UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2006
OR
[ ] 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
(State or other jurisdiction 34-1405357
of incorporation or organization) (IRS) Employer Identification No.)
201 SOUTH FOURTH STREET, MARTINS FERRY, OHIO 43935
(Address of principal executive offices) (ZIP Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (740) 633-0445
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NONE N/A
(Title of class) (Name of each exchange on which registered)
Common Stock, Par Value $1.00 a share NASDAQ Capital Market
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE
INDICATE BY CHECK MARK IF THE REGISTRANT IS A WELL-KNOWN SEASONED ISSUER, AS
DEFINED IN RULE 405 OF THE SECURITIES ACT. YES [ ] NO [X].
INDICATED BY CHECK MARK IF THE REGISTRANT IS NOT REQUIRED TO FILE REPORTS
PURSUANT TO SECTION 13 OR SECTION 15(d) OF THE EXCHANGE ACT. YES [ ] NO [X].
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 IF DISCLOSURE OF DELINQUENT FILERS PURSUANT TO ITEM 405
OF REGULATION S-K IS NOT CONTAINED HEREIN, AND WILL NOT BE CONTAINED TO THE BEST
OF REGISTRANT'S KNOWLEDGE, IN DEFINITIVE PROXY OR INFORMATION STATEMENTS
INCORPORATED BY REFERENCE IN PART III OF THIS FORM 10-K OR ANY AMENDMENT TO THIS
FORM 10-K. [X]
INDICATE BY CHECK MARK WHETHER THE REGISTRANT IS A LARGE ACCELERATED FILER, AN
ACCELERATED FILER, OR A NON-ACCELERATED FILER. SEE DEFINITION OF 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
RULE 12b-2 OF THE EXCHANGE ACT).
YES [ ] NO [X]
AS OF JUNE 30, 2006, THE AGGREGATE MARKET VALUE OF THE REGISTRANT'S COMMON STOCK
HELD BY NON-AFFILIATES OF THE REGISTRANT WAS $43,884,823 BASED ON THE CLOSING
SALE PRICE AS REPORTED ON THE NATIONAL ASSOCIATION OF SECURITIES DEALERS
AUTOMATED QUOTATION SYSTEM.
INDICATE THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE ISSUER'S CLASSES OF
COMMON STOCK, AS OF THE LATEST PRACTICABLE DATE
REGISTRANT HAD 5,047,850 COMMON SHARES OUTSTANDING AS OF MARCH 6, 2007.
DOCUMENTS INCORPORATED BY REFERENCE
PORTIONS OF THE PROXY STATEMENT FOR THE ANNUAL SHAREHOLDERS MEETING TO BE HELD
APRIL 18, 2007 ARE INCORPORATED BY REFERENCE INTO PART III.
PORTIONS OF THE ANNUAL REPORT TO SHAREHOLDERS FOR THE YEAR ENDED DECEMBER 31,
2006 ARE INCORPORATED BY REFERENCE INTO PARTS I AND II.
PART I
ITEM 1 BUSINESS
BUSINESS
United Bancorp, Inc. (Company) is a financial holding company
headquartered in Martins Ferry, Ohio. The Company has two wholly owned
subsidiary banks, The Citizens Savings Bank, Martins Ferry, Ohio
(CITIZENS) and The Community Bank, Lancaster, Ohio (COMMUNITY),
collectively "Banks".
The Banks are located in northeastern, eastern, southeastern and south
central Ohio and are engaged in the business of commercial and retail
banking in Belmont, Harrison, Tuscarawas, Carroll, Athens, Hocking,
and Fairfield counties and the surrounding localities. The Banks
provide a broad range of banking and financial services, which include
accepting demand, savings and time deposits and granting commercial,
real estate and consumer loans. CITIZENS conducts its business through
its main office in Martins Ferry, Ohio and nine branches located 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 Nelsonsville, Ohio. COMMUNITY offers full brokerage
service through UVEST(R) member NASD/SIPC.
The markets in which the Banks operate continue to be highly
competitive. CITIZENS competes for loans and deposits with other
retail commercial banks, savings and loan associations, finance
companies, credit unions and other types of financial institutions
within the Mid-Ohio valley geographic area along the eastern border of
Ohio, extending into the northern panhandle of West Virginia and the
Tuscarawas and Carroll County geographic areas of northeastern Ohio.
COMMUNITY also encounters similar competition for loans and deposits
throughout the Athens, Hocking, and Fairfield County geographic areas
of central and southeastern Ohio.
The Company is regulated under the Bank Holding Company Act of 1956,
as amended (the "BHC Act"), and is subject to the supervision and
examination of the Board of Governors of the Federal Reserve System
(the Federal Reserve Board). The BHC Act requires the prior approval
of the Federal Reserve Board for a bank holding company to acquire or
hold more than a 5% voting interest in any bank. The BHC Act allows
interstate bank acquisitions anywhere in the country and interstate
branching by acquisition and consolidation in those states that did
not opt out by January 1997.
Other than as described more thoroughly below with respect to
activities that are "financial in nature," the Company is generally
prohibited by the Act from acquiring direct or indirect ownership or
control of more than five percent of the voting shares of any company
which is not a bank or bank holding company and from engaging directly
or indirectly in activities other than those of managing or
controlling banks or furnishing services to its subsidiaries.
In 1999, the Gramm-Leach-Bliley Act (the "GLB Act") was enacted into
law. The GLB Act made sweeping changes with respect to the permissible
financial services, which various types of financial institutions may
now provide. The Glass-Steagall Act, which had generally prevented
banks from affiliation with securities and insurance firms, was
repealed. Pursuant to the GLB Act, bank holding companies may elect to
become a "financial holding company," provided that all of the
depository institution subsidiaries of the bank holding company are
"well capitalized" and "well managed" under applicable regulatory
standards. Effective 2006, the Company is no loger a financial holding
company.
