UNITED BANCORP INC /OH/ - Quarter Report: 2010 September (Form 10-Q)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
(Mark
One)
x
|
QUARTERLY
REPORT PURSUANT TO 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For the
quarterly period ended September 30,
2010
OR
¨
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE
ACT
|
For the
transition period from ____________ to _______________
Commission
File Number: 0-16540
UNITED BANCORP,
INC.
|
(Exact
name of registrant as specified in its
charter)
|
Ohio
|
34-1405357
|
|
(State
or other jurisdiction of
|
(IRS
Employer Identification No.)
|
|
incorporation
or organization)
|
|
201 South Fourth Street, Martins Ferry, Ohio
43935-0010
|
(Address
of principal executive offices)
|
(740) 633-0445
|
(Registrant’s
telephone number, including area
code)
|
N/A
|
(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 has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). ¨ Yes ¨ No
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company.
See definition of “accelerated filer”, “large accelerated filer,” and “small
reporting company” in Rule 12b-2 of the Exchange Act. (Check
one):
Large
accelerated filer ¨ Accelerated
filer ¨ Non-accelerated
filer ¨ Smaller
Reporting Company 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
Indicate
the number of shares outstanding of the issuer’s classes of common stock as of
the latest practicable date: As of November 1, 2010, 5,307,744 shares of
the Company’s common stock, $1.00 par value, were issued and
outstanding.
PART
I - FINANCIAL INFORMATION
|
||
Item
1 Condensed Consolidated Balance Sheets
|
3
|
|
Condensed
Consolidated Statements of Income
|
4
|
|
Condensed
Consolidated Statements of Comprehensive Income
|
5
|
|
Condensed
Consolidated Statements of Cash Flows
|
6
|
|
Notes
to Condensed Consolidated Financial Statements
|
8
|
|
Item
2 Management’s Discussion and Analysis of Financial Condition
and Results of Operations
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22
|
|
Item
3 Quantitative and Qualitative Disclosures About Market
Risk
|
30
|
|
Item
4 Controls and Procedures
|
30
|
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PART
II - OTHER INFORMATION
|
||
Item
1 Legal Proceedings
|
31
|
|
Item
1A Risk Factors
|
31
|
|
Item
2 Unregistered Sales of Equity Securities and Use of
Proceeds
|
31
|
|
Item
3 Defaults Upon Senior Securities
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32
|
|
Item
4 Other Information
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32
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Item
5 Exhibits
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32
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SIGNATURES
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33
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2
ITEM
1. Financial Statements
United
Bancorp, Inc.
Condensed
Consolidated Balance Sheets
(In
thousands, except share data)
September 30,
|
December 31,
|
|||||||
2010
|
2009
|
|||||||
(Unaudited)
|
||||||||
Assets
|
||||||||
Cash
and due from banks
|
$ | 5,568 | $ | 4,862 | ||||
Interest-bearing
demand deposits
|
35,400 | 11,409 | ||||||
Federal
funds sold
|
–– | 15,000 | ||||||
Cash
and cash equivalents
|
40,968 | 31,271 | ||||||
Certificates
of deposit in other financial institutions
|
4,091 | 17,575 | ||||||
Available-for-sale
securities
|
83,052 | 96,585 | ||||||
Held-to-maturity
securities
|
8,382 | 14,277 | ||||||
Loans,
net of allowance for loan losses of $2,755 and $2,390 at September 30,
2010 and December 31, 2009, respectively
|
274,756 | 255,336 | ||||||
Premises
and equipment
|
8,267 | 8,689 | ||||||
Federal
Home Loan Bank stock
|
4,810 | 4,810 | ||||||
Foreclosed
assets held for sale, net
|
1,741 | 1,378 | ||||||
Intangible
assets
|
572 | 656 | ||||||
Accrued
interest receivable
|
1,845 | 2,218 | ||||||
Deferred
income taxes
|
- | 333 | ||||||
Bank-owned
life insurance
|
10,309 | 10,018 | ||||||
Other
assets
|
4,065 | 2,824 | ||||||
Total
assets
|
$ | 442,858 | $ | 445,970 | ||||
Liabilities
and Stockholders’ Equity
|
||||||||
Liabilities
|
||||||||
Deposits
|
||||||||
Demand
|
$ | 137,683 | $ | 130,363 | ||||
Savings
|
51,885 | 45,497 | ||||||
Time
|
150,861 | 168,683 | ||||||
Total
deposits
|
340,429 | 344,543 | ||||||
Short-term
borrowings
|
15,074 | 10,277 | ||||||
Federal
Home Loan Bank advances
|
43,584 | 49,128 | ||||||
Subordinated
debentures
|
4,000 | 4,000 | ||||||
Deferred
income taxes
|
240 | –– | ||||||
Interest
payable and other liabilities
|
2,898 | 2,811 | ||||||
Total
liabilities
|
406,225 | 410,759 | ||||||
Commitments
and Contingencies
|
–– | –– | ||||||
Stockholders’
Equity
|
||||||||
Preferred
stock, no par value, authorized 2,000,000 shares; no shares
issued
|
–– | –– | ||||||
Common
stock, $1 par value; authorized 10,000,000 shares; issued 5,370,304
shares
|
5,370 | 5,370 | ||||||
Additional
paid-in capital
|
20,781 | 22,830 | ||||||
Retained
earnings
|
14,855 | 12,761 | ||||||
Stock
held by deferred compensation plan; 170,628 and 155,198 shares at
September 30, 2010 and December 31, 2009, respectively
|
(1,619 | ) | (1,478 | ) | ||||
Unearned
ESOP compensation
|
(2,361 | ) | (2,512 | ) | ||||
Accumulated
other comprehensive income (loss)
|
300 | (507 | ) | |||||
Treasury
stock, at cost
|
||||||||
September
30, 2010 – 62,560 shares, December 31, 2009 – 113,493
shares
|
(693 | ) | (1,253 | ) | ||||
Total
stockholders’ equity
|
36,633 | 35,211 | ||||||
Total
liabilities and stockholders’ equity
|
$ | 442,858 | $ | 445,970 |
See
Notes to Condensed Consolidated Financial Statements
3
United
Bancorp, Inc.
Condensed
Consolidated Statements of Income
(In
thousands, except per share data)
Three months ended
|
Nine months ended
|
|||||||||||||||
September 30,
|
September 30,
|
|||||||||||||||
2010
|
2009
|
2010
|
2009
|
|||||||||||||
(Unaudited)
|
||||||||||||||||
Interest
and dividend income
|
||||||||||||||||
Loans,
including fees
|
$ | 4,493 | $ | 4,227 | $ | 13,022 | $ | 12,416 | ||||||||
Taxable
securities
|
443 | 981 | 1,906 | 3,372 | ||||||||||||
Non-taxable
securities
|
367 | 424 | 1,166 | 1,290 | ||||||||||||
Federal
funds sold
|
24 | 17 | 57 | 34 | ||||||||||||
Dividends
on Federal Home Loan Bank stock and other
|
76 | 192 | 295 | 503 | ||||||||||||
Total
interest and dividend income
|
5,403 | 5,841 | 16,446 | 17,615 | ||||||||||||
Interest
expense
|
||||||||||||||||
Deposits
|
||||||||||||||||
Demand
|
34 | 93 | 130 | 387 | ||||||||||||
Savings
|
15 | 44 | 65 | 124 | ||||||||||||
Time
|
1,018 | 1,321 | 3,324 | 4,028 | ||||||||||||
Borrowings
|
515 | 553 | 1,582 | 1,573 | ||||||||||||
Total
interest expense
|
1,582 | 2,011 | 5,101 | 6,112 | ||||||||||||
Net
interest income
|
3,821 | 3,830 | 11,345 | 11,503 | ||||||||||||
Provision
for loan losses
|
321 | 338 | 1,051 | 996 | ||||||||||||
Net
interest income after provision for loan losses
|
3,500 | 3,492 | 10,294 | 10,507 | ||||||||||||
Noninterest
income
|
||||||||||||||||
Service
charges on deposit accounts
|
568 | 593 | 1,726 | 1,679 | ||||||||||||
Realized
gains on sales of securities
|
47 | –– | 47 | 25 | ||||||||||||
Realized
gains on sales of loans
|
48 | 56 | 92 | 106 | ||||||||||||
Realized
gains on sales of other real estate and repossessed assets
|
37 | 8 | 36 | 87 | ||||||||||||
Other
income
|
196 | 171 | 630 | 533 | ||||||||||||
Total
noninterest income
|
896 | 828 | 2,531 | 2,430 | ||||||||||||
Noninterest
expense
|
||||||||||||||||
Salaries
and employee benefits
|
1,747 | 1,673 | 5,269 | 4,960 | ||||||||||||
Occupancy
and equipment
|
433 | 424 | 1,280 | 1,227 | ||||||||||||
Professional
services
|
174 | 99 | 568 | 526 | ||||||||||||
Insurance
|
97 | 79 | 292 | 291 | ||||||||||||
FDIC
Insurance
|
137 | 224 | 377 | 683 | ||||||||||||
Franchise
and other taxes
|
126 | 129 | 384 | 375 | ||||||||||||
Advertising
|
93 | 43 | 240 | 229 | ||||||||||||
Stationery
and office supplies
|
57 | 61 | 196 | 230 | ||||||||||||
Amortization
of intangibles
|
30 | 26 | 84 | 93 | ||||||||||||
Core
processing conversion expenses
|
184 | –– | 184 | –– | ||||||||||||
Provision
for losses on foreclosed real estate
|
70 | –– | 70 | –– | ||||||||||||
Other
expenses
|
539 | 662 | 1,585 | 1,682 | ||||||||||||
Total
noninterest expense
|
3,687 | 3,420 | 10,529 | 10,296 | ||||||||||||
Income
before federal income taxes
|
709 | 900 | 2,296 | 2,641 | ||||||||||||
Federal
income taxes
|
(1 | ) | 143 | 202 | 411 | |||||||||||
Net
income
|
$ | 710 | $ | 757 | $ | 2,094 | $ | 2,230 | ||||||||
EARNINGS
PER COMMON SHARE
|
||||||||||||||||
Basic
|
$ | 0.15 | $ | 0.16 | $ | 0.43 | $ | 0.48 | ||||||||
Diluted
|
$ | 0.15 | $ | 0.16 | $ | 0.43 | $ | 0.48 | ||||||||
DIVIDENDS
PER COMMON SHARE
|
$ | 0.14 | $ | 0.14 | $ | 0.42 | $ | 0.42 |
See
Notes to Condensed Consolidated Financial Statements
4
United
Bancorp, Inc.
