Advertising 105 82
Stationery and office supplies 60 66
Amortization of intangibles 1 4
Other expenses 536 497
------ ------
Total noninterest expense 2,789 2,620
------ ------
Earnings before income taxes 871 1,051
Income tax expense 169 230
------ ------
Net Earnings $ 702 $ 821
====== ======
EARNINGS PER COMMON SHARE
Basic $ 0.17 $ 0.20
====== ======
Diluted $ 0.17 $ 0.20
====== ======
Dividends per share $ 0.13 $0.118
====== ======
The accompanying notes are an integral part of these statements.
3
UNITED BANCORP, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Three months ended March 31, 2006 and 2005
(In thousands)
2006 2005
------- -------
(Unaudited)
Net earnings $ 702 $ 821
Other comprehensive loss, net of related tax effects:
Unrealized holding losses on securities during
the period, net of tax benefits of $261 and
$603 in 2006 and 2005, respectively (507) (1,170)
Reclassification adjustment for realized gains (losses)
included in earnings, net of taxes (benefits) of $10 and
$(1) in 2006 and 2005, respectively 20 (2)
------- -------
Comprehensive income (loss) $ 215 $ (351)
======= =======
Accumulated comprehensive loss $(2,679) $(1,807)
======= =======
The accompanying notes are an integral part of these statements.
4
UNITED BANCORP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the three months ended March 31, 2006 and 2005
(In thousands)
2006 2005
------- -------
(Unaudited)
Cash flows from operating activities:
Net earnings $ 702 $ 821
Adjustments to reconcile net earnings to net
cash provided by operating activities:
Depreciation and amortization 133 182
Provision for loan losses 102 144
Deferred taxes 2 --
Federal Home Loan Bank stock dividends (61) (43)
Loss (gains) on sales or calls of securities 30 (3)
Amortization of premiums and discounts on securities, net 183 114
Gain on sale of loans (5) (6)
Increase in value of bank owned life insurance (66) (65)
Amortization of mortgage servicing rights 21 20
Loss (gains) on sale of real estate owned 11 (3)
Net change in accrued interest receivable and other assets (496) (566)
Net change in accrued expenses and other liabilities (55) 27
------- -------
Net cash provided by operating activities 501 622
Cash flows provided by (used in) investing activities:
Securities available for sale:
Sales 2,138 4,580
Maturities, prepayments and calls 1,636 13,784
Purchases (6,046) (8,406)
Securities held to maturity:
Maturities, prepayments and calls 375 50
Purchases -- (1,947)
Net change in loans (973) (3,368)
Proceeds from sale of real estate owned 30 128
Purchase of bank owned life insurance -- (266)
Purchases of premises and equipment (46) (53)
------- -------
Net cash provided by (used in) investing activities (2,886) 4,502
Cash flows provided by (used in) financing activities:
Net change in deposits 7,225 110
Net change in short-term borrowings (3,002) (4,108)
Principal payments on long-term debt (231) (261)
Cash dividends paid (600) (503)
Proceeds from issuance of shares to Dividend Reinvestment Plan 105 89
Proceeds from exercise of stock options -- 68
Tax benefits related to exercise of stock options -- 114
Treasury stock purchases (110) (285)
------- -------
Net cash provided by (used in) financing activities 3,387 (4,776)
------- -------
Net increase in cash and cash equivalents 1,002 348
Cash and cash equivalents at beginning of period 13,877 7,581
------- -------
Cash and cash equivalents at end of period $14,879 $ 7,929
======= =======
Supplemental disclosure of cash flow information:
Interest paid on deposits and borrowings $ 2,709 $ 1,971
======= =======
Supplemental disclosure of noncash investing activities:
Transfer from loans to other real estate
and repossessions $ 8 $ --
======= =======
Recognition of mortgage servicing rights $ 35 $ 20
======= =======
Unrealized losses on securities designated as
available for sale, net of related tax benefits $ (487) $(1,172)
======= =======
5
UNITED BANCORP, INC.
ITEM I. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended March 31, 2006 and 2005
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
These interim financial statements are prepared without audit and reflect all
adjustments which, in the opinion of management, are necessary to present fairly
the financial position of United Bancorp, Inc. ("Company") at March 31, 2006,
and its results of operations and cash flows for the three month period
presented. All such adjustments are normal and recurring in nature. The
accompanying condensed consolidated financial statements have been prepared in
accordance with the instructions for Form 10-Q and, therefore, do not purport to
contain all the necessary financial disclosures required by accounting
principles generally accepted in the United States of America that might
otherwise be necessary in the circumstances and should be read in conjunction
with the consolidated financial statements, and related notes thereto, of the
Company for the year ended December 31, 2005 included in its Annual Report on
Form 10-K. Reference is made to the accounting policies of the Company described
in the Notes to the Consolidated Financial Statements contained in its Annual
Report on Form 10-K. The Company has consistently followed these policies in
preparing this Form 10-Q.