Under the GLB Act, a financial holding company may affiliate with
securities firms and insurance companies and engage in other
activities that are financial in nature. Activities that are
"financial in nature" include securities underwriting, dealing and
market-making, sponsoring mutual funds and investment companies,
insurance underwriting and agency, merchant banking, and activities
that the Federal Reserve Board has determined to be closely related to
banking.
The Company's banking subsidiaries are also subject to limitations
with respect to transactions with affiliates.
A substantial portion of the United Bancorp's cash revenues is derived
from dividends paid by its subsidiary banks. The subsidiary banks'
ability to pay dividends is subject to various legal and regulatory
constraints.
The Company's banking subsidiaries are subject to primary supervision,
regulation and examination by the Ohio Division of Financial
Institutions and the Federal Deposit Insurance Corporation (FDIC).
Federal regulators adopted risk-based capital guidelines and leverage
standards for banks and holding companies. A discussion of the impact of
risk-based capital guidelines and leverage standards is presented in Note L
to the audited consolidated financial statements of United Bancorp, Inc.,
captioned "Regulatory Capital."
The Financial Reform, Recovery and Enforcement Act of 1989 (FIRREA)
provides that a holding company's controlled insured depository
institutions are liable for any loss incurred by the Federal Deposit
Insurance Corporation in connection with the default of, or any
FDIC-assisted transaction involving an affiliated insured bank or savings
association.
Noncompliance with laws and regulations by financial holding companies and
banks can lead to monetary penalties and/or an increased level of
supervision or a combination of these two items. Management is not aware of
any current instances of material noncompliance with laws and regulations
and does not anticipate any problems maintaining compliance on a
prospective basis. Recent regulatory inspections and examinations of United
Bancorp, Inc. and its subsidiary banks have not disclosed any material
instances of noncompliance.
The earnings and growth of United Bancorp are affected not only by general
economic conditions, but also by the fiscal and monetary policies of the
federal government and its agencies, particularly the Federal Reserve
Board. The Federal Reserve Board's policies influence the amount of bank
loans and deposits and the interest rates charged and paid thereon, and
thus have an effect on earnings. The nature of future monetary policies and
the effect of such policies on the future business and earnings of United
Bancorp and its subsidiary banks cannot be predicted.
The Banks have no single customer or related group of customers whose
banking activities, whether through deposits or lending, would have a
material impact on the continued earnings capabilities if those activities
were removed.
EMPLOYEES
The Company itself, as a holding company, has no compensated employees.
CITIZENS has 82 full time employees, with 19 of these serving in a
management capacity and 36 part time employees. COMMUNITY has 32 full time
employees, with 7 serving in a management capacity and 18 part time
employees. The Company considers employee relations to be good at all
subsidiary locations.
INDUSTRY SEGMENTS
United Bancorp and its subsidiaries are engaged in one line of business,
banking. Item 8 of this 10-K provides financial information for United
Bancorp's business.
United Bancorp's internet website is www.unitedbancorp.com.
I DISTRIBUTION OF ASSETS, LIABILITIES AND STOCKHOLDERS EQUITY; INTEREST
RATES AND INTEREST DIFFERENTIAL
Refer to Management's Discussion and Analysis "Average Balances, Net
Interest Income and Yields Earned and Rates Paid" set forth at page 23
of our 2006 Annual Report, which is incorporated by reference.
II INVESTMENT PORTFOLIO
A The following table sets forth the carrying amount of securities at
December 31, 2006, 2005 and 2004:
December 31,
------------------------------
(In thousands) 2006 2005 2004
-------- -------- --------
AVAILABLE FOR SALE (AT MARKET)
US Government agency obligations $ 79,864 $ 75,483 $ 74,192
Mortgage-backed securities 28,221 35,440 42,706
Collateralized mortgage
obligations 765 2,230 4,783
State and municipal obligations 24,953 8,769 16,117
Equity securities 5 24 18
-------- -------- --------
$133,808 $121,946 $137,816
======== ======== ========
HELD TO MATURITY (AT COST)
State and municipal obligations $ 17,870 $ 20,262 $ 14,948
======== ======== ========
B Contractual maturities of securities at year-end 2006 were as follows:
Average
Amortized Estimated Tax Equivalent
Available for Sale Cost Fair Value Yield
------------------ --------- ---------- --------------
(Dollars in Thousands)
US GOVERNMENT AGENCY OBLIGATIONS
Under 1 Year $ 2,000 $ 1,979 5.75%
1-5 years 4,890 4,762 4.02%
5-10 years 20,517 20,180 4.95%
Over 10 years 53,945 52,943 5.48%
-------- -------- --------
Total 81,352 79,864 4.65%
-------- -------- --------
MORTGAGE-BACKED SECURITIES
1-5 years 5,407 5,279 3.89%
5-10 years 2,784 2,705 4.02%
Over 10 years 20,818 20,237 4.44%
-------- -------- --------
Total 29,009 28,221 4.30%
-------- -------- --------
COLLATERALIZED MORTGAGE OBLIGATIONS
1-5 years 218 214 4.10%
5-10 years -- -- 0.00%
Over 10 years 565 551 4.12%
-------- -------- --------
Total 783 765 4.00%
-------- -------- --------
STATE AND MUNICIPAL OBLIGATIONS
Under 1 Year 390 393 6.01%
1-5 years 1,413 1,446 5.91%
5-10 years 4,224 4,160 5.58%
Over 10 years 18,884 18,954 5.95%
-------- -------- --------
Total 24,911 24,953 5.99%
-------- -------- --------
OTHER SECURITIES
Equity securities 4 5 0.00%
-------- -------- --------
TOTAL SECURITIES AVAILABLE FOR SALE $136,059 $133,808 5.80%
======== ======== ========
HELD TO MATURITY
STATE AND MUNICIPAL OBLIGATIONS
Under 1 Year $ 475 $ 479 5.97%
1-5 years 2,643 2,735 5.98%
5-10 years 4,961 5,067 5.50%
Over 10 years 9,791 9,939 6.05%
-------- -------- --------
TOTAL SECURITIES HELD TO MATURITY $ 17,870 $ 18,220 5.88%
======== ======== ========
C Excluding holdings of U.S. Agency obligations, there were no
investments in securities of any one issuer exceeding 10% of the
Company's consolidated shareholders' equity at December 31, 2006.