Condensed
Consolidated Statements of Comprehensive Income
(In
thousands)
Three months ended
|
Nine months ended
|
|||||||||||||||
September 30,
|
September 30,
|
|||||||||||||||
2010
|
2009
|
2010
|
2009
|
|||||||||||||
(Unaudited)
|
||||||||||||||||
Net
income
|
$ | 710 | $ | 757 | $ | 2,094 | $ | 2,230 | ||||||||
Other
comprehensive income, net of tax:
|
||||||||||||||||
Unrealized
holding gains on securities during the period, net of taxes of $58, $673,
$432 and $416 for each respective period
|
113 | 1,307 | 838 | 808 | ||||||||||||
Reclassification
adjustment for realized gains included in income, net of taxes of $16, $0,
$16 and $9 for each respective period
|
(31 | ) | –– | (31 | ) | (16 | ) | |||||||||
Comprehensive
income
|
$ | 792 | $ | 2,064 | $ | 2,901 | $ | 3,022 | ||||||||
Accumulated
other comprehensive income (loss)
|
$ | 300 | $ | (302 | ) | $ | 300 | $ | (302 | ) |
See
Notes to Condensed Consolidated Financial Statements
5
United
Bancorp, Inc.
Condensed
Consolidated Statements of Cash Flows
For
the Nine Months Ended September 30, 2010 and 2009
(In
thousands)
(Unaudited)
2010
|
2009
|
|||||||
Operating
Activities
|
||||||||
Net
income
|
$ | 2,094 | $ | 2,230 | ||||
Items
not requiring (providing) cash
|
||||||||
Depreciation
and amortization
|
574 | 556 | ||||||
Amortization
of intangible assets
|
84 | 93 | ||||||
Expense
related to share based compensation plans
|
164 | 17 | ||||||
Provision
for loan losses
|
1,051 | 996 | ||||||
Provision
for losses on foreclosed real estate
|
70 | –– | ||||||
Increase
in value of bank-owned life insurance
|
(291 | ) | (272 | ) | ||||
Realized
gain on sales of securities
|
(47 | ) | (25 | ) | ||||
Amortization
of premiums and discounts on securities, net
|
84 | 191 | ||||||
Originations
of loans held for sale
|
(5,727 | ) | (8,599 | ) | ||||
Proceeds
from sale of loans held for sale
|
5,819 | 8,705 | ||||||
Realized
gains on sales of loans
|
(92 | ) | (106 | ) | ||||
Amortization
of ESOP
|
151 | 147 | ||||||
Realized
gains on sales of other real estate and repossessed assets
|
(36 | ) | (87 | ) | ||||
Amortization
of mortgage servicing rights
|
28 | 119 | ||||||
Net
change in accrued interest receivable and other assets
|
(1,002 | ) | 745 | |||||
Net
change in accrued expenses and other liabilities
|
255 | (1,982 | ) | |||||
Net
cash provided by operating activities
|
3,179 | 2,728 | ||||||
Investing
Activities
|
||||||||
Securities
available for sale:
|
||||||||
Sales,
maturities, prepayments and calls
|
58,883 | 88,328 | ||||||
Purchases
|
(44,197 | ) | (61,785 | ) | ||||
Securities
held to maturity:
|
||||||||
Sales,
maturities, prepayments and calls
|
5,929 | 640 | ||||||
Net
change in loans
|
(21,356 | ) | (10,200 | ) | ||||
Net
change in certificates of deposit in other financial
institutions
|
13,484 | (22,744 | ) | |||||
Purchases
of premises and equipment
|
(152 | ) | (686 | ) | ||||
Proceeds
from disposal of premises and equipment
|
–– | 38 | ||||||
Proceeds
from sale of other real estate and repossessed assets
|
580 | 1,103 | ||||||
Net
cash provided by (used in) investing activities
|
13,171 | (5,306 | ) |
See
Notes to Condensed Consolidated Financial Statements
6
United
Bancorp, Inc.
Condensed
Consolidated Statements of Cash Flows (continued)
For
the Nine Months Ended September 30, 2010 and 2009
(In
thousands)
(Unaudited)
2010
|
2009
|
|||||||
Financing
Activities
|
||||||||
Net
change in deposits
|
$ | (4,114 | ) | $ | (5,634 | ) | ||
Net
change in borrowings
|
(747 | ) | 10,922 | |||||
Treasury
stock issued, net of purchases
|
425 | 269 | ||||||
Cash
dividends paid on common stock
|
(2,217 | ) | (2,151 | ) | ||||
Net
cash provided by (used in) financing activities
|
(6,653 | ) | 3,406 | |||||
Increase
in Cash and Cash Equivalents
|
9,697 | 828 | ||||||
Cash
and Cash Equivalents, Beginning of Period
|
31,271 | 31,469 | ||||||
Cash
and Cash Equivalents, End of Period
|
$ | 40,968 | $ | 32,297 | ||||
Supplemental
Cash Flows Information
|
||||||||
Interest
paid on deposits and borrowings
|
$ | 5,169 | $ | 6,180 | ||||
Federal
income taxes paid
|
$ | 520 | $ | 357 | ||||
Supplemental
Disclosure of Non-Cash Investing and Financing Activities
|
||||||||
Transfers
from loans to real estate and other repossessed assets
|
$ | 977 | $ | 644 |
See
Notes to Condensed Consolidated Financial Statements
7
United
Bancorp, Inc.
Notes
to Condensed Consolidated Financial Statements
For
the Three and Nine Months Ended September 30, 2010 and 2009
Note
1:
|
Summary
of Significant Accounting Policies
|
These
interim financial statements are prepared without audit and reflect all
adjustments which, in the opinion of management, are necessary to present fairly
the financial position of United Bancorp, Inc. (“Company”) at September 30,
2010, and its results of operations and cash flows for the interim periods
presented. All such adjustments are normal and recurring in nature.
The accompanying condensed consolidated financial statements have been prepared
in accordance with the instructions for Form 10-Q and, therefore, do not purport
to contain all the necessary financial disclosures required by accounting
principles generally accepted in the United States of America that might
otherwise be necessary in the circumstances and should be read in conjunction
with the Company’s consolidated financial statements and related notes for the
year ended December 31, 2009 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 results of operations for the three and nine months ended
September 30, 2010, are not necessarily indicative of the results to be expected
for the full year. The condensed consolidated balance sheet of the Company
as of December 31, 2009 has been derived from the audited consolidated balance
sheet of the Company as of that date.
Principles
of Consolidation
The
consolidated financial statements include the accounts of United Bancorp, Inc.
(“United” or “the Company”) and its wholly-owned subsidiary, The Citizens
Savings Bank of Martins Ferry, Ohio (“the Bank” or “Citizens”). The Company
operates in two divisions, The Community Bank, a division of The Citizens
Savings Bank and The Citizens Bank, a division of The Citizens Savings
Bank. All intercompany transactions and balances have been eliminated in
consolidation.
Nature
of Operations
The
Company’s revenues, operating income, and assets are almost exclusively derived
from banking. Accordingly, all of the Company’s banking operations are
considered by management to be aggregated in one reportable operating
segment. Customers are mainly located in Athens, Belmont, Carroll,
Fairfield, Harrison, Hocking, Jefferson, and Tuscarawas Counties and the
surrounding localities in northeastern, east-central and southeastern Ohio, and
include a wide range of individuals, businesses and other organizations.
The Citizens Bank division conducts its business through its main office in
Martins Ferry, Ohio and twelve branches in Bridgeport, Colerain, Dellroy,
Dillonvale, Dover, Jewett, New Philadelphia, St. Clairsville East, St.
Clairsville West, Sherrodsville, Strasburg, and Tiltonsville, Ohio. The
Community Bank division conducts its business through its main office in
Lancaster, Ohio and 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 and are not considered “sub prime” type
loans. The targeted lending areas of our bank operations encompass four
separate metropolitan areas, minimizing the risk to changes in economic
conditions in the communities housing the Company’s 20 branch
locations.
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 and fiscal policies, that
are outside of management’s control.
8
United
Bancorp, Inc.
Notes
to Condensed Consolidated Financial Statements
For
the Three and Nine Months Ended September 30, 2010 and 2009
Use
of Estimates
To
prepare financial statements in conformity with accounting principles generally
accepted in the United States of America, management makes estimates and
assumptions based on available information. These estimates and
assumptions affect the amounts reported in the financial statements and the
disclosures provided and future results could differ. The allowance for
loan losses and fair values of financial instruments are particularly subject to
change.