1. Principles of Consolidation
The consolidated financial statements include the accounts of United Bancorp,
Inc. ("UNITED" or "the Company"), an Ohio corporation, and its wholly-owned
subsidiaries, The Citizens Savings Bank of Martins Ferry, Ohio ("CITIZENS") and
The Community Bank, Lancaster, Ohio ("COMMUNITY"), (collectively hereinafter
"the Banks"). All intercompany transactions and balances have been eliminated in
consolidation.
2. Nature of Operations/Segments
The Company's revenues, operating income, and assets are almost exclusively
derived from banking. Accordingly, all of the Company's banking operations are
considered by management to be aggregated in one reportable operating segment.
Customers are mainly located in Athens, Belmont, Carroll, Fairfield, Harrison,
Hocking, and Tuscarawas Counties and the surrounding localities in northeastern,
eastern and southeastern Ohio, and include a wide range of individuals, business
and other organizations. CITIZENS conducts its business through its main office
in Martins Ferry, Ohio and nine branches in Bridgeport, Colerain, Dellroy,
Dover, Jewett, New Philadelphia, St. Clairsville, Sherrodsville, and Strasburg
Ohio. COMMUNITY conducts its business through its seven offices in Amesville,
Glouster, Lancaster, and Nelsonville, Ohio. The Company's primary deposit
products are checking, savings, and term certificate accounts, and its primary
lending products are residential mortgage, commercial, and installment loans.
Substantially all loans are secured by specific items of collateral including
business assets, consumer assets and real estate. Commercial loans are expected
to be repaid from cash flow from operations of businesses. Real estate loans are
secured by both residential and commercial real estate. Net interest income is
affected by the relative amount of interest-earning assets and interest-bearing
liabilities and the interest received or paid on these balances. The level of
interest rates paid or received by the Company can be significantly influenced
by a number of environmental factors, such as governmental monetary policy, that
are outside of management's control.
3. Use of Estimates
The financial information presented herein has been prepared in accordance with
accounting principles generally accepted in the United States of America ("U.S.
GAAP") and general accounting practices within the financial services industry.
In preparing consolidated financial statements in accordance with U.S. GAAP,
management is required to make certain estimates and assumptions that affect the
reported amounts of assets and liabilities and the disclosure of contingent
assets and liabilities at the date of the consolidated financial statements and
revenue and expenses during the reporting period. Actual results could differ
from such estimates.
6
UNITED BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the three months ended March 31, 2006 and 2005
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
4. 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 March 31, 2005, the
ESOP held 322,319 unallocated shares 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 under the
Company's stock option plans. Earnings and dividends per share for the quarter
ended March 31, 2005 have been restated for the stock split in the form of a
dividend declared and distributed in the fourth quarter of 2005. The computation
is as follows:
THREE MONTHS ENDED
MARCH 31,
-----------------------
2006 2005
---------- ----------
BASIC
Net earnings (in thousands) $ 702 $ 821
========== ==========
Weighted average common shares outstanding 4,182,375 4,166,957
========== ==========
Basic earnings per common share $ 0.17 $ 0.20
========== ==========
DILUTED
Net earnings (in thousands) $ 702 $ 821
========== ==========
Weighted average common shares outstanding
for basic earnings per common share 4,182,375 4,166,957
Add: Dilutive effects of assumed exercise of
stock options 1,541 10,176
---------- ----------
Average shares and dilutive potential
common shares 4,183,916 4,177,133
========== ==========
Diluted earnings per common share $ 0.17 $ 0.20
========== ==========
Outstanding options to purchase 22,042 shares of common stock were excluded from
the computation of common share equivalents for both the three months ended
March 31, 2006 and 2005, because the exercise prices were greater than the
average market prices of common shares.
5. Stock Options and Benefit Plans
The Company maintains a nonqualified stock option plan for directors and
officers. The exercise price for options granted under this plan is no less than
100% of the fair market value of the shares on the date of grant adjusted for
stock dividends and stock splits.
Effective January 1, 2006, the Company accounts for it stock option plan in
accordance with Statement of Financial Accounting Standards, ("SFAS") No.
123(R), "Share-Based Payment." This standard requires the Company to measures
the cost of employee services received in exchange for an award of equity
instruments based on the grant-date fair value of the award. The Company elected
to use the modified prospective transition method as permitted by SFAS No.
123(R) and therefore have not restated our financial results for prior periods.
The Company will recognize
7
UNITED BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the three months ended March 31, 2006 and 2005
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
5. Stock Options and Benefit Plans (continued)
compensation cost for the portion of awards for which the requisite service
period has not been rendered (unvested awards) that are outstanding as of
January 1, 2006, as the remaining service is rendered. The compensation costs
totaling $5,000 for the quarter ended March 31, 2006 upon adoption of SFAS No.
123(R) was based upon the grant date fair value as calculated for the pro forma
disclosures required by SFAS No. 123.