III LOAN PORTFOLIO
A TYPES OF LOANS
The amounts of gross loans outstanding at December 31, 2006,
2005, 2004, 2003 and 2002 are shown in the following table
according to types of loans:
DECEMBER 31,
----------------------------------------------------
(In thousands) 2006 2005 2004 2003 2002
-------- -------- -------- -------- --------
Commercial loans $ 40,512 $ 32,675 $ 35,309 $ 28,049 $ 21,060
Commercial real estate loans 92,895 97,706 83,103 68,902 69,287
Residential real estate loans 56,167 57,746 55,062 52,237 52,535
Installment loans 41,943 43,884 41,973 49,421 45,006
-------- -------- -------- -------- --------
Total loans $231,517 $232,011 $215,447 $198,609 $187,888
======== ======== ======== ======== ========
Construction loans were not significant at any date indicated
above.
B MATURITIES AND SENSITIVITIES OF LOANS TO CHANGES IN INTEREST
RATES
The following is a schedule of commercial and commercial real
estate loans at December 31, 2006 maturing within the various
time frames indicated:
ONE YEAR ONE THROUGH AFTER
(In thousands) OR LESS FIVE YEARS FIVE YEARS TOTAL
-------- ----------- ---------- --------
Commercial loans $13,992 $18,200 $ 8,320 $ 40,512
Commercial real estate loans 58,633 29,858 4,404 92,895
------- ------- ------- --------
Total $72,625 $48,058 $12,724 $133,407
======= ======= ======= ========
The following is a schedule of fixed rate and variable rate
commercial and commercial real estate loans at December 31, 2006
due to mature after one year:
(In thousands) FIXED RATE VARIABLE RATE TOTAL > ONE YEAR
---------- ------------- ----------------
Commercial loans $ 8,926 $13,009 $21,935
Commercial real estate loans 9,939 28,908 38,847
------- ------- -------
Total $18,865 $41,917 $60,782
======= ======= =======
Variable rate loans are those loans with floating or adjustable
interest rates.
C RISK ELEMENTS
1. NONACCRUAL, PAST DUE, RESTRUCTURED AND IMPAIRED LOANS
The following schedule summarizes nonaccrual loans, accruing
loans which are contractually 90 days or more past due, and
impaired loans at December 31, 2006, 2005 and 2004:
DECEMBER 31,
--------------------------------------
(In thousands) 2006 2005 2004 2003 2002
------ ------ ------ ---- ----
Nonaccrual basis (1) $3,396 $1,144 $1,106 $101 $685
Accruing loans 90 days or greater past due 55 417 500 655 85
Impaired loans (2) (3) 3,122 875 -- -- --
Impaired loan with related allowance for unconfirmed losses $1,012 -- -- -- --
Impaired loan without related allowance for unconfirmed losses $2,110 $ 875 -- -- --
(1) There were no restructured loans at any of the dates indicated above.
(2) Loans considered impaired under the provisions of SFAS No. 114 and interest
recognized on a cash received basis were not material for 2002 through 2004
inclusive. Interest recognized on impaired loans in 2006 was $309,000
(3) Additional information incorporated by reference on pages 26 and 36 of the
Notes to Consolidated Financial Statements set forth in our 2006 Annual
Report, which is incorporated herein by reference
The additional amount of interest income that would have been
recorded on nonaccrual loans, had they been current, totaled
approximately $218,000 for the year ended December 31, 2006. At
that date, all impaired loans were commercial or commercial real
estate loans.
Interest income is not reported when full loan repayment is
doubtful, typically when the loan is impaired or payments are
past due over 90 days. Payments received on such loans are
reported as principal reductions.
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.
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.
2. POTENTIAL PROBLEM LOANS
The Company had no potential problem loans as of December 31,
2006 which have not been disclosed in Table C 1., but where known
information about possible credit problems of borrowers causes
management to have serious doubts as to the ability of such
borrowers to comply with the present loan repayment terms and
which may result in disclosure of such loans into one of the
problem loan categories.
3. LOAN CONCENTRATIONS
Refer to Page 56, Note J of Notes to Consolidated Financial
Statements set forth in our 2006 Annual Report, which is
incorporated herein by reference.
IV SUMMARY OF LOAN LOSS EXPERIENCE
For additional explanation of factors which influence management's
judgment in determining amounts charged to expense, refer pages 13 of
the "Management's Discussion and Analysis" and Notes to Consolidated
Financial Statements set forth in our 2006 Annual Report, which is
incorporated herein by reference.
A ANALYSIS OF THE ALLOWANCE FOR LOAN LOSSES
The following schedule presents an analysis of the allowance for
loan losses, average loan data and related ratios for the years
ended December 31, 2006, 2005, 2004, 2003 and 2002:
(Dollars in thousands) 2006 2005 2004 2003 2002
-------- -------- -------- -------- --------
LOANS
Loans outstanding $231,517 $232,011 $215,447 $198,608 $187,888
Average loans outstanding $234,436 $224,945 $208,658 $192,725 $184,131
ALLOWANCE FOR LOAN LOSSES
Balance at beginning of year $ 2,904 $ 2,995 $ 2,843 $ 2,971 $ 2,879
Loan Charge-offs:
Commercial 1,420 89 58 250 135
Commercial real estate -- -- -- 79 45
Residential real estate 350 331 16 28 84
Installment 377 342 645 459 507
-------- -------- -------- -------- --------
Total loan charge-offs 2,147 762 719 816 771
-------- -------- -------- -------- --------
Loan recoveries
Commercial 22 7 4 3 17
Commercial real estate -- -- -- -- --
Residential real estate 34 50 7 3 1
Installment 148 202 242 142 215
-------- -------- -------- -------- --------
Total loan recoveries 204 259 253 148 233
-------- -------- -------- -------- --------
Net loan charge-offs 1,943 503 466 668 538
Provision for loan losses 1,384 412 618 540 630
-------- -------- -------- -------- --------
Balance at end of year $ 2,345 $ 2,904 $ 2,995 $ 2,843 $ 2,971
======== ======== ======== ======== ========
Ratio of net charge-offs to average loans 0.83% 0.22% 0.22% 0.35% 0.29% 0.29%
-------- -------- -------- -------- -------- --------
B ALLOCATION OF THE ALLOWANCE FOR LOAN LOSSES
The following table allocates the allowance for possible loan
losses at December 31, 2006, 2005, 2004, 2003 and 2002.