Allowance
for Loan Losses
The
allowance for loan losses is established as losses are estimated to have
occurred through a provision for loan losses charged to income. Loan
losses are charged against the allowance when management believes the
uncollectibility of a loan balance is confirmed. Subsequent recoveries, if
any, are credited to the allowance.
The
allowance for loan losses is evaluated on a monthly basis by management and the
Citizens Board of Directors and is based upon management’s periodic review of
the collectibility of the loans in light of historical experience, the nature
and volume of the loan portfolio, adverse situations that may affect the
borrower’s ability to repay, estimated value of any underlying collateral and
prevailing economic conditions. This evaluation is inherently subjective
as it requires estimates that are susceptible to significant revision as more
information becomes available.
The
allowance consists of allocated and general components. The allocated
component relates to loans that are classified as impaired. For those
loans that are classified as impaired, an allowance is established when the
discounted cash flows (or collateral value or observable market price) of the
impaired loan is lower than the carrying value of that loan. The general
component covers nonclassified loans and is based on historical charge-off
experience and expected loss given default derived from the Company’s internal
risk rating process. Other adjustments may be made to the allowance for
pools of loans after an assessment of internal or external influences on credit
quality that are not fully reflected in the historical loss or risking rating
data.
A loan is
considered impaired when, based on current information and events, it is
probable that the Company will be unable to collect the scheduled payments of
principal or interest when due according to the contractual terms of the loan
agreement. Factors considered by management in determining impairment
include payment status, collateral value and the probability of collecting
scheduled principal and interest payments when due. Loans that experience
insignificant payment delays and payment shortfalls generally are not classified
as impaired. Management determines the significance of payment delays and
payment shortfalls on a case-by-case basis, taking into consideration all of the
circumstances surrounding the loan and the borrower, including the length of the
delay, the reasons for the delay, the borrower’s prior payment record and the
amount of the shortfall in relation to the principal and interest owed.
Impairment is measured on a loan-by-loan basis for commercial and construction
loans by either the present value of expected future cash flows discounted at
the loan’s effective interest rate, the loan’s obtainable market price or the
fair value of the collateral if the loan is collateral dependent.
Groups of
loans with similar risk characteristics are collectively evaluated for
impairment based on the group’s historical loss experience adjusted for changes
in trends, conditions and other relevant factors that affect repayment of the
loans. Accordingly, the Company does not separately identify individual
consumer and residential loans for impairment measurements, unless such loans
are the subject of a restructuring agreement due to financial difficulties of
the borrower.
9
United
Bancorp, Inc.
Notes
to Condensed Consolidated Financial Statements
For
the Three and Nine Months Ended September 30, 2010 and 2009
Earnings
Per Share
Basic
earnings per common share is computed based upon the weighted-average number of
common shares outstanding during the period, less shares in the ESOP which are
unallocated and not committed to be released and non-vested restricted
stock. At September 30, 2010 and 2009, the ESOP held 242,266 and 283,635
unallocated shares, respectively, which were not included in weighted-average
common shares outstanding. In addition at September 30, 2010 and 2009, the
Company has 180,000 and 170,000 of non vested restricted stock, 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 compensation plans.
Three months ended
September 30,
|
Nine months ended
September 30,
|
|||||||||||||||
2010
|
2009
|
2010
|
2009
|
|||||||||||||
(In thousands, except share and per share data)
|
||||||||||||||||
Basic
|
||||||||||||||||
Net
income
|
$ | 710 | $ | 757 | $ | 2,094 | $ | 2,230 | ||||||||
Dividends
on non-vested restricted stock
|
(25 | ) | (25 | ) | (75 | ) | (25 | ) | ||||||||
Net
earnings allocated to stockholders
|
$ | 685 | $ | 732 | $ | 2,019 | $ | 2,205 | ||||||||
Weighted
average common shares outstanding
|
4,705,278 | 4,626,354 | 4,681,892 | 4,612,680 | ||||||||||||
Basic
earnings per common share
|
$ | 0.15 | $ | 0.16 | $ | 0.43 | $ | 0.48 | ||||||||
Diluted
|
||||||||||||||||
Net
earnings allocated to stockholders
|
$ | 685 | $ | 732 | $ | 2,019 | $ | 2,205 | ||||||||
Weighted
average common shares outstanding for basic earnings per common
share
|
4,705,278 | 4,626,354 | 4,681,892 | 4,612,680 | ||||||||||||
Add: Dilutive
effects of assumed exercise of stock options and restricted
stock
|
15,905 | –– | 20,907 | 390 | ||||||||||||
Average
shares and dilutive potential common shares
|
4,721,183 | 4,626,354 | 4,702,799 | 4,613,070 | ||||||||||||
Diluted
earnings per common share
|
$ | 0.15 | $ | 0.16 | $ | 0.43 | $ | 0.48 | ||||||||
Number
of stock options not considered in computing diluted earnings per share
due to antidilutive nature
|
53,714 | 55,529 | 53,714 | 55,529 |
Options
to purchase 53,714 and 55,529 shares of common stock, at a weighted-average
exercise price of $10.34 per share, were outstanding at September 30, 2010 and
2009, respectively, but were not included in the computation of diluted earnings
per share because the options’ exercise price was greater than the average
market price of the common shares.
10
United
Bancorp, Inc.
Notes
to Condensed Consolidated Financial Statements
For
the Three and Nine Months Ended September 30, 2010 and 2009
Income
Taxes
The
Company is subject to income taxes in the U.S. federal jurisdiction, as well as
various state jurisdictions. Tax regulations within each jurisdiction are
subject to the interpretation of the related tax laws and regulations and
require significant judgment to apply. With few exceptions, the Company is
no longer subject to U.S. federal, state and local income tax examinations by
tax authorities for the years before 2006.
Recent
Accounting Pronouncements
FASB ASC
860-10 concerning accounting for transfers of financial assets was issued in
September 2009 and changes the derecognition guidance for transferors of
financial assets, including entities that sponsor securitizations, to align that
guidance with the original intent of previous guidance. FASB ASC 860-10
also eliminates the exemption from consolidation for qualifying special-purpose
entities (QSPEs). As a result, all existing QSPEs need to be evaluated to
determine whether the QSPE should be consolidated in accordance with FASB ASC
860-10.
FASB ASC
860-10 is effective as of the beginning of a reporting entity’s first annual
reporting period beginning after November 15, 2009 (January 1, 2010, as to the
Company), for interim periods within that first annual reporting period, and for
interim and annual reporting periods thereafter. The recognition and measurement
provisions of FASB ASC 860-10 must be applied to transfers that occur on or
after the effective date. Early application is prohibited. FASB ASC
860-10 also requires additional disclosures about transfers of financial assets
that occur both before and after the effective date. The Company adopted
FASB ASC 860-10 effective January 1, 2010, as required, without material effect
on its consolidated financial statements.
FASB ASC
860-10 also improves how enterprises account for and disclose their involvement
with variable interest entities (VIE’s), which are special-purpose entities, and
other entities whose equity at risk is insufficient or lack certain
characteristics. Among other things, FASB ASC 860-10 changes how an entity
determines whether it is the primary beneficiary of a variable interest entity
(VIE) and whether that VIE should be consolidated. FASB ASC 860-10
requires an entity to provide significantly more disclosures about its
involvement with VIEs. As a result, the Company must comprehensively
review its involvements with VIEs and potential VIEs, including entities
previously considered to be qualifying special purpose entities, to determine
the effect on its consolidated financial statements and related
disclosures. FASB ASC 860-10 is effective as of the beginning of a
reporting entity’s first annual reporting period that begins after November 15,
2009 (January 1, 2010, as to the Company), and for interim periods within the
first annual reporting period. Earlier application is
prohibited.
Accounting
Standards Update (ASU) No. 2009-16 (formerly SFAS 166) modified the criteria to
qualify a transfer of a portion of a financial asset for sale accounting.
This guidance eliminated non-prorata participations, such as last-in, first-out
loan participations, being accounted for as loan sales. Instead, these
types of transactions will be accounted for as secured borrowings, which would
require the legally sold piece of the loan to remain on the books of the seller
and be offset with a liability. This could also have regulatory
implications, such as issues with lending limits and regulatory capital
levels. The Company must apply ASU 2009-16 to new transactions and
modifications of existing transactions occurring on or after January 1,
2010. The Company adopted ASU 2009-16 effective January 1, 2010, as
required, without significant effect on its consolidated financial
statements.
11
United
Bancorp, Inc.
Notes
to Condensed Consolidated Financial Statements
For
the Three and Nine Months Ended September 30, 2010 and 2009
FASB
Accounting Standards Update (ASU) 2010-20, Receivables: Disclosures about
the Credit Quality of Financing Receivables and the Allowance for Credit
Losses (Topic 310), issued on July 21, 2010, concerns improved
disclosures regarding the credit quality in a financial institution’s loan
portfolio. The guidance requires additional disaggregation of the credit
portfolio by portfolio segment and class of receivable, a revised roll forward
of the allowance for credit losses, presentation of the credit portfolio by
credit quality indicators, an aging schedule of past due receivables, disclosure
of troubled debt restructurings and purchases and sales of receivables by
portfolio segment. The period-end disclosures are effective for periods
ending on or after December 15, 2010 (December 31, 2010 for the Company).