Prior to the adoption of SFAS No. 123(R), the Company presented tax benefits
resulting from the exercise of stock options as operating cash flows in the
Consolidated Statement of Cash Flows. SFAS No. 123 (R) requires that cash flows
from the exercise of stock options resulting from tax benefits in excess of
recognized cumulative compensation cost ("excess tax benefits") be classified as
financing cash flows. There were no options exercised in the three months ended
March 31, 2006, while $114,000 of tax benefits related to exercise of stock
options realized for the three months ended March 31, 2005 was reclassified to
financing activities.
Prior to January 1, 2006, the Company accounted for its stock option plan in
accordance with SFAS No. 123, "Accounting for Stock-Based Compensation," which
contains a fair value-based method for valuing stock-based compensation that
entities may use, which measures compensation cost at the grant date based on
the fair value of the award. Compensation is then recognized over the service
period, which is usually the vesting period. Alternatively, SFAS No. 123 permits
companies to continue to account for stock options and similar equity
investments under Accounting Principles Board ("APB") Opinion No. 25,
"Accounting for Stock Issued to Employees." Entities that continue to account
for stock options using APB No. 25 are required to make pro forma disclosures of
net earnings and earnings per share as if the fair value-based method of
accounting defined is SFAS No. 123 had been applied.
Prior to January 1, 2006, the Company applied APB Opinion No. 25 and related
Interpretations in accounting for it stock option plan. Accordingly, no
compensation cost has been recognized in 2005 for the plans. Had compensation
cost for the Company's stock option plan been determined based on the fair value
at the grant dates for awards under the plan consistent with the accounting
method utilized in SFAS No. 123, the Company's net earnings and earnings per
share would have been reported at the pro-forma amounts indicated in the table
below.
THREE MONTHS ENDED
MARCH 31,
2005
------------------
NET EARNINGS (In thousands)
As reported $ 821
Stock-based compensation, net of tax (2)
-----
Pro-forma $ 819
=====
EARNINGS PER SHARE
BASIC
As reported $0.20
Stock-based compensation, net of tax --
-----
Pro-forma $0.20
=====
DILUTED
As reported $0.20
Stock-based compensation, net of tax --
-----
Pro-forma $0.20
=====
8
UNITED BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the three months ended March 31, 2006 and 2005
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
5. Stock Options and Benefit Plans (continued)
All share and per share prices have been restated to reflect the stock split
distributed in 2005. The fair value of each option granted in 2005 has been
estimated using the Black-Scholes options pricing model with the following
assumptions; risk-free interest rate of 4.54%, dividend yield of 4.21% and
expected volatility of 30.53%. No stock options were granted in 2006. Any option
not exercised within the designated time frame will be forfeited. All options
become immediately exercisable upon retirement, death, or 9 1/2 years after
issuance, or in the event of a change in control of the Company.
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.
The stock option plan has expired; therefore, there are no options available for
grant as of March 31, 2006.
A summary of the status of the Company's stock option plan for the three months
ended March 31, 2006 and 2005 is presented below:
2006 2005
------------------- --------------------
WEIGHTED- WEIGHTED-
AVERAGE AVERAGE
EXERCISE EXERCISE
SHARES PRICE SHARES PRICE
------- --------- -------- ---------
Outstanding at beginning of quarter 94,609 $11.51 112,228 $ 8.47
Granted -- -- 11,000 13.50
Exercised -- -- (53,680) 7.21
Forfeited (29,027) 11.22 -- --
------- ------ ------- ------
Outstanding at end of period 65,582 $11.64 69,548 $10.25
======= ====== ======= ======
Options exercisable at period-end 5,147 $10.51 34,445 $ 7.85
======= ====== ======= ======
Options expected to be exercisable at year-end 10,904 6,335
======= =======
Weighted-average fair value of
options granted during the period $ -- $ 3.11
====== ======
The following table summarizes information about stock options outstanding at
March 31, 2006:
OPTIONS OPTIONS REMAINING
EXERCISE OUTSTANDING DATE OF EXERCISABLE CONTRACTUAL
PRICE AT 3/31/06 EXPIRATION AT 3/31/06 LIFE
-------- ----------- ---------- ----------- -----------
$ 7.56 2,410 05/14/06 2,410 .2 years
10.70 24,081 05/15/15 -- 9.0 years
11.27 17,050 01/16/15 -- 8.8 years
12.82 8,494 12/01/06 2,379 .6 years
13.50 11,000 8/23/14 -- 8.4 years
15.02 2,547 07/07/07 358 1.3 years
9
UNITED BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the three months ended March 31, 2006 and 2005
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
5. Stock Options and Benefit Plans (continued)
The Company received net cash of $68,000 from the options exercised during the
first three months of 2005. The impact of these cash receipts is included in
financing activities in the accompanying consolidated statements of cash flows.
The Company initiated an Employee Stock Ownership Plan ("ESOP") in November 2005
that provided for the purchase of 322,319 treasury shares from the Company. No
share allocations were awarded in 2005, and accordingly, no expense was
recognized in 2005. The Company's loan to the ESOP will be repaid from
contributions by the Banks over a 15 year period.