Management adjusts the allowance periodically to account for
changes in national trends and economic conditions in the Banks'
service areas. The allowance has been allocated according to the
amount deemed to be reasonably necessary to provide for the
probability of losses being incurred within the following
categories of loans at the dates indicated:
(Dollars in
thousands) 2006 2005 2004 2003 2002
---------------------- ---------------------- ---------------------- ---------------------- ----------------------
Allowance % Loans to Allowance % Loans to Allowance % Loans to Allowance % Loans to Allowance % Loans to
Loan type Amount Total Loans Amount Total Loans Amount Total Loans Amount Total Loans Amount Total Loans
--------- --------- ----------- --------- ----------- --------- ----------- --------- ----------- --------- -----------
Commercial $ 636 17.50% $ 502 14.08% $ 530 16.39% $ 452 14.13% $ 361 11.21%
Commercial
Real
Estate 777 40.12% 1,092 42.11% 1,136 38.57% 1,005 34.69% 965 36.88%
Residential
Real
Estate 138 24.26% 310 24.89% 313 25.56% 387 26.30% 403 27.96%
Installment 442 18.12% 739 18.92% 532 19.48% 982 24.88% 879 23.95%
Unallocated 352 N/A 261 N/A 484 N/A 17 N/A 363 N/A
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Total $2,345 100.00% $2,904 100.00% $2,995 100.00% $2,843 100.00% $2,971 100.00%
====== ====== ====== ====== ====== ====== ====== ====== ====== ======
V DEPOSITS
A SCHEDULE OF AVERAGE DEPOSIT AMOUNTS AND RATES
Refer to Management's Discussion and Analysis and Results of
Operations "Average Balances, Net Interest Income and Yields
Earned and Rates Paid" set forth in our 2006 Annual Report and
incorporated herein by reference.
B MATURITY ANALYSIS OF TIME DEPOSITS GREATER THAN $100,000.
The time to remaining maturity for time deposits in excess of
$100,000 are:
(Dollars in thousands) 2006
-------
Less than 3 months $ 6,226
Over 3 through 6 months 5,422
Over 6 through 12 months 11,865
Over 12 months 22,705
-------
Totals $46,218
=======
VI RETURN ON EQUITY AND ASSETS
Our dividend payout ratio and equity to assets ratio:
DECEMBER 31,
----------------------
2006 2005 2004
------ ----- -----
Dividend Payout Ratio 106.67% 61.97% 55.71%
Equity to Assets 7.73% 7.88% 8.26%
For other ratios refer to the inside front cover of our 2006 Annual
Report to Shareholders, incorporated herein by reference.
VII SHORT-TERM BORROWINGS
Information concerning securities sold under agreements to repurchase
is summarized as follows:
(Dollars In thousands) 2006 2005 2004
------- ------- -------
Balance at December 31, $ 6,218 $ 7,142 $12,612
Weighted average interest rate at December 31 4.26% 2.49% 0.96%
Average daily balance during the year $10,557 $10,129 $ 9,013
Average interest rate during the year 4.18% 2.58% 0.92%
Maximum month-end balance during the year $22,659 $14,555 $12,632
Securities sold under agreements to repurchase are financing
arrangements whereby the Company sells securities and agrees to
repurchase the identical securities at the maturities of the
agreements at specified prices.
Information concerning the cash management line of credit from the
Federal Home Loan Bank of Cincinnati, Ohio is summarized as follows:
(In thousands) 2006 2005 2004
------- ------- -------
Balance at December 31, $33,175 $35,000 $32,500
Weighted average interest rate at December 31, 5.79% 3.62% 2.70%
Average daily balance during the year $31,034 $27,217 $29,466
Average interest rate during the year 4.99% 3.44% 1.90%
Maximum month-end balance during the year $39,510 $36,057 $36,895
No other individual component of borrowed funds comprised more than
30% of shareholders' equity and accordingly is not disclosed in
detail.
SUPPLEMENTAL ITEM - EXECUTIVE OFFICERS OF THE REGISTRANT
Pursuant to General Instruction G(3) of Form 10-K, the following
information on the executive officers of the Company is included as an
additional item in Part I:
Executive Officers Positions
held with Company;
Name Age Business Experience
---- --- ----------------------------
James W. Everson 68 Chairman, President and Chief Executive Officer
Scott Everson 39 Senior Vice President and Chief Operating Officer
Randall M. Greenwood 43 Senior Vice President and Chief Financial
Officer, Treasurer
James A. Lodes 61 Vice President - Lending
Norman F. Assenza, Jr. 61 Vice President - Operations and Secretary
Michael A. Lloyd 38 Vice President - Information Systems
Each individual has held the position noted during the past five
years, except for the following:
Scott A. Everson served as President and Chief Operating Officer from
April 2002 to November 2004 and Senior Vice President, Operations and
Retail Banking, of The Citizens Savings Bank from May 1999 to April
2002. Prior to that he served as Assistant Vice President/Branch
Manager Bridgeport Office from 1997 to May 1999. In addition, he is
currently President and Chief Executive Office and a Director of The
Citizens Savings Bank. He has held this position since November 2004.