The activity disclosures are effective for periods beginning on or after
December 15, 2010 (January 1, 2011 for the Company). The adoption of FASB
ASU 2010-20 is not expected to have a material effect on the Company’s financial
condition or results of operations.
Note
2:
|
Securities
|
The
amortized cost and approximate fair values, together with gross unrealized gains
and losses of securities are as follows:
Amortized
Cost
|
Gross
Unrealized
Gains
|
Gross
Unrealized
Losses
|
Approximate
Fair Value
|
|||||||||||||
(In thousands)
|
||||||||||||||||
Available-for-sale
Securities:
|
||||||||||||||||
September
30, 2010:
|
||||||||||||||||
U.S.
government agencies
|
$ | 46,217 | $ | 184 | $ | (17 | ) | $ | 46,384 | |||||||
State
and political subdivisions
|
25,080 | 907 | –– | 25,987 | ||||||||||||
Government
sponsored entities mortgage-backed securities
|
10,077 | 596 | –– | 10,673 | ||||||||||||
Equity
securities
|
4 | 4 | –– | 8 | ||||||||||||
$ | 81,378 | $ | 1,691 | $ | (17 | ) | $ | 83,052 | ||||||||
December
31, 2009:
|
||||||||||||||||
U.S.
government agencies
|
$ | 57,664 | $ | 35 | $ | (495 | ) | $ | 57,204 | |||||||
State
and political subdivisions
|
26,000 | 421 | (77 | ) | 26,344 | |||||||||||
Government
sponsored entities mortgage-backed securities
|
12,466 | 567 | (2 | ) | 13,031 | |||||||||||
Equity
securities
|
4 | 2 | –– | 6 | ||||||||||||
$ | 96,134 | $ | 1,025 | $ | (574 | ) | $ | 96,585 |
12
United
Bancorp, Inc.
Notes
to Condensed Consolidated Financial Statements
For
the Three and Nine Months Ended September 30, 2010 and 2009
Amortized
Cost
|
Gross
Unrealized
Gains
|
Gross
Unrealized
Losses
|
Approximate
Fair Value
|
|||||||||||||
(In thousands)
|
||||||||||||||||
Held-to-maturity
Securities:
|
||||||||||||||||
September
30, 2010:
|
||||||||||||||||
State
and political subdivisions
|
$ | 8,382 | $ | 291 | $ | –– | $ | 8,673 | ||||||||
December
31, 2009:
|
||||||||||||||||
State
and political subdivisions
|
$ | 14,277 | $ | 391 | $ | (25 | ) | $ | 14,643 |
The
amortized cost and fair value of available-for-sale securities and
held-to-maturity securities at September 30, 2010, by contractual maturity, are
shown below. Expected maturities will differ from contractual maturities
because issuers may have the right to call or prepay obligations with or without
call or prepayment penalties. Maturities for mortgage-backed securities are
presented in the table below based on their projected maturities.
Available-for-sale
|
Held-to-maturity
|
|||||||||||||||
Amortized
Cost
|
Fair
Value
|
Amortized
Cost
|
Fair
Value
|
|||||||||||||
(In thousands)
|
||||||||||||||||
Within
one year
|
$ | 130 | $ | 131 | $ | 1,187 | $ | 1,192 | ||||||||
One
to five years
|
17,401 | 17,535 | 3,202 | 3,339 | ||||||||||||
Five
to ten years
|
34,553 | 35,449 | 3,458 | 3,603 | ||||||||||||
After
ten years
|
29,290 | 29,929 | 535 | 539 | ||||||||||||
81,374 | 83,044 | 8,382 | 8,673 | |||||||||||||
Equity
securities
|
4 | 8 | - | - | ||||||||||||
Totals
|
$ | 81,378 | $ | 83,052 | $ | 8,382 | $ | 8,673 |
The
carrying value of securities pledged as collateral, to secure public deposits
and for other purposes, was $83.6 million and $81.5 million at September 30,
2010 and December 31, 2009, respectively.
13
United
Bancorp, Inc.
Notes
to Condensed Consolidated Financial Statements
For
the Three and Nine Months Ended September 30, 2010 and 2009
Gains and
losses on the sale of securities are recorded on the trade date and are
determined using the specific identification method. Information with
respect to sales of available-for-sale securities and resulting gross realized
gains and losses was as follows:
Nine months ended
September 30,
|
||||||||
2010
|
2009
|
|||||||
(In thousands)
|
||||||||
Proceeds
from sale
|
$ | 4,460 | $ | 1,000 | ||||
Gross
gains
|
104 | 25 | ||||||
Gross
losses
|
(57 | ) | –– |
During
the three months ended September 30, 2010 the Company sold one security with an
amortized cost of $1.0 million resulting in a realized loss of approximately
$29,000. This one security was classified on the books as held to maturity
and was sold due to a credit quality down grade of the municipality
issuer.
Certain
investments in debt securities are reported in the financial statements at an
amount less than their historical cost. The total fair value of these
investments at September 30, 2010 and December 31, 2009, was $2.0 million and
$47.8 million, which represented approximately 2.2% and 43.0%, respectively, of
the Company’s available-for-sale and held-to-maturity investment
portfolio.
Based on
evaluation of available evidence, including recent changes in market interest
rates, credit rating information and information obtained from regulatory
filings, management believes the declines in fair value for these securities are
temporary.
Should
the impairment of any of these securities become other-than-temporary, the cost
basis of the investment will be reduced and the resulting loss recognized in net
income in the period the other-than-temporary impairment is
identified.
The
following tables show the Company’s investments’ gross unrealized losses and
fair value, aggregated by investment category and length of time that individual
securities have been in a continuous unrealized loss position at September 30,
2010 and December 31, 2009:
September
30, 2010
|
||||||||||||||||||||||||
Less
than 12 Months
|
12
Months or More
|
Total
|
||||||||||||||||||||||
Description
of
Securities
|
Fair
Value
|
Unrealized
Losses
|
Fair
Value
|
Unrealized
Losses
|
Fair
Value
|
Unrealized
Losses
|
||||||||||||||||||
(In
thousands)
|
||||||||||||||||||||||||
US
Government agencies
|
$ | 2,012 | $ | (17 | ) | $ | - | $ | - | $ | 2,012 | $ | (17 | ) | ||||||||||
Total
temporarily impaired securities
|
$ | 2,012 | $ | (17 | ) | $ | - | $ | - | $ | 2,012 | $ | (17 | ) |
14
United
Bancorp, Inc.
Notes
to Condensed Consolidated Financial Statements
For
the Three and Nine Months Ended September 30, 2010 and 2009
December
31, 2009
|
||||||||||||||||||||||||
Less
than 12 Months
|
12
Months or More
|
Total
|
||||||||||||||||||||||
Description
of
Securities
|
Fair
Value
|
Unrealized
Losses
|
Fair
Value
|
Unrealized
Losses
|
Fair
Value
|
Unrealized
Losses
|
||||||||||||||||||
(In
thousands)
|
||||||||||||||||||||||||
US
Government agencies
|
$ | 40,699 | $ | (495 | ) | $ | –– | $ | –– | $ | 40,699 | $ | (495 | ) | ||||||||||
Government
sponsored entities mortgage-backed securities
|
651 | (2 | ) | –– | –– | 651 | (2 | ) | ||||||||||||||||
State
and political subdivisions
|
4,037 | (43 | ) | 2,450 | (59 | ) | 6,487 | (102 | ) | |||||||||||||||
Total
temporarily impaired securities
|
$ | 45,387 | $ | (540 | ) | $ | 2,450 | $ | (59 | ) | $ | 47,837 | $ | (599 | ) |
The
unrealized losses on the Company’s investments in U.S. Government agency,
mortgage-backed and municipal securities were caused primarily by interest rate
changes. The contractual terms of those investments do not permit the
issuer to settle the securities at a price less than the amortized cost bases of
the investments. Because the Company does not intend to sell the
investments and it is not more likely than not the Company will be required to
sell the investments before recovery of their amortized cost bases, which may be
maturity, the Company does not consider those investments to be
other-than-temporarily impaired at September 30, 2010.
Note
3:
|
Allowance
for Loan Losses
|
The
activity in the allowance for loan losses was as follows:
Three months ended
September 30,
|
Nine months ended
September 30,
|
|||||||||||||||
2010
|
2009
|
2010
|
2009
|
|||||||||||||
(In thousands)
|
||||||||||||||||
Beginning
balance
|
$ | 2,729 | $ | 3,291 | $ | 2,390 | $ | 2,770 | ||||||||
Provision
for loan losses
|
321 | 338 | 1,051 | 996 | ||||||||||||
Loans
charged-off
|
(345 | ) | (768 | ) | (924 | ) | (1,022 | ) | ||||||||
Recoveries
of previous charge-offs
|
50 | 65 | 238 | 182 | ||||||||||||
Ending
balance
|
$ | 2,755 | $ | 2,926 | $ | 2,755 | $ | 2,926 |
15
United
Bancorp, Inc.
Notes
to Condensed Consolidated Financial Statements
For
the Three and Nine Months Ended September 30, 2010 and 2009
The
Company’s impaired loans totaled $7.0 million and $4.7 million at September 30,
2010 and December 31, 2009, respectively. The Company reviews each
impaired loan to determine whether a specific allowance for loan loss is
necessary. Based upon this review, an allowance for loan losses of
$1.6
million and $984,000 related to impaired loans of $4.7 million and $3.3 million,
at September 30, 2010 and December 31, 2009, respectively. Impaired loans
of $2.3 million and $1.4 million had no related allowance for loan losses at
September 30, 2010 and December 31, 2009, respectively.