A defined benefit pension plan covers all employees 21 or over, who have
completed 1,000 hours of service during an anniversary year, measured from date
of hire. The plan calls for benefits to be paid to eligible employees at
retirement, based primarily upon years of service and compensation rates near
retirement. Contributions to the plan reflect benefits attributed to employees'
services to date, as well as services expected to be earned in the future. Plan
assets consist of primarily common stock and debt instruments. Pension expense
is the net of service and interest cost, return on plan assets, and amortization
of gains and losses not immediately recognized.
The Company offers a 401(k) plan, which covers all employees who have attained
the age of 21 and have completed one year of service. Eligible employees may
contribute up to $15,000 in 2006 and employees who have attained the age of 50
years or older may contribute an additional $5,000 in 2006. The Company may make
a discretionary matching contribution equal to a percentage of each
participant's elective deferral not to exceed 6% of the participant's annual
compensation. Employee contributions are always vested. Employer contributions
become 100% vested after 3 years of service.
6. Income Taxes
The Company accounts for federal income taxes pursuant to SFAS 109, "Accounting
for Income Taxes." In accordance with SFAS No. 109, a deferred tax liability or
deferred tax asset is computed by applying the current statutory tax rates to
net taxable or deductible temporary differences between the tax basis of an
asset or liability and its reported amount in the consolidated financial
statements that will result in net taxable or deductible amounts in future
periods. Deferred tax assets are recorded only to the extent that the amount of
net deductible temporary differences or carryforward attributes may be utilized
against current period earnings, carried back against prior years' earnings,
offset against taxable temporary differences reversing in future periods, or
utilized to the extent of management's estimate of future taxable income. A
valuation allowance is provided for deferred tax assets to the extent that the
value of net deductible temporary differences and carryforward attributes
exceeds management's estimates of taxes payable on future taxable income.
Deferred tax liabilities are provided on the total amount of net temporary
differences taxable in the future.
Deferred income taxes result from different methods of accounting for deferred
loan origination fees and costs, Federal Home Loan Bank stock dividends,
mortgage servicing rights, the loan loss allowance, amortization of intangibles,
deferred compensation and pension expense. Additionally, a temporary difference
is recognized for depreciation computed using accelerated methods for federal
income tax purposes.
10
UNITED BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the three months ended March 31, 2006 and 2005
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
7. Effects of 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 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 Corporation is currently evaluating SFAS No. 155, but does not
expect it to have a material effect on the Corporation'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 disclosures 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 Corporation,
with earlier application permitted. The Corporation is currently evaluating SFAS
No. 156, but does not expect it to have a material effect on the Corporation's
financial position or results of operations.
11
UNITED BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the three months ended March 31, 2006 and 2005
NOTE B - BENEFIT PLANS
Pension expense is comprised of the following:
THREE MONTHS ENDED
MARCH 31,
-------------------
2006 2005
-------- --------
Service cost $ 56,134 $ 59,004
Interest cost 39,989 34,404
Expected return on assets (43,030) (43,090)
Amortization of prior service cost, transition
liability, net loss, and plan amendments 7,492 9,333
-------- --------
Pension expense $ 60,585 $ 59,651
======== ========
NOTE C - OFF-BALANCE SHEET ACTIVITIES
The Company is party to financial instruments with off-balance sheet risk in the
normal course of business to meet the financing needs of its customers. These
financial instruments include loan commitments and standby letters of credit.
The instruments involve, to varying degrees, elements of credit and interest
rate risk in excess of the amount recognized in the financial statements.
The Company's exposure to credit loss in the event of nonperformance by the
other party to the financial instrument for loan commitments and standby letters
of credit is represented by the contractual amount of those instruments. The
Corporation uses the same credit policies in making commitments and conditional
obligations as it does for on-balance sheet instruments. Since many of the loan
commitments may expire without being drawn upon, the total commitment amount
does not necessarily represent future cash requirements. The credit risk
involved in issuing letters of credit is essentially the same as that involved
in extending loan commitments to customers.
The Company grants retail, commercial and commercial real estate loans to
customers primarily located in northeastern, eastern and southeastern Ohio. The
Company evaluates each customer's credit worthiness on a case-by-case basis. The
amount of collateral obtained, if deemed necessary by the Company upon extension
of credit, is based on management's credit evaluation of the customer.
Collateral held varies but may include accounts receivable, inventory, property,
plant and equipment, and income-producing commercial properties.
Although the Company has a diversified loan portfolio, a substantial portion of
the borrowers' ability to honor their contracts is dependent upon the economic
conditions in each borrower's geographic location.
A summary of the notional or contractual amounts of financial instruments with
off-balance sheet risk at indicated dates is as follows:
MARCH 31, DECEMBER 31,
2006 2005
--------- ------------
(In thousands)
Commitments to extend credit $31,544 $29,617
Credit card and ready reserve lines 2,176 2,028
Standby letters of credit 852 855
12
UNITED BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the three months ended March 31, 2006 and 2005
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 10K for the year ended December 31, 2005, filed
on March 30, 2005.