Michael A. Lloyd served as Senior Vice President Management
Information Systems from October 1999 to April 2002 of the Citizens
Savings Bank and prior to that he served as Vice President Management
Information Systems from April 1999 to October 1999. He served as Data
Processing Manager from 1994 to April 1999 for The Citizens Savings
Bank.
Each of these Executive Officers are serving at-will in their current
positions. The Officers have held the positions for the following time
periods: James W. Everson, 24 years, Norman F. Assenza, Jr., 24 years,
James A. Lodes, 11 years, and Randall M. Greenwood, 9 years.
ITEM 1A. RISK FACTORS
An investment in the Company's common stock is subject to risks inherent to
the Company's business. The material risks and uncertainties that
management believes affect the Company are described below. Before making
an investment decision, investors should carefully consider the risks and
uncertainties described below together with all the other information
included or incorporated by reference in this report. The risks and
uncertainties described below are not the only ones facing the Company.
Additional risks and uncertainties that Management is not aware of or
focused on or that management currently deems immaterial may also impair
the Company's business operations. This report is qualified in its entirety
by these risk factors.
If any of the following risks actually occur, the Company's financial
condition and results of operations could be materially and adversely
affected. If this were to happen, the value of the Company's common stock
could decline significantly, and investors would lose all or part of their
investment.
RISKS RELATED TO THE COMPANY'S BUSINESS
INTEREST RATE RISK - The Company's earnings and cash flows are largely
dependent upon its net interest income. Net interest income is the
difference between interest income earned on interest earning assets such
as loans and securities and interest income paid on interest bearing
liabilities such as deposits and borrowings. Interest rates are highly
sensitive to many factors that are beyond the Company's control, including
general economic and market conditions and policies of various governmental
and regulatory agencies and, in particular, the Board of Governors of the
Federal Reserve System. Changes in monetary policy, including changes in
interest rates, could influence not only the interest the Company receives
on loans and investment securities and the amount of interest it pays on
deposits and borrowings, but such changes could also affect the Company's
ability to originate loans and obtain deposits and the fair values of the
Company's financial assets and liabilities. If the interest rates paid on
deposits and other borrowings increase at a faster rate or decrease at a
slower rate than the interest rates received on loans and investments, the
Company's net interest income, and therefore earnings, could be adversely
affected.
Although management believes it has implemented effective asset and
liability management strategies to reduce the potential effects of changes
in interest rates on the Company's results of operations, any substantial,
unexpected, or prolonged change in market interest rates or in the term
structure of interest rates could have a material adverse effect on the
Company's financial condition and results of operations. See Item 7A.
Quantitative and Qualitative Disclosures about Market Risk in this report
for further discussion related to the Company's management if interest rate
risk.
LENDING RISK - There are inherent risks associated with the Company's
lending activities. These risks include, among other things, the impact of
changes in interest rates and changes in economic conditions in the markets
where the Company operates as well as those across the State of Ohio and
the United States. Increases in interest rates and/or weakening economic
conditions could adversely impact the ability of borrowers to repay
outstanding loans or the value of the collateral securing these loans. The
Company is also subject to various laws and regulations that affect its
lending activities. Failure to comply with applicable laws and regulations
could subject the Company to regulatory enforcement action that could
result in the assessment of significant civil money penalties against the
Company.
The Company maintains an Allowance for Loan Losses, which is a reserve
established through a provision for loan losses charged to expense, that
represents management's best estimate of probable loan losses that have
been incurred within the existing portfolio of loans. The Allowance, in the
judgment of management, is necessary to reserve for estimated loan losses
and risks inherent in the loan portfolio. The level of the Allowance
reflects management's continuing evaluation of loan loss experience,
current loan portfolio quality, present economic, political, and regulatory
conditions, and unidentified losses inherent in the current loan portfolio.
The determination of the appropriate level of the Allowance inherently
involves a high degree of subjectivity and requires the Company to make
significant estimates of current credit risks and future trends, all of
which may undergo material changes. Changes in economic conditions
affecting borrowers, new information regarding existing loans,
identification of additional problem loans, and other factors, both within
and outside of the Company's control, may require an increase in the
Allowance. In addition, bank regulatory agencies periodically
review the Company's Allowance and may require an increase in the provision
for loan losses or the recognition of further loan charge-offs, based on
judgments different from those of management.
ECONOMIC RISK - The Company's success depends significantly on the general
economic conditions of Southeastern and Central Ohio. Unlike larger
regional or national banks that are more geographically diversified, the
Company provides banking and financial services to customers primarily in
Southeast and Central Ohio and Northeast West Virginia. The local economic
conditions in these areas have a significant impact on the demand for the
Company's products and services as well as the ability of the Company's
customers to repay loans, the value of the collateral securing loans, and
the stability of the Company's deposit funding sources. A significant
decline in general economic conditions caused by inflation, recession, acts
of terrorism, unemployment, changes in securities markets or other factors
could impact these local economic conditions and, in turn, have a material
adverse effect on the Company's financial condition and results of
operations.
COMPETITIVE RISK - The Company faces substantial competition in all areas
of its operations from a variety of different competitors, many of which
are larger and may have more financial resources. Such competitors
primarily include regional and national banks within the market the Company
operates. The Company also faces competition from many other types of
financial institutions, including savings and loan institutions, credit
unions, finance companies, brokerage firms, insurance companies, and other
financial intermediaries. The financial services industry could become even
more competitive as a result of legislative, regulatory, and technological
changes and continued consolidation. Banks, securities firms, and insurance
companies can merge under the umbrella of a financial holding company,
which can offer virtually any type of financial service, including banking,
securities underwriting, and insurance. Also, technology has lowered
barriers to entry and made it possible for non-banks to offer products and
services traditionally provided by banks, such as automatic transfer and
automatic payment systems. Many of the Company's competitors have fewer
regulatory constraints, and may have lower cost structures. Additionally,
many competitors may be able to achieve economies of scale, and as a
result, may offer a broader range of products and services as well as
better pricing for those products and services. Increased competition could
adversely affect the Company's growth and profitability, which, in turn,
could have a material adverse effect on the Company's financial condition
and results of operations.