Interest
income of $179,000 and $109,000 was recognized on average impaired loans of $7.2
million and $7.0 million for the nine months ended September 30, 2010 and 2009,
respectively. Interest income was recognized on impaired loans on a cash
basis for each of the nine months ended September 30, 2010 and
2009.
At
September 30, 2010 and December 31, 2009, accruing loans delinquent 90 days
or more (including impaired loans of $325,000 at September 30, 2010 and $477,000
at December 31, 2009) totaled $521,000
and $971,000, respectively. Non-accruing loans at September 30, 2010 and
December 31, 2009 (including impaired loans of $4.3 million at September 30,
2010 and $4.2 million at December 31, 2009) were $4.9 million and $5.4 million,
respectively.
Note
4:
|
Benefit
Plans
|
Pension
expense includes the following:
Three months ended
September 30,
|
Nine months ended
September 30,
|
|||||||||||||||
2010
|
2009
|
2010
|
2009
|
|||||||||||||
(In thousands)
|
||||||||||||||||
Service
cost
|
$ | 67 | $ | 63 | $ | 201 | $ | 189 | ||||||||
Interest
cost
|
45 | 41 | 135 | 121 | ||||||||||||
Expected
return on assets
|
(58 | ) | (37 | ) | (174 | ) | (111 | ) | ||||||||
Amortization
of prior service cost, transition liability, net gain and plan
amendment
|
21 | 30 | 63 | 90 | ||||||||||||
Pension
expense
|
$ | 75 | $ | 97 | $ | 225 | $ | 289 |
Note
5:
|
Off-Balance-Sheet
Activities
|
Some
financial instruments, such as loan commitments, credit lines, letters of credit
and overdraft protection, are issued to meet customer financing needs.
These are agreements to provide credit or to support the credit of others, as
long as conditions established in the contracts are met, and usually have
expiration dates. Commitments may expire without being used.
Off-balance-sheet risk to credit loss exists up to the face amount of these
instruments, although material losses are not anticipated. The same credit
policies are used to make such commitments as are used for loans, including
obtaining collateral at exercise of the commitment.
16
United
Bancorp, Inc.
Notes
to Condensed Consolidated Financial Statements
For
the Three and Nine Months Ended September 30, 2010 and 2009
A summary
of the notional or contractual amounts of financial instruments with
off-balance-sheet risk at the indicated dates is as follows:
September 30,
|
December 31,
|
|||||||
2010
|
2009
|
|||||||
(Unaudited)
|
||||||||
(In thousands)
|
||||||||
Commitments
to extend credit
|
$ | 25,916 | $ | 41,351 | ||||
Ready
reserve lines
|
13,413 | 13,477 | ||||||
Standby
letters of credit
|
586 | 676 |
Note
6:
|
Fair
Value Measurements
|
The
Company defines fair value as the price that would be received to sell an asset
or paid to transfer a liability in an orderly transaction between market
participants at the measurement date. The Company also utilizes a fair
value hierarchy which requires an entity to maximize the use of observable
inputs and minimize the use of unobservable inputs when measuring fair
value. The standard describes three levels of inputs that may be used to
measure fair value:
|
Level 1
|
Quoted
prices in active markets for identical assets or
liabilities
|
|
Level 2
|
Observable
inputs other than Level 1 prices, such as quoted prices for similar assets
or liabilities; quoted prices in markets that are not active; or other
inputs that are observable or can be corroborated by observable market
data for substantially the full term of the assets or
liabilities
|
|
Level 3
|
Unobservable
inputs that are supported by little or no market activity and that are
significant to the fair value of the assets or
liabilities
|
Following
is a description of the valuation methodologies used for assets measured at fair
value on a recurring basis and recognized in the accompanying consolidated
balance sheets, as well as the general classification of such instruments
pursuant to the valuation hierarchy.
Available-for-sale
Securities
Where
quoted market prices are available in an active market, securities are
classified within Level 1 of the valuation hierarchy. The Company has
no available for-sale-securities classified as Level 1 of the hierarchy.
If quoted market prices are not available, the Company generally relies on
prices obtained from independent pricing services or brokers. Securities
measured with this valuation technique are generally classified as Level 2 of
the hierarchy, and their fair values are estimated by using pricing models,
quoted prices of securities with similar characteristics or discounted cash
flows using significant inputs observable in the market. Examples of
Level 2 securities include U.S. government agency bonds, mortgage-backed
securities, state and political subdivision bonds and equity securities.
In certain cases where Level 1 or Level 2 inputs are not available, securities
are classified within Level 3 of the hierarchy. The Company has no
securities classified as Level 3 of the hierarchy.
17
United
Bancorp, Inc.
Notes
to Condensed Consolidated Financial Statements
For
the Three and Nine Months Ended September 30, 2010 and 2009
The
following table presents the fair value measurements of assets recognized in the
accompanying consolidated balance sheets measured at fair value on a recurring
basis and the level within the fair value hierarchy in which the fair value
measurements fall at September 30, 2010 and December 31, 2009:
Fair Value Measurements Using
|
||||||||||||||||
Fair Value
|
Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
|
Significant
Other
Observable
Inputs
(Level 2)
|
Significant
Unobservable
Inputs
(Level 3)
|
|||||||||||||
(In thousands)
|
||||||||||||||||
September
30, 2010
|
||||||||||||||||
U.S.
government agencies
|
$ | 46,384 | $ | –– | $ | 46,384 | $ | –– | ||||||||
State
and political subdivisions
|
25,987 | –– | 25,987 | –– | ||||||||||||
Government
sponsored entities mortgage-backed securities
|
10,673 | –– | 10,673 | –– | ||||||||||||
Equity
securities
|
8 | –– | 8 | –– | ||||||||||||
December
31, 2009
|
||||||||||||||||
U.S.
government agencies
|
$ | 57,204 | $ | –– | $ | 57,204 | $ | –– | ||||||||
State
and political subdivisions
|
26,344 | –– | 26,344 | –– | ||||||||||||
Government
sponsored entities mortgage-backed securities
|
13,031 | –– | 13,031 | –– | ||||||||||||
Equity
securities
|
6 | –– | 6 | –– |
Following
is a description of the valuation methodologies used for assets measured at fair
value on a nonrecurring basis and recognized in the accompanying consolidated
balance sheets, as well as the general classification of such instruments
pursuant to the valuation hierarchy.
Impaired
Loans
Collateral
dependent impaired loans consisted primarily of loans secured by nonresidential
real estate. Management has determined fair value measurements on impaired
loans primarily through evaluations of appraisals performed. Due to the
nature of the valuation inputs, impaired loans are classified within Level 3 of
the hierarchy.
18
United
Bancorp, Inc.
Notes
to Condensed Consolidated Financial Statements
For
the Three and Nine Months Ended September 30, 2010 and 2009
Mortgage
Servicing Rights
Mortgage
servicing rights, which are included in other assets, do not trade in an active,
open market with readily observable prices. Accordingly, fair value is
estimated using discounted cash flow models. Due to the nature of the
valuation inputs, mortgage servicing rights are classified within Level 3 of the
hierarchy.
Foreclosed
Assets Held for Sale
Assets
acquired through, or in lieu of, loan foreclosure are held for sale and are
initially recorded at fair value (based on current appraised value) at the date
of foreclosure, establishing a new cost basis. Subsequent to foreclosure,
valuations are periodically performed by management and the assets are carried
at the lower of carrying amount or fair value less cost to sell.
Management has determined fair value measurements on other real estate owned
primarily through evaluations of appraisals performed, and current and past
offers for the other real estate under evaluation. Due to the nature of
the valuation inputs, foreclosed assets held for sale are classified within
Level 3 of the hierarchy.
The
following table presents the fair value measurements of assets recognized in the
accompanying consolidated balance sheets measured at fair value on a
nonrecurring basis and the level within the fair value hierarchy in which the
fair value measurements fall at September 30, 2010 and December 31,
2009.
Fair Value Measurements Using
|
||||||||||||||||
Fair Value
|
Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
|
Significant
Other
Observable
Inputs
(Level 2)
|
Significant
Unobservable
Inputs
(Level 3)
|
|||||||||||||
(In thousands)
|
||||||||||||||||
September
30, 2010
|
||||||||||||||||
Impaired
loans
|
$ | 3,010 | $ | –– | $ | –– | $ | 3,010 | ||||||||
Foreclosed
assets held for sale
|
218 | –– | –– | 218 | ||||||||||||
December
31, 2009
|
||||||||||||||||
Impaired
loans
|
$ | 667 | $ | –– | $ | –– | $ | 667 | ||||||||
Mortgage
servicing rights
|
267 | –– | –– | 267 | ||||||||||||
Foreclosed
assets held for sale
|
1,002 | –– | –– | 1,002 |
19
United
Bancorp, Inc.
Notes
to Condensed Consolidated Financial Statements
For
the Three and Nine Months Ended September 30, 2010 and 2009
The
following table presents estimated fair values of the Company’s financial
instruments. The fair values of certain of these instruments were
calculated by discounting expected cash flows, which involves significant
judgments by management and uncertainties. Fair value is the estimated
amount at which financial assets or liabilities could be exchanged in a current
transaction between willing parties, other than in a forced or liquidation
sale. Because no market exists for certain of these financial instruments
and because management does not intend to sell these financial instruments, the
Company does not know whether the fair values shown below represent values at
which the respective financial instruments could be sold individually or in the
aggregate.