13
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 March 31,
2006, as compared to December 31, 2005 and the results of operations for the
three months ended March 31, 2006 compared to the same period in 2005. This
discussion should be read in conjunction with the interim condensed consolidated
financial statements and related footnotes included herein.
FORWARD-LOOKING STATEMENTS
When used in this document, the words or phrases "will likely result," "are
expected to," "will continue," "is anticipated," "estimated," "projected" or
similar expressions are intended to identify "forward looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995. Such
statements are subject to certain risks and uncertainties including changes in
economic conditions in the Banks' market areas, changes in policies by
regulatory agencies, fluctuations in interest rates, demand for loans in the
Banks' market areas and competition, that could cause actual results to differ
materially from historical earnings and those presently anticipated or
projected. Factors listed above could affect the Company's financial performance
and could cause the Company's actual results for future periods to differ
materially from any statements expressed with respect to future periods.
The Company is not aware of any trends, events or uncertainties that will have
or are reasonably likely to have a material effect on its liquidity or capital
resources except as discussed herein. The Company is not aware of any current
recommendation by regulatory authorities that would have such effect if
implemented.
The Company does not undertake, and specifically disclaims any obligation, to
publicly revise any forward-looking statements to reflect events or
circumstances after the date such statements were made or to reflect the
occurrence of anticipated or unanticipated events.
Management makes certain judgments that affect the amounts reported in the
financial statements and footnotes. These estimates, assumptions and judgements
are based on information available as of the date of the financial statements,
and as this information changes, the financial statements could reflect
different estimates, assumptions, and judgement.
The procedures for assessing the adequacy of the allowance for loan losses
reflect our evaluation of credit risk after careful consideration of all
information available to management. In developing this assessment, management
must rely on estimates and exercise judgement regarding matters where the
ultimate outcome is unknown such as economic factors, development affecting
companies in specific industries and issues with respect to single borrowers.
Depending on changes in circumstances, future assessments of credit risk may
yield materially different results, which may require an increase or a decrease
in the allowance for loan losses.
The allowance is reviewed monthly by management to determine whether the amount
is considered adequate to absorb probable losses. This evaluation includes
specific loss estimates on certain individually reviewed loans, statistical loss
estimates for loan pools that are based on historical loss experience, and
general loss estimates that are based on the size, quality and concentration
characteristics of the various loan portfolios, adverse situations that may
affect a borrower's ability to repay and current economic and industry
conditions. Also considered as part of that judgement is a review of each bank's
trend in delinquencies and loan losses, and economic factors.
The allowance for loan losses is maintained at a level believed adequate by
management to absorb probable loan losses inherent in the loan portfolio.
Management's evaluation of the adequacy of the allowance is an estimate based on
management's current judgement about the credit quality of the loan portfolio.
While the Company strives to reflect all known risk factors in its evaluation,
judgement errors may occur.
14
UNITED BANCORP, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
Analysis of Financial Condition
Earning Assets - Loans
At March 31, 2006, gross loans were $232.9 million compared to $232.0 million at
year-end 2005, an increase of approximately $900,000 or 0.4%. The increase in
total outstanding loans was the result of net increase in the commercial real
estate and installment portfolios.
Installment loans represented 17.8% of total loans at March 31, 2006 compared to
18.9% at December 31, 2005. The indirect lending type of financing carries
somewhat more risk than real estate lending, however, it also provides for
higher yields. The targeted lending areas encompass four metropolitan areas,
minimizing the risk to changes in economic conditions in the communities housing
the Company's 17 branch locations.
Commercial and commercial real estate loans comprised 57.3% of total loans at
March 31, 2006 compared to 56.2% at December 31, 2005. Commercial and commercial
real estate loans have increased $3.1 million, or 2.4% since December 31, 2005.
The Company has originated and purchased participations in loans from other
banks for out-of-area commercial and commercial real estate loans to benefit
from consistent economic growth outside the Company's primary market area. The
majority of these loans are secured by real estate holdings comprised of hotels,
motels and churches located in various geographic locations, including Columbus
and the Akron-Canton, Ohio metropolitan areas.
Real estate loans were 24.8% of total loans at March 31, 2006 and 24.9% at
year-end 2005. The total of real estate loans has remained stable since December
31, 2005. Real estate lending for the three months of 2006 has been extremely
slow, particularly with respect to the Company's adjustable rate mortgage
products.
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 the 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. 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 three months ended March 31, 2006 were approximately $81,000, or 2.8%, of
the beginning balance in the allowance for loan losses.