REGULATORY RISK - The Company is subject to extensive federal and state
regulation and supervision. Banking regulations are primarily intended to
protect depositors' funds, federal deposit insurance funds, and the banking
system as a whole, not shareholders. These regulations affect the Company's
lending practices, capital structure, investment practices, dividend
policy, and growth, among other things. Congress and federal regulatory
agencies continually review banking laws, regulations, and policies for
possible changes. Changes to statutes, regulations, or regulatory policies,
including changes in interpretation or implementation of statutes,
regulations, or policies, could affect the Company in substantial and
unpredictable ways. Such changes could subject the Company to additional
costs, limit the types of financial services and products the Company may
offer and/or increase the ability of non-banks to offer competing financial
products and services, among other things. Failure to comply with laws,
regulations, or policies could result in sanctions by regulatory agencies,
civil money penalties, and/or reputation damage, which could have a
material adverse effect on the Company's business, financial condition, and
results of operations. While the Company has policies and procedures
designed to prevent any such violations, there can be no assurance that
such violations will not occur.
FAILURE OR CIRCUMVENTION OF CONTROLS AND PROCEDURES - Management regularly
reviews and updates the Company's internal controls, disclosure controls,
and procedures, and corporate governance policies and procedures. Any
system of controls, however well designed and operated, is based in part on
certain assumptions and can provide only reasonable, not absolute,
assurances that the objectives of the system are met. Any failure or
circumvention of the Company's controls and procedures or failure to comply
with regulations related to controls and procedures could have a material
adverse effect on the Company's business, results of operations, and
financial condition.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2 PROPERTIES
The Company owns and operates its Main Office in Martins Ferry, Ohio and
the following offices:
Location
--------
Bridgeport, Ohio Owned
Colerain, Ohio Owned
Jewett, Ohio Owned
St. Clairsville, Ohio Leased
Dover, Ohio Owned
Dellroy, Ohio Owned
New Philadelphia, Ohio Owned
Strasburg, Ohio Owned
Sherrodsville, Ohio Owned
Glouster, Ohio Owned
Glouster, Ohio Owned
Amesville, Ohio Owned
Nelsonville, Ohio Owned
Lancaster, Ohio Owned
Lancaster, Ohio Owned
Lancaster, Ohio Owned
Management believes the properties described above to be in good operating
condition for the purpose for which they are used. The properties are
unencumbered by any mortgage or security interest and is, in management's
opinion, adequately insured.
ITEM 3 LEGAL PROCEEDINGS
There are no material legal proceedings, other than ordinary routine
litigation incidental to its business, to which the Company or its
subsidiaries is a party or to which any of its property is subject.
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to shareholders for a vote during the fourth
quarter of 2006.
PART II
ITEM 5 MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES
Refer to Page 3, "Shareholder Information" of the 2006 Annual Report To
Shareholders and refer to Page 42, Note A, Number 20, of the Notes to the
Consolidated Financial Statements of the Company in the 2006 Annual Report
To Shareholders for common stock trading ranges, cash dividends declared
and information relating to dividend restrictions, which are incorporated
herein by reference.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
ISSUER PURCHASES OF EQUITY SECURITIES
(C)
TOTAL NUMBER OF (D)
SHARES (OR MAXIMUM NUMBER (OR
(A) UNITS) PURCHASED APPROXIMATE DOLLAR
TOTAL NUMBER (B) AS PART OF VALUE) OF SHARES (OR
OF SHARES (OR AVERAGE PRICE PUBLICLY UNITS) THAT MAY YET
UNITS) PAID PER SHARE ANNOUNCED PLANS BE PURCHASED UNDER
PERIOD PURCHASED (OR UNIT) OR PROGRAMS THE PLANS OR PROGRAMS
------ ------------- -------------- ---------------- ---------------------
Month #l
10/1/2006 to
10/31/2006
Month #2
11/1/2006 to
11/30/2006
Month #3
12/1/2006 to
12/31/2006 5,688 $ 9.91 5,688 $1,943,626
Total 5,688 $11.95 5,688 $1,943,626
UNITED BANCORP PURCHASED THESE SHARES UNDER A STOCK PURCHASE 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.
UNITED BANCORP, INC.
TOTAL RETURN PERFORMANCE
(PERFORMANCE GRAPH)
PERIOD ENDING
---------------------------------------------------------------
INDEX 12/31/01 12/31/02 12/31/03 12/31/04 12/31/05 12/31/06
----- -------- -------- -------- -------- -------- --------
United Bancorp, Inc. 100.00 109.64 162.31 151.77 141.55 133.63
NASDAQ Composite 100.00 68.76 103.67 113.16 115.57 127.58
SNL Bank Index 100.00 91.69 123.69 138.61 140.50 164.35
SNL $250M-$500M Bank Index 100.00 128.95 186.31 211.46 224.51 234.58
SNL Midwest Bank Index 100.00 96.47 123.48 139.34 134.26 155.19
Dow Jones 100.00 84.99 109.03 114.82 116.79 139.03
ITEM 6 SELECTED CONSOLIDATED FINANCIAL DATA
Refer to inside front cover, "Decade of Progress" of the 2006 Annual Report
To Shareholders, which is incorporated herein by reference.
ITEM 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Refer to Pages 12-26, "Management's Discussion and Analysis" of the 2006
Annual Report To Shareholders.
CRITICAL ACCOUNTING POLICY
The consolidated financial statements are prepared in accordance with
accounting principles generally accepted in the United States of America
and follow general practices within the financial services industry. The
application of these principles requires management to make certain
estimates, assumptions and judgements 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 judgements.