September 30, 2010
|
December 31, 2009
|
|||||||||||||||
Carrying
Amount
|
Fair
Value
|
Carrying
Amount
|
Fair
Value
|
|||||||||||||
(In thousands)
|
||||||||||||||||
Financial
assets
|
||||||||||||||||
Cash
and cash equivalents
|
$ | 40,968 | $ | 40,968 | $ | 31,271 | $ | 31,271 | ||||||||
Certificates
of deposit in other financial institutions
|
4,091 | 4,091 | 17,575 | 17,575 | ||||||||||||
Available-for-sale
securities
|
83,052 | 83,052 | 96,585 | 96,585 | ||||||||||||
Held-to-maturity
securities
|
8,382 | 8,673 | 14,277 | 14,643 | ||||||||||||
Loans,
net of allowance for loan losses
|
274,756 | 267,283 | 255,336 | 248,918 | ||||||||||||
Federal
Home Loan Bank stock
|
4,810 | 4,810 | 4,810 | 4,810 | ||||||||||||
Accrued
interest receivable
|
1,845 | 1,845 | 2,218 | 2,218 | ||||||||||||
Financial
liabilities
|
||||||||||||||||
Deposits
|
340,429 | 327,084 | 344,543 | 325,179 | ||||||||||||
Short-term
borrowings
|
15,074 | 15,074 | 10,277 | 10,264 | ||||||||||||
Federal
Home Loan Bank advances
|
43,584 | 45,532 | 49,128 | 49,540 | ||||||||||||
Subordinated
debentures
|
4,000 | 3,093 | 4,000 | 3,093 | ||||||||||||
Interest
payable
|
330 | 330 | 398 | 398 |
The
following methods and assumptions were used to estimate the fair value of each
class of financial instruments.
Cash
and Cash Equivalents, Accrued Interest Receivable and Federal Home Loan Bank
Stock
The
carrying amounts approximate fair value.
20
United
Bancorp, Inc.
Notes
to Condensed Consolidated Financial Statements
For
the Three and Nine Months Ended September 30, 2010 and 2009
Certificates
of Deposit in other Financial Institutions
The fair
value of certificates of deposit in other financial institutions is estimated by
discounting the future cash flows using the current rates at which similar
certificates could be acquired from financial institutions with similar credit
ratings and for the same remaining maturities. Certificates with similar
characteristics were aggregated for purposes of the calculations.
Held-to-maturity
Securities
Fair
values equal quoted market prices, if available. If quoted market prices
are not available, fair value is estimated based on quoted market prices of
similar securities.
Loans
The fair
value of loans is estimated by discounting the future cash flows using the
current rates at which similar loans would be made to borrowers with similar
credit ratings and for the same remaining maturities. Loans with similar
characteristics were aggregated for purposes of the calculations.
Deposits
Deposits
include demand deposits, savings accounts, NOW accounts and certain money market
deposits. The carrying amount approximates fair value. The fair
value of fixed-maturity time deposits is estimated using a discounted cash flow
calculation that applies the rates currently offered for deposits of similar
remaining maturities.
Interest
Payable
The
carrying amount approximates fair value.
Short-term
Borrowings, Federal Home Loan Bank Advances and Subordinated
Debentures
Rates
currently available to the Company for debt with similar terms and remaining
maturities are used to estimate the fair value of existing debt.
Commitments
to Originate Loans, Letters of Credit and Lines of Credit
The fair
value of commitments to originate loans is estimated using the fees currently
charged to enter into similar agreements, taking into account the remaining
terms of the agreements and the present creditworthiness of the
counterparties. For fixed-rate loan commitments, fair value also considers
the difference between current levels of interest rates and the committed
rates. The fair values of letters of credit and lines of credit are based
on fees currently charged for similar agreements or on the estimated cost to
terminate or otherwise settle the obligations with the counterparties at the
reporting date. Fair values of commitments were not material at September
30, 2010 and December 31, 2009.
21
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 September 30,
2010, as compared to December 31, 2009, and the results of operations for the
three and nine months ended September 30, 2010, compared to the same period in
2009. This discussion should be read in conjunction with the interim
condensed consolidated financial statements and related footnotes included
herein.
Introduction
The
Company reported net income of $710,000 for the quarter ended September 30,
2010, compared to $757,000 for the quarter ended September 30, 2009, a decrease
of 6.2%. On a per share basis, the Company’s three months diluted earnings
were $0.15 for the 2010 period, as compared to $0.16 for the same period in
2009. For the nine months ended September 30, 2010 the Company reported
net income of $2,094,000, compared to $2,230,000 for the nine months ended
September 30, 2009, a decrease of $136,000 or 6.1%. On a per share basis,
the Company’s nine months diluted earnings were $0.43 for 2010, as compared to
$0.48 for 2009.
The
Company’s earnings in the nine months ended September 30, 2010 generated an
annualized 0.63% return on average assets (“ROA”) and a 7.74% return on average
equity (“ROE”), compared to 0.62% ROA and 8.21% ROE for the nine months ended
September 30, 2009. Comparing the nine months ended September 30, 2010 to
2009, the Company’s net interest margin was 3.94% compared to 3.83%, an increase
of 11 basis points. Although the net interest margin increased, the Company’s
net interest income decreased by approximately $158,000 or 1.4%, due to a
decrease in the Company’s earning assets. At September 30, 2010, the
Company had approximately $41 million of liquidity in cash and cash equivalents
to fund our future loan demand. With this high level of available funding,
the Company has not been aggressive in the retention of higher cost deposit
funding, mainly certificates of deposit. While this has resulted in a
decrease in the earning assets of the Bank, it increased the net interest margin
of the Company since the cost reduction of the certificates of deposit exceeded
the rate of return on the cash and cash equivalents of the Company.
Comparing the same periods, customer service charges on deposits increased
$47,000. On the expense side, total noninterest expense increased $233,000
for the nine months ended September 30, 2010 as compared to 2009. The
increase in total noninterest expense was primarily due to the third quarter
2010 implementation of our new data processing system. The Company
incurred approximately $184,000 in direct expenses related to this new system,
which is non-recurring. In addition, the Company incurred a $70,000
period-over-period increase in losses on foreclosed real estate due to
additional write-downs that were taken and a period-over-period increase of
$55,000 in our provision for loan losses. The increase in the provision
for loan losses for the nine months ended September 30, 2010 was predicated
primarily upon the economic challenges facing the banking industry. Asset
quality improved in the current period with an 18.3% reduction in non-performing
loans. During the third quarter of 2010, the Company recognized a tax
benefit resulting from the resolution of a tax contingency, which reduced
federal income taxes by approximately $120,000.
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 Bank’s market areas, changes in policies by
regulatory agencies, fluctuations in interest rates, demand for loans in the
Bank’s 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.
22
United
Bancorp, Inc.
Management’s
Discussion and Analysis of Financial
Condition
and Results of Operations
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 financial condition,
results of operations, 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 except as
discussed herein.
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.
Current
Economic Conditions
The
current economic environment presents financial institutions with unprecedented
circumstances and challenges which in some cases have resulted in large declines
in the fair values of investments and other assets, constraints on liquidity and
significant credit quality problems, including severe volatility in the
valuation of real estate and other collateral supporting loans. The
consolidated financial statements have been prepared using values and
information currently available to the Company.
Given the
volatility of current economic conditions, the values of assets and liabilities
recorded in the financial statements could change rapidly, resulting in material
future adjustments in asset values, the allowance for loan losses and capital
that could negatively impact the Company’s ability to meet regulatory capital
requirements and maintain sufficient liquidity.
Critical
Accounting Policies
Management
makes certain judgments that affect the amounts reported in the financial
statements and footnotes. These estimates, assumptions and judgments are
based on information available as of the date of the financial statements, and
as this information changes, the financial statements could reflect different
estimates, assumptions, and judgments.
The
procedures for assessing the adequacy of the allowance for loan losses reflect
our evaluation of credit risk after careful consideration of all information
available to management. In developing this assessment, management must
rely on estimates and exercise judgment regarding matters where the ultimate
outcome is unknown such as economic factors, developments affecting companies in
specific industries and issues with respect to single borrowers. Depending
on changes in circumstances, future assessments of credit risk may yield
materially different results, which may require an increase or a decrease in the
allowance for loan losses.
The
allowance is regularly reviewed by management and the board to determine whether
the amount is considered adequate to absorb probable losses. This
evaluation includes specific loss estimates on certain individually reviewed
loans, statistical loss estimates for loan pools that are based on historical
loss experience, and general loss estimates that are based on the size, quality
and concentration characteristics of the various loan portfolios, adverse
situations that may affect a borrower’s ability to repay and current economic
and industry conditions. Also considered as part of that judgment is a
review of the Bank’s trend in delinquencies and loan losses, and economic
factors.
The
allowance for loan losses is maintained at a level believed adequate by
management to absorb probable loan losses inherent in the loan portfolio.
Management’s evaluation of the adequacy of the allowance is an estimate based on
management’s current judgment about the credit quality of the loan
portfolio. While the Company strives to reflect all known risk factors in
its evaluation, judgment errors may occur.
23
United
Bancorp, Inc.
Management’s
Discussion and Analysis of Financial
Condition
and Results of Operations
Analysis
of Financial Condition
Earning
Assets – Loans
Our focus
as a community bank is the meet the credit needs of the markets we serve. At
September 30, 2010, gross loans were $ 277.5 million, compared to $257.7 million
at December 31, 2009, an increase of $19.8 million or 7.7%. The overall
increase in the loan portfolio was comprised of a $14.6 million increase in
commercial and commercial real estate loans and a $3.7 million increase in
installment loans since December 31, 2009.