15
UNITED BANCORP, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
Analysis of Financial Condition (continued)
Earning Assets - Securities and Federal Funds Sold
The securities portfolio is comprised of U.S. Government agency-backed
securities, tax-exempt obligations of states and political subdivisions and
certain other investments. The Company does not hold any collateralized
mortgage-backed securities other than those issued by U.S. government agencies,
nor any derivative securities. The quality rating of obligations of state and
political subdivisions within Ohio is no less than A, with all out-of-state
bonds rated at AAA. Board policy permits the purchase of certain non-rated bonds
of local schools, townships and municipalities, based on their estimated levels
of credit risk. Securities available for sale at March 31, 2006 increased
approximately $5.4 million or 4.5% from year-end 2005 totals. Securities held to
maturity at March 31, 2006 decreased approximately $367,000 or 1.8% compared to
year-end 2005 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 March 31, 2006, total core deposits increased
approximately $7.4 million, or 2.8%. The Company's interest-bearing demand
deposits increased $9.0 million, or 10.9%, noninterest-bearing demand deposits
decreased $1.8 million, or 6.6% while certificates of deposits under $100,000
increased by $1.0 million, or 0.8%. During the first quarter of 2006, CITIZENS
as part of a strategic move to grow deposits introduced a new product "free
checking with interest." Management feels this move will help us strategically
over time expand and gain market share in deposits. To our knowledge, no other
local competitor is offering a free checking account that pays interest. In
addition to paying interest, a debit/ATM product named the "Freedom Card" was
issued with the accounts. The benefit of the Freedom Card is to allow our
customers to use any ATM in the continental United States without a service fee.
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 March 31, 2006, certificates of deposit greater than $100,000
decreased approximately $207,000 or 0.5%, from year-end 2005 totals.
Over the past several years, COMMUNITY has developed several large depository
customers. As of March 31, 2006, the nine largest depository customers accounted
for approximately 27.7% of COMMUNITY'S certificate of deposits and approximately
74.9% of total certificates of deposits greater than $100,000. These customers
also represent 7.5% of COMMUNITY'S demand deposits at March 31, 2006. Total
concentration of retail funding is approximately 42.9% of COMMUNITY'S total
deposits at March 31, 2006. On a consolidated level, this represents
approximately 6.5% of total retail deposits at March 31, 2006 compared to 7.1%
at December 31, 2005. This deposit concentration does pose possible liquidity
and earnings risk for COMMUNITY. The earnings risks would be triggered if
COMMUNITY would be placed in a position to sell assets below book value to meet
current liquidity needs. This risk is mitigated with COMMUNITY'S capability to
borrow wholesale funding from its correspondent banks. Management has an active
asset/liability committee that monitors, among other items, monthly liquidity
needs on a 90 day time horizon.
16
UNITED BANCORP, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
Results of Operations for the Three Months Ended March 31, 2006 and 2005
Sources of Funds - Securities Sold under Agreements to Repurchase and Other
Borrowings
Other interest-bearing liabilities include securities sold under agreements to
repurchase, sweep accounts, federal funds purchased, Treasury, Tax and Loan
notes payable and Federal Home Loan Bank ("FHLB") advances. In the first three
months of 2006, the Company continued to utilize the FHLB programs to manage
interest rate risk and liquidity positions. The majority of the Company's
repurchase agreements are with local school districts and city and county
governments. Total borrowings, including federal funds purchased, decreased
approximately $3.0 million, or 4.4% from year-end 2005 totals.
Net Income
Basic and diluted earnings per share for the three months ended March 31, 2006
totaled $0.17, compared with $0.20 for the three months ended March 31, 2005. In
dollars, net income decreased by approximately $119,000 or 14.5% for the three
months ended March 31, 2006, compared to the same quarter in 2005.
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 3.0%, or approximately $99,000 for the three months
ended March 31, 2006 compared to the same period in 2005 due to continued
downward pressure on the net interest margin during the current three month
period caused by a continued flattening of the yield curve.
Total interest income for the three months ended March 31, 2006 was $6.0 million
compared to $5.2 million for the same period in 2005, an increase of $762,000,
or 14.6%. The increase can be attributed to the overall growth of the loan
portfolio and the increasing interest rates on adjustable rate loans.
Total interest expense for the three months ended March 31, 2006 when compared
to the same three-month period ended March 31, 2005, increased by 43.6%, or
approximately $861,000. 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 of rate environment in 2006 as compared to 2005. In addition,
the Company has recognized approximately $60,000 of interest expense related to
the subordinated debentures issued in November 2005.
Provision for Loan Losses
The provision for loan losses was $102,000 for the three months ended March 31,
2006 compared to $144,000 for the same period in 2005. At March 31, 2006 the
allowance for loan losses to total gross loans was 1.26% as compared to 1.25% at
December 31, 2005. Due to a relatively stable level of net loans charged off for
the three months ended March 31, 2006 to 2005 and a relatively stable balance in
nonperforming loans over the three months ended March 31, 2006, the Company
lowered its year over year provision for loan losses.
17
UNITED BANCORP, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
Results of Operations for the Three Months Ended March 31, 2006 and 2005
(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 three months ended March 31, 2006 was approximately
$612,000 compared to $566,000 for the same three-month period ended March 31,
2005, an increase of approximately 8.1%, or $46,000. During the three-months
ended March 31, 2006, the increase in noninterest income was driven by increase
in the servicing income on secondary market loans of approximately $17,000,
increased merchant income of $11,000 and gain on sale of other real estate of
$11,000.