The procedures for assessing the adequacy of the allowance for loan losses
reflect our evaluations of credit risk after careful consideration of all
information available to management. In developing this assessment,
management must rely on estimates and exercise judgement regarding matters
where the ultimate outcome is unknown such as economic factors, development
affecting companies in specific industries and issues with respect to
single borrowers. Depending on changes in circumstances, future assessments
of credit risk may yield materially different results, which may require an
increase or a decrease in the allowance for loan losses.
The allowance is regularly reviewed by management to determine whether the
amount is considered adequate to absorb probable losses. This evaluation
includes specific loss estimates on certain individually reviewed loans,
statistical losses, 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 loss is maintained at a level believed adequate by
management to absorb probable 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.
The following table sets forth the Company's contractual obligations at December
31, 2006:
PAYMENT DUE BY PERIOD
-------------------------------------------------------
LESS THAN MORE THAN
CONTRACTUAL OBLIGATIONS TOTAL 1 YEAR 1-3 YEARS 3-5 YEARS 5 YEARS
----------------------- ------- --------- --------- --------- ---------
Long term debt obligations $44,135 $39,799 $1,268 $1,160 $1,908
Operating lease obligations 130 26 52 52 --
Loan and standby letters
of credit commitments 46,802 46,802 -- -- --
------- ------- ------ ------ ------
Total $91,067 $86,627 $1,320 $1,212 $1,908
======= ======= ====== ====== ======
ITEM 7A QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Refer to Page 19-21 "Asset/Liability Management and Sensitivity to Market
Risks" of the 2006 Annual Report to Shareholders, which is incorporated
herein by reference.
ITEM 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Refer to the 2006 Annual Report To Shareholders, which is incorporated
herein by reference.
ITEM 9 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
Not applicable.
ITEM 9A 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 as of December 31,
2006, pursuant to the requirements of Exchange Act Rule 13a-15. 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 December 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
December 31, 2006 that has materially affected, or is reasonably likely to
materially affect, the Company's internal control over financial reporting.
ITEM 9B OTHER INFORMATION
None.
PART III
ITEM 10 DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information concerning executive officers of the Company is set forth in
Part I, "Supplemental Item - Executive Officers of Registrant." Other
information responding to this Item 10 is included in the Registrant's
Proxy Statement for the 2007 Annual Meeting of Shareholders and is
incorporated by reference under the captions "Proposal 1 - Election of
Directors" and "Section 16(a) Beneficial Ownership Reporting Compliance".
Information concerning the Audit Committee Financial Expert is included in
the Registrant's Proxy Statement for the 2007 Annual Meeting of
Shareholders under the caption "Committees of the Board - Audit Committee",
and is incorporated herein by reference.
The Company's Board of Directors has adopted a Code of Ethics that applies
to its Principal Executive, Principal Financial, and Principal Accounting
Officers. A copy of the Company's Code of Ethics is posted and can be
viewed on the Company's internet web site at http://www.unitedbancorp.com.
In the event the Company amends or waives any provision of its Code of
Ethics which applies to its Principal Executive, Principal Financial, or
Principal Accounting Officers, and which relates to any element of the code
of ethics definition set forth in Item 406(b) of Regulation S-K, the
Company shall post a description of the nature of such amendment or waiver
on its internet web site. With respect to a waiver of any relevant
provision of the code of ethics, the Company shall also post the name of
the person to whom the waiver was granted and the date of the waiver grant.
ITEM 11 EXECUTIVE COMPENSATION
The information required by this item is incorporated by reference from the
captions titled "Executive Compensation and Other Information" and
"Compensation Committee Interlocks and Insider Participation in
Compensation Decisions" of the Registrant's Proxy Statement for 2007 Annual
Meeting of Shareholders.
ITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCK HOLDER MATTERS
The information contained in the Registrant's Proxy Statement for the 2007
Annual Meeting of Shareholders under the caption "Ownership of Voting
Shares" is incorporated herein by reference. The following table is a
disclosure of securities authorized for issuance under equity compensation
plans:
EQUITY COMPENSATION PLAN INFORMATION
-------------------------------------------------------------
Number of securities
Number of remaining available
securities to be for future issuance
issued upon Weighted-average under equity
exercise of exercise price of compensation plans
outstanding outstanding (excluding securities
options, warrants options, warrants reflected in column
and rights and rights (a))
----------------- ----------------- ---------------------
Equity compensation plans approved by
security holders 69,489 $10.23 0
Equity compensation plans not approved
by security holders
------ ------ ---
Total 69,489 $10.23 0
====== ====== ===
ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this item is incorporated herein by reference
to the sections in the Registrant's Proxy Statement for the 2007 Annual
Meeting of Shareholders captioned "Compensation Committee Interlocks and
Insider Participation in Compensation Decisions," "Certain Transactions"
and "Proposal 1-Election of Directors."
ITEM 14 PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this item is incorporated by reference from the
section under the caption "Principal Accounting Firm Fees" of the
Registrant's Proxy Statement for the 2007 Annual Meeting of Shareholders.
PART IV
ITEM 15 EXHIBITS AND FINANCIAL STATEMENT/SCHEDULES
FINANCIAL STATEMENTS
(a) The following Consolidated Financial Statements and related Notes to
Consolidated Financial Statements, together with the report of
Independent Registered Public Accounting Firm dated March 23, 2007,
appear on pages 29 through 60 of the United Bancorp, Inc. 2005 Annual
Report and are incorporated herein by reference.