Commercial
and commercial real estate loans comprised 59.6% of total loans at September 30,
2010, compared to 58.5% at December 31, 2009. Commercial and commercial
real estate loans have increased $14.6 million, or 9.7%
since December 31, 2009. 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, but all within the state of
Ohio.
Installment
loans represented 17.5% of total loans at September 30, 2010, and 17.4% at
December 31, 2009. This indirect lending type of financing carries
somewhat more risk than real estate lending; however, it also provides for
higher yields. Installment loans have increased $3.7 million, or 9.0%,
since December 31, 2009. The targeted lending areas encompass four
separate metropolitan areas, minimizing the risk to changes in economic
conditions in the communities housing the Company’s 20 banking
locations.
Real
estate loans were 22.9% of total loans at September 30, 2010 and 24.1% at
December 31, 2009. Real estate loans have increased by $1.5 million since
December 31, 2009. Real estate lending for the nine months ended September
30, 2010 has been slow with respect to the Company’s adjustable-rate mortgage
products. As of September 30, 2010, the Bank has approximately $26.4
million in fixed-rate loans that have been sold in the secondary market.
The Company continues to service these loans for a fee that is typically 25
basis points. At September 30, 2010, the Company did not hold any loans
for sale.
The
allowance for loan losses totaled $2.8 million at September 30, 2010, which
represented 0.99% of total loans, and $2.4 million at December 31, 2009, or
0.92% of total loans. The increased allowance represents the amount which
management and the Board of Directors estimates is adequate to provide for
probable losses inherent in the loan portfolio. The allowance balance and
the provision charged to expense are reviewed by management and the Board of
Directors monthly using a risk evaluation model that considers borrowers’ past
due experience, economic conditions and various other circumstances that are
subject to change over time. Management believes the current balance of
the allowance for loan losses is adequate to absorb probable incurred credit
losses associated with the loan portfolio. Net charge-offs for the nine
months ended September 30, 2010 were approximately $686,000, or 28.5%, of the
beginning balance in the allowance for loan losses.
24
United
Bancorp, Inc.
Management’s
Discussion and Analysis of Financial
Condition
and Results of Operations
Earning
Assets - Securities and Federal Funds Sold
The
securities portfolio is comprised of U.S. Government agency-backed securities,
tax-exempt obligations of state and political subdivisions and certain other
investments. The Company does not hold any collateralized mortgage-backed
securities or derivative securities other than those issued by U.S. government
agencies. Securities available for sale at September 30, 2010 decreased
approximately $13.5 million, or 14.0%, from December 31, 2009 totals. With
the overall low interest rate environment, the Company has experienced a high
level of called bond activity during the first nine months of 2010. While
the Company has plans to reinvest a portion of these funds into the growing loan
portfolio, the balance will be reinvested in other available-for-sale
securities. There is lag between the time when bonds are called and the
right investment opportunities are available to the Company. Also given
the historically low interest rate environment at present, the Company has
implemented a strategy to invest in short term certificates of deposit (“CD’s”)
in other financial institutions. These CD’s are fully insured by the
Federal Deposit Insurance Corporation and offer an alternative to investing in
longer term U.S. Government agency-backed securities. As of September 30,
2010, the Company held as investment approximately $4.1 million of CD’s with an
average yield of 1.78% and an average term to maturity of approximately
133 days. With the continued low interest rate environment, the
opportunity to invest in short term CD’s in other financial institutions has
become limited during the first nine months of 2010.
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 September 30, 2010, total core deposits
increased approximately $1.3 million, or less than 1.0%. The Company’s
savings accounts increased $6.4 million, or 14.0%, from December 31, 2009
totals. The Company’s interest-bearing demand deposits increased $5.1
million, or 4.7%, noninterest-bearing demand deposits increased $2.2 million, or
9.7%, while certificates of deposit under $100,000 decreased by $12.4 million,
or 10.6%.
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 September 30, 2010, certificates of deposit greater than $100,000 decreased
$5.5 million, or 10.6%, from December 31, 2009 totals.
Sources
of Funds - Securities Sold under Agreements to Repurchase and Other
Borrowings
Other
interest-bearing liabilities include securities sold under agreements to
repurchase, sweep accounts, Treasury, Tax and Loan notes payable and Federal
Home Loan Bank (“FHLB”) advances. The majority of the Company’s repurchase
agreements are with local school districts and city and county
governments. The Company’s short-term borrowings increased approximately
$4.8 million from December 31, 2009 totals.
25
United
Bancorp, Inc.
Management’s
Discussion and Analysis of Financial
Condition
and Results of Operations
Results
of Operations for the Nine Months Ended September 30, 2010 and 2009
Net
Income
Basic and
diluted earnings per share for the nine months ended September 30, 2010 totaled
$0.43 compared with $0.48 for the nine months ended September 30, 2009. In
dollars, the Company’s net income was $2,094,000
for the nine months ended September 30, 2010, a decrease of $136,000, or 6.1%
compared with net income of $2,230,000 for the same period in 2009.
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 1.4%, or $158,000, for the nine months ended September
30, 2010 compared to the same period in 2009. As the historically low interest
rates continue into the first half of 2011, it will be challenging to continue
spreading the net interest margin by lowering the Company’s cost of funds on an
accelerated basis relative to the income generated by its assets.
Provision
for Loan Losses
The
provision for loan losses was $1,051,000 for the nine months ended September 30,
2010, compared to $996,000
for the same period in 2009. The increase in loan loss provision for the
nine-month period ended September 30, 2010, was based primarily on the economic
challenges facing the banking industry.
Noninterest
Income
Total
noninterest income is made up of bank
related fees and service charges, as well as other income producing services
provided, sales of loans in the secondary market, 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 nine months ended September 30, 2010 was $2,531,000, an increase
of $101,000, or 4.2%, compared to $2,430,000 for the nine-month period ended
September 30, 2009. During the nine-months ended September 30, 2010, the
increase in noninterest income was driven by an increase in customer service
charges of approximately $47,000.
26
United
Bancorp, Inc.
Management’s
Discussion and Analysis of Financial
Condition
and Results of Operations
Noninterest
Expense
Noninterest
expense was $10,529,000 for the nine months ended September 30, 2010 an increase
of $233,000, or 2.3%, compared to the nine months ended September 30,
2009. Salaries and employee benefits expense increased $309,000, or 6.2%,
for the period ended September 30, 2010 over the same period in 2009. This
increase was primarily due to the expansion of the Company’s management team in
preparation for the previously announced management succession plan, plus normal
merit increases, increase in benefit costs and restricted stock award
expenses. During the third quarter of 2009, the Company issued restricted
stock awards to certain officers and directors. Occupancy and equipment
expense increased $53,000, or 4.3% for the nine months ended September 30, 2010
as compared to the same period in 2009. Increased depreciation expense on
premises, computer hardware and software and related service maintenance was the
primary reason for the increase. Professional fees increased $42,000 for
the nine month ended September 30, 2010, as compared to the same period in
2009. Deposit insurance premiums decreased $306,000 for the nine months
ended September 30, 2010, as compared to the same period in 2009. In the
second quarter of September 2009, the Federal Deposit Insurance Corporation
imposed a 5 basis point assessment on all FDIC insured banks. This special
assessment was approximately $225,000 and was expensed in the second quarter of
2009. The Company incurred $184,000 in direct expenses related to the core
processing conversion, which is non-recurring. In addition, the Company incurred
a $70,000 period-over-period increase in losses on foreclosed real estate due to
additional write-downs.
Federal
Income Taxes
The
provision for federal income taxes was $202,000 for the nine months ended
September 30, 2010, a decrease of $209,000 compared to the same period in
2009. The decrease in tax expense was due primarily to a $345,000 decrease in
pretax income. In addition, during the third quarter of 2010, the Company
recognized a tax benefit resulting from the resolution of a tax contingency,
which reduced federal income taxes by approximately $120,000. The effective tax
rate was 8.8% and 15.6% for the nine months ended September 30, 2010 and 2009,
respectively.
Results
of Operations for the Three Months Ended September 30, 2010 and
2009
Net
Income
Basic and
diluted earnings per share for the three months ended September 30, 2010 totaled
$0.15 compared with $0.16 with for the three months ended September 30,
2009. In dollars, the Company’s net income was $710,000 for the three
months ended September 30, 2010, a decrease of $47,000, or 6.2%, compared with
net income of $757,000 for the same quarter in 2009.
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 $9,000, for the three months ended September 30, 2010
compared to the same period in 2009. As the historically low interest rates
continue into the second half of 2010, it will be challenging to continue
spreading the net interest margin by lowering the Company’s cost of funds on an
accelerated basis relative to the income generated by its
assets.
27
United
Bancorp, Inc.
Management’s
Discussion and Analysis of Financial
Condition
and Results of Operations
Provision
for Loan Losses
The
provision for loan losses was $321,000 for the three months ended September 30,
2010, compared to $338,000 for the same period in 2009. The decrease in
loan loss provision for the three-month period ended September 30, 2010, was
based primarily on the decrease in non-performing loans.
Noninterest
Income
Total
noninterest income is made up of bank
related fees and service charges, as well as other income producing services
provided, sales of loans in the secondary market, 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 September 30, 2010 was $896,000, an increase
of $68,000 or 8.2%, compared to $828,000 for the three-month period ended
September 30, 2009. During the three-months ended September 30, 2010, the
increase in noninterest income was due to an increase in realized gains on sales
of securities of $47,000 and an increase of $29,000 in realized gains on the
sale of other real estate and repossessed assets.