Noninterest Expense
Noninterest expense for the three months ended March 31, 2006 increased
approximately $169,000 or 6.5%, over the three months ended March 31, 2005.
Salaries and employee benefits expense increased approximately $98,000 or 7.2%
mainly due to annual merit increases and higher costs related to the Company's
medical insurance benefits. Advertising expenses increased approximately $23,000
as a result of additional promotional campaigns for the Banks. Other expenses
increased approximately $39,000, mainly due to increases in merchant expenses of
approximately $12,000 and data communication expenses of approximately $12,000.
Capital Resources
Internal capital growth, through the retention of earnings, is the primary means
of maintaining capital adequacy for the Company. Shareholders' equity at March
31, 2006, totaled $32.1 million compared to $32.5 million at December 31, 2005,
a 1.2% decrease. Total shareholders' equity in relation to total assets was 7.7%
at March 31, 2006 and 7.9% at December 31, 2005. In May 2001, our shareholders
approved an amendment to the Company's Articles of Incorporation to create a
class of preferred shares with 2,000,000 authorized shares. This enables the
Company, at the option of the Board of Directors, to issue series of preferred
shares in a manner calculated to take advantage of financing techniques which
may provide a lower effective cost of capital to the Company. The amendment also
provides greater flexibility to the Board of Directors in structuring the terms
of equity securities that may be issued by the Company. Although this preferred
stock is a financial tool, it has not been utilized to date.
The Company has a Dividend Reinvestment Plan ("The Plan") for shareholders under
which the Company's common stock will be purchased by the Plan for participants
with automatically reinvested dividends. The Plan does not represent a change in
the Company's dividend policy or a guarantee of future dividends.
The Company is subject to the regulatory requirements of the Federal Reserve
System as a multi-bank holding company. The Banks are subject to regulations of
the Federal Deposit Insurance Corporation (FDIC) and the State of Ohio, Division
of Financial Institutions. At March 31, 2006, the Company and the Banks met all
regulatory capital requirements.
18
UNITED BANCORP, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
Results of Operations for the Three Months Ended March 31, 2006 and 2005
(continued)
Liquidity
Management's objective in managing liquidity is maintaining the ability to
continue meeting the cash flow needs of its customers, such as borrowings or
deposit withdrawals, as well as its own financial commitments. The principal
sources of liquidity are net earnings, loan payments, maturing securities and
sales of securities available for sale, federal funds sold and cash and deposits
with banks. Along with its liquid assets, the Company has additional sources of
liquidity available to ensure that adequate funds are available as needed. These
include, but are not limited to, the purchase of federal funds, the ability to
borrow funds under line of credit agreements with correspondent banks, a
borrowing agreement with the Federal Home Loan Bank of Cincinnati and the
adjustment of interest rates to obtain depositors. Management feels that it has
the capital adequacy and profitability to meet the current and projected
liquidity needs of its customers.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
The principal market risk affecting the Company is interest rate risk. The Banks
do not maintain a trading account for any class of financial instrument and the
Company is not affected by foreign currency exchange rate risk or commodity
price risk. Because the Banks do not hold any material equity securities other
than stock in the Federal Home Loan Bank of Cincinnati, the Company is not
subject to equity price risk.
The Company, like other financial institutions, is subject to interest rate risk
to the extent that its interest-earning assets reprice differently than its
interest-bearing liabilities. One of the principal financial objectives is to
achieve long-term profitability while reducing its exposure to fluctuations in
interest rates. The Company has sought to reduce exposure of its earnings to
changes in market interest rates by managing assets and liability maturities and
interest rates primarily by originating variable-rate lending products, or if
issued with a fixed interest rate, as is the case with the indirect automobile
portfolio, the term is rather short in duration. As discussed previously, the
Company does originate long-term fixed rate mortgages but immediately sells
these loans in the secondary market. Both the variable interest rates inherent
in the commercial, commercial real estate and real estate loan portfolios, and
the short duration loan products, mitigate the Company's exposure to dramatic
interest rate movements.
The Company's securities are all fixed rate and are weighted more heavily
towards available for sale which accounts for 86% of the portfolio compared to
the 14% for held to maturity securities. The Company primarily invests in U.S.
Agency obligations and state and municipal obligations and has a modest amount
invested in mortgage-backed securities. Due to total securities approximating
35% of total assets and a small portion of its loan portfolio consisting of long
term fixed rate loans, the Company is somewhat sensitive to periods of rising
interest rates. In such periods, the Company's net interest spread could be
negatively affected because the interest rate paid on deposits may increase
faster than the rates earned on loans. Management is continuing to originate
variable rate loans as the primary means to manage this risk.
19
UNITED BANCORP, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
Item 3. Quantitative and Qualitative Disclosures About Market Risk (continued)
Management measures the Company's interest rate risk by computing estimated
changes in net interest income and the net portfolio value ("NPV") of its cash
flows from assets, liabilities and off-balance sheet items in the event of a
range of assumed changes in market interest rates. The following tables present
an analysis of the potential sensitivity of the Company's present value of
financial instruments to sudden and sustained changes in the prevailing interest
rates.