Consolidated Statements of Financial Condition
December 31, 2006 and 2005
Consolidated Statements of Earnings for the Years Ended
December 31, 2006, 2005 and 2004
Consolidated Statements of Shareholders' Equity for the
Years Ended
December 31, 2006, 2005 and 2004
Consolidated Statements of Cash Flows for the Years Ended
December 31, 2006, 2005 and 2004
Notes to Consolidated Financial Statements for the Years Ended
December 31, 2006, 2005 and 2004
Report of Independent Registered Public Accounting Firm
EXHIBITS
Exhibit
Number Exhibit Description
------- -------------------
3.1 Amended Articles of Incorporation (1)
3.2 Amended Code of Regulations (2)
10.1 James W. Everson Change in Control Agreement (3)
10.2 Randall M. Greenwood Change in Control agreement (3)
10.3 Scott A. Everson Change in Control Agreement (3)
10.4 Norman F. Assenza Change in Control Agreement (3)
10.5 James A. Lodes Change in Control Agreement (3)
10.6 Michael A. Lloyd Change in Control Agreement (3)
10.7 United Bancorp, Inc. Stock Option Plan (4)
10.8 United Bancorp, Inc. and Subsidiaries Director Supplemental Life
Insurance Plan, covering Messrs. Hoopingarner, McGehee, Riesbeck and
Thomas. (5)
10.9 United Bancorp, Inc. and Subsidiaries Senior Executive Supplemental
Life Insurance Plan, covering James W. Everson, Scott A. Everson,
Randall M. Greenwood, Norman F. Assenza, Michael A. Lloyd and James A.
Lodes. (5)
10.10 United Bancorp, Inc. and United Bancorp, Inc. Affiliate Banks
Directors Deferred Compensation Plan. (5)
10.11 Amended and Restated Trust Agreement among United Bancorp, Inc. as
Depository, Wilmington Trust Company, as Property Trustee, Wilmington
Trust Company, as Delaware Trustee, and Administrative Trustees, dated
as of November 17, 2005. (6)
10.12 Junior Subordinated Indenture between United Bancorp, Inc. and
Wilmington Trust Company, as Trustee, dated as of November 17, 2005.
(6)
10.13 Guaranty Agreement between United Bancorp, Inc., as Guarantor, and
Wilmington Trust Company, as Guarantee Trustee, dated as of November
17, 2005. (6)
13 2006 Annual Report
21 Subsidiaries of the Registrant (5)
23 Consent of Grant Thornton, LLP
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.
(3) Incorporated by reference to the registrant's 10-K filed with the
Securities and Exchange Commission on March 27, 2003.
(4) Incorporated by reference to Exhibit A to the registrant's Definitive Proxy
Statement filed with the Securities and Exchange Commission on March 11,
1996.
(5) Incorporated by reference to the registrant's 10-K filed with the
Securities and Exchange Commission on March 29, 2004.
(6) Incorporated by reference to the registrant's 10K filed with the Securities
and Exchanges Commission on March 30, 2006.
UNITED BANCORP INC.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
(Registrant) United Bancorp, Inc.
By: /s/ James W. Everson March 29, 2007
---------------------------------
James W. Everson,
Chairman, President & CEO
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
By: /s/ James W. Everson March 29, 2007
---------------------------------
James W. Everson, Chairman,
President & CEO
By: /s/ Randall M. Greenwood March 29, 2007
---------------------------------
Randall M. Greenwood,
Senior Vice President & CFO
By: /s/ Michael J. Arciello March 29, 2007
---------------------------------
Michael J. Arciello, Director
By: /s/ Terry A. McGhee March 29, 2007
---------------------------------
Terry A. McGhee, Director
By: /s/ John M. Hoopingarner March 29, 2007
---------------------------------
John M. Hoopingarner, Director
By: /s/ Richard L. Riesbeck March 29, 2007
---------------------------------
Richard L. Riesbeck, Director
By: /s/ L.E. Richardson, Jr. March 29, 2007
---------------------------------
L.E. Richardson, Jr. , Director
By: /s/ Matthew C. Thomas March 29, 2007
---------------------------------
Matthew C. Thomas, Director
UNITED BANCORP INC.
EXHIBIT INDEX
Exhibit
Number Exhibit Description
------- -------------------
3.1 Amended Articles of Incorporation (1)
3.2 Amended Code of Regulations (2)
10.1 James W. Everson Change in Control Agreement (3)
10.2 Randall M. Greenwood Change in Control agreement (3)
10.3 Scott A. Everson Change in Control Agreement (3)
10.4 Norman F. Assenza Change in Control Agreement (3)
10.5 James A. Lodes Change in Control Agreement (3)
10.6 Michael A. Lloyd Change in Control Agreement (3)
10.7 United Bancorp, Inc. Stock Option Plan (4)
10.8 United Bancorp, Inc. and Subsidiaries Director Supplemental Life
Insurance Plan, covering Messrs. Hoopingarner, McGehee, Riesbeck and
Thomas. (5)
10.9 United Bancorp, Inc. and Subsidiaries Senior Executive Supplemental
Life Insurance Plan, covering James W. Everson, Scott A. Everson,
Randall M. Greenwood, Norman F. Assenza, Michael A. Lloyd and James A.
Lodes. (5)
10.10 United Bancorp, Inc. and United Bancorp, Inc. Affiliate Banks
Directors Deferred Compensation Plan. (5)
10.11 Amended and Restated Trust Agreement among United Bancorp, Inc. as
Depository, Wilmington Trust Company, as Property Trustee, Wilmington
Trust Company, as Delaware Trustee, and Administrative Trustees, dated
as of November 17, 2005. (6)
10.12 Junior Subordinated Indenture between United Bancorp, Inc. and
Wilmington Trust Company, as Trustee, dated as of November 17, 2005.
(6)
10.13 Guaranty Agreement between United Bancorp, Inc., as Guarantor, and
Wilmington Trust Company, as Guarantee Trustee, dated as of November
17, 2005. (6)
13 2006 Annual Report
21 Subsidiaries of the Registrant (5)
23 Consent of Grant Thornton, LLP
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.
(3) Incorporated by reference to the registrant's 10-K filed with the
Securities and Exchange Commission on March 27, 2003.
(4) Incorporated by reference to Exhibit A to the registrant's Definitive Proxy
Statement filed with the Securities and Exchange Commission on March 11,
1996.
(5) Incorporated by reference to the registrant's 10-K filed with the
Securities and Exchange Commission on March 29, 2004.
(6) Incorporated by reference to the registrant's 10K filed with the Securities
and Exchanges Commission on March 30, 2006.