Noninterest
Expense
Noninterest
expense was $3,687,000 for the three months ended September 30, 2010 an increase
of $267,000, or 7.8%, compared to the three months ended September 30,
2009. Salaries and employee benefit expense increased $74,000, or 4.4%,
for the three month period ended September 30, 2010 over the same period in
2009. This increase was primarily due to the expansion of the Company’s
management team in preparation for the previously announced management
succession plan, plus normal merit increases, increase in benefits costs and
restricted stock award expenses. During the third quarter of 2009, the
Company issued restricted stock awards to certain officers and directors.
Occupancy and equipment expense increased $9,000 for the three months ended
September 30, 2010 over the same period in 2009. Increased depreciation
expense on premises, computer hardware and software and related service
maintenance was the primary reason for the increase. Deposit insurance
premiums decreased $87,000 for the three months ended September 30, 2010, as
compared to the same period in 2009. The Company incurred $184,000 in
direct expenses related to the core data processing conversion, which is
non-recurring. In addition, the Company incurred a $70,000 period-over-period
increase in losses on foreclosed real estate due to additional
write-downs.
Federal
Income Taxes
The
provision for federal income taxes (benefit) was $(1,000) for the three months
ended September 30, 2010, a decrease of $144,000 compared to the same period in
2009. The decrease in tax expense was in part to a $191,000 decrease in
pretax income. Additionally, during the third quarter of 2010, the Company
recognized a tax benefit resulting from the resolution of a tax contingency,
which reduced federal income taxes by approximately $120,000.
Capital
Resources
Internal
capital growth, through the retention of earnings, is the primary means of
maintaining capital adequacy for the Company. Stockholders’ equity totaled
$36.6 million at September 30, 2010 compared to $35.2 million at December 31,
2009, a $1.4 million increase. Total stockholders’ equity in relation to
total assets was 8.3% at September 30, 2010 and 8.0% at December 31, 2009.
In 2001, our shareholders approved an amendment to the Company’s Articles of
Incorporation to create a class of preferred shares with 2,000,000 authorized
shares. This enables the Company, at the option of the Board of Directors,
to issue series of preferred shares in a manner calculated to take advantage of
financing techniques which may provide a lower effective cost of capital to the
Company. The amendment also provides greater flexibility to the Board of
Directors in structuring the terms of equity securities that may be issued by
the Company. Although this preferred stock is a financial tool, it has not
been utilized to date.
28
United
Bancorp, Inc.
Management’s
Discussion and Analysis of Financial
Condition
and Results of Operations
The
Company has offered for many years 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 bank holding company. The Bank is subject to regulations of the FDIC
and the State of Ohio, Division of Financial Institutions. The most
important of these various regulations address capital adequacy.
The
minimums related to such capital requirements are:
Total
|
Tier
1
|
Tier
1
|
||||||||||
Capital
To
|
Capital
To
|
Capital
To
|
||||||||||
Risk-Weighted
|
Risk-Weighted
|
Average
|
||||||||||
Assets
|
Assets
|
Assets
|
||||||||||
Well
capitalized
|
10.00 | % | 6.00 | % | 5.00 | % | ||||||
Adequately
capitalized
|
8.00 | % | 4.00 | % | 4.00 | % | ||||||
Undercapitalized
|
6.00 | % | 3.00 | % | 3.00 | % |
The
following table illustrates the Company’s well-capitalized classification at
September 30, 2010.
September
30,
|
||||
2010
|
||||
(Unaudited)
|
||||
(Dollars
in thousands)
|
||||
Tier
1 capital
|
$ | 38,955 | ||
Total
risk-based capital
|
41,712 | |||
Risk-weighted
assets
|
298,213 | |||
Average
total assets
|
442,710 | |||
Total
risk-based capital ratio
|
13.99 | % | ||
Tier
1 risk-based capital ratio
|
13.06 | % | ||
Tier
1 capital to average assets
|
8.80 | % |
29
United
Bancorp, Inc.
Management’s
Discussion and Analysis of Financial
Condition
and Results of Operations
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 income, 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.
Inflation
Substantially
all of the Company’s assets and liabilities relate to banking activities and are
monetary in nature. The consolidated financial statements and related
financial data are presented in accordance with accounting principles generally
accepted in the United States of America (“U.S. GAAP”). U.S. GAAP
currently requires the Company to measure the financial position and results of
operations in terms of historical dollars, with the exception of securities
available for sale, certain impaired loans and certain other real estate and
loans that may be measured at fair value. Changes in the value of money
due to rising inflation can cause purchasing power loss.
Management’s
opinion is that movements in interest rates affect the financial condition and
results of operations to a greater degree than changes in the rate of
inflation. It should be noted that interest rates and inflation do affect
each other, but do not always move in correlation with each other. The
Company’s ability to match the interest sensitivity of its financial assets to
the interest sensitivity of its liabilities in its asset/liability management
may tend to minimize the effect of changes in interest rates on the Company’s
performance.
ITEM 3
|
Quantitative
and Qualitative Disclosures About Market
Risk
|
There has
been no significant change from disclosures included in the Company’s Annual
Report on Form 10-K for the year ended December 31, 2009.
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-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 September 30, 2010, in timely alerting them to
material information relating to the Company (including its consolidated
subsidiary) 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 September 30, 2010 that has
materially affected, or is reasonably likely to materially affect, the Company's
internal control over financial reporting.
30
United
Bancorp, Inc.
Part
II – Other Information
ITEM 1.
|
Legal
Proceedings
|
None,
other than ordinary routine litigation incidental to the Company’s
business.
ITEM 1A.
|
Risk
Factors
|
There
have been no material changes from risk factors as previously disclosed in Part
1 Item 1A of the Company’s Form 10-K for the year ended December 31, 2009, filed
on March 23, 2010.
ITEM 2.
|
Unregistered
Sales of Equity Securities and Use of
Proceeds
|
ISSUER
PURCHASES OF EQUITY SECURITIES
Period
|
(a)
Total
Number of
Shares
(or Units)
Purchased
|
(b)
Average
Price Paid
Per
Share (or Unit)
|
(c)
Total
Number of
Shares
(or Units)
Purchased
as Part
Of
Publicly
Announced
Plans
Or
Programs
|
(d)
Maximum
Number or
Approximate
Dollar
Value)
of Shares (or
Units)
that May Yet Be
Purchased
Under the
Plans
or Programs
|
||||||||||||
Month
#1
7/1/2010
to
7/31/2010
|
–– | –– | –– | $ | 1,735,810 | |||||||||||
Month
#2
8/1/2010
to
8/31/2010
|
–– | –– | –– | $ | 1,735,810 | |||||||||||
Month
#3
9/1/2010
to
9/30/2010
|
2,608 | –– | –– | $ | 1,733,202 |
United
Bancorp maintains a stock repurchase program publicly announced by a press
release issued on November 18, 2008, 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 18, 2010.
The
Company adopted the United Bancorp, Inc. Affiliate Banks Directors and Officers
Deferred Compensation Plan (the “Plan”), which is an unfunded deferred
compensation plan. Amounts deferred pursuant to the Plan remain
unrestricted assets of the Company, and the right to participate in the Plan is
limited to members of the Board of Directors and Company officers. Under
the Plan, directors or other eligible participants may defer fees and up to 50%
of their annual incentive award payable to them by the Company, which are used
to acquire common shares which are credited to a participant’s respective
account. Except in the event of certain emergencies, no distributions are
to be made from any account as long as the participant continues to be an
employee or member of the Board of Directors. Upon termination of service,
the aggregate number of shares credited to the participant’s account are
distributed to him or her along with any cash proceeds credited to the account
which have not yet been invested in the Company’s stock. On September 28,
2010, the Company purchased a total of 2,608 common shares for participant
accounts. All purchases under this deferred compensation plan are funded
with either earned director fees or officer incentive award payments which
amounted to approximately $20,796 for the quarter. No underwriting fees,
discounts, or commissions are paid in connection with the Plan. The shares
allocated to participant accounts have not been registered under the Securities
Act of 1933 in reliance upon the exemption provided by Section 4(2)
thereof.
31
United
Bancorp, Inc.
Part
II – Other Information
ITEM 3.
|
Defaults
Upon Senior Securities
|
Not
applicable.
ITEM 4.
|
Other
Information
|
Not
applicable.
ITEM 5.
|
Exhibits
|
EX-3.1
|
Amended
Articles of Incorporation of United Bancorp, Inc. (1)
|
|
EX-3.2
|
Amended
Code of Regulations of United Bancorp, Inc. (2)
|
|
EX-4.0
|
Instruments
Defining the Rights of Security Holders
|
|
(See
Exhibits 3.1 and 3.2)
|
||
EX
31.1
|
Rule
13a-14(a) Certification – CEO
|
|
EX
31.2
|
Rule
13a-14(a) Certification – CFO
|
|
EX
32.1
|
Section
1350 Certification – CEO
|
|
EX
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.
|
32
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: |
November 12,
2010
|
By:
|
/s/James W. Everson
|
|
James
W. Everson
|
||||
Chairman,
President and Chief
Executive
Officer
|
||||
Date: |
November 12,
2010
|
By:
|
/s/Randall M. Greenwood
|
|
Randall
M. Greenwood
|
||||
Senior
Vice President, Chief Financial
Officer
and
Treasurer
|
33
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.
|