NET PORTFOLIO VALUE
MARCH 31, 2006
------------------------------------------------
CHANGE IN RATES $ AMOUNT $ CHANGE % CHANGE
--------------- -------- -------- --------
(Dollars in thousands)
+200 23,850 (7.566) -24%
+100 27,562 (3,764) -12%
Base 31,416
-100 34,473 3,057 10%
-200 34,975 3,559 11%
NET PORTFOLIO VALUE
DECEMBER 31, 2005
------------------------------------------------
CHANGE IN RATES $ AMOUNT $ CHANGE % CHANGE
--------------- -------- -------- --------
(Dollars in thousands)
+200 26,567 (3,988) -13%
+100 29,888 (967) -3%
Base 30,555
-100 33,901 3,346 11%
-200 33,833 3,277 11%
The projected volatility of the net present value at both March 31, 2006 and
December 31, 2005 fall within the general guidelines established by the Board of
Directors. The NPV table for March 31, 2006 shows that in a rising interest rate
environment, the NPV would decrease 12% for a 100 basis point increase in rates
and decrease 24% when rates increase 200 basis points. The decrease in a 100 and
200 basis point increase in rate is a result of the Company's available for sale
securities portfolio that is invested in fixed-rate securities. As interest
rates increase, the market value of the securities declines. However, since the
Company currently has the ability to hold these securities to their final
maturity, it would not have to recognize any losses. In a falling interest rate
environment, the Company's NPV at March 31, 2006 would increase 10% with a 100
basis point decrease in rates and with a 200 basis points decrease in rates the
NPC would increase 11%.
Certain shortcomings are inherent in the NPV method of analysis. Certain assets
such as adjustable-rate loans have features that restrict changes in interest
rates on a short-term basis and over the life of the asset. In addition, the
proportion of adjustable-rate loans in the Company's portfolio could decrease in
future periods if market interest rates remain at or decrease below current
levels due to refinancing activity. Further, in the event of a change in
interest rates, prepayment and early withdrawal levels would likely deviate from
those assumed in the analysis. Finally, the ability of many borrowers to repay
their adjustable-rate debt may decrease in the case of an increase in interest
rates.
20
UNITED BANCORP, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
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 March 31, 2006 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 March 31, 2006 that has
materially affected, or is reasonably likely to materially affect, the Company's
internal control over financial reporting.
21
UNITED BANCORP, INC.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None other than ordinary routine litigation incidental to the Company's
business.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
I
ISSUER PURCHASES OF EQUITY SECURITIES
(C) (D)
TOTAL NUMBER OF MAXIMUM NUMBER (OR
(A) SHARES (OR UNITS) APPROXIMATE DOLLAR VALUE)
TOTAL NUMBER OF (B) PURCHASED AS PART OF OF SHARES (OR UNITS) THAT
SHARES (OR UNITS) AVERAGE PRICE PAID PUBLICLY ANNOUNCED MAY YET BE PURCHASED UNDER
PERIOD PURCHASED PER SHARE (OR UNIT) PLANS OR PROGRAMS THE PLANS OR PROGRAMS
------ ----------------- ------------------- -------------------- --------------------------
Month #l
1/1/2006 to
1/31/2006
Month #2
2/1/2006 to
2/28/2006 10,000 $11.01 10,000 $1,560,900
Month #3
3/1/2006 to
3/31/2006
------ ------ ------ ----------
Total 10,000 $11.01 10,000 $1,560,900
====== ====== ====== ==========
United Bancorp purchased these shares under a stock purchase program publicly
announced by a press release issued on November 16, 2005, 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 15, 2007.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
22
UNITED BANCORP, INC.
PART II - OTHER INFORMATION (CONTINUED)
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS
Exhibit No.
-----------
3.1 Amended Articles of Incorporation of United Bancorp, Inc.(1)
3.2 Amended Code of Regulations of United Bancorp, Inc.(2)
4.0 Instruments Defining the Rights of Security Holders (See Exhibits
3.1 and 3.2)
31.1 Rule 13a-14(a) Certification - CEO
31.2 Rule 13a-14(a) Certification - CFO
32.1 Section 1350 Certification - CEO
32.2 Section 1350 Certification - CFO
(1) Incorporated be reference to Appendix B to the registrant's Definitive
Proxy Statement filed with the Securities and Exchange Commission on March
14, 2001.
(2) Incorporated be reference to Appendix C to the registrant's Definitive
Proxy Statement filed with the Securities and Exchange Commission on March
14, 2001.
23
UNITED BANCORP, INC.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
/s/ United Bancorp, Inc.
------------------------------------
Date: May 12, 2006 By: /s/ James W. Everson
------------------------------------
James W. Everson
Chairman, President & Chief
Executive Officer
Date: May 12, 2006 By: /s/ Randall M. Greenwood
------------------------------------
Randall M. Greenwood
Senior Vice President, Chief
Financial Officer and Treasurer
24
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.